Selling a company is a major decision and an unfamiliar process for most business owners. Typically, owners hire an investment banker when they begin contemplating a sale to guide them through the sale process and help keep the transaction workload manageable. What many sellers don’t realize is that the decision of who to hire to represent your company is almost as important as who you end up selling to, as investment bankers can affect the outcome of the transaction in a myriad of ways.
Below are a few considerations and questions sellers should consider when interviewing potential investment bankers.
Role in the transaction
Most sellers seek an investment banker to lead the sale process rather than play a supporting role; confirming these expectations up front will prevent any surprises as you travel the transaction road together.
- Will they act as the primary point of contact for all your other advisors (such as your legal team, tax specialists, and wealth advisors)?
- Can they make recommendations for these advisors if you don’t already have them engaged?
- Will they proactively vet buyers, separating the serious, credible buyers from opportunistic or unlikely-to-close parties?
- Will they guide you through the process from the beginning, including how much and when to share confidential information with prospective buyers?
It’s important to ask for a transaction timeline mapped out by key milestones of the sale process. This will help you not only understand the overall process but will also give insight into their level of involvement at each stage.
Experience and track record
Often, investment bankers can provide benchmarks for transactions similar to yours, like valuation expectations or specific diligence requests that may be asked of you. Given that most sellers are doing this for the first time, it is important to find an investment banker that can provide the most relevant guidance to you and your company.
- Does the investment banker have experience with transactions in your industry?
- Ask for a range of potential value and understand what considerations will determine whether buyers steer toward the lower or upper ends of the range.
- Ask what metrics of the company potential buyers will be most focused on and what methodologies they are likely to use to triangulate around a purchase price.
Be wary of an investment banker that pitches a high valuation range that appears out of line with other investment bankers’ views and who can’t substantiate a track record of closing within the pitch range. The most credible investment bankers will set realistic expectations and be careful not to overpromise.
Relationships are everything in the sale process. Any investment banker can assemble a list of potential buyers and reach out to them on a seller’s behalf. The most impactful investment bankers will already have a keen sense for who the right buyers are (particularly strategic buyers) and have some prior relationship with them.
- How well does each investment banker you interview actually know the most likely buyers for your business?
- How willing are they to bring those relationships to the table when needed?
- Is your investment banker willing to bring in other partners at the firm who might have closer buyer relationships? Some investment banks have “sharp elbows” internally, and teams can be reluctant to bring others into a deal for fear of needing to share fees.
Ask for a preliminary buyers list to understand the likely quantity and fit of parties to be approached as well as the investment banker’s depth of relationships (keeping in mind that greater quantity is not always the right strategy).
Not every bank operates the same way. Buyers who don’t dig into the details of the internal workings may find themselves working with entirely different team members as the deal goes on or feeling like less of a priority. As part of your interviews, ask bankers how they will staff your engagement; who will be on the team, and what roles will each person play? How many other engagements will key members of the team be working on simultaneously? Find out how much partner attention you’ll receive beyond the pitch stage.
Hiring an investment banker is expensive. Fees can be structured in different ways, which can get complex quickly and make the true cost difficult to understand upfront. In some cases, costs could be incurred even if the company doesn’t ultimately sell. You should have a firm grasp of the cost structure prior to choosing an investment banker, ensuring the value you’re getting from the investment banker aligns with the cost. As the old saying goes, you get what you pay for. A high-quality investment banker that identifies the right buyer for your company at the highest price will more than pay for themselves even if their fee is the highest.
We believe transparency is key in all aspects of a transaction process, including your relationship with your chosen investment banker. Provide prospective investment bankers with robust information and data about your company in advance of their pitch and assess who goes above and beyond in their efforts to understand the company; you need to be comfortable that they can represent the company to potential buyers in an accurate manner. Be transparent with yourself and your investment banker regarding challenges in the business, and ask what they see as the most significant challenges to a successful transaction. High-quality bankers will have candid and measured feedback for you regarding potential areas of concerns for buyers or how your company fits in the broader current M&A market. Lastly, ask for 2-3 reference calls with prior clients to help you understand what it is really like working with that banker.
The investment banker you choose will impact all aspects of your sale. It is important to be thoughtful when choosing to whom you entrust this important process. As you interview prospective investment bankers, ensure you understand the process itself, their level of involvement, and how well their experience and resources align with your goals.