Читать книгу Buying and Selling a Business - Garrett Sutton - Страница 14

Walter owned a chain of three closet design and home organizing businesses in a large, populous state. Walter did a fair amount of advertising and so many people throughout the region knew of The Closet Admiral.

Walter had built the business up to the point where he could step away and do other things. He had brought in Peter to be the general manager of the three closet design businesses. Peter, being aggressive and confident in his abilities, insisted that he be able to acquire an ownership interest in the business over time. Walter agreed to this, but beyond an acceptance in principal, the negotiations had not yet begun and the terms for an acquisition of ownership had not even been discussed.

Shortly thereafter, Walter’s plans for the business changed. An opportunity to own an even more profitable business with a much greater upside potential had landed in Walter’s lap. To pull it off, he would have to sell The Closet Admiral in order to generate enough cash for the down payment he needed on the new business.

Walter decided to quietly solicit offers to purchase The Closet Admiral. He wanted to fly under the radar, so that no one would know of, or impede, his future plans. He didn’t tell Peter or his banker or any of his inside circle of advisors.

Anian owned a chain of five closet design locations in the southern part of the state. She was a hard-nosed businesswoman, always interested in a deal. When Walter approached her about a quiet sale she responded with interest. On a handshake, she agreed to keep the whole matter confidential. In reality, she just wanted to see Walter’s books. She wanted to know how he had been able to expand so quickly.

After reviewing the books, Anian placed two disastrous phone calls. First, she called Walter’s banker to demand why she couldn’t get the same favorable terms that Walter had received for equipment purchases. The banker was very angry that the confidential relationship between he and Walter had been compromised. Then, Anian called Peter to see if he would work for her. Peter learned for the first time that the business he thought he had an ownership interest in was for sale. He was furious at Walter for what he considered to be an offensive betrayal of trust.

Both Peter and the banker refused to do business with Walter again. Peter quit in a very loud and derisive manner, encouraging other employees to quit as well, many of whom did. The banker called several of Walter’s promissory notes, forcing Walter to scramble to find alternative financing, and killing all of Walter’s hopes for completing the other business opportunity he had sought to pursue.

The disruption caused Walter to almost lose the business. When the employees left they took some of their regular referral sources with them. Some of his best employees started working at two new, very competitive closet design firms – that Anian had opened up in the area.

Walter hung on by assuring the remaining employees that they would always have a place to work, that he was not selling the business, and that their job security was as important to him as it was to them. It took almost a year, but Walter brought the business back. And he had learned a very valuable lesson about the confidentiality needed when selling a business, and the care needed in selecting the right potential buyers.

As we have just seen, company sales affect more than just buyers and sellers. Customers, vendors and employees can all find out about the possibility of a sale, and emotional reactions are inevitable. Fear of what is to come may have some already looking for new suppliers, customers and jobs. The fallout can be far-reaching without the owner ever even knowing about it. Therefore, sellers need to be proactive from the beginning. Confidentiality agreements are a must to keep the news of a sale on a need-to-know basis. The agreement should be in writing with, if possible, a damage provision for the unauthorized release of confidential information. However, this type of contractual provision will only take the seller so far. Once the others find out, or are likely about to find out (and be assured, they WILL learn of a potential sale), the seller needs to start talking and alleviating fears. And you’d better have your story consistent and down pat, because your employees are going to want to hear something that is reasonable, reassuring and makes sense.