As we discussed in the previous two articles on this topic, “Are You Ready to Sell Your Company?” and “Exit Strategies for Transitioning Your Business”, there are numerous ways to exit a business. In this third and final article of our series, we discuss the pros and cons of selling a business to a third party, recapitalization, and orderly liquidation.
Sale to a third party
Third-party sales of businesses are the most common exit strategy—in many cases, they present the highest dollar amount in the open market.
There are strategic buyers, which are usually larger companies. These types of sales are good for “bolt on” acquisition opportunities that already scale up or complement a company’s existing business model.
Additionally, there are financial buyers—typically long-term investors who are mainly focused on cash flow.
● A sale to a third party typically brings the highest price.
● This is a rather quick exit strategy once the transaction is finalized (e.g., an outright sale or an earn-out).
● Usually, a sale to a third-party yields more cash up front (if not all up front).
● With regard to default risk, there is generally less risk for the seller with a third-party sale. (If you are like many owners selling your business, this is your retirement plan—having to rely on installment payments can be risky.)
● The terms of the deal can be less subjective and more immediate.
● A third-party sale could facilitate new growth strategies and goal-setting geared toward anticipated business outcomes. A third-party sale could help preserve the legacy of a company that has been struggling over time giving the seller confidence that the business will transition into good hands.
● This option alleviates any inter-company politics.
● A business sale to a third party can be a tedious and long process.
● The sale process can detract from the focus and energy of running the business.
● With this option, it is hard to be discreet while brokering the deal without the industry finding out.
● Potential earn-outs after the actual sale can be a downside if the agreed upon performance metrics are not met.
● After the sale of the business, owners can become frustrated with various aspects of the process and terms.
● Overall, business owners may find it difficult and complex to close the deal on a third-party sale.
Recapitalization is a strategic way to fund your company’s balance sheet by bringing on a partner—typically a private equity firm—to finance the business with either debt or equity. This exit strategy gives the company an opportunity to seek quicker growth or fund research and development projects for a potential larger return as the end game.
● Recapitalization allows for a full or partial exit depending on how much of the business was sold.
● This option reduces the owner(s) risk in the business by being able to diversify personal asset allocation.
● This exit strategy provides capital for faster growth and new projects with potentially higher return on investment.
● Sometimes it can be a challenge merging two cultures and systems if the partnership is not a good fit.
● Owner(s) might not remain in charge if a majority interest is sold.
One of the most difficult things to do as a business owner is to shut down the company you worked so hard to build. However, it may be your best option in order to repay your investors and still preserve, capital/investment.
Orderly liquidation is typically seen in companies that go out of business or shut their doors because of an unforeseen death, divorce, or distressed situation. Essentially, the sum of the total asset values exceeds the ability of the business to produce the income required to support the investment.
If you decide to liquidate your business, be sure to take these important things into consideration before you shut the doors for good:¹
● File all business documents required by law to dissolve your company.
● Cancel unnecessary business expenses (e.g., registrations, licenses, business name, etc.).
● During the closing process, make sure employee payments are compliant with state and federal labor laws.
● File final tax returns for your business. Keep all tax records and business returns for the legally required time frame (typically three to seven years).
● This exit strategy is good for a quick disposition of assets.
● Liquidation can be cheap in cost to facilitate.
● This can be a good option when asset values exceed the value as a going concern.
● Going this direction may be advantageous if the sum of the parts of the business is greater than the whole. This is especially true for asset intensive businesses.
● The final proceeds of an asset sale could end up being very different than fair market value if you are needing cash quickly to pay debt or wind-down the business.
● No intangible capital (goodwill) is added to the total sum of the business as a whole.
● Selling tangible assets is different than selling an ongoing business. There are different tax implications and knowing your options can take time to understand.
We can help
Selling, recapitalization, or liquidation of a privately owned business can be complex. Commerce Trust is here to help you plan and navigate your various exit strategies. Contact us if you are ready to exit your business, have questions about how to proceed, or need further information and guidance from our professionals who have helped countless other business owners.
¹ Executive Summary, “Succeeding Through Succession: Clarfeld | Citizens Private Wealth’s Success and Succession Survey,” https://www.businesswire.com/news/home/20210913005600/en/Pandemic-Prompted-Two-Thirds-of-High-Net-Worth-Business-Owners-to-Change-Succession-Plans-Clarfeld-Citizens-Private-Wealth-Finds , accessed August 8, 2023.
² Yaqub, M. (CBC), BusinessDIT, Marcum LLP, “Baby Boomer Business Owner Statistics 2023: The Facts and the Trends,” https://www.businessdit.com/baby-boomerbusiness-owner-statistics/ , updated April 8, 2023.
The opinions and other information in the commentary are provided as of August 30, 2023. This summary is intended to provide general information only, and may be of value
to the reader and audience.
This material is not a recommendation of any particular investment or insurance strategy, is not based on any particular financial situation or need, and is not intended to replace the advice of a qualified tax advisor or investment professional. While Commerce may provide information or express opinions from time to time, such information or opinions are subject to change, are not offered as professional tax, insurance or legal advice, and may not be relied on as such.
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