Mar 07

Ensuring Successful Deals - The Important Role of Due Diligence

Donald Grava March 7, 2016

A hot air balloon floats above a field with cows and trees

Importance of Due Diligence

Due diligence is a critical part of any deal. However, this is not just a time for the buyer to research the seller.  It is equally important that the seller research the buyer.  If a deal falls through because of problems with the buyer performing, e.g., a lack of funding, the seller will have wasted both time and money.

Typically, due diligence is performed after a Letter of Intent (“LOI”) has been executed by both buyer and seller.  This process usually takes 30-60 days or sometimes longer if there are complicating factors.  This is a time for the buyer to ensure that the company they are buying meets the standards the seller claims it does, i.e., that it matches what is stated in the selling memorandum and subsequent management meeting(s).  If the information does not match, the buyer may negotiate a lower price, attach extra conditions to the sale, or pull out altogether.

It is in the seller’s best interest to ensure that due diligence is completed as soon as possible. Delays extend the transaction and could ruin the deal entirely.  Therefore, it is important to answer promptly any information requests from the buyer.  It is usually helpful to give the buyer access to the company’s CPA firm and attorney.  Most of the time, the selling company’s information is loaded into a virtual data room for the buyer’s review.  Sensitive documents should be coded so that they can only be reviewed, not copied or printed.  The most organized sellers set up the virtual data room before executing the LOI to save time.

Any negative information about the company should obviously not be emphasized.  At the same time, it shouldn’t be hidden.  The seller always makes a mistake when they assume the buyer won’t discover some weakness.  That’s the classical mistake of underestimating your opponent.  The seller should always assume that the buyer will discover this information during due diligence and will wonder what else the seller is hiding.  That usually slows the transaction down and results in the buyer increasing the size of the escrow or adding onerous terms to the Definitive Agreement.  Even if the information remains hidden, it will likely come out after closing, and that will cause the buyer to withhold payment of the escrow or other deferred payments based on the grounds that the business was misrepresented.  Instead, the seller should be upfront with any problems the company has and should indicate potential solutions.  A well-qualified financial advisor will know how to present this type of information.  Let’s face it, 10Ks and many other documents contain negative information that is presented in such a way that it’s not enough of a problem to dissuade someone from investing.  This is the same issue.

To avoid wasting time and before executing a LOI, it is the seller’s responsibility to make sure that the buyer has the financial wherewithal to purchase their business.  Additionally, the seller should ensure that the buyer will be able to run the business once they have purchased it.  If there are red flags, the seller should adjust the payment structure accordingly to make sure they are getting the best deal possible.  Both the buyer and the seller need to do their due diligence to make sure the transaction closes on or close to the scheduled timing.  That way, both buyer and seller achieve success, which is the ultimate goal.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Feb 28

Strategies for Researching Potential Buyers in M&A

Donald Grava February 28, 2016

Princeton University Library

M&A - Researching Potential Buyers

When selling a company, it is always important to research potential buyers, even before launching the transaction.  This information can then be used to shape the seller’s strategy when preparing for the transaction.  By determining what a buyer wants to accomplish by purchasing the company, the seller can be sure to highlight the aspects of the company that will especially appeal to that buyer and other buyers.

Researching a company is not difficult and is always beneficial.  For publicly traded companies, SEC-required reports are available to the public online.  A Google search on the company, its products, and its officers will yield helpful results.  Other databases, e.g., LinkedIn and the company’s website, are also useful sources of information.

Private companies pose more of a challenge as financial data is difficult to obtain, particularly in the US.  Nevertheless, some simple research can usually give one a feel for the size of a company.  For example, if the company has three 100,000 square foot facilities, one has to reasonably assume that their revenues are substantial.  Similarly, if the company has one small location, it portrays the opposite.  But one should never ignore that type of buyer.  Frequently, these companies have investors who are more than happy to put more money into the company for acquisitions.

An M&A specialist can also ask questions of the buyer and of others in the industry.  Finding out what businesses the buyer has purchased in the past, how they purchased them, their criteria for this particular purchase decision, and what they are looking for in a potential transaction are just a few questions that can be posed to find out more about the buyer.  Besides just gaining information, this can have the added benefit of determining if the buyer would be serious in making an acquisition.  A buyer with answers to these questions is more likely to be actually looking to make an acquisition, whereas a buyer who does not have answers is probably just shopping around and will be unlikely to make an offer.

Properly researching buyers has no downside; at the very least, knowing more about the buyer will make the transaction go more smoothly.  Furthermore, it may increase the chances of closing the deal and potentially even increase the valuation.  Thus, there is no such thing as knowing too much about a buyer.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Feb 14

Tips for Valuation and Marketability in M&A

Donald Grava February 14, 2016

 

Suzzallo Reading Room at the University of Washington in Seattle

 

When considering the sale of a business, it is very easy for a business owner to be pessimistic about its value.  This is definitely a mistake, particularly because it can cause a potential seller to miss out on potential opportunities.

It may be ironic that I founded an M&A boutique firm to help people sell businesses; however, my own father, when I was young, who owned a small chain of variety stores, decided to close the business rather than sell it.  He sincerely believed that no buyers would be interested.  Mind you, he didn’t test that theory; however, he thought he was right.

A business owner should never assume that his or her business is too small to be of interest to a large company.  It is important to remember that there is a difference between the financial value as portrayed by the financial statements and the market value.  The market value includes more than just how much the company is worth monetarily.  It includes the value of intangible assets like customer base, distribution network, location, having a unique service or product, having loyal customers, and having name recognition, along with steady growth and profits.  These and other factors always contribute to a company’s value but are not always easily quantifiable.

Additionally, just because a company has mediocre recent financial results does not mean it will not sell.  Buyers will look at the future of the company and make an assessment of its potential.  This is especially true when the economy is in a down cycle.  It is also important for the seller to accurately analyze the business’s true financial position, marketability, and potential.  A good M&A advisor will know how to do this quickly and accurately.

For a company with modest financial results, it is important not to oversell the company, as buyers may pull out if they feel the results are unsustainable or the revenue and profit projections are unrealistic.  When pursuing the sale of a company, one must strike a balance between underselling the company and missing out on potential buyers, and overselling it and scaring off or losing potential buyers during the sales process.  Once again, a good M&A advisor can help strike the necessary balance.  The advisor can also provide value-added by finding the “right” buyer who will understand the value and potential of the company for sale.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Feb 07

The Value of Customer Lists and M&A

Donald Grava February 7, 2016

Library-of-the-Canadian-Parliament-Ottawa-Canada.jpg

The most obvious step to take when growing a company is to acquire more business by adding customers. To many, it would seem like the larger the customer base, the better your company will look to potential buyers. However, it is important not to fall into the trap of taking on any and all customers that come your way. In the long run, having too many customers could be a strain on the company’s resources and profitability. The goal is to build and maintain a customer list that will add value to your company when you sell it.

When starting a business, it seems sensible to take on any and all clients. It is critical that one not maintain that attitude, though. While this is a great way to build a large customer base, it frequently results in a situation where each customer will only be generating a small percentage of the company’s income. On top of that, marketing and servicing a diverse set of customers is expensive and could have a negative impact on the company’s profitability. At the end of the day, the best strategy is to eliminate low margin customers. It can also be tempting to do things like take on both commercial and federal contracts to broaden your customer list. Depending on the product or service, this could be a mistake. Some buyers will not want to acquire a company with multiple types of contracts and customers with divergent goals and views of the world. Usually, it is more effective to choose one type of customer and work on developing and maintaining those customer relationships. It’s also more profitable, which will drive the valuation more than just a large list of customers.

Specifically, having a large customer list is not necessarily what will make your company appealing to potential buyers. Instead, one should work on developing long-lasting, large client relationships with clients that have shared needs and characteristics. Ultimately, having a smaller number of loyal customers will give your company a higher value in the eyes of prospective buyers. To be clear, profitability per customer is important. It’s also very important to avoid customer concentration, i.e., having one customer account for more than five or ten percent of total revenues. Thus, if your company doesn’t have customer concentration, has long-term customers with steady contracts, and they provide above-average profits for the company, you’ll have a very marketable company that will generate a high valuation.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Jul 08

Selling your business when a lease is involved

Donald Grava July 8, 2015

Lease_1

Most businesses rent commercial space where they operate their office, warehouse, manufacturing plant, retail space, etc. Therefore, it’s important to address the issue of selling your business when a lease is involved.

If you rent space for your business and are considering an M&A transaction, you should be aware of the nuances involved because of the lease. The leased space and your relationship with the landlord may have an impact on your potential M&A transaction so it’s an important issue.

First, it’s important for the seller to review the lease terms. When does the lease expire and are there any options to renew. Those will be the first two questions that a prospective buyer will ask. Once the buyer gets really serious about purchasing the business, they’ll want to know if the lease is assignable. Most of the time, even without an assignment clause, lessors are happy to accept assignment because the buying company is usually larger and a better credit risk than the selling company. It’s important to give the landlord time to review the possible assignment. Many times, sellers ask the landlord to accept an assignment and expect an immediate answer. That’s unreasonable.

The other situation that comes up is when the buying company doesn’t want the space that the seller occupies. That can be tricky for the seller as they’re obligated to pay the lease whether they’re occupying the space or not. In this case, the lessee or seller should look to see if the lease includes a provision to sublet. Provided the space can be re-rented in this fashion, the cost to the seller may only be a few months’ rent. The seller should be aware that even if the space is sublet, the seller is still responsible for all of the lease terms. It should also be noted that it’s very unusual for a buyer to want to move the business immediately or even shortly after closing. That transition time is always valuable to a seller where they’re responsible for the lease.

The other situation is when the lease will expire soon, and there is no option to renew. This can be dangerous to the seller because the buyer may want to keep the space in that location, while the landlord may have other plans for the space. In this case, it’s important to talk with the landlord to determine if you can have an option to renew or if they’ll allow you to execute a short lease (or extend your current lease term) so that the company doesn’t have to move in a hurry. This is one of the reasons why it’s important to have a good relationship with your landlord.

As part of Versailles Group’s M&A advisory services, we have assisted many clients in negotiating with the landlords or the acquiring company to make the lease issue a non-issue so that our clients could have a successful closing. Selling a business when a lease is involved doesn’t have to be complex; however, it’s an important issue that has to be addressed.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

For more information, please contact
Donald Grava
Founder and President
617-449-3325

Jul 02

Small Business Appraisals: Should You Just Hire an Investment Bank Instead?

Donald Grava July 2, 2015

business appraisal or investment bank?

How much is my company worth? Every business owner should be asking this question! Business owners usually plan to sell their company eventually, and understanding the business’ actual value is absolutely critical to planning a retirement strategy.

There are many valuation services that cater to small, privately owned companies. These services can cost up to US$50,000 and will use a multitude of valuation techniques. The end product is an intricately detailed report that attempts to determine the intrinsic value of the company. Yet when it comes to selling a company, such services always overlook one important fact. At the end of the day, the most important determinant in a seller’s price is how much the buyer is actually willing to pay. Appraisals can be useful for getting a ballpark estimate of your company’s worth, but complex valuation models won’t change the fact that pricing mainly depends on the buyers, especially when the company isn’t publicly traded. This is why it is so important to have the right buyer.

The only time a business owner will ever get a completely accurate valuation of his or her company is when it is finally brought to market. Even if one chooses to get the business appraised beforehand, one would still need to find real buyers afterwards. Just because a valuation report claims that your company is worth US$20 million doesn’t mean that buyers will be willing to instantly hand you US$20 million in cash. The M&A process, including painstaking negotiations are still necessary to secure a strong offer, especially if you have any specific preferences on deal structure (e.g., if you want to stay with your company after the sale). Most of the time, an auction process involving multiple bidders will maximize the value of the business, and with the right buyer, you will receive an offer higher than the initial valuation.

That’s where a boutique investment bank like Versailles Group comes in. Versailles Group has nearly three decades of experience in searching for and negotiating with buyers from around the world. By applying its expertise and experience, Versailles Group will enable you to obtain the maximum value for your business. Hopefully, this will give the business owner some insight into the question: small business appraisal or investment bank?

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987. If you are interested in buying or selling a business, please contact us for a free consultation.

Donald Grava
Founder and President
Versailles Group, Ltd.
617-449-3325

(Photo by Don Grava)

Jun 30

Valuation Multiples and Selling your Business

Donald Grava June 30, 2015

valuation multiples, business

Valuation multiples can serve as a starting point for estimating the value of your company. The valuation process, when utilizing multiples, is simple: by multiplying a financial metric such as EBITDA by an appropriate multiple, you arrive at a rough estimate for the enterprise value of your company.

So, you ask yourself, I know my company’s EBITDA, but how do I assign the correct multiple so that I calculate a fair enterprise value? The rote calculation of EBITDA*multiple is simple; however, assigning the “right” multiple is an art.

Generally, certain industries have a typical range of multiples for companies that exist in that space. A simple Google search will present websites that claim to provide “valuation multiples by industry.” But if you want to hone in on a more accurate multiple, you are encouraged to do more in-depth research. Organize a list of publicly traded companies that have a similar financial and business make-up to the company you wish to value (i.e., they operate in the same industry and have other similarities). Next, compile a range of trading multiples for these companies by dividing their enterprise value (“EV”) by a financial metric like EBITDA (EV/EBITDA, EV/REV, etc.). With certain adjustments, e.g., including the smaller size of your company versus the public company, which decreases the multiple, this range of multiples should provide you with reasonable guidance. Next, multiply the EBITDA of your company by this range and you will have calculated a valuation range for your business. However, this process (called “comparable companies analysis) may be unreliable because it is based upon today’s market prices, which may be volatile. It may also be inaccurate as many adjustments need to be made to the multiple. For example, if your company has high customer concentration or a union, it's likely that your multiple will be penalized versus other companies in your industry.

Another way to calculate a multiple range is to look for comparable companies that have recently been purchased via M&A transactions . If you can attain the purchase price for a similar company, as well as its relevant financial metric (revenue, EBITDA, etc.), you can calculate its multiple. This is actually a more valid multiple range, provided the data is current. However, this process of “precedent transactions analysis” can be inaccurate because some strategic buyers place a high “purchase premium” when acquiring certain companies, which results in a valuation far above fair market price. In addition, economic conditions may have changed since the time of the previous purchases, so that the multiple range might reflect different market conditions.

The valuation derived from these methods serves as a starting point when discussing company value with your M&A advisor. However, it is just that-- a starting point. It is important to remember that valuation multiples are based on comparisons to similar businesses, yet no two companies are the same. Your company may operate in the same industry and provide a similar service/product as another company, but there are certain unique characteristics of your business that may result in a higher or lower multiple than expected. For example, Company A has similar EBITDA to Company B in the same industry. However, Company A commands a higher valuation because it is deemed a higher quality business due to superior management, branding or other reasons.

There is a fundamental flaw in the structure of the multiple. The denominator represents a financial metric-- such as EBITDA. However, EBITDA is an imperfect proxy for free cash flow because true free cash flow includes taxes, working capital, and capital expenditures, while EBITDA does not. And free cash flow truly drives the value of a business. Thus, buyers will often stray from the simplistic EBITDA*multiple valuation that the business owner expects to receive because buyers base their bid on true free cash flow generation and other important factors. Therefore, a business owner should not be surprised if the initial valuation projection via a multiple is too high (or too low). Valuation is truly an art, and an M&A advisor like the Versailles Group can perform an in-depth financial analysis to help a seller target a fair but full valuation for his or her business. Furthermore, marketing the company properly will find the best possible buyers, which will always result in the best possible valuation.

Founded in 1987, Versailles Group is an independent, middle-market boutique M&A firm and offers its clients access to buyers and sellers worldwide. The firm provides its clients with a high level of personal attention coupled with cross-border transaction experience. Clients benefit from world-class advice, broad expertise, and flawless execution. As one of the leading middle market investment banking firms in Boston, the firm’s focus is on obtaining superior results for its clients. That’s the primary reason why Versailles Group has done more repeat business than any other middle market firm. The net result for our clients is a superior transaction, whether it is on the buy or sell side.

If you are interested in buying or selling a business, please contact us for a free consultation.

Donald Grava
Founder and President
Versailles Group, Ltd.
617-449-3325

Jun 27

When to Sell Your Business

Donald Grava June 27, 2015

The best time to sell a business is usually before the owner has to.

This principle is especially important in the lower middle market and middle market, where a company’s value often depends not only on earnings, but also on preparation, management depth, customer relationships, and the owner’s role in the business. Market conditions matter. Buyer demand matters. But the best time to sell is usually when a company is performing well, buyers can see a credible path for future growth, and the owner still has the flexibility to choose among several alternatives.

For many business owners, selling a company is a personal, strategic, and often emotional decision. A sale may be driven by retirement planning, succession issues, family considerations, a desire to reduce personal risk, or the recognition that the company may need additional capital, management depth, or strategic resources to reach its next stage of growth.

Still, timing can have a meaningful impact on value.

When M&A conditions in the middle market are favorable, buyers are more active, financing is more available, and valuations may be stronger. As a result of robust demand, valuations can be driven higher in many sectors. However, even in strong markets, sellers often hesitate when it comes to the sale of their companies.

Some owners are unwilling to sell because they believe demand and valuations may reach even greater heights in the future. Others are simply not ready to begin a process. Some have not prepared their financial information, strengthened their management team, or considered how the business would perform without their daily involvement.

Yet timing the market is always difficult.

A decrease in demand from buyers, a change in financing conditions, weaker company performance, or an increase in the number of sellers can reduce valuations as demand falls and supply increases. For sellers trying to receive the most consideration for their companies, the key is to be ahead of this shift, not reacting after conditions have changed.

The decision to sell should begin with a practical assessment of the business.

A company may be well positioned for a sale when revenue and earnings are stable or growing, margins are defensible, customer relationships are strong, and buyers can understand the company’s future opportunity. Clean financial statements, a capable management team, limited customer concentration, and a clear growth story can all improve buyer confidence.

By contrast, it may be better to wait if the company is facing short-term operational issues, declining performance, unresolved legal or accounting matters, or heavy dependence on the owner. Uncertainty often reduces value, slows diligence, or creates more difficult deal terms.

Preparation can also influence timing.

Owners who are not ready to sell immediately can still benefit from preparing early. Reviewing financial reporting, addressing customer concentration, strengthening management, documenting recurring revenue, and clarifying growth opportunities can make a future process more efficient and competitive. In many cases, the work done before a company goes to market can have a meaningful effect on the outcome.

The owner’s readiness is equally important.

Business owners should consider whether they are prepared for the demands of a sale process, the disclosure required during due diligence, and the potential transition after closing. In many lower middle-market and middle-market transactions, buyers want the owner to remain involved for a period of time to help preserve relationships, customer confidence, and operational continuity. That transition should be considered before a process begins.

The right time to sell, therefore, is not simply when the market appears strong. It is when company performance, market conditions, and the owner’s objectives are aligned.

For some owners, that may mean beginning a sale process. For others, it may mean preparing the business over the next several years so the company is stronger when the time comes. In either case, waiting too long can reduce optionality. Selling from a position of strength generally gives owners more choices than selling under pressure.

If you are considering buying or selling a lower middle-market or middle-market business, or if you would like to understand whether your company is ready for a sale, please contact Versailles Group for a confidential consultation.

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Jun 25

The Benefits of M&A From a Buyer’s Perspective

Donald Grava June 25, 2015

DSC00507

For those of you looking to sell your company, the benefits of mergers and acquisitions are probably already obvious: you want to retire or do something new, and now you’re looking for a big cash payout. If you’re a prospective buyer, however, the advantages of M&A may be less than immediately apparent. Why should you ever buy another company? What good can that really do for you? These are the types of questions we intend to answer in this blog.

Buying For Growth

Buying another company is most beneficial when the acquisition is part of a larger “growth strategy.” While it is always possible to spur growth organically by building and developing new operational capabilities, this path will require millions of dollars spent on new product development, countless rounds of hiring the appropriate staff, and many years of hard work. In the meantime, your company may already have been leapfrogged by its competitors.

In summary, M&A can spur growth for buyers in the following ways:

Expanding your product line and markets

While developing new products and entering new markets on your own is feasible, inevitably, it will be an expensive and time-consuming process. Additional people need to be hired, new research and development will need to be done, and fixed assets may need to be purchased. In the meantime, you may lose your footing to a faster-moving competitor. In contrast, acquiring another company’s existing product line in bulk can be a surefire way to stay ahead of the competition.

Achieving synergy

In the context of M&A, “synergy” describes how a successful acquisition can create a new company that’s more valuable than the original buyer and seller combined, e.g., 2+2=5. In other words, becoming bigger makes your company more efficient. If your company purchases another company, the new combined entity will have greater purchasing power, better access to technology, lower borrowing costs, etc. The combined firm, if done properly, should have less corporate overhead as the new entity only needs one accounting department, one HR group, etc., to run both firms.

Gaining market share

You can also use M&A to outgrow or eliminate competitors in your industry, both directly and indirectly. Organically developing your own business to keep up with competitors is a messy and difficult process, but a strategic acquisition will immediately remove at least one competitor from the field. In addition, making a synergistic acquisition will make your company larger and more efficient than your remaining competitors.

Conclusion

The benefits of M&A from a buyer’s perspective are achievable; however, if one is serious about pursuing this avenue, it is highly advisable to retain the services of a responsible M&A advisor who can guide you through the process to a successful conclusion.

Founded in 1987, Versailles Group is an independent, middle-market boutique M&A firm and offers its clients access to buyers and sellers worldwide. The firm provides its clients with a high level of personal attention coupled with cross-border transaction experience. Clients benefit from world-class advice, broad expertise, and flawless execution. The net result is a superior transaction, whether it is on the buy or sell side.

Jun 23

Selling Your Business Fast: Know the Risks

Donald Grava June 23, 2015

Miami City View

There are many reasons why owners may want to sell a business quickly. Health issues, looming tax changes, shifting market dynamics, or operational fatigue can all create urgency. Although the desire to quickly sell a business is understandable, haste in the M&A process carries its fair share of risks.

Versailles Group, with almost four decades of experience advising business owners on complex transactions, has seen this dynamic play out many times. Experience shows urgency should never come at the expense of maximizing outcomes.

What Owners Risk by Rushing a Sale

The most obvious risk of an accelerated process is a potentially lower purchase price. Finding and approaching interested parties is a delicate and time-consuming procedure; by rushing through a transaction, you risk passing over the “right buyer.” In several transactions, we have seen strategic acquirers ultimately pay significantly more once given time to evaluate synergies.

Strategic acquirers, who often pay the highest premiums, usually require more time. A capabilities-driven M&A approach is proven to deliver stronger shareholder outcomes: a PwC study of 800 acquisitions found that deals with high strategic fit generated a 14.2 percentage point higher annual total shareholder return (“TSR”) compared to deals lacking such alignment (PwC Report).

We’ve seen the same dynamic firsthand. In one particular transaction, a buyer from South Africa ultimately outbid domestic buyers by 2.5x. That premium was only possible because the process allowed for proper positioning and global outreach. Compressing the timetable would have eliminated the opportunity altogether.

Speed can also create the wrong perception. Buyers may assume urgency signals hidden problems in the business, which can reduce trust, depress valuations, or even scare off potential bidders. Managing the narrative is critical. Versailles Group has repeatedly mitigated this risk by preparing documentation in advance, ensuring transparency, and running a structured process that preserves competitive tension even under tight deadlines.

Finally, a rushed process undermines due diligence. Serious buyers, especially those willing to pay a premium, expect well-organized financials, operational data, and legal documentation. If sellers rush, errors or inconsistencies are more likely to surface, which can reduce buyer confidence, lower valuations, or even derail a deal entirely. A compressed timeline often leaves sellers reacting to buyer requests instead of proactively managing the process, which shifts negotiating leverage away from the seller.

Early Exit Planning: The Solution

Urgency often stems from delayed exit planning. This is a situation that can be avoided entirely. In another Versailles Group blog, “Planning to Exit Your Business?,” we discussed how business owners can start preparing for their eventual sale well in advance, smoothing the path toward a successful transaction. By planning ahead, owners avoid scrambling at the last minute, reduce the risk of value erosion, and retain the flexibility to choose between a fast exit or a longer, value-maximizing process.

Balancing Speed and Value

Owners facing urgency still have options to protect value if they approach the process strategically. Versailles Group has developed a disciplined approach that enables owners to move quickly while still protecting value.

The first element is efficient preparation. By anticipating the need for speed, sellers can work with advisors to prepare materials such as non-disclosure agreements (NDAs), confidential information memoranda (CIMs), and data room contents well in advance. This ensures that even under a speedy process, there is not much sacrifice in quality.

The second element is global reach. Versailles Group’s experience demonstrates that the highest-value acquirers are often not local, and not even domestic. Accessing international buyers requires established networks and targeted outreach. Even under tight timelines, ensuring exposure to the right pool of buyers can mean the difference between a fair offer and a premium one.

Finally, disciplined process management ensures speed doesn’t become chaos. A well-structured process compresses timelines for indications of interest, management meetings, and due diligence, while still maintaining competitive tension. Done properly, urgency can create momentum rather than suspicion.

Meeting the Needs of Different Sellers

Ultimately, not every owner has the same priorities. For some, speed is the overriding priority, and a fair price achieved quickly may be the right answer. For others, maximizing value is paramount, even if it requires more time. Versailles Group has executed both strategies successfully and observes that most clients prefer an approach between the two extremes. Regardless, owners should make this decision consciously, with full awareness of the trade-offs. Selling quickly is not inherently wrong. What is risky is selling quickly without understanding what is being sacrificed.

Conclusion

Urgency is sometimes unavoidable when selling a company, but speed doesn’t have to mean sacrificing value. With the right preparation, process, and advisor, it is possible to sell efficiently while still maximizing value.

For business owners considering a sale, whether immediately or in the future, the message is clear: prepare early, understand the risks of rushing, and partner with the right M&A advisor to safeguard both speed and value.

 

Written by Donald Grava

Originally published: 14 July 2015

Last updated: 18 September 2025

 

Versailles Group, Ltd.

Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies with revenues greater than US$2 million. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987. 

 

For additional information, please contact

Donald Grava

Founder and President

617-449-3325