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The future of the business

How to prepare for a sale and other exit strategy options

Parting with your family-owned business is no less difficult than the artist parting with a great work. It is your masterpiece and your life’s dedication. With some planning, you can help position your business to attract buyers. In this installment of our eight-part series, “Pivotal moments for family enterprise,” we’ll chart a path of things to consider when trying to get a fair value for your business and protect wealth for future generations.

When you create something great, it can be tough to let it go. Many artists struggle with the thought of selling their work, and some have even gone so far as refusing to sell to someone they didn’t think valued it as much as they did.

It’s a conundrum familiar to many family business founders, who have worked so hard to realize their vision and can’t imagine it in the hands of someone outside the family. In our global survey of family enterprises, only one in 10 respondents saw an outright sale to a third party or an initial public offering as preferred options for executing their company’s leadership succession. In a separate Deloitte survey, 63% of next-generation family business leaders surveyed said it was “very important” or “fairly important” for the family business to own intellectual property.

But the life cycle of family business ownership is complex, and decisions to exit, in whole or in part, are often driven by individual family members’ wants and needs. The next generation may not be interested or prepared to take over. There may be multiple partners or family members involved, many with different aspirations. Some might want to keep growing the business, while others seek to cash out their stakes.

If a sale is in a family enterprise’s future, its level of preparedness to sell will likely impact the level of interest, valuation, and terms it receives. Fully understanding the options and opportunities can put shareholders in a position to choose the route that is best for the business and their individual needs.

Balancing liquidity and control

In past publications, we have underscored the importance of building internal alignment between the family strategy and the business strategy to create a shared view of the future. This process may become even more complicated when considering succession along with a liquidity event. There are often only a few candidates from the family who are realistically able to move into leadership and sustain multi-generational success. Understanding who is ready and willing to step up well ahead of time can help the family start the succession process by developing future family leaders.

But it’s also valuable to consider if non-family partners will likely be needed one day, whether it’s to provide liquidity to a family founder, infuse cash into the business to accelerate its growth, or help the family diversify its investment portfolio. There are a host of reasons why a family enterprise might need access to outside capital—and plenty of options for accessing it without ceding control.

“Family business owners who balk at the idea of selling their businesses might find there are other options that enable them to access the capital or liquidity desired with far less dilution or even no dilution,” says Max Hughes, managing director of Deloitte Corporate Finance LLC. “You’re limited only by your ultimate goals and imagination.” For example, family leaders wanting to retain control might consider taking on additional debt, with investors receiving a fixed return and only board observation rights or limited board representation.

Even when it comes to equity investments, there are different ways to structure the transaction (e.g., convertible preferred, participating preferred, or minority equity), which can allow the family to retain control while raising capital for growth or family liquidity.

Click here to view an overview of equity alternatives

When family members express an interest in divesting the company or just their stakes, it’s beholden on the rest of the family to better understand their reasons for wanting to sell. Sometimes a third-party intermediary can help the family explore their individual needs, look across the capital structure, and offer a perspective of what could be possible based on the amount of liquidity everyone needs. One of the most difficult stages of this process tends to be balancing larger and smaller distributions among shareholders, which typically requires reallocating equity relative to the unequal distribution of the proceeds. This could be why many families in this situation often have buy-sell agreements in place that designate prices for the internal transfer of equity.

Readying for a transaction

Once the possibility of a sale is on the table, the next step is putting the company in the best possible position to receive a strong offer. Many family businesses have experience as acquirers but may not have as much on the other side of the table, says Jake Wise, managing director at Deloitte & Touche LLP. “This might be the first time they’ve gone through the selling process, so they may not know what they should know,” Wise says.

Specifically, family enterprises need to be prepared to address any issues that might have an impact on the valuation prior to the transactional due diligence and consider how the proceeds can build multi-generational wealth for the family. Here are four preparatory steps family business leaders may want to take before considering a whole or partial sale.

A good real estate agent will assess the home you’re selling for its strengths and its weaknesses. Companies need the same kind of advance work so there’s ample time to highlight value-enhancing advantages and address correctible inadequacies. Bringing in an outside perspective can help pinpoint improvements that will lead to better offers.

“You need to be able to put yourself in the buyer’s shoes and come up with a short list of things that are likely going to be issues for you in a sale,” says Ryan Stecz, an M&A tax partner with Deloitte Tax LLP.

Many entrepreneurs achieve success through a blend of smart financial management and gut instinct. When it comes time to selling, buyers will likely be far more interested in the former.

This is where the quality of earnings report comes in—it tells them what aspects of the company’s financial performance are repeatable and which are nonrecurring. It’s one of the first data points most buyers will want to examine, and just a handful of items that are deemed unsustainable can reduce the perceived earnings before interest, taxes, depreciation, and amortization potential of the business and may translate into a lower valuation. The potential buyer will also likely be looking for justification for growth targets, particularly in new business forays that don’t have much of a track record.

This means the business will need to ensure that its reporting systems are accurate and provide the kinds of insights a potential buyer would need to better understand the business. There may also be time to follow in the footsteps of an increasing number of companies that have invested in sophisticated forecasting tools that enable their businesses to improve financial reporting and analysis.

Tax matters can have a significant impact on value in a transaction. Sellers should fully understand and be able to clearly explain the business’s legal entity and tax structure, tax filing profile, and potential tax issues to a potential buyer.

For instance, a business that may not have been filing returns in several states where it should have been may result in adding previously unreported tax costs. A thorough review might also uncover potential tax-specific value drivers (e.g., opportunities to obtain a step-up in tax basis or attributes that may be available to offset future taxable income) connected to the business or the assets being sold, thereby boosting the value for an acquirer.

To help spot these potential issues and opportunities, family enterprises should consider preparing a “tax fact book” that describes the tax profile of the business being sold. Further, this exercise might also prompt a consideration for mitigating potential tax risks (e.g., amended return filings, voluntary disclosure agreements, or method changes) or could give rise to potential structuring alternatives that may be mutually beneficial to seller and buyer.

Wealth planning may seem less important than getting the business ready for sale and closing the deal when it happens, but there are steps family business owners can take in advance to potentially reduce their tax exposure from a sale and pass on more wealth to their heirs.

One popular vehicle for multi-generational wealth transfer is a grantor-retained annuity trust (GRAT), which business owners often use to gift business equity to their spouses, children, or grandchildren ahead of a transaction. A GRAT effectively freezes the value of those interests, which is likely to be lower before any sale, thus limiting future transfer taxes.

In addition, families may want to evaluate whether a family office structure will be required after the transaction closes. If an outright sale is being considered, someone will need to manage the family’s new wealth and determine where to invest it in line with the family’s goals and values (look for more on that topic in our final upcoming article in this series on family office creation).

Telling the right story

All this preparation will help the family present the business in the best light to ensure they ultimately realize as much value as possible and achieve all their objectives in a sale. “It’s really a question of how you can best position yourself for the process and put your best foot forward when presenting to buyers,” says Wise.

A sale is a big decision for any enterprise, but for families running a business together it can be especially emotional. For many, there’s a deep and rich history that got them to this point, and the prospect of stepping away from their creation can be distressing. This makes it that much more important to bring a fact-based, disciplined evaluation to the process. Just a little preparation can go a long way in helping family businesses paint the pictures they envision.

Future of the business questions for consideration

Questions to ask when considering a sale or other capital-raising transactions

Are we aligned as a family to handle the capital needs related to ownership succession?

What have we tried to present as options to any family members who are unclear about the merits of selling the family business?

Have I or another family member considered selling a minority interest in the company to meet the enterprise’s liquidity and/or growth needs?

Do we have a firm grasp of what aspects of the company’s earnings are repeatable and which will be viewed by a buyer as likely nonrecurring?

How confident are we that our financial reporting and analysis capabilities would be able to generate the kind of information we would need to furnish to a seller?

Next up: “Family office creation” will explore the considerations for starting a family office—such as operating costs, partnerships, proper controls and investments, and roles and responsibilities—and how to form a family office that meets your family enterprise’s needs.

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