Have you ever considered buying or selling a business? In this episode Michael and Brad are joined by Ben Hernandez, founder and partner of Skytale Group to explore when to ask for help when buying or selling a business. Tune in as we discuss areas our clients often fail to properly consider in merger and acquisition deals.
Listen to the full episode using the player below, or by visiting one of the links. Below is the episode’s transcript which has been edited for readability. If you have any questions or would like to learn more, email us at info@byrdadatto.com.
Transcript
Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real world experiences. Creating simplicity in three, two, one.
Brad: Welcome back to another episode of Legal 123s with ByrdAdatto. I’m your host, Brad Adatto with my cohost Michael Byrd.
Michael: Thanks Brad. As a business in healthcare law firm, a client call is usually a request for help. The problem lies with the client’s timing on when they ask for help. All too often, it’s more like a cry for help—they do not ask for help early enough.
Brad: Yeah. Michael, the timing is huge. It makes a big difference for us as to what is the size of the problem and whether or not how we can help eventually overcome whatever that problem is. And last season we had an entire season dedicated to dumpster fires where client always seem to call us either in the middle of a dumpster fire or a way late inside of it. And it left us with either a bunch of bad choices on how to either [00:01:00] get them out of the fire if possible, or just try to contain it. And we’ve talked about this in multiple other podcasts, but this is what we always kind of reference as the 5- 50 rule, which is, look, you can hire someone upfront and pay them $5 to do it right for you or on the back end, you’re going to pay them $50 to fix it. Conceptually being is that it’s best to bring someone in early to help you with that.
Michael: Yeah. And today we’ll explore when someone should ask for help when considering buying or selling a business. Before we introduce today’s guests, Brad, do you want to hear three crazy, but profitable acquisition stories?
Brad: Thank you for asking me the question. I know I don’t have a choice, so sure. Let’s go for it.
Michael: Okay. Caveat, these stories are from the internet and may or not be completely accurate.
Brad: No, no I’m sure it’s fine.
Michael: Okay. So it’s a good citation source. The first acquisition goes all the way back to when you were a baby Brad. In 1935, [00:02:00] Mars, the candy company, apparently acquired a company called Chappel Brothers. Chappel Brothers made Chappie canned dog food. Fast forward to today, more of Mars’ business comes from pet brands like Pedigree and Whiskers than from candy.
Brad: Well, let’s hope that these production lines are not in the same place.
Michael: Yeah. And I’m really proud of you for resisting low-hanging dad joke fruit there. In 1965, General Mills acquired Rainbow Crafts, which was the maker of Play-Doh. The food company soon added to the toy expansion by acquiring Kenner toys.
Brad: Kenner toys. I know all about that company. That basically is the toy maker of my childhood. Tell the audience how that worked out.
Michael: Well, this new toy line ended up betting on some film in 1977 called Star Wars and licensing Star [00:03:00] Wars toys.
Brad: Yeah. I’m so glad you brought up Star Wars. We definitely don’t talk about Star Wars enough in our podcasts and we probably should at least get it in every single episode.
Michael: Yeah, and probably true confession there for Brad is that you want to have a dedicated room full of Star Wars toys here at the office and I think you’ve been petitioning for a bringing your lightsaber to work day.
Brad: I mean, these are all great ideas. And so I’m glad that you’re able to help us with this, but I know we have one more acquisition story that we’re going to tell our audience about.
Michael: In 1979, Getty oil invested $10 million for an 85% stake in a satellite sports channel called ESP network. This worked out well just five years later when ABC acquired ESPN for $200 million.
Brad: Yes, because what we know is in life, all these stories are really easy to pay very little to and get lots out of it. Surely there’s a little bit more to it. And because of that, let’s [00:04:00] bring in today’s guest to help us learn more about mergers and acquisition. Michael, who is our guest today?
Michael: Today joining us is Ben Hernandez. He is a founder and partner of Skytale Group. SkyTale is a financial consulting firm with services that include financial advising, M&A strategy and business operations advice. And we get along well with Skytale because their tagline is deciphering complexity into clarity, which really sounds familiar and similar to our tagline of creating simplicity. Earlier in Ben’s career, he worked with an international banking group with a hedge fund, financial services and advisory institutions. Ben, and co-founder Jessica Nunn, also worked together at a CPA and advisory firm. Ben’s undergrad is at Texas A&M, yes I said it again. We keep having Aggies on here for some reason. BBA in finance, MBA at SMU [00:05:00] Cox school of business. Ben’s married and has a daughter, and they enjoy escaping to Colorado to enjoy the outdoors, at least according to his own bio on the Skytale website. Welcome Ben.
Ben: Thanks for having me really excited to be with you guys today.
Brad: This’ll is be fun. And as Michael mentioned, we have known you for literally over a half a dozen years, and I’ve loved to see how you work with our clients and help them. Can you share with the audience some of your background?
Ben: Yes, absolutely. I’m looking forward to the next six years, by the way, with you guys. But I think you’ve covered my background pretty well, but I think if I had to summarize it, it tends to be finance heavy, worked in investment banking, as you mentioned, got my MBA. At the time thought I’d go to New York to either be at another investment banking group or private equity or a hedge fund. And it was [00:06:00] there at SMU where I found that HBK, which was a relatively large hedge fund here out of Dallas and thought, well, if I can do this for Dallas, then that’s fantastic. And really happy I did while I was there at HBK. One of my friends, his wife actually worked at a CPA and advisory firm and they were really trying to build out the advisory wing. And I always wanted to be a business owner, an entrepreneur, and I still remember professor Littman, he’s one of the co-founders at hotels.com at SMU, and he would tell us the class was conservative entrepreneurship. And he would say go ahead and found your business now because the chips get taller and their risk gets more difficult over time to found your business. So I thought it’s a bit of a career shift, but if I can’t start my own business, I’d love to help my heroes if you will, which are small business owners [00:07:00] and that’s where they tended to focus. So made a career shift over there. So that was a bit of my background, pre Skytale.
Michael: Awesome. And talk a little bit about, for those that aren’t familiar, your world and how you help, especially kind of pre Skytale, what those deals would look like and where your experience and expertise would fit in.
Ben: Certainly. So pre Skytale spent most of my business life analyzing companies or preparing them to sell, one of the two. So in investment banking, we would do everything from raising capital for small to medium sized businesses, all the way up to taking them fully to public by way of an IPO. So I fell in love with trying to help business owners really achieve their dreams there. And then at HBK, it was on the [00:08:00] opposite side of the table. We would actually be analyzing businesses and it’s a multi-strategy fund. So sure you had some things that were listed on the SMP and the like, but there are also emerging markets, private placements that we’re dealing with. So there we were analyzing from the other side of the table, what really is a beautiful business? What businesses are we interested in investing in? And some of the concepts behind that and how a business really achieves high value. So when we went to the CPA and advisory firm I was trying to find my way and they were very healthcare heavy and there was this thing called MSO and DSO and the healthcare industry really starting to consolidate. It’s a very fragmented industry, depending on the type of sub sector you’re talking about. And you saw this beautiful thing of [00:09:00] consolidation and I very naturally fit in there and trying to help our clients. A lot of our consultants there at the time were helping single solo locations who hang their shingle and we did a very good job I think of analyzing them from an external CFO perspective. But then there was this other set of clientele that were wanting to be these entrepreneurs and going from being, for example, doctors to executives. And how exactly do you do that? How exactly do you transition from working in your practice to on your practice or rather organization? How do you build out your team? How do you scale? What are the concepts of it and how do you ensure that location one, for example, looks as beautiful as location ten and you have that consistency and you have to do that by building out a very strong [00:10:00] team by setting very strong expectations and coming back to it. So really just fell in love with that space there.
Michael: When you were there and you would build them out, did y’all help exit them as well? When they would have transactions?
Ben: We did not. We were starting to head toward that and we had a conversation around that and we definitely saw a white space there with our client base, we saw a lot of brokers that were very good at selling for example, a doctor owned practice to another doctor who was interested in acquiring a practice. We saw an opportunity, however, with our clients that we’re growing to let’s just say 10 to 15 locations had a significant management team had significant revenues and significant profitability or EBITDA earnings before interest taxes, depreciation and amortization, which is [00:11:00] a big way that they were being valued. So we definitely saw white space there. As far as for those, it wasn’t another doctor owner buying it. It was actually a private equity group or an MSO or a DSO backed by private equity, buying them. And that’s an entirely different process, valuation method and negotiation method.
Michael: So now talk to us about what has to be the most exciting part. You did decide to become an entrepreneur and you co-founded Skytale Group.
Ben: We did. We did. As I mentioned, we really, my partner and I, Jessica Nunn, we were both at that CPA and advisory firm. We both really love the services industry. We love the healthcare industry and various sub sectors within it. And you just touched on one of the opportunities, the MNA side. As we really got together we wanted to found a firm that [00:12:00] was consulting first and foremost, instead of an ancillary. And what we really mean by that is we found great value in providing a true CFO to our clients that maybe we’re not at a revenue level to where they can truly pay for one or should pay for one in-house. We wanted to provide that same level of service to our clientele. And specifically what we’re talking about is, the history is important, which is what a CPA is very good at. It’s putting your taxes together, putting your accounting together, which is everything historical up to today. We really wanted our core to be everything from today to three plus years from now and driving it that way and that being the core of the business. Within that we really wanted to then realize who is exactly our client and why? And our client, we touched on it a little bit is healthcare. For example, a sub sector within healthcare [00:13:00] that is fragmented and consolidating, or has the ability to consolidate. Because we think they’re, it takes advantage of all of our services. Let’s just take an example, client that is starting his or her own practice and we can stay with that client in perpetuity with a single location and act as their external CFO. Bring that financial clarity to them, make sure that their profitability is where it should be, that any strategic discussions or decisions we can have. We then also wanted to be able to service that client who maybe thinks one day, you know what? I actually want to scale to 15 locations. How do I do that? We can move that client over to our management consulting side, where we’re talking about putting a team together, a management team together to start servicing each of their future locations and what exactly that looks like and walk with them every step of the way. And then [00:14:00] finally, if, and when they get to that 15 location, if they do have some sort of exit strategy sell strategy in mind, we can actually fully take them to market. And we really wanted that whole circle to be closed because one side leverages the other, if ever in our consulting clients, they want to know, hey, what does the market look like? We have real life experience and exactly what it looks like. What are the multiples? What do the buyers like to see or not see? We’re really able to drive them by real life experience. Conversely, on the MNA side, we are driving these clients to scale and to prepare them for sales. So when we’re putting a book together, we actually already know all of the metrics. We already know how they’re going to be forecasted and why that forecast is a good forecast. And we think that it adds a level of validity to buyers because we are in this space and we are actually doing exactly [00:15:00] what they’re trying to do as well on a smaller scale.
Brad: That’s awesome. So, you know, Ben, when Michael and I started this podcast, we were talking about last season and all being about dumpster fires. And this season, one of the things we learned were the dumpster fires often they weren’t picking up the phone and asking for help. And so for this season for the Legal 123s with ByrdAdatto is when should I ask for help? And so with that background that you have, can you share a story where a client just failed to ask for help?
Ben: Yes, absolutely. The thing that immediately comes to mind, unsolicited offers. And I think maybe a lot of the listeners are going to be able to relate to this. But first I should back up an unsolicited offer. The way we’re describing it is you’re working in your business. You don’t have any plans to sell today, maybe down in the future, but not today. And you got a knock on your door. Or a phone call and it’s a potential buyer. And they’re asking you questions about your business, [00:16:00] and they’re asking you to send over some financial data. And then all of this sudden fast forward a few weeks from there, you have this letter of intent LOI. It’s an offer sheet in your hands and there’s a dollar amount on there. And depending on when that buyer catches you, we’ve had instances too, where our client in their mind they see that dollar amount and maybe they’ve spent the money in their mind already, or they’ve saved their money in their mind, or from a psychological or emotional perspective it’s difficult at times being an owner and personally guaranteeing your practice, being responsible for payroll being responsible for your team. And maybe they catch you at the right time where it sounds pretty nice to do away with that responsibility and stress. And we get the phone call and typically that phone call is, hey, I have this offer letter and we ask how’d you get it? And they tell [00:17:00] us something along the lines of this story that I just mentioned by that time it’s pretty late in the game for us to do too much. And what I mean by that is you’ve already made your first impression. From a seller to a buyer you’ve sent the data without, you know, window dressing it. We’re preparing it for what a buyer really wants to see. You’ve told your story and you already have that letter of intent in your hand. We can help. In some ways we can help probably from a deal structure perspective. You know, maybe we can discuss with the buyer that the non-compete radius or number of years is too long or how long our seller has to work with you is too long, but it’s really difficult to affect much change on a purchase price, for example, which is where for the most part, the sellers tend to concentrate at least early on because the buyer knows that they’re the only game in town for you. [00:18:00] They reached out to you, you didn’t run a process, they’re paying for your business, then what they want to pay for your business. And oftentimes we find it’s a decent deal, but one hundred percent of the time, I would say fine that we could get a better deal if we had gone fully to market and have more eyeballs on it, you know, I always like to compare it to let’s pretend we didn’t have Zillow and I knocked on your house and I asked you to buy your house. If I were the only one and you didn’t have any data points as to what your house is truly worth it’s difficult making that decision and telling me yes. Why not put a sign out front and let buyers come to you and really determine what the true market value is for your house. It would be just that way if you’re selling your life’s work. So that’s the first thing that comes to mind.
Michael: And we hear stories like this all the time of horse for us, usually it’s on the legal side. [00:19:00] You heard Brad talk about the 5/50 rule, you know, when’s the ideal time for a business to ask for help. And is it even if they’re not necessarily looking to sell their businesses is there something they can be proactively doing in case that event arises.
Ben: Yes, I think from a top down level and I’ll get more specific here. I don’t think it’s ever too early to ask for help if you’re ever thinking of selling your business and I’ll get more specific. What I mean by that is we have clients that tell us that they want to sell in five years but there’s a game plan in place and we start working toward that. So if you have big goals as to where you want to be in five to ten years, it’s never too early to ask for help because you need to know how you’re going to get from here to there. You probably have some sort of painting in your mind that you’ve painted. You need to express that and paint it for people that can help you [00:20:00] so you can fully realize that. So we do have clients that do that. I would say a sweet spot if you’re thinking of selling is at least 18 to 24 months. And the reason I say that is typically if you’re going to sell your business, a buyer is going to look at your trailing 12 financials among other things, but they’re going to heavily weigh your trailing 12 financial performance and they’re going to look at your EBITDA. What we talked about earlier earnings before interest taxes, depreciation, and amortization. Roughly a way to think about EBITDA it’s free cash flow. It’s free cash flow that the buyer is buying, and they’re going to weigh you on that. So that 18 to 24 months gives us about 6 to 12 months to maybe tighten a few things, tweak a few things and maybe change the books a little bit to where it’s really deal ready as we like to call it. We like to talk to our clients and one of the things we emphasize is always be ready to be deal ready, [00:21:00] meaning the way you run your business ought to be you can turn it on tomorrow, if you want to. And the buyer is going to like what they see at least from the way that you’re running your business. So that allows us 6 to 12 months. And then if, if that’s too late in the game, I would say anything from 12 months in, as long as you haven’t yet started contacting buyers or signed LOI’s would be a good time to ask for help as well, because there are things that each of those stages that professionals can do to help whether it’s wealth advisors or legal firms or firms like ours on the consulting side.
Brad: Yeah, those are all great points. You know, I think it’s fascinating. We often see the case, as you said that someone just doesn’t realize the ramp up time. They need to really prepare themselves, I always call it the underwear drawer. Let’s say if you’re bringing someone in to acquire you. You’re going to have to show them everything, the good, the [00:22:00] bad and the ugly. And so I love the fact that you’re saying, hey, get us in early enough so we can start fine tuning it, clean it up and prepare you so you look better on books and most importantly, fine-tuned, especially on the financial side, the things that we need to tweak.
Ben: Yeah. And you know, just an example from that, comparing it, contrast it here if you will, to the unsolicited offer. Taking an example of a client that recently sold with us. We had a conversation about a year and a half ago. He called us, he was already our client and he just asked, hey, what do you think I could go for if I were to go to market today? So we knew this client pretty well. Ten minutes later, we were giving them a number and we said, this is what we think you could go for middle of the fairway. He said, okay, that number sounds interesting to me. Here’s why I’m asking, I’ve had a couple of potential buyers reach out. They’ve started conversation. I know that you’ve said that’s a no-no so I’m bringing it to you [00:23:00] and I want to know in your opinion, what we might go for. And that number seems interesting to me. Let’s talk further. So what we did then is we put together a true theoretical letter of intent and what that really looks like, because let’s just academic example, take a business that’s valued at $10 million. We want to be sure that anyone out there realizes that it’s not $10 million, it’s going into your bank account the day of closed. Typically what deal structures look like is what we did with him is let’s just say it was $10 million. We said, well, as a buyer, I know that this business does not work without you. We know your patients depend on you. So I’m going to ask you to roll 25% into my firm. In other words, 2.5 million of that 10. I want you to reinvest into the buyer firms so you can have some skin in the game and be motivated [00:24:00] and ideally not nosedive the business. That’s a buyer’s perspective. Hopefully that 2.5 million of equity turns into something really nice for our seller. That that’s a longer conversation. But then the next thing beyond that is they’re likely going to ask you to buy it, net of debt and cash. So let’s just say that we had $2 million net of debt in cash on the debt side, which is pretty realistic for a $10 million type of offer. So now you’re down to $5.5 million, but we haven’t talked about taxes. We haven’t talked about a few other things in there and deal structure as well. So we want to be sure this is likely the money that you’ll be wired the day that we closed. Is this okay? In this case, he green-lighted it and said, yeah, that’s pretty much in range with our goals. Let’s keep talking. So at that point, we go to the next stage, which is really getting ready to fully go to market. And what we mean by that, it’s about a nine month [00:25:00] process. We take a few weeks of putting together a CIM confidential information memorandum. Basically what it is is a 50 or 60 page book, depending on the size of the business that will give a potential buyer, all the information they need to know about your business. So they’re giving them your bio, giving them historical financial performance, future financial performance, leadership team discussion, what each of your practices looks like, any information, ideally that you want a buyer to know about your businesses on there. So we put that together for them. We put together then a virtual data room is what it’s called. It’s a bunch of basically anything contractual that you’ve ever done in your business. Anything financial lease terms, anything that a buyer would need to do to analyze your business, and then finally put together a buyer list. So in the unsolicited offer, just to contrast it, [00:26:00] the buyer is picking you in this case, we would recommend to anyone thinking of selling you pick the buyer. You give a profile of, this is who I would like to sell to from a profile perspective and come up with a buyer list. In this case, it was 50 to 75 potential buyers. Now that sounds like a big number, but there’s a reason for that. When we got all of this material together, he said, okay, green it let’s go to market. Right. We communicate all this information all at once to the 50 to 75 potential buyers by emails and follow up with phone calls until we get a yay or nay as far as interest is concerned. So if you think about that 50 to 75, sounds like a lot of people or entities at the top of the funnel. Some are not going to be interested and they’ll back out, maybe geographically that’s not really where they’re focused right now. Maybe the services you’re offering is no longer where they’re focused. We’ll also along the way weed some [00:27:00] out ourselves, maybe the offers that are initially coming in aren’t strong enough and won’t quite get there. The idea here is though that what we wanted and what we got, what was a good handful of solid letter of intents to compare and contrast them in front of us. I think it was about four or five really strong ones. And then from there we’re able to call some of the buyers and we’re able to say we like some things in your LOI, but there’s some things that may need tweaking and you’re not quite the strongest. Would you like to sharpen your pencil or is this the best offer? So again, think of it from the unsolicited side where we don’t have some of these mechanisms to play with here. What we’re doing is we’re ideally pushing out value because every buyer knows that there’s someone else that they’re competing with. And we were able to get some solid LOI’s and pick one that he really liked. I think another thing that’s important to mention, and this is pretty [00:28:00] typical of our client base is he didn’t pick the highest offer. And the reason for that is there so many things that you, as a seller need to know, you need to think about the fact that you’re probably going to be working with the buyer for a number of years. Are they the right partner? We mentioned that you might be rolling equity with that buyer. Is that the right buyer to trust 25% of your business that you’ve spelled spent building with? So we go through discussions around who’s backing it. Are they in your space in this case, healthcare, have they been in the healthcare space? How did they do, how have other sellers been with the buyer? Are they happy, there are a myriad of things that I think that you can do homework on because it it’s not okay for only the buyer to do due diligence on you, you as a seller should also be doing diligence on the buyer because you’re still going to continue working with them. So at the end of the day, we felt like we picked a very, very good [00:29:00] LOI. Um, and you know, to us, that was the right way to do it. And he was compensated for it.
Brad: That’s awesome. Those in the audience, hopefully you’re as excited as I am because I love hearing these great stories and all but knowing the nuances that have to go into these deal points. So Ben, we are so grateful that you could join us today on the Legal 123s with ByrdAdatto. We’re going to say goodbye now and go to commercial and on the other side, Michael and I will share a little bit of a legal insights that we have from today’s episode. So thanks again for joining us.
Michael: Thank you.
Ben: Thank you so much for having me, Michael and Brad. Always love spending time with you guys and hope your listeners got something out of this.
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Brad: Welcome back to Legal 123s with ByrdAdatto, I’m your host Brad Adatto still here with my cohost Michael Byrd. This season, the theme is when should I ask for help? You know, Ben brought up some great points on trying to make these plans work and all the process you go through with a letter of intent. But based on some of those thoughts, what are some of the takeaways you can share with our audience today?
Michael: Well, I’ll start. I mean, I’ve been doing this for over 25 years and that’s one of the best explanations I’ve heard from someone in Ben’s world. It was fascinating. And the first thing that comes to my mind is go back to the beginning and we’re talking about these three crazy deals. One when you were a baby in 1935 and then, and then your star Wars [00:31:00] acquisition. And so if you think about those stories, they sound glamorous because we’re looking at him backwards with the rear view mirror, we know that they had some planning that went into those at the beginning for them to be successful. And Ben just illustrates, you know, there’s some real work that you put into if you’re planning to sell or buy a practice or business and how you can benefit from that. And the first time we see deals, a lot of time is in that letter of intent phase that he so talked about and he had so many great points that even we hadn’t experienced about the dangers of getting that letter of intent out of the blue and how you’re already maybe stuck on the purchase price. Well, we have clients who think, oh, this is a non-binding letter of intent. I’m going to sign it. Sometimes they don’t even call us and ask for help at [00:32:00] that stage. And there’s just some other pitfalls to think about from our worldview. One of which is that there often are binding provisions in those letters of intent. And you may have a no shop clause in there that says, once you sign this, you’re not going to talk to anyone else. And we’ve had a client who really was hurt by being handcuffed by that because there was someone else knocking that really wanted to pursue a deal with them once they got things together. And then finally it does matter what you sign off on. You’re setting expectations so from our point of view, it is worth doing the heavy lifting at the letter of intent phase to make sure everyone’s on the same page. And that’s in addition to the work that Ben recommends doing prior to the letter of intent.
Brad: Yeah. I completely agree. You know, having those hard conversations at the letter of intent phase is so important because [00:33:00] if you’re not thinking through all the things and when, as Ben said that you either know about, or you might be missing that’s not inside that letter intent, have you talked about really understanding those restrictive covenants or having really talked about whether or not you’re going to escrow funds or roll it into something else? So they hear, oh, I’m going to get $10 million, but they don’t realize actually at closing, you’re getting five. And so those are all the things that if you’re not having those conversations up front and having a good representation in the very beginning, you’re going to frame this beautiful house that you think you’re getting and in reality, it’s not as beautiful as you think. And now you’ve been running with this wrong pack and as Ben said, you don’t use these unsolicited look at these other ones where you can go out and you can be saying these are the three or four different people I like, and I’m going to take a piece from this person and a piece for this person and I’m going to develop in my case, the best buyer for me. And it doesn’t always mean the highest price, because I’m looking for someone that I think is going to help carry me forward to the next stage. So I loved that the closing parts were so important what Ben gave [00:34:00] on that piece.
Michael: Completely agree.
Brad: Excellent. Join us next Wednesday when we discuss Tear Soaked Pizza.
Outro: Thanks again for joining us today. And remember, if you liked this episode, please subscribe. Make sure to give us a five- star rating and share with your friends. You can also sign up for the ByrdAdatto newsletter by going to our website at byrdadatto.com. ByrdAdatto is providing this podcast as a public service. This podcast is for educational purposes only. This podcast does not constitute legal advice, nor does it establish an attorney- client relationship. Reference to any specific product or entity does not constitute an endorsement or recommendation by ByrdAdatto. The views expressed by guests are their own and their appearance on the program does not imply an endorsement of them or any entity they represent. Please consult with an attorney on your legal issues [00:35:00].
