One of the webinars from Business Brokerage Press on May 7, 2020 was Structuring Transactions Post-Coronavirus — COVID-19 Virtual Roundtable. https://www.axial.net/forum/structuring-transactions-post-coronavirus-covid-19-virtual-roundtable/
The roundtable was led by Axial CEO, Peter Lehrman, and included 10 middle market deal professionals. Kristina Mayne, Director of Events for Axial, has written up notes from the webinar.
Here are a few questions and answers from the panel regarding virtual due diligence that are helpful for business sellers and buyers.
How are perspectives on virtual diligence evolving?
- It can be challenging but you can still check the four C’s of credit (capacity, character, collateral, cash flow) in a virtual environment.
- It comes back to knowing the sponsor and spending enough time with management on the phone or video call and expanding your breadth of contact — you can still validate integrity in an old school way through a virtual format. Background checks are also imperative.
How much diligence can be done virtually? Will you close a deal without meeting in person?
- In person is critical — won’t submit any bid without meeting the management team several times.
- Will perform diligence but not close without multiple in-person meetings. The assumption when submitting LOIs is that there will be multiple visits in person in June or July. Sitting across the table is a key part of relationship building and making sure everyone is aligned.
- Sellers are offering virtual tours of plants in order to try to get deals done.
- Most are assuming that it will be weeks before travel opens up, and counting on that to be able to get deals done.
- It’s all about relationships right now — going back to people you know who you’ve worked with before rather than entertaining new vendors.
New standards for environmental health and safety due diligence post-COVID
- SRP Environmental (an environmental, health and safety consultant) is being brought in to verify that manufacturing facilities are providing training and doing deep industrial cleaning for COVID. This has held up deals.
- This work has replaced a lot of work they historically did in the oil and gas space.
- This work will be a fundamental addition to due diligence for buyers of manufacturing facilities; also doing the work for office buildings, stadiums, and other facilities as everyone looks to open the economy. All the work has to be done on site.
Jeff Moody, CBI and managing intermediary for ECBI had this to add:
“While we have seen that many things can be accomplished virtually, the nature of a business transfer will require several in-person meetings. It is not like buying something online.”
Women-owned businesses have had a major impact on the U.S. economic recovery since the recession of 2007 – 2009. A report from Womanable and American Express OPEN’s 2016 State of Women-Owned Businesses shows that there have been 1,072 net women-owned businesses started each day in the U.S. since 2007. Women-owned businesses have grown at a rate that is five times the national average for the last 9 years (9% increase of total businesses vs. 45% of women-owned businesses). Florida ranks first among the top 10 states to show the quickest rate of growth in women-owned businesses!
Additional information can be found in the article by Heidi Travis:
Many know that Walton County is the fastest growing county in Florida right now. What many people may not know is that the rural area of Freeport could become the hotspot of Walton County. State Rep. Brad Drake, state Senator George Gainer and Freeport Mayor Russ Barley have discussed the town’s future and believe that the area could nearly triple in size in 10 years from 6,000 to 15,000.
In the article “Officials Foresee Economic Boom in Freeport”, Rep. Drake says, “South Walton is a very attractive choice because of the beaches, and Freeport is equally as attractive with the pristine waterways, the Choctawhatchee Bay and all the special tributaries that we have that make our area uniquely beautiful.” Many South Walton visitors learn about the area when they travel through the gateway of Freeport on the newly expanded 4 lanes of Hwy. 331.
Freeport’s master-planned community of Hammock Bay continues to grow. They house almost 4,000 of Freeport’s 6,000 residents. The development of three new subdivisions and an apartment complex are also underway. Several national stores and restaurants have opened in Freeport in the last 2 years. Freeport’s infrastructure is also growing and improving. Freeport is upgrading its wastewater treatment plant with 14 million dollars in grant money. The future definitely looks bright for Freeport and Walton County.
For more information, read the article by Nathan Cobb.
If you are a business owner and you are considering selling your business, what are you looking for in a business intermediary? Interview your candidates and have them walk you through their process and approach. Ask about their experience in selling businesses, and about the businesses in your industry. How do they target the buyers for your business? Will you be comfortable working through the marketing and due diligence process with them?
When selling your business consider who will be answering the following questions that Brent Beshore asks in his article, “Should You Hire an M&A Advisor to Sell Your Business?”
- Who will source and vet potential buyers? (phone calls, buyer/seller meetings & site visits)
- Who will gather the history of my business including detailed financials, customer and vendor contracts, employment and real estate agreements and legal actions.
- Who will negotiate the deal? (the letter of intent, due diligence and final paperwork.)
- Who will keep me emotionally in check during this whole process?
- Who will be proactively pushing the deal forward on my side?
If you’ve never completed a transaction like this from the selling side, you might want to consider engaging an experienced and knowledgeable intermediary. Emerald Coast Business Intermediaries would like to sit down and discuss an exit strategy with you.
For more information, click on the following article:
Should You Hire an M&A Advisor to Sell Your Business?
Brian Mazar, from Louisville, Kentucky and a friend of our Manager/Broker, Jeff Moody, discusses the key points that business owners need to address before selling their business. In his article for Divestopedia titled “When is the Best Time to Sell My Business?”, Brian recommends how to prepare for the sale of your business by building market value and improving cash flow.
Even in a strong national economy, owners need to build market value by doing the following:
* Have clean and verifiable financial statements for the last 3 years
* Have SOPs (Standard Operating Procedures) documented and in place
* Resolve and eliminate liabilities or liens
* Make sure company equipment and the facility are maintained and in good operating
* Secure key employees with employment agreements
* Eliminate non-contributing employees
* Have a management team that can operate without the current owner
* Add more customers to your base if you are relying on 1-2 large customers
Improve cash flow:
* Reduce unnecessary inventory
* Collect outstanding receivables
* Renegotiate key supply contracts with more favorable terms
* Reduce personal adjustments on income statements
* Make sure financial controls are established
These recommendations are vital to allow potential buyers to see your business in the best possible light and help you to get the sale price you want.
For more information: https://www.divestopedia.com/2/4648/pre-sale/preparation/when-is-the-best-time-to-sell-my-business
Please view the video at the link below:
We wanted to let you know that all of our team is safe, and our offices were undamaged in the largest hurricane to ever make landfall in the Florida Panhandle. At the same time we are asking for your prayers and support of our friends to the East in Panama City, Mexico Beach, Apalachicola and inland up through the panhandle and into Alabama, Georgia, the Carolinas and beyond. Hurricane Michael was a tremendously powerful storm that caused massive destruction all along its track. Our area is strong, already helping with Hurricane Michael relief, and will come back stronger than ever. Please join us in helping the rebuilding efforts on the Northern Florida Gulf Coast and beyond.
Let us know if we can help you find or sell a business in this wonderful area.