The Middle Market Review Insights on the Middle Market.
Many successful businesses spend tens or hundreds of thousands of dollars each year developing marketing collateral and programs to promote their products and services. And yet, when they decide to sell their most important asset – the company itself – they completely skimp on building professional and comprehensive marketing material. This can be some of the most “pennywise and pound-foolish” thinking you can make as a business owner.
Having a robust set of investment marketing materials will have a substantial impact on the success of the M&A process in three primary areas:
- The speed of the process
- The efficiency of the process
- Overall buyer perception (which contributes to their valuation considerations)
The more questions you answer in your marketing material, the fewer questions you must answer piecemeal to get the buyers familiar with the business, its dynamics, position, etc. During a sales process, your goal is to get potential acquirers to make a decision quickly and providing the information they need helps speed up the process. The longer your business is on the market, the easier it is to lose momentum.
The more information you provide to buyers, the more quickly they can “self-select” to determine their true level of interest in the opportunity. No business owner wants to waste time educating a potential buyer on their business only for the buyer to indicate they weren’t interested, so the sooner you can help some of them screen themselves out, the better. Use the marketing material to help you decide which buyers to spend time with; ignore the tire-kickers.
Overall Buyer Perception
Human beings are heavily influenced by the appearance of things. If you go to a trade show and there are lots of service providers there, the booth with outstanding marketing brochures and demo stations will always outperform the booth with the better product that is poorly marketed.
Invest in presenting your business as professionally and attractively as possible. The ROI is substantial for well prepared materials.
The CIM or Pitch Book
For the remainder of this post, we’ll refer to investment-related marketing materials as confidential information memoranda, or “The CIM”. The CIM is also referred to as the “offering memorandum”, or, in more informal industry parlance, the “pitch book”, or simply, the “book”.
Let’s say a buyer approaches you to purchase your business and they have already signed your NDA. What should you do next? In an ideal situation you should have a prepared CIM to share with a prospective buyer. The purpose of the CIM is to help a buyer understand your business and the unique strategic investment opportunity it presents.
Well-prepared CIMs tend to have the following:
- Executive Summary
- Company History
- Sales Process and/or Manufacturing Capabilities
- Management Team Structure
- Growth Opportunities
- Competitive Landscape or Industry Outlook
- Intellectual Property Overview and/or Company Assets
- High-Level Financials (preferably five years of historical data and projections, if available)
Each CIM is structured differently according to company’s characteristics. In general, however, it should provide the above information. By providing this information up front, any discussions with a buyer are streamlined and your deal will progress more efficiently. Here’s an example:
Assume you haven’t invested in building a CIM and you decide to approach twenty carefully targeted potential buyers to evaluate your company as an M&A target, and ten of them express a preliminary level interest in your company based on your outreach. Each of them asks you for more information. To answer their questions, you do ten separate conference calls with each buyer and answer some of the exact same questions over and over again. It will take you three conference calls to see what a massive time-suck the process is, especially without a well-prepared pitchbook. Instead of running your business while the buyers digest well-packaged information, you’re on the phone and responding to emails one by one all the time. This is a terrible use of your time.
Why Have a CIM?
Once a buyer has reviewed your CIM, they can quickly determine if they want to move to the next stage in the deal process, which typically is a conference call with you. The materials will reduce the number of conference calls you are on, but they won’t be eliminated entirely. First, since many buyers will pass on your company after reviewing the CIM, you’ll be able to focus only on calls with interested buyers. Second, a conference call after a buyer has reviewed your CIM is typically a more in-depth conversation covering topics like your personal goals, valuation and desired deal structure–not basic questions about your company.
The CIM will only take your company so far in an M&A sell-side process. During any potential sales process buyers will want to speak with you over the phone, visit your company in-person, meet your team and tour your facilities, etc., to get as clear a picture as possible of your business. But a CIM can and should set the tone for all discussions and set expectations in a transaction. Sharing a CIM with qualified buyers is the most productive and efficient way to determine a buyers’ level of interest.
Should I have a CIM Even If I’m Not Actively Selling?
You may not even be considering the possibility of selling your business and think you don’t need a CIM. However, there are other important benefits to having a CIM you should be aware of. Some business owners find the exercise of assembling a CIM to help them visualize their business as a buyer would, identify opportunities for improvement, etc. Business owners, by going through the exercise, often uncover issues (perhaps large customer concentration, unscalable processes, or a lack of suitable management expertise in place) in the company that can be corrected before thinking about selling the company. It can also serve as a useful tool when approaching commercial banks for a loan. Lastly, a good CIM can be used in emergency situations when you need to raise capital very quickly.
Don’t Go It Alone
The benefits of having a professional CIM outweigh the costs associated with having them prepared. Just as you would not put together professional marketing materials for your business without the help of a marketing professional, don’t make the mistake of thinking you can prepare a high-quality CIM for your company without some sort of help. Here, you have a couple of options:
- Hire a professional investment bank. Qualified investment banks have experience building this kind of material. That’s part of what they do for a living. Ask them for samples so you can get familiar with their work. Just like a marketing agency, investment banks don’t work for free, so expect to be charged.
- Hire an M&A consultant. This is a less obvious solution, but it might be more economic and it might allow you to have a CIM on-hand without having the pressure an investment bank might place on you to sell your company shortly after they produce the CIM for you. Make sure that the consultant has reference-able customers and can show you specific deals he’s worked on in prior careers and some of the materials from those assignments. Some of the material will be off-limits, but s/he should be able to share some of their work, even if they can’t let you keep copies
- Work w/ your CFO. This is risky if your CFO or VP of finance doesn’t have good materials preparation skills, but it’s potentially the most economic. Sometimes, you can start here, begin aggregating the key materials, and then hand it over to an outside firm to put it all together. That might save some time.
Again, the point is to make sure you commit resources to doing this, and don’t do it on a one-off basis. Buyers will see the sloppy work, will think poorly of your preparation and your business, won’t take your intent to sell seriously, and will low-ball you or simply ignore you. If you’re serious about selling, either now or many years in the future, invest in materials that present all the hard work that you and your colleagues have put into building your company.