BUSINESS SALE

Selling your business can be achieved in several different ways, depending on your exit criteria. Our team of ‘sell-side’ advisors can guide you through the business sales options and design the right process for you. Each route requires specialist knowledge and planning to ensure that your sale process is successful.

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I WANT TO SELL MY BUSINESS – WHAT OPTIONS SHOULD I CONSIDER?

There are several ways that you can achieve a sale of your business. The options can seem confusing and are often over-complicated by jargon. However, the best option, or options, will normally become apparent after a review of your business and your exit objectives by our ‘sell-side’ experts. A single track or multitrack process can include one or more of the following:

Option 1 – Selling to Trade

This where a trading business purchases your business, commonly with the intention of integrating it into the larger organisation. It is the most common and straight forward transaction to understand. However, to achieve a trade sale your potential buyer must be convinced of the strategic benefit of buying your business and bringing it into theirs.

Option 2 – Selling to Private Equity

Private equity looks to buy businesses, grow them, and sell for a profit. This will see your business maintained as a separate entity - for the time being. Your business must have good organic opportunities for growth a strong management team and good prospects for its eventual onward sale to trade or a future public listing.

Option 3 – Selling to your leadership team in a Management Buyout (MBO)

A management buy-out (MBO) is where your management team makes an offer to buy your business. Commonly a seller will initiate such conversations, but this must be done with extreme care. An MBO can be funded by private equity, debt, vendor deferred, vendor rollover or a combination of each.

Option 4 – Employee ownership trusts

An Employee Ownership Trust (EOT) is a tax efficient way to transfer the ownership of your business to your employees. Currently a sale to an EOT attracts material tax relief for the seller. Such deals are funded buy debt and vendor deferred or vendor rollover.

Option 5 – Listing your business on a public market

Listing your business, typically on the Alternative Investment Market of the London Stock Exchange (AIM) where all, or more typically, a proportion of your equity is sold to the public. Listing is an authorised activity that we are unable to advise on, but we can assist you in finding the right advisors if this is your chosen route.

WHO DO WE WORK WITH?

We work with owner-managers of UK privately-owned SMEs that are ready to sell or part of their company and value strategic advice and support to ensure the sales happens smoothly and the right price is paid by the right buyer.

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BUSINESS SALES - HOW TO GET IT WRONG

A business sale can quickly go wrong when owners start the process under-prepared or in an opportunistic fashion. Typical mistakes that owner-managers make during a company sale process include:

  • Failing to understand the different exit options and choosing to pursue the right one (or ones) for you;
  • Entering into any process without preparing fully;
  • Failing to take control of your exit assuming that it will just happen;
  • Underestimating the demands a sale process places on senior management and its impact on business performance;
  • Poor understanding and articulation of the business's value proposition, its value drags and value drivers;
  • Inability to stay three or four moves ahead of the process due to lack of experience;
  • Poor communication to stakeholders post deal.

BUSINESS SALES – HOW TO DO IT RIGHT

To ensure a successful business sale and minimise disruption to the day-to-day running of your business, you need to achieve these key objectives:

  1. Set out your exit criteria, thinking carefully about your required net returns and the legacy you wish to establish with employees, customers and other key stakeholders;
  2. Undertake a critical review of your business and identify value drags and value drives. Develop a plan to mitigate drags and enhance drivers;
  3. Carefully decide on the best business sale option for you and your business;
  4. Thoroughly prepare for due diligence covering all aspects of legal, financial and commercial so you are ready to respond to enquires promptly.
  5. Take a structured approach to identifying your buyers – which may include your existing management team - and work towards developing and positioning your business in a way that delivers best value to them;
  6. Run a structured sales process to your timetable that brings buyers to the table at the same time to create competitive tension;
  7. Negotiate skilfully the complex terms that surround a business sale to maximise value and minimise future risk;
  8. Maintain professionalism in all interactions to deliver the conversations that build trust with identified buyers;
  9. Build an internal and external communications plan to protect value and satisfy the needs of all stakeholders.

BUSINESS SALE ADVISORY SERVICE

Our M&A specialists add value by ensuring rigour in your business sale process and skilfully executing the transaction to deliver a successful completion. We will ensure that you identify the right exit option(s), the right buyer, negotiate and secure the deal, protect confidentiality and manage associated risks. This is what our business sale advisory service offers:

WE PREPARE YOU AND YOUR BUSINESS

We will advise you on preparing your business for the rigours of the process ahead. We will work with you to create a standout information memorandum (IM), financial model and data room. Where your exit is a little further away, we can help you increase value in your business through our business exit planning service.

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MANAGE THE SELLING PROCESS

We will manage a structured process that will drive competitive tension where appropriate and deliver the best offer for your business. We will manage information release, bidding timetables and management access. As your lead advisor we will be responsible for making your deal happen.

MAXIMISING YOUR NET RETURNS

Tax structuring is a major part of any business sale. A mistake in the structure of a transaction can cost hundreds of thousands, if not millions of pounds. We will ensure that your transaction is structured in the most tax efficient way possible and tax risks are minimised wherever possible.

ADDITIONAL BENEFITS OF USING SHAW & CO

SECTOR AGNOSTIC

We have the expertise and capability to help sell your business no matter what your industry. We maintain specific sector knowledge while focussing on the complexities of selling owner-managed businesses.

INTERNATIONAL REACH

We have the capability to help market and sell your business to interested buyers overseas. We have a proven track record of accessing key overseas buyers on behalf of our clients with particular success in the US.

CIRCUIT BREAKER

We act as a ‘circuit breaker’ to remove emotion while having those difficult conversations on your behalf with buyers. Every sales process has difficult moments and we are there to manage these on your behalf.

RELATED AREAS OF EXPERTISE

FAQS

Why should I use Shaw & Co to help me plan a business exit?

We have taken many clients through this process. We are renowned experts and have many years’ experience helping owners accurately assess the value of their business. We have helped numerous clients to exit their businesses and realise their ambitions.

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What is the fastest way to increase the strategic premium of my business?

The truth is that building value takes time and there are no real short cuts. This is why starting an exit planning process early is always beneficial. An organisation can take time to change, processes can be challenging to imbed and should an element of repositioning in the market be needed, it can take several years to complete.

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When is the right time to start my business exit planning?

It is never too soon to start thinking about the exit of your business. However, our process is most effective when you are planning for your exit to be between 12 and 36 months in the future. This gives us sufficient time to deliver our process and for you to implement our recommendations which will then facilitate a significant return on your investment with us.

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How can a corporate finance advisor help me?

Corporate finance transactions are not an everyday activity and it is unlikely your team will have the skills and knowledge required to navigate a deal. We provide expert advice to ensure a successful outcome.

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Why should I use Shaw & Co to help me sell my business?

We are experts in selling mid-market owner-managed businesses and have managed sale processes on behalf of clients that have involved some of the world's largest buyers (such as Unilever), as well as much more modest companies, through to private equity and everything in between. We ensure that your business is fully prepared for the transaction and maximise its value by positioning the business with buyers in the best possible way. Our experience ensures that you aware of what is coming next so that you can stay several steps ahead of negotiations. Selling a business is the largest transaction of many business owners' lives. It is not the time to ’learn on the job‘ but the time to ensure that you have the absolute best experts alongside you.

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What sort of businesses can you help to sell?

We work with businesses looking to sell that have a value of more than £5m. We may agree to work with slightly smaller businesses in circumstances where a buyer has already been approached and the mandate falls short of a full marketing process. There is no theoretical maximum value of the businesses that we work with. Recent sales values have approached £100m and our median deal value is between £20m and £30m.

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Are you a broker?

No, we are not brokers. We are professional advisors. Whilst our role often involves the introduction of parties to a deal, our value is much greater than a simple introduction service. We support you in the development and articulation of your business case, the negotiation of terms and the management of completion - all of which materially improve the end result, adding significant value to your transaction.

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How do you get paid?

Our fees are predominantly ’Success Fees‘, meaning that we get paid on completion of the deal. We take great care to make sure our fees are aligned with your goals and we take pride in our fees always being a proportion of the value we add. A smaller proportion of our fee is structured as a ’Commitment Fee‘ which is paid monthly whilst we are working on your sale.

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How long does a business sale take to complete?

The process of preparing a business for exit, marketing the opportunity and completing a deal, take an average of around nine months. However, this all depends on the readiness of the business and the value aspirations of the owners. We have worked with business owners for several years before an exit is formally started to align business value and personal financial aspirations.

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Can you do international deals?

Yes, we have completed cross-border transactions on numerous occasions. We are fully capable of accessing international buyers and investors looking for opportunities in the UK. However, all our clients are UK based entities.

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Are you sector specialists?

We have specific sector knowledge derived from many years of collective deal making experience. However, we pride ourselves on the diversity of sectors we work with which challenges us to think creatively. This creative and challenging approach brings huge value to our clients when helping them to build robust business cases. See some of our specific sector experience.

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When Shaw & Co is involved, will I lose control over the process?

Certainly not! Our aim is to become part of your extended team keeping you up to date with all developments. All decisions are yours to make. Our aim is to make those decisions easier.

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What sort of service experience can I expect if I instruct Shaw & Co?

We take all of our clients through a carefully crafted journey. This not only ensures that we are a great match for each other but, once engaged, it helps us to deliver exceptional client service that exceeds expectations.

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LEARN MORE ABOUT SHAW & CO

Why Shaw & Co

WE MAKE DEALS HAPPEN

Our highly talented people are creative, innovative and thrive when faced with a deal-making challenge. It's no surprise that we make deals happen and turn your ambition into a greater outcome.

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Fees & charges

COMPLETELY TRANSPARENT & ALIGNED WITH YOUR GOALS

Our objective is to ensure that our fee more than pays for itself from the value we create for you and your business.

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