News & Insights

Sell-Side Negotiation Tips from M&A Advisors

Thursday, May 17, 2018
 

Skillful negotiations are the make-or-break moment of most M&A transactions. No matter how well things appear to be going, it can all fall apart at the negotiation table. The buyer and seller must be committed to specific, clear, and productive discussions that don’t allow emotions to jeopardize their hard work.

First-time sellers commonly struggle with negotiating deals. If you’re selling your business, you must be ready to meet possible challenges, and must be willing to compromise. This means making a list of the non-negotiables well before you sit down at the negotiation table. Your team of M&A advisors should be able to help you with this undertaking. Here are some tips drawn from years of experience with M&A negotiations.

Pre-Negotiation Prep Work

It’s taken you years to build your business, and your staff may feel like part of the family. This means that there may be a lot at stake. Do your homework so you can understand your buyer. This can help you negotiate a fair deal that moves the transaction closer to closing.

Though due diligence is the buyer’s job, the seller should be well-prepared for the process. Ensure the buyer has a good reputation and is financially capable of completing a transaction. Talk to previously acquired business owners. Investigate how successful the integrations were, and whether the buyer keeps their promises.

One of the most important things to do is ensure the buyer can finance the deal. Otherwise you can end up wasting a lot of time on a deal that will inevitably fail. Establish a clear negotiation calendar that sets a viable, realistic timeline for key negotiations and transaction goals. Decide on key discussion topics ahead of time to keep your negotiations, and the transaction they support, on track. It’s also wise to draw up some ground rules before you reach an impasse. Then, when there’s a disagreement, you can lean on the understandings you’ve already reached.

Strategies for Negotiation Game Day

When you finally sit down at the negotiation table, some simple strategies can help you make the most of your time:

  • Don’t sacrifice anything for nothing. You can’t win every battle, but don’t make concessions for no reason. You should never give something up without getting something in return. Even if it’s a small matter, a this-for-that approach is always best.
  • Move strategically. Each round of negotiations should move your interests forward—not serve as a dumping ground for emotions and mindless disputes. Reviewing the items you have agreed to gets you on the same page and keeps the negotiations positive.
  • Know when to walk away. Negotiations that drag on for weeks and go nowhere benefit no one. Don’t waste time. You don’t have to complete the deal simply because you’ve already invested time and energy into it. This impulse to complete the deal at all costs can catapult you to failure.

Experience and Objectivity Win

M&A negotiations can be intense. Seller and buyer emotions often color the process, dragging it on and making it less productive than it could otherwise be. You should be prepared for some emotional turmoil, so work hard to maintain your objectivity. An M&A advisor can help remove some of the emotion and focus on the pros and cons of each negotiated point, looking at the overall deal picture. Having a buffer in between the emotional reaction and what is communicated can certainly smooth the negotiations as well. Most importantly, remember that experience is often what wins these negotiation sessions. A skilled M&A advisor is worth their weight in gold. They can keep you focused on the ultimate goal, let you know what’s reasonable and what’s not, and take much of the negotiation burden off of your shoulders.

Preparation for a Successful Transaction

Before the team at Rua Associates brings a company to market, we work with them to identify synergistic market opportunities. We then take that information and survey the market to find buyers who can take advantage of those opportunities. This is just one step of many that we go through prior to taking a business to market. This process has typically allowed our clients to enjoy multiples higher than the standard valuation methods show. Our process mitigates the risk of bringing a business to market when value expectations cannot be met. It also facilitates finding the buyer with the right fit and enhances our ability to close the deal.

Use the Value Builder Survey to Understand Business Value

Wednesday, December 27, 2017
 

The Value Builder System was developed by author John Warrillow to help business owners understand the value of their business from a buyer’s perspective. The first step is for the business owner to fill out a 40 question survey which will provide them with their overall Value Builder Score. Their answers are compiled and compared against 23,000+ businesses to create their scores for each of the 8 value drivers. Additionally, several reports and presentations are automatically created explaining the business owner’s scores as well as suggestions for improving their scores.

Here are some possible uses for educating your client using these tools:
1.One-on-one discussions with clients regarding their value
2.Business owner roundtable on understanding & improving value
3.Newsletter articles on understanding & improving value
4.Webinars on understanding & improving value
5.Workshops/Lunch & Learns on understanding & improving value



Mission Design and Automation acquired by Concurrence Capital Holdings

Friday, October 27, 2017
 

NuVescor Group, Michigan’s premier mergers and acquisitions firm, is pleased to announce the successful sale of Mission Design & Automation LLC of Holland, MI to Concurrence Capital Holdings LLC of Grand Rapids. NuVescor, represented Mission Design and Automation, working with the support of Rua Associates.

A leader in automation technology for a diverse mix of industries, Mission Design and Automation was founded in 2004 on the principle of treating all stakeholders – customers, employees, suppliers and partners – with the highest degree of integrity. Mission specializes in the design and manufacturing of highly complex automation solutions for the automotive, office furniture, medical and consumer goods industries, serving customers in North America.

Concurrence Capital Holdings is a private investment and management firm that offers the strategic capital, expertise and partners to provide the right transitional solution for targeted investment opportunities.

“Loren and the entire Mission team are to be commended for what they have accomplished together. They have developed a stellar reputation as a company that people want to work with and for, and that is known for world-class design and automation capabilities and exceptional customer service,” said Michael Brom, Managing Partner at Concurrence Capital Holdings. “They are well positioned for even greater growth as the automation industry continues to flourish. Jason Byrd and I are thrilled to partner with them and leverage our experience to help support their continued growth.”

NuVescor is a distinguished mergers & acquisitions service provider headquartered in West Michigan and serving clients throughout Michigan and the Midwest. Their passion is discerning and achieving client objectives through successful and timely business transactions. NuVescor offers a complete array of professional buy and sell-side business brokerage services including corporate M&A outsourcing to a growing network of clientele.

Testimonial from Sellers of Shelby Eye Care

Friday, October 27, 2017
 

We tried to sell our practice four different times over the course of several years. Unfortunately, each time it fell through we wasted more time and money in the process. We finally decided to use a merger and acquisition firm and selected ClearVision and the Rua Transaction Process because of the detailed approach and successful history with businesses throughout Michigan.

The staff we worked with was friendly and experienced as we went through each step of the process. And, in the end, having an experienced M&A representative as a liaison to negotiate with the buyer was truly what made the difference and helped us finally close the deal and reach our goal.

How To Buy or Sell a Business-Sterling Heights

Thursday, October 19, 2017
 

The Michigan SBDC has assembled a team of experts to discuss various topics about Buying or Selling a business.

Speakers 

  • Opening remarks-Wendy Thomas and Mike Gay-SBDC
  • Greg Light ( Rehmann)
  • Dawn Drozd ( Rua Associates)
  • Mark A.  Haywood ( Mark A. Haywood & Associates PLC)
  • Dale Brown (PNC  Bank)
  • Mike Ufford ( Michigan Certified Development Corporation)

Topics Include:

Topics to include:

•Business Valuation

•Preparing for Sale

•Due Diligence

•Financing Your Purchase

Event Details

What: How to Buy and Sell a Business

Who: Business owners and others who desire to learn about acquiring or selling a business as well as other professional business advisors

When: Tuesday, November 14, 2017  8:00 AM-12:00 PM.  Breakout sessions will target buy and sell side challenges. There will also be a panel discussion at the end from 11:15am to 12:00pm-moderated by Mike Gay-SBDC

Where: Velocity Collaboration Center, 6633 18 Mile Road, Sterling Heights, MI 48314

Cost: $50.00 (includes full breakfast buffet served at 8:00am)-Program starts at 8:30am

To register:
www.SBDCmichigan.org/Training


Questions? Contact 734-487-0355

Shelby Eye Care Associates acquired by Eyewear Detroit LLC

Wednesday, October 18, 2017
 

Rua Associates LLC in partnership with ClearVision, Inc. of Metro Detroit is pleased to announce the successful sale of Shelby EyeCare in Shelby Township to Dr. Darren Smarch of Eyewear Detroit. Dr. Smarch saw an opportunity to expand his existing practice with the addition of Shelby EyeCare. Dr. Smarch and Dr. Haba will continue to work closely together to provide the exceptional level of care and customer service that both doctors are known for.

Shelby EyeCare is a state-of-the-art diagnosis and care facility that utilizes the most advanced testing and diagnostics in the industry. Dr. Smarch and the staff at Shelby EyeCare will continue to provide the high-quality service, value and friendliness that Dr. Haba provided to her clients for decades.

ClearVision is a Michigan-based firm that offers business strategies and mergers & acquisitions services to business owners. By partnering with Rua Associates, ClearVision is able to provide an exceptional experience for clients looking to sell their business or grow through acquisition.

Rua Associates is a distinguished mergers & acquisitions service provider that partners with other professional service providers to provide the full array of disciplines needed to have successful and timely business transactions. Rua has also developed a proprietary proven process that greatly increases the success rates for business transactions as well as the customer experience.




ProCare Restoration Services acquired by Master Maintenance Corporation

Monday, October 09, 2017
 ProCare Restoration Service in Grand Rapids sold to Master Maintenance Corporation in Ypsilanti, Michigan

“The purchase of ProCare Restoration Services adds needed services requested by our customers. We are now able to provide full service property damage restoration including mitigation and reconstruction in the Grand Rapids area,” said Paul George, CEO/President of Master Maintenance. “These services will be offered in the Detroit market in the coming months.”

Master Maintenance Corporation, established in 1992 by current CEO/President, Paul George, and headquartered in Ypsilanti, Michigan, is a full-service facility management company providing the absolute best value in commercial cleaning and building maintenance. With a footprint that spans all 50 states and reaches into Puerto Rico and Canada, Master Maintenance serves the following industries: corporate headquarters, commercial, retail, industrial, educational, and medical facilities. Their well-trained, uniformed associates take pride in providing a clean, safe, and healthy work environment utilizing state-of-the-art equipment and technology. Master Maintenance’s capabilities include: janitorial and porter services, hard surface floor care, window cleaning, power washing, handyman services, lawn care and snow removal.

ProCare Restoration Services, headquartered in Grand Rapids, Michigan, provides full service property damage mitigation, restoration and reconstruction following catastrophic events such as fire, water/flood, mold, and wind damage. Working to exceed every customer’s expectations is the core of ProCare Restoration Services’ mission. ProCare Restoration Services provides for the following: water damage, fire and smoke damage, mold inspection, testing and remediation, carpet cleaning, tile and stone cleaning, insurance claim repair, residential remodeling, commercial construction, emergency plumbing repairs, and odor removal. They also provide 24/7/365 emergency services.

Rua Associates, LLC proudly served as the exclusive mergers and acquisitions representative for this transaction.

Visit www.procareteam.com or www.mastermaintenance.com


How to Buy/Sell a Business-Ann Arbor

Friday, September 08, 2017
 

The goal of this seminar is to inform business owners and others on the many aspects of purchasing or selling a business.

Speakers 

  • Charlie Penner, Michigan Small Business Development Center (Opening Remarks)
  • Jack Johnson, MCDC
  • Greg Light, Rehmann, Business Valuation
  • Dawn Drozd, Rua Associates, Preparing to Sell
  • John Carter, Insyght Legal, Due Diligence
  • Dave Ellis, Old National Bank, Financing Your Purchase

Topics Include:

Specific Topics will be addressed in breakout sessions and will include:

•Business Valuation

•Preparing to Sell

•The Purchase Process and Due Diligence

•Financing Your Purchase

Event Details

What: How to Buy or Sell a Business

Who: Business owners and others who desire to learn about acquiring or selling a business

When: Tuesday, October 24, 2017 8:30 AM-12:00 PM. Registration will begin at 8:00 am. A final Panel Discussion will be held from 11:15 to 12:00 with a question and answer session between panelists and attendees. There will be networking opportunities both before and after the event.
***The Buying and Selling tracks will be ran simultaneously

Where: Washtenaw Community College-Morris Lawrence Building-Room 101, 4800 E. Huron River Drive, Ann Arbor, Mi 48105

Cost: $50.00 and includes Buffet Breakfast


How to Buy/Sell a Business-Lansing

Tuesday, September 05, 2017
 




The goal of this seminar is to inform business owners and others on the many aspects of purchasing or selling a business.

Speakers 

  • Tom Donaldson-Michigan Small Business Development Center (Opening Remarks)
  • Mike Gay-Michigan Small Business Development Center (Process Overview)
  • Greg Light, Rehmann
  • Nick Good, NuVescor Mergers and Acquisitions
  • Mark Kellogg, Fraser Trebilcock
  • Dan Warmels, Warmels Comstock
  • Nick Heriford, PNC Bank

Topics Include:

Specific Topics will be addressed in breakout sessions and will include:

•Business Valuation

•Preparing to Sell

•The Purchase Process and Due Diligence

•Financing Your Purchase

Event Details

What: How to Buy or Sell a Business

Who: Business owners and others who desire to learn about acquiring or selling a business

When: Wednesday, September 20, 2017 8:30 AM-12:00 PM. Registration will begin at 8:00 am. A final Panel Discussion will be held from 11:00 to 12:00 with a question and answer session between panelists and attendees. There will be networking opportunities both before and after the event. Continental breakfast provided.

Where: Lansing Community College-Washington Court Place, 309 North Washington Square, Lansing, MI  48933

Cost: $25.00 (free for Veterans with proof of military service)







M&A Seminar-Traverse City

Tuesday, August 22, 2017
 

Join a Panel of Experts for an Engaging Case Study

Whether you want to expand your business, decrease your holdings, transition to family, or plan for the future, our panel of experts will guide you through optimizing every facet of the process. Learn how you can:

  • Meet Your Financial Goals
  • Identify Quality Prospects
  • Be Confident in What You Are Buying or Transitioning
  • Structure the Best Transaaction
  • Control the Process
Following our presentation, we invite you to join us for a guided, walking tour of Iron Fish Distillery's farm, including grain fields and outbuildings where spirits were once distilled earlier in the 20th century, along with an informative overview of the soil-to-spirit process

Date: September 21, 2017
Location: Iron Fish Distillery, 14234 Dzuibanek Road, Thompsonville, MI 49683
Sponsored by: Rehmann, NuVescor Group, Huntington Bank and Rua Associates

4:00PM Networking, Cocktail Sampling & Appetizers
4:30PM Panel Case Study
5:30PM Guided Tour
6:30PM Conclusion

Cost $35/person

To Register:

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