As discussed in the previous issue of The Exit Planning Review™, it is important
to select your successor early in the Exit Planning Process. In the past two issues,
we have discussed the advantages and disadvantages of transferring ownership to
children and selling to other owners or employees. The last scenario that we will
look at during this Exit Planning Review™ series of articles is the sale to a third
party.
The market has indicated that 20 percent of businesses are for sale to a third party,
but only one out of four actually sells. For businesses above $10 million per year;
however, the odds improve to 50 percent.1 In a retirement situation, a sale to a
third party too often becomes a bargain sale – most often the only alternative to
liquidation. This option becomes necessary in many situations because owners fail
to create a market for their stock through sale to family members, co-owners or
employees.
The following are advantages to selling your business to a third party, as well
the disadvantages associated with this type of exit plan. It is important to compare
the advantages and disadvantages of this type of transfer scenario when choosing
your target successor.
Advantages
- If the business is properly prepared for sale, you can get cashed out. Many owners
don’t realize this. Unless you are truly a "Mom and Pop" business, you should get
the majority of your money from the business at closing. Therefore, the fundamental
advantage of the third-party sale is receiving immediate cash. This ensures that
you attain your fundamental financial objectives and, perhaps, avoid
risk as well.
- A second primary objective discussed in earlier articles – treating all children
equally – also is easier to achieve because you can eventually just divide the money
among them on an equal basis without having to worry about who is going to run the
business, etc.
- Often an unanticipated advantage in selling to a third party is the ability to receive
substantially more cash than your CPA or valuation specialist anticipated because
the market is "hot."
Disadvantages
- Regardless of what the buyer says, the personality and culture of your business
will undergo a radical change. The buyer would not buy the business unless convinced
that the company can be improved through change. Maintaining the culture of the
business is normally best achieved by selling to someone other than an outside third
party.
- If you do not receive the bulk of the purchase price in cash at closing, your risk
can be substantial. The best way to avoid this risk is to get all the money you
will need at closing so that anything you carry is "gravy."
Through proper planning, you typically can minimize the disadvantages associated
with a sale to a third party and leverage the advantages associated with this type
of exit path. As we have discussed in the past few Exit Planning Review™ issues,
there are distinct advantages and disadvantages of transferring the business to
each category or potential purchaser: family member(s), co-owners, employees and
outside third parties. Each method contains not only related characteristics, but
also substantial and often dramatic differences. We have provided you with a good
snapshot of what each scenario has to offer so that you can have a basic understanding
of the common potential exit paths. It is important to note that each departure
method has many detailed components and circumstances that you should discuss with
your advisors before proceeding down any of the discussed exit paths.
If you have any questions about selecting the right exit path or would like additional
information about any of the exit paths discussed during this series of Exit Planning
articles, please contact us to discuss your particular situation.
1West, Tom, "2005 Business Reference Guide."
Subsequent issues of The Exit Planning Review™ discuss all aspects of
Exit Planning. The provider of this Newsletter (Paul Honeycutt) offer you unbiased information about what you may need
to know How To Run Your Business So You Can Leave It In Style™.
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