How we did it: Critical need for interim controller to successfully support portco in sale process

Ready to sell one of their portfolio companies, a PE fund came to us urgently needing an interim controller that could help support their portco throughout the sale process. Knowing that there would be an influx of requests during the sale process, they were looking for an independent prep-for-sale resource that could help manage these requests as well as the book closing. We scoped their specific need to learn that their specific criteria were that the individual had gone through a PE sales process before, had healthcare technology industry experience, and was available for the next 3 to 6 months until the sale was closed.

Leveraging our technology, data, and human ingenuity to quickly sift through our deep pools of independent interim controllers that uniquely meet the private equity standard, we connected the client with an exact-fit, pre-vetted interim controller from our invitation-only Intelligent Network within 48 hours. The PE fund engaged with the consultant and was able to confidently begin the sale prep process while also providing the portco with the support they needed to prepare all the items needed for a successful sale.

Read the full case study.

If we can provide you with a PE-grade, pre-vetted, exact-fit prep-for sale resource, or any other third-party provider, please contact us. Interested in learning about more interim financial resources we provide? Check out our interim CFO hub.

How we did it: Immediate strategy session facilitator

A PE fund principal came to us with an immediate need for a strategy session facilitator for their software portfolio company. Having recently acquired the business, the fund wanted to quickly get the portco into strategy sessions so that they could start defining long-term goals. Needing structure for these sessions, they were looking for a facilitator that was a former executive or management consultant and had software industry experience. They immediately needed someone to remotely lead the session and help the portco form and prioritize goals. We promptly worked to understand the nuances of their need and then leveraged our data and human ingenuity to match them with two select strategy session facilitators. The client selected their ideal choice and was so pleased that they have continued to use this resource across their entire portfolio.

Read the full case study.

Have a strategy need we can help with? Contact us here.

Common Mistakes to Avoid When Preparing A Company for Sale

After a nearly 20-year career in private equity, I’ve learned to appreciate that it takes just as much work to effectively sell a company as it does to excellently buy a company. It’s also easy to slip up or not pay enough attention to vital steps that could profoundly change the final price upon sale.

Sellers make a number of common mistakes during sale processes, including a lack of advance preparation, not knowing key questions about themselves, and not appropriately resourcing the business to concurrently run operations and support a sale process.  Each of these mistakes causes sellers to lose credibility and slow down their process, which, in turn, increases real and perceived risk, and inevitably kills value.

To help get better outcomes, here are the three most common mistakes we see made when selling your business and how to fix them:


Lack of Preparation

As a private equity investor, we made it our business to optimize the sale process. We would talk virtually every month about the right time to sell various businesses.  When we finally decided it was the right time to sell, we, of course, wanted to be in the market within six weeks of our decision.  Even with professional sellers of businesses like PE investors, this decision is often followed by all sorts of scrambling by investors, portfolio company teams, investment bankers, lawyers, and related support professionals to get ready for sale.  For family-held or entrepreneurially-held businesses with fewer resources and less experience selling companies, this process is multiple times more chaotic.

Don’t try to squeeze months of work into six weeks: preparing for sale should start well in advance of the sale process.  Taking some time in advance will enable you to run an aggressive process while also effectively running your business at the same time.

We recently held a management forum for a top private equity find and their managers, during which we discussed best practices for planning for sale.  The key takeaway was preparing for sale should start years in advance, ideally the day the first wire from investors clears, so you can hit the market at any moment when the time is right.


Not knowing yourself before you’re asked

Time and time again on the buyside, I’ve asked fundamental questions that should have been known by the sellers, but weren’t.  When we asked these questions, the process had to slow down as their team hustled to find the answers.  These slow-downs give everyone in the process time to rethink assumptions and value.

Make sure you know the following key items before you start an M&A process because you’ll most likely be asked these right at the time you can least afford to pause your process:

  • The size and growth rate of your direct markets
  • Your company’s market share in their addressable markets and how it compares to competitors
  • Volume, revenue, and profitability by customer and product over a trailing 3-year period

Once you know these elements, incorporate them into a detailed financial model that projects your performance over the next five years (make sure you also have monthly projections for the next two years). If you do this, you’ll build credibility with buyers and disarm much of the skepticism that naturally occurs during sales processes.

Also, try your best to predict what buyers will be asking during the sale process.  Have open conversations with your investors, executives, and investment bankers to understand your strengths and weaknesses. Save yourself from having to scramble to produce appropriate reports and information in the heat of the sale process. Having a general idea of what buyers are looking for and preemptively having answers to those questions, disseminating the information to those who need to know, and confirming overall readiness will ensure that buyers feel confident and comfortable when meeting with you and your team.

Truly best-in-class companies bring in third parties to pre-opine on the state and opportunities of the business.  Spend a little money on pre-due diligence, including sell-side quality of earnings reports, tax diligence, market studies, and IT.  The cost is minor as it compares the value of the company, and these third-party stamps of approval from credible advisors will give your buyers confidence that the company is what it is and not see (or go looking for) ghosts during the sprint to the finish line.


Under-Resourcing with Interim Staff

The single biggest mistake I saw time and again during my private equity career was understaffing the sale process.  It’s nearly impossible to both aggressively run a sale process and proactively run your company.

Most sellers’ intuition is to put the bulk of the workload on their investment bankers’ shoulders.  Your investment bankers can help, but you are not paying them to be your accountants, lawyers, market strategists, and data entry specialists.  You hire top investment bankers to intimately know the buyers, appropriately frame the opportunity, and manage a process to optimize valuations.  Don’t distract them by getting them bogged down in the weeds.  Let them focus on the job you hired them for and they’ll deliver outstanding results.

Every business undergoing a sale process should bring in some level of interim staff (ranging from interim controllers to interim CFOs) to either help with the production of analyses and data requests or help manage day-to-day operations.  This is a relatively small expense compared to the sums that will be gained by running a fast and credible process.  If you don’t resource appropriately, something usually has to give: either your sale process, your operating results, or both.

We work daily to help top private equity firms, and their portfolio companies and proactively-managed independent companies more effectively assess opportunities and build value.  It’s hard to know who is good: we make it our business to be the expert of experts.

Find out how we can help you during due diligence, value creation, or the sale process!

Top 8 Best Practices for Preparing for a Value Maximizing Sale

In today’s competitive markets, private equity companies and their partners are being forced to pay record-high prices for investments in companies. To generate attractive returns, the private equity companies and their managers must create substantial value after closing. One effective way to create value is by running a highly prepared, efficient, and focused sales process. Here are eight best practices for preparing a company for a value-maximizing sale:

Run fast
Time is the enemy of any business sale process. It gives interested buyers the opportunity to overthink diligence items, get bogged down in excessive analysis, and find reasons why they shouldn’t pay the most full and fair market price.

It also extends the opportunities for customers, suppliers, and competitors to discover that your company is in a sales process, which can lead to myriad distractions and unforeseen consequences. From the day your investment banker sends out teasers and a confidentiality agreement, your goal should be to sprint to the finish line.

Perform diligence on yourself
One of the biggest things that can bog down a sales process is when interested parties discover aspects of the business that are different than those represented in offering materials. Not only does this slow the process down, but it also gives counterparties the opportunity to re-negotiate price and terms, often late in the process when the seller’s relative power in the process can diminish.

To avoid this, it is well worth the time and money to do diligence on yourself. Hiring quality of earnings advisors, tax advisors, and even market sizing, competitive landscaping, and IT consultants to do pre-diligence will give you much more confidence going into a process that you won’t encounter a surprise that could impact time and value. Additionally, many of these pre-diligence service providers will enable you to share their findings with interested parties, which will ultimately help you run an even faster and more certain process.

Be prepared to answer key questions
Almost all interested buyers will want to know (i) revenue and gross profit by customer and product over time, and (ii) detailed statistics regarding the size of your addressable market and your related market share. It will be to your benefit to stay prepared with these detailed answers before you start a business sale process.

If you’re not prepared, it is likely that buyers will insist that you take the time to prepare such detailed analyses. Taking the time to do them in the middle of a process is often very distracting, stresses internal resources, and slows down processes at the exact time you don’t want to be slowing down.

Organize your files
Interested buyers are not going to part with substantial sums of money to buy your business without doing comprehensive due diligence. This includes very detailed reviews of nearly every financial report and contract that is relevant to your ownership period (and likely even beyond your ownership period). Take the time in advance to organize all your contracts and financial report and summarize the key terms of all meaningful contracts. Your sponsors, investment bankers, and attorneys will give you guidance on where to focus your attention.

Hire high-quality investment bankers
Investment bankers are experts at maximizing value in the marketplace. The best investment bankers not only know how to pitch an indicative valuation and run a broad process, but also have pre-established relationships with the relevant buyers for companies like yours and an understanding of how your company could or should fit into the strategies of the most likely buyers. Hiring the right investment bankers almost always pays for itself.

Hire high-quality attorneys
Just like investment bankers, hiring the right attorney can add significant value to your sale process. It is more than likely that your buyer will have a highly capable attorney that solely focuses on mergers and acquisitions transactions.

You should also have a highly capable attorney who can adeptly negotiate prevailing market terms and efficiently and effectively protect your interests from liabilities that survive after the initial closing. A good attorney should also know what’s important and not try to win every point in your favor. An M&A transaction involves a lot of give and take. The best attorneys know that intelligent compromise is needed to close a deal.

Polish your presentation
Interested buyers aren’t just buying a company; they are buying the management team. It is imperative to have strong contributions from each of the key members of the management team. Presenting canned PowerPoint presentations, however, is not necessarily the day job of your functional area leaders. Practice, practice, and more practice is critical.

Private equity sponsors and investment bankers also serve as great sounding boards and fountains of feedback and advice as they participate in these types of meetings on a regular basis. There are also professional management meeting presentation advisors that can add tremendous value by giving arms-length feedback and advice free of natural bias that occurs with your existing relationships. We know some really good, PE-tested presentation coaches if you need this type of resource.

Staff up
Preparing for and managing a business sale process is an unbelievable amount of work. Your company is not staffed to manage this level of surge demand. Most of the workload typically falls on the finance staff. Hiring interim staffing to support this surge demand is tremendously valuable in terms of making sure that information requests are met in a timely manner and your company continues to run as well as possible during a trying time.

Moreover, the costs of these interim support personnel are relatively minor as it relates to the total transaction value and can typically be allocated as transaction-related add-backs and closing expenses. BluWave has this world mapped and can quickly pair you with the right group or person to support your finance staff during this critical time.

After working feverishly for years on building and growing your company, the sale process is your final opportunity to monetize the full value of your company for the benefit of you, your team, and your investors. Take every opportunity to prepare in advance, bring in strong advisors and business support resources, and run a fast, competitive sales process so you can optimize the outcome of a rarely-occurring cornerstone event.

Private Equity Interview with LaSalle Capital partner & COO Kelly Cornelis

As the daughter of a retired sportscaster, Kelly Cornelis had little knowledge of the finance world growing up on the outskirts of Chicago. She entered college at Notre Dame as an English major and stayed there until her sophomore year—when one of her professors noticed her proclivity for math and suggested she enroll in some business courses. “I was immediately drawn to the analytical aspects of finance,” she recalls. This led her to an investment management class, where she had the opportunity to manage money from the college endowment and was given 200k to track stocks and invest on their behalf. The rest, as the saying goes, was history. 

Today, she serves as a Partner and Chief Operating Officer for Lasalle Capital, where she is responsible for deal sourcing and execution, financial operations, portfolio management, and investor relations.  Kelly is also a founding member of Chicago Women in Private Equity, is a member of WAVE and PE WIN (Private Equity Women’s Investor Network) and served as a Board Member of MBBI (Midwest Business Brokers and Intermediaries) and ACG Chicago. In 2018, she was named one of mid-market M&A’s “Most Influential Women” by Mergers & Acquisitions magazine.  

I had the pleasure of sitting down with Kelly and picking her brain about appointing female CEOs, how to create value, and how to embrace change in all its various forms. 

Sean Mooney: What are some investments you are most excited about at LaSalle Capital? 

Kelly Cornelis: We are primarily focused on the food and beverage sector, and we are seeing a tremendous amount of innovation, particularly in the middle to smaller markets. Because we invest in mostly small businesses, family-owned operations, or entrepreneurs, it’s exciting to partner with these founders and support them as they grow—despite a tumultuous 2020.  

One example is our portfolio company, Fresh Origins, the leading grower of microgreens and edible flowers in the U.SIt was founded over 30 years ago by a solo entrepreneur—he basically invented the category. He started with one greenhouse, and now we have over 30 greenhouses and over two million square feet of space in San Diego, California. Recently, we promoted his right-hand person to CEO, and she is steering the company toward rapid growth, given her vast experience and deep understanding of the niche industry landscape. 

SM: The PE industry speaks generally about “value creation” continually. What does this mean to you, specifically? 

KC:  We look at this in a variety of ways, but we mostly focus on revenue, EBITA growth, and margin enhancement (implementing production efficiencies). We also try to assess the strength of the management team; then we spend time adding the right-fit experts and people to finance, operations, sales, and other areas of importance. Although this isn’t directly related to numbers, it comes through in the numbers. Simply put, strong teams made up of the right people are what enable value creation. 

SM: 2020 was quite a year for the food and beverage sector. What were some positive results of the shifting pandemic world in terms of this industry?  

KC: Our portfolio companies were extremely impacted by covid-19, as you can imagine, and as a result, we implemented crisis management tactics and protocols at many of our food businesses—which were broadly recognized as essential businesses. Three of our companies are in manufacturing, and they sell to restaurants, so after the initial shock of March 2020, we adjusted by reducing headcount (unfortunately), implementing safety procedures, while simultaneously increasing wages for employees putting themselves at risk. We even had one of our portfolio company CEOs working the production line because we had several people out sick.  But many positive things came out of the pandemic as well. We became more efficient and also entered new sales channels. All of the companies are now performing extremely well and almost back to pre-COVID sales; and I think many of the changes we have seen in consumer behavior such as grocery delivery, take-out, and meal kits and increased focus on healthier eating will stick. 

SM: How do you leverage interim executives and experts to create value within your portfolio companies? What resource areas are most “in demand” right now? 

KC: We use interim executives for various reasons: if someone leaves unexpectedly, or need specific project expertise for ERP systems. We often bring in interim CFOs before we exit a business because we need extra help with the sale process. As far as experts in demand,  covid-19 has created opportunities for new channels and new products. Using Fresh Origins again as the example, we are going into the retail channel, so we are looking for experienced sales executives and expert resources to help us take advantage of this opportunity. 

SM: Above all else, what is the one quality you always look for in a leader—whether short-term project hire or long-term for company growth? 

KC: We have seen different styles work in different situations, and not all leaders are cut from the same cloth. But the ability to problem solve is the key; being able to create solutions that move quickly and not get sidetracked or bogged down by every little obstacle that arises. 

SM: Any advice for striking that elusive work/life balance, particularly in our increasingly virtual and 24/7 world?  

KC: Being on devices all day is draining, compared to pre-pandemic when you were meeting someone in person for lunch or coffee. I’ve been trying to take technology breaks throughout the day—go for a walk or read a physical book. I don’t think we realize the impact this is having on our mental and physical health. As we move into the “new normal” we need to retain some balance and not let ourselves get sucked into our desks, our computers, and our phones. 

SM: In one sentence, what was the biggest, unexpected change in 2020 that you are embracing in 2021? 

KC: Being less scheduled, not attending kids’ birthday parties [laughs], and not commuting.