With organized sports on pause currently, I suspect everyone could use a few more sports metaphors in business discussions (and Zoom meetings). Sometimes the hardest part of a transaction is getting everyone lined up in the right position and pushing forward to get those last few details ironed out before a purchase agreement gets signed.

Even though your diligence may have progressed very well, and draft agreements have been passed back and forth without significant changes, this does not always mean closing your deal is a slam dunk.  

Have a game plan

Changes in the business during the period from the LOI to closing might make a seller think their business is worth more, and surprise you with a last minute ask for a purchase price increase. If you included rollover equity in the deal, remind the seller the goal is for them to get an extra turn (or several turns) on valuation when you sell down the road, which should increase their returns and compensate them for any of these changes. Also remind them of the risk that the buyer is taking down the road that the seller does not have to worry about.

If you have not evaluated the tax impact to the seller throughout the deal, they likely just started conversations with their accountant once the initial draft agreements have been passed back and forth.  Have these conversations early and often to avoid last-minute negotiating because a seller didn’t consider the net cash they would retain after a deal.

Know the score

While your LOI might have discussion of certain specific items and how they would be treated, the diligence process might have yielded some changes to how the deal is structured, commonly around what is considered debt-like versus a working capital item (such as accrued vacation, bonuses, 401k matches or profit sharing, to name a few). Discuss these as they come up and try to maintain documentation trails as much as possible to ensure the seller doesn’t think you are doing a back-door pass on them at the last minute.

Timing is everything

When you consider the timing of your closing, make sure you understand payroll dates and accounts receivable collection cycles. While most finance departments prefer a month-end close for clean cut-off, a mid-month closing may yield unexpected variations in cash balances if not considered properly. Sellers may think they are able to strip all of the cash from the business at closing, but buyers generally want to ensure sufficient cash and working capital is available at closing to run the business without drawing on a line of credit (if available) immediately after closing. Confirm timing of payroll and payments from major customers in the period leading up to close so the business isn’t running on fumes when you take over. Remind the buyer that they will receive any cash above the excess amounts negotiated in the settlement period, which is usually 90-120 days after closing.

For the win

A transaction closing can be a very smooth event, without needing a full court press to get it completed. Transparent communication throughout the weeks leading up to anticipated signing will generally aid in getting to the finish line without much consternation. If buyers consider the activity between diligence and closing, ensure sellers understand their tax consequences, clearly define what is debt-like and what is covered within working capital, and ensure cash forecasts are understood by both parties prior to closing, many last-minute meltdowns in a transaction can be avoided.

 

For additional information or to see how LBMC can advise you, reach out to Brad Bonde at bbonde@lbmc.com.