Is Now a Good Time to Consider Selling Your Business?

I’m having an increasing number of conversations with business owners recently where they have asked whether it’s a good time to sell their business. If you run a successful private business, you have probably been approached by private equity firms gauging your interest in selling or taking on a big investor. Anecdotally though, it seems that these approaches are becoming more frequent and the valuations on offer higher than ever.?

The current situation reminds me of 2006 when I saw a surge in people exiting businesses at fantastic prices. Shortly after that, the GFC hit, and it all came to a grinding halt. Obviously, it depends on lots of factors including your age, your industry, your motivation, and stage of life. But subject to those personal considerations, my answer is increasingly, yes, now is a great time to sell a business.?

It starts with the largest investment institutions, big superannuation, pension funds and wealth management firms. With share markets hitting record highs, they are trying to diversify and find better value opportunities. Many of these organizations are mandated to invest these funds regardless of valuations. Increasingly they’ve poured billions into private equity.?

With a flood of money into private equity funds, managers are looking across the country at private companies they can buy or invest in to deploy these funds. What happens in situations like this is there’s more money and more managers competing for the same number of deals. In such a competitive environment they have a choice, pay more than they’d like to or stay disciplined and miss out on the deal altogether.?

Here’s where it gets tricky. Often the funds are deployed even though it puts future returns of the fund at risk. Why? Well, firstly it’s not their money. Secondly, if they don’t deploy the cash their investors will want their cash back. Either way, if they don't find businesses to buy then they don’t get their management fee. ?

While many PE firms will be disciplined, many aren’t, and this is when bad investments are made. As the late great investor, Charlie Munger once said, “show me the incentive and I’ll show you the outcome”. So, the deals will get done and this flood of money will find a home. That’s why as the landscape becomes increasingly competitive the price earning multiple on private deals starts to ratchet up.?

In many cases, the profits of these businesses are not increasing dramatically to justify the higher prices private equity will pay, they are simply prepared to pay a higher multiple of the profit. It’s also the reason I’ve completely avoided private equity funds for my clients. They sound great but in this current market, it’s possible you’re paying $1 to buy 80 cents. ?

Conversely, it's a great opportunity for a business owner who might have been thinking of selling in the years ahead to bring forward their timeline. Why? It’s because this situation isn’t sustainable. This is the frothiest part of the market cycle. Once the music stops business owners will see these offers dry up and they be leaving tens if not hundreds of millions of dollars on the table. So, is it a good time to sell???

Yes absolutely.?

The next question I get is what’s the timeline??

If these elevated prices on offer are not sustainable then when does it end? How long do you have before things change? I continue to be surprised by how high and how long both the share market and property market have continued their rise. The level of growth needed to justify current valuations is very high. This is especially so in an environment where higher rates are taking so long to cause the slowdown they are intended to create. I think we are already overdue for a pullback in share markets and economic growth, so I'd get on with it sooner rather than later.??

Then it's about how to structure a deal when you sell your business. Usually, deals are structured as a mix of cash, shares and an earnout based on hitting agreed metrics in the years ahead. If you think there’s a risk business conditions might deteriorate significantly, then logically you’d want to take as much of the sales proceeds in cash as possible. Signaling is important in these transactions. A founder who wants all cash is a red flag for investors, so you need to temper your enthusiasm in this regard and ensure your selling narrative is for the right reasons.?

Often business owners take more in shares and much less in cash if they feel there is still high growth ahead. But unless you are convinced of the upside growth opportunity a higher cash component is worth considering given you won’t have the same level of control or autonomy over the company post-exit. And no matter how well it starts it’s always difficult for founders to manage with the new regime and increased bureaucracy during the earn-out phase. While a three-year earn-out phase is the norm, if you can negotiate a shorter period, it might be better for you.?

This is, in my opinion, a once–in-a-generation opportunity for business owners to potentially obtain a price that they may look back on in a couple of years and regret not taking. Like 2006 and even 2021 for tech, once the music stops and the downturn is in full swing, these deals dry up and the valuations fall to much more normal or even depressed levels. So, if you have been thinking about selling your business in the next few years, I would strongly suggest considering whether current higher prices coupled with the potential for an economic downturn ahead, make it worth acting much sooner. ?

General Disclaimer: This information is of a general nature only and may not be relevant to your particular circumstances. The circumstances of each investor are different, and you should seek advice from an investment adviser who can consider if the strategies and products are right for you. Historical performance is often not a reliable indicator of future performance. You should not rely solely on historical performance to make investment decisions.