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Negotiated Sale or Auction?

“It is a match made in heaven. I’ve known for years they’d want to buy my company eventually. Should I negotiate just with them or take my company to market and try to bring in other bidders, you know, get an auction going?” Tom (not his real name) was ready to sell his company. Though having just celebrated his 73rd birthday, Tom was still going strong. The company he founded in 1982 was generating strong cash flow, and there was nothing on the horizon to indicate the company would not continue to grow.

Tom had first called me about three years ago. At that time, a potential buyer had flown into Nashville and made a strong pitch to buy Tom’s business. At the time, Tom asked me to help him determine what his selling price should be. I researched comparable sales relative to the growth of his company, from which I gave Tom a range of value he could expect. After about a week to think about it, Tom decided to not sell. I didn’t try to convince him otherwise, though I wasn’t sure why he was waiting. Tom had already made enough money to retire, and the company valuation would generate capital more than sufficient to provide a nest egg for his four children and seven grandchildren. But for whatever reason, at that time Tom wasn’t ready to sell, and I didn’t push him.

Tom called me this summer saying he was finally ready to sell. It was during that call he posed the question whether he should negotiate with just this one potential buyer or take the company to market. By even asking that question, I knew Tom was a smart business owner. You see, most people assume when selling a business, the owner should cast a wide net, get an auction started, negotiate with as many buyers as possible, and watch the valuation soar. While I have indeed seen that happen, I’ve also seen unnecessary time and expense invested with sub-optimal results. Auctions seem like a good idea, it just takes a perfect alignment of stars and moons for it to work the way intended. {More thoughts on that in a subsequent blog post}.

There are times when a business owner knows in his bones who the right buyer is. When I sold my Christian radio business, I knew the right buyer would be the publicly traded company that specialized in Christian-formatted radio stations. When they knocked on my door, I had a choice just like Tom had …negotiate directly with that one potential buyer or take my company to market. I chose to negotiate directly with them because I just felt they were the right buyer. By “right buyer” I mean my business was perfectly strategic with their business, and hence, highly probable to generate a maximum valuation.

Having said that, there is an art to achieving the maximum value in a direct negotiation. The business owner should decide in advance what he wants from the sale of their business, tell that number to that buyer, and be prepared to calmly walk away from the negotiation if the buyer does not agree to those terms.

There are two things you have to remember when doing this: First, you can’t put a ridiculously insane valuation on your company. You can shoot high but don’t be unreasonable. I generally advise owners to get a solid market value, then add about 20% to that number. This 20% is the premium the right buyer will often pay. Think of it as the “strategic premium.” Second, be prepared to walk away if the buyer doesn’t accept your number or get close to it. In other words, you’ll know sooner than later if the buyer is really the right buyer. If not, then you can take your company to the broader market.

I advised Tom there was no downside to first negotiate with this buyer who had been interested for over three years. If the right deal can be put together, that’s great. If not, we’ll take the company to a broader set of potential buyers.


JIM CUMBEE is President of Tennessee Valley Group, Inc. a retainer-based business brokerage and transition mediation firm in Franklin, TN. Cumbee is an attorney and has an MBA from Harvard Business School. He has a wide range of corporate and entrepreneurial experiences that make him one of the most sought-after business transition advisors in the state of Tennessee.

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Tennessee Valley Group

Jim Cumbee established Tennessee Valley Group to help business owners fulfill their dreams for life after business ownership. It’s a mission that his 30+ year career history had prepared him well for—in addition to being an attorney, transition mediator and business broker, Jim has been a buyer, seller, and entrepreneur. His broad range of experience gives him unique insight into how business buyers and sellers can achieve their goals.

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