Need: Prep For Sale
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Activating AI: Empowering Your Business for Success
Interim CFO To Support Current CFO During Add-On Acquisition
Interim CFO needed for post-close accounting support at portco
A CFO at a PE-backed consumer products portco came to us with an urgent need for post-closing accounting support for an add-on acquisition the firm was about to close on for the portco. With the add-on about to close, there was an immediate need for an interim CFO that could translate the target’s accounting to align with GAAP, help with monthly closes, prep for audit, begin budgeting, and more. The portco CFO quickly needed an interim CFO for the new add-on that had small company experience, analytical skills, industry experience, and who was available to be onsite for the interim work.
BluWave quickly identifies exact-fit interim available to work
Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade interim CFO needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of interim CFOs that uniquely meet the private equity standard. We interviewed the portco CFO to understand their specific key criteria, and then connected the client with two select pre-vetted interim CFOs from our invitation-only Intelligent Network that fit their exact needs.
Client selects ideal candidate to ensure smooth transition with add-on
Within 24 hours of the initial scoping call, the portfolio company CFO was introduced to two PE-grade interim CFOs that specialized in helping companies close books when undergoing a PE add-on acquisition. The client selected their ideal choice. The portco CFO was able to confidently engage the interim resource without wasting time or cost and gain the extra pair of hands he needed to ensure the add-on went smoothly.
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.
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.
Merger Integrations: How BluWave Helps
In our latest BluWave Studios video, Keenan Kolinsky, a BluWave Consulting Manager outlines ways BluWave supports clients looking for third-party merger integration expertise:
- Scope out the type and level of support that the client is looking for.
- Match client with select exact-fit providers in our network based on criteria, budget, timing, and more.
- Connect clients with extra merger integration support such as pre-merger synergy assessments and TSA support.
Watch the video to learn more.
Interested in learning more about merger integration support and how we can help? Visit the Merger Integration Hub.
LMM VP with vital need for prep for sale resource to successfully support portco in process
Prep for sale resource needed for healthcare tech portco
A PE firm came to us with a critical need for an independent prep for sale resource for their healthcare technology company. Ready to sell their portco, they were looking for an interim controller that could come in and manage the book closing as well as the influx of requests that would occur during the sales process. They immediately needed a resource that had been through a PE sales process before that could come in early and stay with them for 3 to 6 months until the firm closed the sale of this portco.
BluWave identifies top providers with industry specific expertise
Leveraging our founder’s 20 years in private equity, we have extensive frameworks for assessing PE-grade prep for sale needs. BluWave utilizes technology, data, and human ingenuity to pre-map, assess, monitor, and maintain deep pools of independent interim controllers that uniquely meet the private equity standard. We interviewed the PE firm to understand their specific key criteria, and then connected the client with the select pre-vetted interim controller from our invitation-only Intelligent Network that fit their exact needs.
Firm engages provider and begins prep for sale process
Within 48 hours of the initial scoping call, the PE firm and portfolio company were introduced to an experienced PE-grade financial consultant who specialized in preparing companies for sale. The PE firm 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.
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.