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Business Brokers - Bad Practices from the Big Boys

Aug 17, 2007
I sit on the board of directors of the Midwest Business Brokers and Intermediaries (MBBI). An attorney from a small Chicago law firm was recently elected to the board. In his first meeting he introduced himself and said he was on the board at a Chicago attorney association. He stood up in front of our board and said, "You guys don't have a very good reputation in the legal community.

That certainly got our attention and he went on to explain the reasons why. As I listened to him, it occurred to me that what he was describing was the behaviors of a few of the big national Middle market M&A firms that put on the Business Seller Seminars. Because these firms have so much marketing muscle, they effectively become the face of our profession. No wonder the legal profession does not embrace us.

I walked up to him after the meeting and asked him if I could meet with him and share with him another view of our profession. As our meeting date approached, I was contacted by a business owner who had located me through a Google search (we write a lot of articles) and told me his sad story.

This was a small company that I would describe as being in the pre-profit stage. This owner had received a series of solicitations inviting him to come to a seminar about selling his business. He signed up and was contacted by phone several more times by this company's representatives to make sure he would attend. They were very specific that he should not bring any company logo items to the seminar for confidentiality reasons.

The presentations were very professionally orchestrated and this firm gave the attendees the impression that the M&A firm possessed this special skill to take these companies and write a powerful "Book" that would dramatically improve their value to the market. They actually used the words, "We will dress up the Pig." They also said they had a big roster of foreign buyers and that they had an upcoming conference in Brussels where they would be presenting the seminar attendees' companies to these qualified buyers that were just dying to get their hands on American companies.

In the Seminar's question and answer period, this business owner asked, "Why am I here?" The presenter jumped all over that one. Everyone of you in this room was specifically selected because your industry is hot with M&A activity. Later in the presentation, one of the seminar presenters took this owner aside and said he would give him a break on the $37,000 up front fees.

They scheduled a follow-up meeting where this Seminar guy pounded on this poor business owner and below is a cut and paste from the email this seller sent me:

"Thanks a lot for the high speed education this morning. The man explained that because of the vast target market for the Product Name Confidential globally, it's effectiveness and price etc. that Company Name Confidential in the right hands could generate $300,000,000 a year etc. blah blah blah. "It would also give the buyer enhanced stock value. We probably have about 200 qualified buyers right now for you..." He continues, "What you have is an oil well, what the buyer has is a derrick". He's from Texas thus, the oil analogy. "One owner no partners with all their attorneys this will be so easy to sell, so clean neat and tidy..."

Finally, "He left very angry because I told him I wasn't gonna pay them $29,000. So.. I was left to believe that $29,000 was gonna stop his firm from reaping all that "easy money". That just doesn't sound real world enough for me. I don't want to be stuck in their database. I don't know what he was pissed about... They called me I didn't call them. I'm not on any "I wanna sell my company" lists. Hell I just got the company phone number listed about two weeks ago. Honest to God I haven't gotten the first Company Name Confidential phone bill yet."

Wow. Where do I begin? How about what a sleazy, dishonest, outrageous load of bull.
Luckily this seller had talked to me before his meeting and I warned him about this approach. I had no idea it was quite this misleading. This business owner sent this guy packing and he was ticked off because he didn't sell a $29,000 book.

As long as I have gone this far, I might as well expose the whole story. This approach works to sign up business owners with stars in their eyes for $37,000 books. What an awesome business. Write a book with industry boilerplate and some minor analysis compiled by some recent grad analysts sitting in a room at HQ that costs the seminar company a maximum of $2500 to produce. Enter these deals into their inventory database and send it out to the Private Equity Groups and present the list to the foreign buyers.

They lock up the seller with a long contract tail and effectively prevent a legitimate firm from actually working the sale process for 2 to 3 years. If the business is in the 2 in 10 that gets immediate interest, then the seminar firm will have a banker work on it. If you are in the unfortunate 8, you become a passive entry in their deal inventory.

Our bankers and the bankers of the 90% of M&A companies that provide a fair value for their services, can only handle effectively four to five simultaneous transactions. If you took this Seminar Company's deal inventory and divided it by the number of bankers, you would find that they have over 25 live deals per banker. It is impossible to professionally represent these sellers who have paid an up-front fee of $37,000 for this service.

Foreign buyers are not stupid, they do not pay more for companies than American companies, and they are generally not interested in even looking at an acquisition under $25 million in revenue. A "book" never sold a company or made it more valuable. Making changes in your company to improve its performance will make it more valuable. A good M&A advisor or your CPA can provide you important input about that.

What really helps you maximize your company's selling price is to have an M&A advisor directly contact the universe of most likely strategic buyers and to get several interested in your company. This results in a competition for your company, often called a soft auction. As these strategic buyers view your company as a must have acquisition, the price and terms are significantly improved.
About the Author
href="http://www.midmarkcap.com/SellerResources.cfm" target="_blank">Dave Kauppi is a Merger and Acquisition Advisor and President of MidMarket Capital, representing owners in the sale of privately held businesses. We provide Wall Street style investment banking services to lower mid market companies at a size appropriate fee structure.
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