Ironing out the final terms and conditions of a business sale can be a nerve shredding experience. When the man you are negotiating with is Mike Ashley, of retailer Sports Direct, the tension increases dramatically. Fortunate, then, for Richard Gundle – then chief executive of outdoor specialist Field & Trek – that he had corporate financial advisers Argyll Partners by his side when selling his firm to Ashley in 2008. “We were a £15m turnover company sitting in a billionaire’s office and it was quite frightening,” Gundle admits.
“But having Argyll sitting next to me after they had guided, coached and mentored me through the whole exit process meant that I didn’t wobble and stayed focused. They helped me get a great deal.” Gundle, now managing director of storage and racking firm Tufferman, sold 60% of Field & Trek for £5m, with a five-year option for Sports Direct to buy the rest for £5m more1.
Making your decision
Corporate merger and acquisition advisers are, alongside lawyers, accountants and tax advisers, crucial when exiting a business because of their negotiation skills, knowledge, buyer contacts and ability to maintain confidentiality. But how, like Gundle, do you choose the right ones? “I went to three finance houses, a mixture of big and boutique firms,” Gundle explains. “With the bigger firms, I was introduced to the senior partners but I worried that it would be the juniors that would be put on my deal. I would be brought in and churned out like a sausage factory. This was going to be the biggest transaction I had ever done. I wanted more.”
He sought the opinion of one of Field & Trek’s non-executive directors, who informed him that Argyll could be the right fit. “It had four partners, so I knew they would be more attentive,” Gundle says. “They had no experience of the outdoor sector but had worked on deals with well-known retail SMEs. They had the skills to extract from me the information they needed to attract the best buyer, the experience to manage the negotiations and, on a personal level, the trust, care and closeness to help me deal with the stress and anxiety.”
According to Daniel Domberger, partner at international mergers and acquisition advisers Livingstone, personal chemistry is vital to choosing the right adviser. “The sale of your company is emotionally demanding – especially if, like most our clients, you haven’t been through it before, and you don’t reveal your plans to the rest of the company. It can be very lonely because you can’t talk to your staff, and you also can’t go home and rail to your spouse and kids over supper about thorny issues of tax or intellectual property,” he says.
“Your adviser will be your friend, confidant and almost your therapist during this time. You can speak freely to your adviser in a way you can’t to the buyer – you can vent to us, because we’re on your side. Your adviser can act as a lightning conductor when the deal frustrations build, enabling you to maintain a strong relationship with the buyer – especially important if you’re going to be working with them once the transaction is complete. ”
Before making a final decision, Domberger recommends that you talk to previous clients of potential advisers, for candid feedback on what it’s really like to work with them – and to ask about those individuals, not just the brand name.
For Peter Gray, partner at Cavendish Corporate Finance, the first step is via a ‘beauty parade’ of three potential advisers, preferably different types such as accountants, sector specialists or generalist boutique. “Ensure an adviser has relevant experience in the type of transaction envisaged and that they have a good overseas network to identify international buyers. You also need to ascertain who will be working on the transaction on a day-to-day basis and insist on senior partner involvement,” he says.
Of course, cost plays a part. Gray adds that businesses should always insist on fee quotes but “don’t allow fees to be the main determinant.” Gundle worked with Argyll on a no-win, no-fee basis but added a performance element. “To further incentivise the Argyll team, I decided that if we got over a certain sale figure they would get a percentage of it,” he recalls. “Yes, I paid more in fees but that deal was life changing for me.”
Where the opinions of third parties are offered, these may not necessarily reflect those of St. James’s Place.
Your St. James’s Place Partner will be able to advise you on which of our panel providers you would need to be referred to, given your particular circumstances for further advice in this area.