Why I Might Turn Down a Perfectly Good Engagement

What do you mean you don’t want to sell my business? I thought that’s what you did for a living?” Reggie (not his real name) would have been the ideal client. His business was growing and extremely profitable, EBITDA of $3.57 million in 2017 and forecasted to be $4.25 million this year.

Reggie called me a couple months ago after returning from an industry conference in Orlando where he met several private equity firms that were searching for businesses like his. “They were tossing around EBITDA multiples of 7 to 8, one guy even said maybe 9. You know, that’d be a lot of money.” Based on Reggie’s comment, it seemed his mind was already made up, he was ready to sell his business.

I was excited and honored to be on the verge of this compelling engagement. Reggie could likely sell his business for $35+/- million.  I can’t lie, I did a quick mental calculation and the fee I would make would be nice, too.

But, I told Reggie we would need to spend about four hours together working through all the factors related to making a decision to go to market. I think he was surprised to learn I wasn’t immediately jumping on the bandwagon to sell. “Well, I would have thought that $35 million would be enough of a reason, but you are the pro, I’ll set aside the time to go through your process.”

We met in Reggie’s conference room two weeks later. The first part of our meeting was to evaluate how a buyer would see his company, what I call “the seven principles of irresistibility.” I have a template that scores the potential client on each of the seven principles. How the company scores has a significant impact on the marketability of the company. The second part of our meeting we completed a SWOT analysis of his company. We filled a whiteboard listing the company’s strengths, weaknesses, opportunities and threats. I take my prospective clients through this SWOT exercise for three reasons. First, it helps the business owner come to grips with the imminent future of the business. Does the future look exciting (strengths & opportunities) or precarious (weaknesses & threats)? Once they’ve taken a dispassionate perspective on the future, the logic behind their decision to sell, or not sell, becomes clearer. Second, the information I glean from the SWOT exercise forms the guts of the confidential information memorandum I will write if the decision is made to go to market. Finally, this SWOT exercise helps me determine what the discount rate should be when we start the next phase of our meeting, determining the company’s net present value. Keep in mind, this is all before the client has made a decision to sell, and they’ve paid me no fee to this point. I am the last person a business owner will meet who will try to force a decision.

I had an attorney at a prominent Nashville law firm tell me, “Jim, you are a unicorn, 95% of the M&A intermediaries or brokers don’t know what net present value is, much less provide this level of analysis for their clients.”

Now, explaining net present value could justify a three- or four-week series. But the essence of the concept is this: a net present value analysis tells the business owner the value of the company today based on how the owner projects near-term revenue and expense. I define near-term as the next five years. The analysis takes those five-year projections, then discounts them to today based on an interest rate that captures the time value of money and the risk associated with continuing to operate the company over that five-year period.  This analysis tells the business owner what the business is worth today to the business owner, and that number is the benchmark they have when considering offers to sell their business.

To be clear, net present value has nothing to do with market value, and that’s the point! Net present value is what the business is worth today to the business owner. Logically, if the net present value of the business is greater than the market value of the business, the business owner should not sell.

After our analysis together, I recommended to Reggie that he not take his company to market. I explained, though the market value of his business seemed to be in the $35+/- million range, the net present value of his business was in the low $40 million range (even after assuming a risk-adjusted discount rate). Simply said, unless he could get an offer in that low $40 million range, he should not sell today.

This kind of analysis is why my practice does not have a “client first” focus, but a “client only” focus. What’s right for the client is literally all that matters, even if it means losing out on a really nice engagement.

[Part 2 next week will look at what the business owner should do when their net present value is greater than their market value.]

JIM CUMBEE is President of Tennessee Valley Group, Inc. a retainer-based business brokerage and transition mediation firm in Franklin, TN. Cumbee is an attorney and has an MBA from Harvard Business School. Jim is the author of Home Run, A Pro’s Guide to Selling a Business. https://www.amazon.com/Home-Pros-Guide-Selling-Business/dp/1599329239 .  He has a wide range of corporate and entrepreneurial experiences that make him one of the most sought-after business transition advisors in the state of Tennessee. The story above is true, but the names and fact patterns above have been changed to preserve the parties’ identities.

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Tennessee Valley Group

Jim Cumbee established Tennessee Valley Group to help business owners fulfill their dreams for life after business ownership. It’s a mission that his 30+ year career history had prepared him well for—in addition to being an attorney, transition mediator and business broker, Jim has been a buyer, seller, and entrepreneur. His broad range of experience gives him unique insight into how business buyers and sellers can achieve their goals.

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