As a business owner, you've probably been approached about selling your company before.
Maybe you’ve even considered offers from others looking to buy you out.
But how do you know if a potential buyer is a good fit for your business?
Today we’ll cover:
- The 5 types of buyers for your business
- What to expect when selling to each buyer
- Which buyer is right for you
What are the 5 Types of Buyers for Your Business?
2. Strategic: A business that sees value in combining its operations with yours. Likely a competitor or supplier.
3. Private Equity: Investment vehicles that raise money to invest in companies and hold them for 5-7 years before selling them again.
4. Family Office: A company that invests on behalf of a wealthy family.
5. Employees: An Employee-Stock Ownership Plan (ESOP) can be used to gradually transfer your business’s equity to your employees.
In this article, we'll focus on MidStreet businesses. These are organizations above Main Street and below the Middle Market, in the range of $1M-$25M in revenue.
At MidStreet, about 75% of buyers who purchase businesses are individuals.
Most of these buyers can be categorized as:
- People from the corporate world looking to own their own business
- High-net-worth individuals (HNWI), those with assets greater than $1 million
- Individuals who’ve sold a business in the past and would like to purchase another company
Individual buyers are interested in buying a company they can feel comfortable with succeeding in, which means they place value on existing infrastructure, such as quality employees, written systems and processes, and training from the owner.
Most lenders won’t lend on businesses worth less than $5 million in purchase price because they have so much Goodwill.
So how do individuals purchase businesses?
The Small Business Administration (SBA) created the 7(a) loan program to encourage investment in small businesses and many individual buyers will use lenders backed by the SBA to purchase a company.
While the SBA 7(a) loan program is helpful, the total Project Cost of a business cannot exceed $5 million. What does this mean for you as a business owner?
If your earnings are above $1.5 million, you likely won’t sell to an individual buyer.
But if your business is worth less than $5 million, and you value seeing your company continue to exist with new ownership while achieving a premium sale price, an individual buyer is probably your best candidate.
NOTEThe Project Cost of a business acquisition is the purchase price of the company plus closing costs, working capital, and any other costs required to maintain operations of the business.
A strategic buyer is a business that desires to grow by acquiring other companies.
Often, these buyers are competitors within your industry, but they could also be suppliers, vendors, or unrelated businesses.
Strategics buy businesses to recognize synergies between their existing company and yours by reducing costs or increasing revenues.
Since they can see unique synergies in a potential investment of your company that other buyers can't, a Strategic might be able to afford to pay you a higher premium for your business.
When going through the sale process with a Strategic, be prepared for an arduous due diligence process. Strategic buyers often have their CFO’s perform lengthy diligence or hire third-party accounting firms to perform a Quality of Earnings analysis.
A Strategic buyer may offer for you to maintain an equity stake in your company (such as 30%), especially if you express interest in staying on to help with growth initiatives.
If you value receiving the highest price on the sale of your business and have a management team in place or are willing to stay on and grow the company, selling to a Strategic buyer can be an excellent choice.
MIDSTREET TIPIf you're selling to a Strategic, be prepared to lose employees or your company's brand. There are many types of Strategic buyers and not all of them seek to increase profitability in the same way, so be sure to perform your own due diligence.
3. Private Equity Group
Private Equity Groups (PEGs) are investment vehicles run by acquisitions professionals. They raise private equity funds from other investors to get money to purchase businesses and typically plan to sell them in 5-7 years.
PEGs typically focus on a few key industries and identify investments in a specific earnings range (ex: $1 million - $15 million in earnings).
MIDSTREET TIPEarnings can be defined as either Seller's Discretionary Earnings (SDE) or Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA). Private Equity Groups usually look for an EBITDA number, since they'll want a management team in place.
When a Private Equity Group looks to acquire your business, they will look at it either as a “Platform” or “Add-On” acquisition.
A Platform investment is when the prospective buyer sees your company independent of their portfolio, while an Add-On (also known as a Bolt-On) looks at your company for the potential benefits it can bring to one of their existing Platform companies.
As with any buyer you bring on as an equity partner, make sure your personality meshes with the operating group that will be overseeing the acquisition. You’ll likely be interacting with the group for several years.
The downsides (or upsides) of selling to a Private Equity Group are their short time horizon, lengthy due diligence, and their long-term oversight of your business.
If you want to take a significant amount of money off the table today, grow your company to the next level with a professional team, and want a lucrative payout when the business sells again in the future, then selling to private equity is your best option.
Variations of Private Equity
Micro Private Equity
A Micro Private Equity Group is set up similarly to a traditional private equity group but focuses on acquiring and operating businesses with values less than $5 million.
Often, Micro Private Equity buyers are less sophisticated than their larger counterparts and are set up as partnerships between two or three people, with each partner having expertise in a certain area to help operate or grow the business, such as operations, accounting, distribution, etc.
These buyers can be a great option if you're interested in selling to a sophisticated buyer but prefer less oversight than a traditional Private Equity Group requires.
The Search Fund model is a relatively new type of buyer and allows someone to own a business with little to no money down.
This buyer is a version of private equity headed by an individual looking to purchase a business as a full-time owner-operator. Search Funds are backed by investors who have to approve the investment.
If you’re worried about a new buyer struggling to learn your business with a lack of experience in your industry, selling to a Search Fund might not be the best option.
Selling to a Search Fund can be a great choice if you’re interested in dealing with an individual who will take an owner-operator role in the business once it’s sold, like a traditional individual investor.
NOTESearch Funds are also known as "Fundless Sponsors," or "Unfunded Buyers," since the investors and lenders they work with are not firmly committed. Although the individual running the Search Fund might be interested in your business (and even submit an offer), their investors might not be on the same page, which could lead to you spending time with an unqualified buyer.
Also known as a Fundless Sponsor, the Independent Sponsor model is when a private equity individual or group finds businesses to purchase, then checks with investors and lenders to see who will fund the deal.
An Independent Sponsor is a great option if you want more assurance that you can get to the closing table (not always the case with a Search Fund, for example – what if their investors don’t like the deal?), especially if the sponsor has done deals before and knows what businesses his investors and lenders will or won’t say “yes” to.
4. Family Office
Although they perform many functions outside of investing (shown above), for the purposes of this article, a Family Office is a company that invests on behalf of one or more wealthy families (usually with net worths greater than $100 million).
While Family Offices are constrained less by having to achieve an impressive return in a short time period as with Private Equity Groups, they are primarily focused on preserving wealth and are thus highly risk-averse.
If you own a business with a long history of consistent profitability and want to stay, or you have a management team in place to run the day-to-day operations, a Family Office could be the right buyer for you.
Do you have any employees in mind who would want a greater leadership role and ownership stake if it was offered?
An Employee-Stock Ownership Plan (ESOP) can be used to gradually transfer your business’s equity to your employees.
In theory, this can be a way to gradually transition your ownership out of the business. However, it can be expensive, introduces significant risk, and is highly dependent on your situation. Here are some questions to ask yourself if you're considering an ESOP:
- Are you comfortable with relying on your employees to gradually pay for your exit?
- How will you decide who will become the leader of the organization?
- What happens if an employee doesn't want to participate in the ESOP?
A leveraged ESOP gives your employees financing to buy out a portion of your equity in the business up-front. This gives you more money upfront but will involve a third-party lender conducting their own due diligence on your operations and providing ongoing oversight.
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Selling to your employees could be your best option if are comfortable with the risks of an ESOP and own a larger organization with a sophisticated management team in place.
We rarely see ESOPs work successfully on MidStreet businesses.
Decide Which Buyer is Right For Your Business
Now that you understand each type of buyer, how do you find the right one for your business?
Although you’ve spent years building a profitable business and have acquired many skills along the way, you’ve likely never sold a company before.
Maybe you've considered calling private equity firms or strategic buyers and asking if they’d be interested in purchasing your company.
Of course, in doing so you run the risk of breaching confidentiality, which could lead to employees, suppliers, or vendors finding out about your desire to sell and thus quitting, changing the terms of your contracts, or worse.
Qualifying buyers and managing the buyer-seller relationship is one of the many reasons business owners who choose quality business brokers keep more money in their pocket and achieve better terms when selling their businesses (even after paying a broker fee).
When selecting a business broker to sell your business, make sure the firm has experience with the types of buyers you’re most interested in selling to, so they’re prepared to present your company in the best light for each buyer.