Confidence & trust are vital to deals succeeding
The increasing Trust Deficit between business, labour and government exacerbates this trust deficit is a paucity of corporate transactions. Whilst deal monitors will try to ‘find’ deals, the impact is most pronounced in the ‘unrecognised’ part of the market – ie in mid-market private companies. These may be owner-operated or family concerns.
Many of them are wondering if there will ever be a time where conditions are ripe for putting their business up for sale. Business confidence is at an all-time low, interest rates are increasing, inflation rates are stubbornly high – all of which contribute to increase uncertainty (read, risk) and hence a market for buyers.
In this article we expand on how owners prepare to successfully exit an investment.
Preparation and planning for a divestment / sale
Many owners of businesses (be they Private Equity or family owned) are wondering if there will ever be a time where conditions are ripe for putting their business up for sale.
Business confidence is at an all-time low, interest rates are increasing, inflation rates are stubbornly high – all of which contribute to increase uncertainty (read, risk) and hence a market for buyers.
Other considerations that sellers make when divesting include*:
What Capital could be realised from sale of the asset?
What positive and negative impact would a transaction have on existing business units?
Who are potential interested parties and why would they be interested in the asset?
What transaction structure is likely?
What transaction structure will provide the greatest returns to shareholders?
Are in-country management aligned with shareholders?
What alternatives exit for divestment?
What are the Risks Arising from carve-out, piecemeal, minority stake transactions?
What Governance and Listing/Regulatory Procedures are applicable to each location?
What Transaction Guidelines would apply to an Offer?
How would the debt underlying the assets be dealt with?
What are the likely timelines?
*The list above is not exhaustive.
Alignment with entire team involved
Ensuring that the organisation is well prepared for a divestment of a business unit, territory or asset is vital. Often, business leaders assume that 'everyone must know about it', but the way in which information is managed, specifically around transaction matters will determine the relative success or otherwise from such a project.
Alignment includes aligning the business with external stakeholders, including deal advisors, media and financial partners.
Understanding separation costs: cash, opportunity, complexity.
Costs of undertaking a 'divestment' are originated from a wide variety of sources. These include external advisor costs, new hires and even additional variable costs such as technology licenses and travel costs.
The opportunity cost of "focusing" on a specific transaction / structure / counter-party should also not be underestimated.
Finally, the complexity related to unwinding an investment from the "mother-ship" needs to be considered when undertaking the planning process related to a divestment.
Establish a compelling 'Value Story'
Successful deals evolve from mere numbers and statistics to include qualitative factors that transcend the financials. The narrative matters, because it engages the minds of all involved in the transaction and thereafter.
The ability to successfully communicate the Value Story will undoubtedly require a mix of finance and communication skills. The professionals able to bridge this gap are invaluable.
Finally
Sellers can focus on 5 areas to build a sustainable advantage when approaching a divestment.
Determining the true value of a divestment
Preparing early
Aligning internal and external stakeholders
Managing costs
Embracing best practice transaction processes.
Honing the above skills will improve seller readiness, maximise deal value whilst minimising costs and disruptions.
The ability to successfully divest of an asset, business-unit or territory is being challenged in the current economy. An ongoing, active business operation is crucial.
Additional Resources
This article if for informational purposes and not as a substitute for professional tax advice.
It's crucial to stay up to date with the latest compliance and regulations and consult with a transaction expert for specific cases as transaction standards can vary by jurisdiction and may change over time.
AC Corporate Transaction Services is a professional services firm guiding clients successfully through corporate finance, legal, governance and tax matters. Our services include divestments, capital structuring, business valuation and transaction advisory work.
If you require further information, please contact AC Corporate Transaction Services on: info@accts.co.za.
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