M&A Transaction Tips: How To Ace An Intro Call With A Buyer
You’ve done your research, prepped your financial materials, honed your elevator pitch, and now it’s time to connect with a potential buyer! Meeting prospective buyers is an exciting part of an M&A transaction, but it requires thoughtful preparation in order to ensure a productive conversation for both parties. Use these tips below as a checklist before preparing for your next call.
M&A Transaction Checklist: Buyer Intro Call
- Minimize Distractions: It seems obvious, but find a quiet place with a good internet connection. If you work from home, buyers understand some limitations, but eliminating distractions and noise will help you make the most of your time! Ensure that your background and surrounding environment look professional.
- Leave a Lasting Impression: Enter the conversation with an infectious, positive attitude, and let your personality shine through! Buyers want to connect with you as a person and potential professional collaborator, not just a business entity. So, lead with charisma during the call to leave a lasting impression that resonates.
- Dive into the Details: A little research can go a long way. By demonstrating your knowledge and enthusiasm, you'll captivate the buyer and create a compelling case for collaboration. Make sure you know who will be on the call and what their role is specifically within the organization.
- Harness the Power of Preparedness: Arm yourself with essential documents that hold the key to success. From crucial financial metrics to client data and team information, ensure you have everything at your fingertips. Your M&A advisor can lend a hand in ensuring you're well-prepared to answer the buyer's inquiries and follow up after the call to close the loop on anything that you were unable to answer.
- Curiosity Fuels Success: Similar to a job interview, the buyer will likely set aside 10-15 minutes at the end of the call for your questions. So, before the call, brainstorm the information you'll need to make an informed and assured decision for your business. Your thoughtful queries will demonstrate your dedication to facilitating a successful M&A transaction.
- Active Listening: During the call, actively listen to the buyer's needs and concerns. Show genuine interest and empathy, and ask open-ended questions to encourage them to share more information. Remember, this is more than an M&A transaction you're trying to close, it's a relationship you're fostering. By staying engaged, you'll be able to customize your pitch and recommendations to precisely match their unique requirements.
- Overcome Objections: Equip yourself to gracefully handle objections or points of concern. Rather than brushing them off, embrace objections as stepping stones to provide thoughtful responses that ease concerns. Utilize persuasive techniques, such as presenting compelling evidence or sharing glowing client testimonials. These approaches will instill confidence in a buyer's decision to proceed in an M&A transaction with you.
- Reflection: Take time after the call to summarize your thoughts while they are fresh in your mind! Be sure to note the aspects of the conversation that you enjoyed and anything that gave you pause or concern. Share these takeaways with other key players, such as your M&A advisor, and be sure to get their feedback on the conversation as well.
Most importantly, remember to keep an open mind during any conversation with a potential buyer! Sometimes the conversation can take a turn that surprises you and lead to an incredible future partnership.
5 Terms To Know Throughout The M&A Process
The M&A process can be a transformative opportunity to increase market share, drive operational efficiencies, and unlock growth opportunities. However, embarking on this journey requires more than just ambition. Having a clear understanding of the process and key terms used in the space allows for informed decision-making to drive a successful transaction.
Key Terms To Know Throughout the M&A Process
EBITDA: The abbreviation for Earnings before Interest, Taxes, Depreciation, and Amortization; a calculation used to express cash profit. Essentially, this is your net profit plus additional expense adjustments that a prospective Buyer would not incur. When valuing an agency, Barney utilizes a multiple of EBITDA to determine your agency's total enterprise value.
Letter of Intent: A non-binding letter that outlines an introductory commitment to do business with another entity. The LOI serves as the blueprint for the transaction between two parties and defines the purchase price, structure, and deal terms. The Barney acquisition team will help guide you through these offer letters and negotiate the most ideal terms on your behalf.
Deal Structure: The financial terms, conditions, and obligations of both the buyer and seller to guide a smooth transition of business ownership. The funding mechanisms outlined in a deal structure are the buyer's tool to “bridge a valuation” gap between the total enterprise value and the available cash they have on hand. Most deal structures will include some combination of the following components - cash at close, seller’s financing, earnout, rolled equity, and phantom equity. Barney’s role is to advocate for your preferred deal structure which usually includes the highest amount of “guaranteed funds” - cash at close and seller’s financing.
Working Capital: The difference between an entity’s current assets and current liabilities; overall the amount of money needed to run the day-to-day operations of a business. Buyers will typically ask for 2-3 months of operating income post-transaction so that the ownership transition does not hinder business operations. Barney will help guide you through all of these house-cleaning steps at the end of the due diligence process.
Earnout: This is the potential portion of the purchase price where payment is contingent upon the company achieving predefined milestones within a set period of time following the transaction. Typically, performance metrics tied to top-line revenue are more advantageous for a seller than those tied to EBITDA. The Barney acquisition team will ensure you are well-informed regarding the obligations of any proposed earnout period and advocate for terms that align with your financial projections and transition timeline.
The M&A process doesn’t have to be daunting! With guidance, advocacy and support from a qualified advisor, it can be an exciting opportunity to launch an agency and its founder into a new chapter of opportunity.
Optimizing Agency Accounting With Fractional CFO Services
Running an agency requires you to be intimately involved in the day-to-day operations and pulled in many directions. A fractional CFO is able to provide assistance on both the intimate details of financial reporting and accounting, as well as advisory and guidance on the overall strategy and direction of the business. This dual perspective is invaluable during the acquisition process to a) set you up for success in regards to having all of the necessary financial documents ticked and tied and b) to consider the big picture implications as you prepare to sell your business.
Four Ways Agency Accounting Benefits From Fractional CFO Services
Cost
The cost of hiring a fractional CFO is significantly cheaper than the salary of a full-time CFO. Your agency accounting efforts will benefit from the financial expertise of an experienced CFO without the commitment and strain of a full-time employee. Buyers want to see clean books and records, so investing in this prior to starting the acquisition process inevitably saves time and headaches during the due diligence process.
Specialized Experience
Problem solving is an invaluable skill in the management of a small-business. A fractional CFO not only provides financial acumen and streamlined agency accounting, but extensive experience identifying issues and implementing processes to solve them. It’s important to identify an individual who has experience with agencies of comparable size to yours, as well as industry experience.
Flexibility
The advantage of a fractional CFO is that their involvement can be tailored to the level of attention your agency accounting efforts require. In the case of preparing for a sale, this person can be utilized to ensure all of the necessary financials, including balance sheets and P&L’s, are prepared with the appropriate amount of detail. Having the ability to quickly pull various financial documents as potential buyers request them, helps to streamline the process and keep momentum.
Perspective
If your agency accounting efforts need enhancing, a fractional CFO can provide experienced counsel and a fresh perspective which can help optimize processes to make them more efficient and cost effective. Having clear systems in place is very valuable to prospective buyers and signals that the agency can run independently of any individual. While the process of selling your business may be confidential, it’s helpful to have another executive who is aware of the sale and can provide support and financial information as needed.
Take Action
Maintaining clean, cohesive, and organized financial statements are crucial to a successful sale of your business. Hiring a fractional CFO to guide your agency before and during the process is an effective use of time and resources to ensure a smooth exit.
How to Grow The Value Of Your Marketing Agency Without Raising Revenue
Top-line growth is only one end of the P&L statement. Agency owners that are not just sales-minded but understand operations just as well, know that their margins can be improved elsewhere too. Although an early-stage agency will need revenue to demonstrate traction and proof of concept, a company with enough track record – and one that is looking to sell – needs to do better than that. EBITDA will take center stage for a buyer looking under your financial hood – and there is plenty of ways to raise the roof on your EBITDA without having to drive sales. Especially in the current market environment that is still demonstrably shaken up by the ongoing pandemic, structural readjustments and remote work are redefining operations. If you are looking to drive up your bottom line as you line up a sale, we recommend you take a closer look at our five hacks to grow the value of your marketing agency without the need to raise revenue.
Five Hacks To Grow The Value of Your Marketing Agency
The Roof Overhead is an Overhead
Office leases, in particular, are dead weight in the current market environment. Long leases are not integral to the business of most marketing agencies – something that is especially obvious since 2020 and the proof of remote work as a key component of agencies in the digital age. As tools to work remotely become smarter and employees become more accustomed to them, it is worth reconsidering if that office lease or that prestigious address on the business card are worth their costs. No less, co-working spaces, insofar as they are open for business, offer a smart and flexible alternative. Why not survey your team to see how many days a week they would be happy working remotely and scale down accordingly?
Automate Where You Can
Automation and streamlining are essential ingredients to your margin improvement. Revisit your processes, workflows and operational architecture to check on where there is still room for automation improvements. Tasks that should raise the automation flag include tasks that involve compliance and audit trails, that require multiple people to execute or that are especially time-sensitive.
From invoice generation to time tracking and from automated workflows to streamlined communication through project management tools with automated notifications, the world of process automation is yours for the taking. Things to keep in mind are that no tool is a cure-all and any tool is only as good as its implementation. Set goals, assign accountability and measure your results over time. Your reduced likelihood of error and improved productivity will work its way into your margins in the medium to long term.
Improve Your Brand & Increase Prices
When was the last time your brand got a shake-up? Are your website and your logo still a little too close to when you first launched? It shouldn’t take a Fortune 500 company in the public eye to make rebranding relevant. Give your look and feel a lift that will strengthen your positioning as you gear up a sale – and that can help you justify giving your prices a lift along the way.
Invest In Your Team
Most importantly, take a good look at your team. They will be the ones carrying your agency not only over – but past – the finish line as you execute on a potential exit. Who are the top-tier candidates that will shoulder your agency and drive the marketing agency at this critical juncture? Invest in these individuals and shed any excess weight as you close in on the valuation home stretch and grow the value of your marketing agency.
Future-Proofing In Times of Crisis
It may be a cliché, but that doesn’t mean it’s not worth taking note: there is opportunity in crisis. Even if you are not looking to make a sale just yet, these are things you can do to improve your operational resilience. Take advantage of the current reshuffle. Let it serve as an eye-opener as to how to cut costs and restructure your agency to help bring the value of your marketing agency to where it needs to be so you can turn it into a listing no buyer would overlook.
Think Like A Buyer When Evaluating Your Digital Marketing Agency
Did someone say, “seller’s market”? Yes, indeed, we did. Now, does that mean your agency is automatically at the top of every potential buyer’s list? Unfortunately, not. Or, “thankfully not”, is what we ought to be saying since making the right kind of match happen is where long-term success rests. In other words, long-term success is about making sure that you don’t even begin the buyer-seller dance with buyers who aren’t suited for your offering. So, how can you make sure that there is an alignment of offer and potential buyer, how can you improve your digital agencies valuation, and finally, does your agency offer what a buyer wants?
Think Like A Buyer When Evaluating Your Digital Marketing Agency
We’ve put together a list of key items that will entice just about any agency buyer, and that an agency owner can consider as transactional glue on their way to seal the deal.
Retainers Over Projects: Retainers spell income visibility. Projects, while potentially lucrative in the short term, also spell potential volatility. To keep them coming in, the required sales effort and associated costs add to the challenge of making a dependency on projects look like an attractive prospect. Of course, a mix of both is not in and of itself unattractive, but keep the balance solidly tilted on the retainer side. Pay special attention, all you SEO and PPC agencies, as this speaks directly to your business model.
Year-Over-Year Growth: This isn’t Silicon Valley, and your agency is not a SaaS startup. Agency buyers are not the VC types looking for triple-digit percentages growth. Steady does it – because steady growth means managed growth. It means your growth was not part of a fad or a fluke. And it means that your growth is not only sustainable but responsible. Growth is not an isolated metric; it’s tied to everything from hiring and overheads to your value proposition and your sales cycle. When all these things are in line, your year-on-year growth will be a sign of stability, skill and success.
Sustainable Margins: In line with this kind of well-managed growth, come sustainable and reasonable margins. Reasonable because repeatable. No buyer wants one-off success. Buyers are looking for structured businesses, not side gigs. That means functioning operations and an engine room that keeps churning out an EBITDA of 20-35% – with some margin for crisis-based deviation.
Processes Over Relationships: Processes mean success is business-owned and won’t leave the business as an owner takes their final bow. Success that is tied up in specific relationships, is not transferable – and not repeatable. Think of it this way: can a new owner, with the same skills as the current one, continue to scale your agency? That’s your litmus test right there.
Challenge Yourself to a Pre-Mortem and Improve Your Digital Agency Value
There are plenty of buyers available on the market right now, so that won’t be where the failure to sell your agency lies, so challenge yourself to this pre-mortem scenario: it’s 6 months from today and you weren’t successful in finding a buyer in spite of actively trying to sell your agency. What did you do wrong? Turn our buyer’s wish list into your seller’s checklist to improve your digital agency value and make sure your agency’s offering is aligned with what buyers are after.
Six Ways An M&A Advisor Can Help You Sell Your Agency
Are you preparing to sell your digital marketing, PR, or Ad agency and considering hiring an M&A advisor? If you have never put a business on the market before, your head will likely be ringing with questions like the following:
- How does the sales process work?
- How do I value my agency?
- How do I identify my ideal buyer?
- How do I get the word out about the sale?
- What will it cost me to sell my business?
Once these questions start falling in your mind like rain, you’ll hear a great crack of thunder as a final question strikes you like a bolt of lightning:
“Do I even need an M&A advisor? Why not just take this to market myself?”
Before you decide to put your agency up “For Sale by Owner,” you should be clear on the expertise – and dare we say value – an advisor brings to the table. After all the work you’ve done to build a business that’s worth selling, you owe it to yourself to make an informed decision.
That’s what this article will do: provide the information you need to decide for yourself. So let’s go for broke (pun gleefully intended) and dive into just what it is that M&A advisors do.
Valuation
If there’s one thing you should know about valuation, it’s never to take it at face value. There are many paths to determine the market value of your agency before you put it up for sale. But not all of them are worth their salt.
Let’s say you’re a service-based business, such as an agency. In that case, a valuation based on the value of your physical assets makes zero sense. Other methods that rely on fuzzy factors such as goodwill can also steer you down the garden path.
The truth is, an agency’s value may differ depending on context and the needs and preferences of buyer and seller.
So how do you climb out of the subjectivity hole and get a meaningful valuation? For starters, you can have a chat with an expert on business valuation – your friendly neighborhood M&A advisor.
He or she will likely combine a variety of valuation methods, each of which is weighted and prioritized according to your market, industry, business model, and financials. At Barney, for example, we consider 14 different factors, starting with your year-over-year earnings.
Sound like higher mathematics? It’s really more a cocktail of experience and good sense. However your advisor shakes the tumbler, the result will be far more accurate than a valuation based on a single method only.
Do not underestimate the power of accuracy. A listing price that reflects the true value of your business drastically increases your chance of getting a desirable offer from a buyer.
Confidentiality
Do you know the saying “discretion is the better part of valor?”
Actually, the saying is “valor is the better part of discretion.” But let’s leave our Shakespeare at the door and just point out what every M&A advisor knows: discretion is the key to a sweet deal.
If you are selling your business independently, maintaining confidentiality can be challenging. You will face many temptations, from spilling the beans to an employee whose career prospects are dear to you, to being loose-lipped with a vendor, who may leak word of the sale to a competitor.
Pitfalls and pratfalls like this can destroy a deal before it’s sealed.
An M&A advisor knows the value of discretion and the meaning of the word “mum.” He or she will keep your sale strictly confidential and ensure that information is released on a schedule rather than a lark.
Marketing
Selling your business on your own has its attraction. You can take all the credit if the sale goes well, and you get to keep all the money.
However, you might not have factored in the marketing costs and resources that a successful business sale requires.
From email campaigns to direct mailing, online advertising, social media marketing and word of mouth, the marketing muscle you will need to flex to receive your desired asking price can be massive. If you’re not careful, you’ll find yourself feeling the burn.
This is where a advisor can be a lifesaver. A seasoned M&A advisor has access to networks of buyers and databases beyond your wildest dreams.
Tapping into a advisor’s marketing capabilities can save you time, energy, and money. It can also help you reach your ideal buyer. That means a better deal and a better night’s sleep.
Negotiation
Is negotiating with lawyers your idea of fun? Then by all means, go it alone when selling your business.
However, if you prefer to outsource legal wrangling to those who know the rules and regulations and can handle smooth-talking attorneys, an M&A advisor is the way to go.
That’s right – we said attorneys. Often you’ll be dealing with more than one. An experienced advisor knows the ropes and won’t get rattled when the buyer’s and seller’s attorneys go head to head.
Another legal area in which an M&A advisor can make your life easier is lease negotiation. If a buyer needs a new lease for your business location and you botch the discussion with the landlord, the deal could fall apart.
In such cases, having an advisor handle the negotiation can give you a new lease on life (yes, we own that pun, too).
Financing
Speaking of puns, you can bank on an M&A advisor to have solid banking contacts. If your buyer needs financing to purchase your business, using the wrong lender can cost you months and imperil the sale.
Advisors are well versed in which lending sources to tap for which transaction and spend their careers building reliable contacts in the world of finance.
You may be great at financing a business. But this knowledge won’t always apply to your buyer’s situation. An advisor will know exactly who to call – and how to make, not break, the deal at hand.
Emotional Support
Last but not least, taking a business to market is an emotional roller coaster ride. There’s more at stake here than when you’re selling your tamagotchi collection (and that’s saying something).
When emotions get high – be it during legal haggling or at the closing table, an experienced M&A advisor can provide perspective, empathy, and support. Whatever issue you encounter, your advisors has been there before and can guide you through the haze.
That can’t just get you to a sale. It can keep you out of the looney bin.
That’s a Wrap!
Now that you know what an M&A advisor does, you should have a good grasp of the advantages of working with one. We’re happy to offer more reasons – or to help you sell your business. So don’t be a stranger, hear? Connect with us 🙂
Buying An Agency: Which Type Is Right for You?
So you’re buying an agency … congratulations! Marketing agencies (especially digital agencies) have never been in greater demand, and your chances of success are high – especially if you acquire an agency with a strong reputation and healthy customer base.
If you have never owned a business before, or are new to the agency world, you might be wondering which type of agency to target. The sector is dynamic and constantly changing (perhaps this is what attracted you to it in the first place).
This article will provide you with an overview of the types of digital agencies you have to choose from. Just as importantly, it will recommend some actionable steps for figuring out which of these categories is the ideal fit for you – whether you’re purchasing a business for the first time, or already own a successful business and want to add another to your portfolio.
Zooming In: Types of Digital Agencies by Service
There are many types of agencies, from service- oriented and vertically integrated to pure marketing SaaS and many more.
Before we walk you through some practical tips for deciding which business to buy, let’s examine three categories of digital agency and the potential upsides of purchasing them.
The industry is exploding with ideas and growing exponentially, so we won’t attempt a comprehensive categorization. But the following are well established, distinct subtypes with high product-market fit and thriving demand.
Sounds like a good place to start, right?
SEO Agency
The SEO (search engine optimization) agency is one of the largest digital marketing agency subset. This type of agency has defied the odds to thrive in a changing marketplace.
The fact that we probably don’t need to tell you what an SEO agency does is solid proof of how firmly the concept of SEO has taken root in the public consciousness.
Buying an SEO agency has its advantages: the process of constantly making and testing changes to the design of clients’ websites means recurring business in addition to high average monthly income.
Another plus for those with existing companies: owning a business whose business is helping other businesses’ visibility has the opposite effect of making your company invisible.
Social Media Marketing Agency
Can you say “viral?” Social media marketing firms are a bit like the SEO agencies attractive younger siblings – though they now have target audiences in every age demographic.
As you can guess, these agencies market their clients – and often themselves – on social media networks such as Facebook, Instagram. TikTok, Twitter, LinkedIn, Snapchat, and Reddit. Most of them also use blogging and offer some degree of influencer marketing.
Growth is baked into the business model of this type of agency. If you buy one that is good at upselling new platforms to its clients (see TikTok above), you might even be able to scale your services.
As with SEO agencies, social media marketing agencies are useful investments for buyers who already own a business and want to get more visibility for it.
Lastly, as the name indicates, these agencies are social animals. Establishing and nurturing strong relationships with their clients and their clients’ clients is what they do best. This makes for excellent client retention, which in turn means healthy recurring monthly revenue.
PPC/Inbound Agency
This last type of digital marketing agency we’ll cover is a different kind of beast, but a very friendly one. The name of the game for PPC/inbound agencies is inbound marketing focused on generating ROI (return on investment). Once considered avant garde, in 2020 these agencies are growing like bananas from Chiquita.
The companies they serve demand results and these agencies specialize in it. The most successful and desirable ones to purchase have built incredible efficiencies through API’s of great software or even built their own SaaS to close the gap on demand and results.
Knowledge of current clients, client retention rate, and retainer revenue vs. project revenue are uber important when comparing agencies for sale of this type. Do they churn and burn or nail it nearly every time?
Inbound agencies are terrific investments for both beginning and experienced buyers. These businesses tend to be scalable, and as such can provide revenue and growth for years to come.
Buying an Agency for First-Time Buyers
Are you a first-time buyer? Every buyer is different and brings his or her own passions, skills, experience, location, and financial standing to the negotiating table.
Your first step in answering this question should therefore be to consider all of these unique factors and make sure that a digital agency is a good match for them. Hint: the more flexible and creative you are, the better!
Step two is to drill down to find the right type of digital agency. Try browsing agency sales listings and filtering for agency type, price, revenue, net income, and age. This will give you a feel for the market and provide a springboard for a conversation with a broker or M&A Advisor.
Agency Purchase for Seasoned Business Owners
If you already own a business, you probably already know what kinds of businesses are compatible with you. But what about the various types of agencies? This is where it gets more complicated.
To start with, you should determine what type of agency would combine well with your existing business. Think in terms of synergies. Which agencies will enable you to up-sell services from your current company, and vice versa?
If you have already narrowed down your search to specific companies, compare each ones’ employees and ask yourself: which complements or augments the capabilities and personalities of those who are already on my payroll?
Browse our businesses for sale to get ideas for how to grow your business through buying another company. It could be a geographical expansion or an expansion of products or services offered. Weighing all of these factors will guide you towards the perfect business purchase.
If your budget allows, consider off-market deal sourcing from a credible advisor.
That’s a Wrap!
To sum up: digital marketing agencies come in numerous shapes and sizes. The tips in this article will help you identify which one is the perfect purchase for your needs as a buyer.
When it’s time to take the next step, connect with our buy-side sister company – Oliver. They’re your team’s dedicated buy-side advisors, sourcing direct-to-founder acquisition opportunities customized to your needs.
Shifting Your Mindset For A Success Agency Acquisition
You’re not the judgmental type. You’re out to get the most value from an agency acquisition and you’ll give the highest bidder the benefit of the doubt. But this type of buyer prospect rubs you the wrong way.
