I recently spent three months in constant contact with a client advising him on a management buy out.
Not so unusual….except this time I was trying to talk him out of it!
Here’s the situation, my client is an engineer, and has been an engineer all his adult life. He rose through the ranks of the company he has worked for since he left university until he became General Manager reporting to the CEO who was also the owner. During his career with this (small) company, he helped to draft procedures manuals and develop their internal systems; he got to know the clients and while not in sales, he helped develop relations through his work and his network with the customers was excellent.
Then, the family owners decided to sell out to a publicly listed company. My client stayed with the company and started reporting to a new CEO appointed by the public company. He can’t say that his relations with the CEO and the new owners, represented by the Chairman, were bad. Indeed they were courteous, but simply different.
Of course it would be. He had gone from direct relationships with people he had known since he was a young man 20 years ago to corporate relationships with people he hardly saw. As friendly as these new relationships were, they had to be different.
After a few years, the market turned. The specialist engineering services provided by his company started to lose demand, and the business results plummeted. The public company held on for as long as it could but then had to make the commercial decision – it had to sell the company and asked if my client wanted to enter into a management buy out.
I won’t detail the financial structure as that’s not the point of this article. Suffice to say that the company was not worth anything after the last couple of years’ bad results.
However my client believed he could revive its fortunes and turn it around – in the last couple of years, the CEO and the Chairman had not listened to his warnings about how to conduct operations and how to market their services and he felt they were starting to lose contact with his network. However he had kept contact and felt that he could bring their business back, as well as make the operations more efficient.
The point was, how much would this cost him? Since the business was worthless, and closing it would cost the public company hundreds of thousands in redundancies and other costs of closure, I felt he was in the best bargaining position. We worked out scrap value for the plant and equipment, agreed that we would not take over any liabilities, and decided that was our bottom line. I discussed with him in detail how it was simply not worth more since there was no “goodwill” in a loss-making company, and any up-side would have to be put in by himself after the takeover.
That was the context – it should have been a short negotiation. Either the public company would negotiate a little then accept, realising that this was the best offer, as otherwise they would not receive any money but would have to pay out a lot of closing costs, or they would refuse and my client needed to walk away.
So why did it take three months? Read More