(This is the first in a series of stories on tips for selling your business. For more information, contact any of the attorneys in Barley Snyder’s Mergers & Acquisitions Group.)
It is often said that a business begins to be sold from the time it is formed.
However, when the time comes, selling a business takes time – and not just the time of actually selling the business. What often takes much longer is preparing your business to be sold, especially if you are starting the process from scratch.
“It is a long process,” said Oliver W. Hoar, former president and CEO of R.H. Sheppard Co. Inc., which just used Barley Snyder as its legal counsel in the $145 million sale of its company to Brussels-based WABCO Holdings Inc. “But we wanted to do it right, and it’s a difficult decision to make. We wanted to be sure we had the right advisers, the right attorneys and the right investment bankers. In the end, we had an exceptional team.”
Like Hoar and the upper-level executives at his Hanover-based family-business knew, selling a business doesn’t happen overnight. The genesis of the decision to sell R.H. Sheppard came from gradual marketplace changes over years that Hoar said the company was not sure it wanted to face without a partner. Still, even when a decision was made to explore a possible sale of the business, it took more than a year from initial discussions with various potential buyers to close the deal.
That process included the hiring of advisers – including the legal team at Barley Snyder. Partners Jeremy Frey and Paul Mattaini led a team of more than a dozen Barley attorneys that helped navigate R.H. Sheppard through the sale process, guiding the deal from start to finish. The process included negotiation of a letter of intent, due diligence, definitive purchase agreement and closing the transaction. Among the areas involved in the due diligence were real estate, environmental, employee benefits, taxation, antitrust and foreign operations.
Having what Hoar called an “incredibly responsive” legal team in place was a key to the deal, since WABCO is a publicly traded company that needed to act in an expeditious manner.
“Everybody quickly realized we had a demanding buyer,” Hoar said. “The people at Barley Snyder always responded almost instantaneously to any response or demand, and were available at all hours of the day. They really helped us work our way through it, and all around, it was a phenomenal experience working with them.”
Like any complex deal, Hoar said challenges pop up in surprising places. Then the challenges are often explained in the unique language of the negotiation of an M&A transaction, a space where only a select few are fluent in the dialect. So Hoar and his associates made it a point to ask their advisers for further explanation whenever they didn’t understand even the slightest piece of language.
“That’s the biggest advice I can give to anyone: ask questions,” Hoar said. “The language can get foreign very quickly. If you don’t understand something, make sure you understand it before you move to the next phase. It can really come back to haunt you if you don’t fully understand something, but agree to it anyway. Jeremy and Paul were very good at explaining things to us when we didn’t understand.”
While selling a business can be a difficult process, Jeremy and Paul point out that there are actions you can take – in consultation with a company’s advisers – that can expedite and ease the process of selling your company, if that is your intent.
Over the next few weeks, we’re going to examine a few of the most critical elements involved in preparing your business for sale and explaining them in-depth.
And if you’re at the beginning stage of preparing your business for sale and have questions on the process, please contact Paul Mattaini, Jeremy Frey or any of the attorneys in Barley Snyder’s Mergers & Acquisitions group.