Insights

Selected research, articles and analysis from our senior advisors.

Filter Insights

Insights

Choose Well

Steps to Selling your Business Part 38. As we bring this exploration of the process of selling your business to an end, I want to reiterate the principle that will determine the quality of your success: YOU MUST CHOOSE THE RIGHT ADVISORS Fail at that, and you jeopardize the outcome of the entire sale. The […]

Read More

Insights

The Purchase Agreement

Steps to Selling your Business Part 37. The purchase agreement is the kingpin of the sale process—a binding contract that will significantly impact the next stage of your life. Your Advisors must play a crucial role in shaping the final terms of the agreement to your advantage and have a responsibility to ensure they clearly […]

Read More

Insights

Representations, Warranties, and Indemnifications

Steps to Selling your Business Part 36. A critical section of the Purchase Agreement outlines the representations, warranties, and indemnification limits. Get any of these wrong, and you could devalue your earn-out or potentially turn a great-looking sale into a personal disaster. Getting it right, though, requires experience and expertise —this is complex work. Before […]

Read More

Insights

From Letter of Intent to Purchase Agreement

Steps to Selling your Business Part 35. The Closing Phase moves you from a completed Letter of Intent (LOI) through Due Diligence to the signing of the Purchase Agreement. By this point, your M&A Advisors should have a robust and well-crafted Letter of Intent secured and in your hands with the best buyer with the […]

Read More

Insights

Chairman’s Letter – June 2022

Covid 19 – What does 2 years of data show us now? In May 2020, we published a summary of our study on “the data behind Covid-19”. At that time, we were still early in the Covid pandemic, with some 20,000 reported positive cases in the province of Ontario. There was great uncertainty about the […]

Read More

Insights

Negotiating Around Risk

Steps to Selling your Business Part 34. In a previous post, I explained that a great Advisor’s mission is to get the best deal for the seller in a form that also works for the buyer. We face a significant hurdle in helping your buyer accept risk, and we need to minimize the impact these […]

Read More

Insights

Structuring Earnouts

Steps to Selling your Business Part 33. One of the critical components of this last stretch in selling your business centers around structuring how the purchase price will be paid. This post will cover a common and crucial component of many Letters of Intent—the Earnout. Most business sales must deal with the differences between how […]

Read More

Insights

Two Foundations of Good Negotiation

Steps to Selling your Business Part 32. At this point in the sale of your business, you will have one or several Letters of Intent from interested buyers. When we work with clients, we do a lot of heavy lifting in thinking, analysis, explaining, and positioning. We have found that buyers respond very well to […]

Read More

Insights

A View of the Finish Line

Steps to Selling your Business Part 31. Management visits are complete. You and your team of Advisors have stepped into the third and final phase in the sales process. Congratulations! Phase One – Preparation: you have provided your advisors with all the information needed to tell your business’s story. Phase Two – Market Outreach: all […]

Read More

Insights

Choosing Buyers for your Shortlist pt.2

In our last post we discussed creating your shortlist of buyers by eliminating prospects based on a lack of certainty of closing. Cutting those who aren’t as likely to close will save you a lot of otherwise wasted time.

The elimination process doesn’t end there. You will make further cuts as you apply the remaining three criteria: valuation, deal structure, and chemistry.

Read More

Insights

Choosing Buyers for your Shortlist

Steps to Selling your Business Part 29. Last week we discussed how we continue the process of cutting the list of potential buyers. In terms of a shortlist, there isn’t a precise target, quota, or arbitrary goal, for example naming a top three or reducing your pool of candidates by half. Remember, you will be […]

Read More

Insights

After the Dance

Steps to Selling your Business Part 28. Your Management Visits are over. You are sick of hotel boardroom coffee, dreaming in pre-scripted responses to questions about your run-rate analysis, and—if you’re like most—may feel a little exhausted, talked-out, and out of adrenaline.  These are signs of a robust and healthy round of Management Visits. After […]

Read More

Insights

The End-Goals of Management Visits

Steps to Selling your Business Part 27. Before we move on to the next step in selling your business, I want to take a moment to consider the end goals of Management Visits. The first is to thin out the pack of prospective buyers. After these meetings, the people you move forward with will be […]

Read More

Insights

Being Coachable

Steps to Selling your Business Part 26. There is one thing we require of our seller clients during the week of management visits: We ask them to be extremely coachable. It can be demanding (and possibly a little humbling), but I believe being coachable is a necessary component of creating the best outcome as you […]

Read More

Insights

How Not to Derail a Management Visit

Steps to Selling your Business Part 25. Sellers can, at times, inadvertently sabotage their own progress during a management visit. Our team is skilled at managing any problems that may arise and work diligently to ensure our clients are successful. Below I outline four common missteps and how Advisors at Stillwater manage these.  MISSTEP ONE: […]

Read More

Insights

Management Visits are Critical

Steps to Selling your Business Part 24. The management visit – the meeting between you and the shortlist of qualified buyers – is the highlight of the Market Outreach phase. A lot is riding on your success here. If you have done it properly, you should have confidence in every name on that shortlist of […]

Read More

Insights

Narrowing the Field pt.2

Steps to Selling your Business Part 23. In my last post, I outlined our first step in cutting the extensive list of interested candidates down to a list of the highest-quality potential buyers through a request for a written Expression of Interest (EOI).  The EOI request quickly removes bargain hunters, value investors, and tire kickers from […]

Read More

Insights

Narrowing the Field pt.1

Steps to Selling your Business Part 22. The Market Outreach Phase is an energizing time in the sale process. Lots of time has been spent researching and reaching out to a robust list of prospects. As I’ve discussed earlier, this is no small feat, so what needs to be done next might seem counterintuitive.  Here’s what […]

Read More

Insights

Removing Obstacles

Steps to Selling your Business Part 21. Removing any obstacles that stand between you and the sale of your company is a key job for your M&A Advisors. Dealing with obstacles is a systematic process for a skilled team: Identify an obstacle Deploy the best strategic response to properly position it Anticipate future obstacles Prepare […]

Read More

Insights

Bring Your “A” Game

Steps to Selling your Business Part 20. Getting the attention of prospective buyers isn’t easy. Once we have the ear of decision-makers, we have a small window of time to pique their interest.  We’re careful not to waste those moments; we have our “A” Game ready to deploy while that window is open. So, what […]

Read More

Insights

Trust is Everything

Steps to Selling your Business Part 19. Trust underpins the entire process of selling your business. Finding buyers that you can trust is our job as your Advisor; however, the buyer must trust both you and your Advisors as well.  On the subject of trust, we have two responsibilities:    1: We must communicate trustworthiness to our […]

Read More

Insights

Protecting Your Name

Steps to Selling your Business Part 18. We can’t say this too strongly – you never want word of your company’s sale to be public knowledge – this is a private affair. Public knowledge of the sale can wreak havoc on the health of your business, attract vultures, and even interfere with getting the price […]

Read More

Insights

Making Initial Contact

Steps to Selling your Business Part 17. We’ve previously discussed the Sale Book as being one of the end products in the Preparatory Phase. The Sale Book contains everything a potential buyer needs to know to decide if they are interested in your company or not. In essence, it’s your advertisement.  Although we may approach ten different companies with […]

Read More

Insights

Who Are You Talking To?

Steps to Selling your Business Part 16. Previously, we introduced the task of developing and personalizing an initial list of potential buyers for your company. It’s not easy to do this well, and doing so is a mark of a great M&A Advisory team at work. Stillwater’s attention to detail on your custom-built buyer list […]

Read More

Insights

Keep Your Sales in Focus

Steps to Selling your Business Part 15. When you start formally working with Stillwater to sell your company, there is something we ask you to do right away that will have significant consequences for you, particularly when you move into the Market Outreach stage. Keep your focus on your sales. We’re talking about making strong […]

Read More

Insights

Setting the Pace for a Sale

Steps to Selling your Business Part 14. “How long does a sale process take?” an interviewer recently asked me. I answered, “that depends on how far back you want to put the starting line.”  So far in this series, we have focused our attention on the initial steps and work (Preparation) within the three-stage process […]

Read More

Insights

Identifying the Perfect Buyer

Steps to Selling your Business Part 13. As you complete the preparation stage, momentum will begin to build and you will feel a sense of acceleration as you strain towards the finish line. It is time to showcase your business in the marketplace. Who do we show it to? Going to market is one of […]

Read More

Insights

The Story We Will Tell

Steps to Selling your Business Part 12. So far in this series, we have looked in detail at the extensive preparation you must undertake with your M&A Advisors to get ready to sell your business. This is not easy work, and you may find yourself fatigued and tempted to rush things at this stage in […]

Read More

Insights

What’s Your Downside? The Truth About Honesty

Steps to Selling your Business Part 11. When you tell your company’s story to prospective buyers, make sure you are not hiding anything. This is simple enough advice; most of us have had enough life experience to know that honesty truly is the best policy. There are checks, safeguards, and penalties in place against outright […]

Read More

Insights

The Magic of Multiple Bids – No Regret Selling

Steps to Selling your Business Part 10. When new clients sit down with us for the first time, they have often already received an offer or have a particular buyer in mind. Having a single prospective buyer in mind makes the sale process look easy. Perhaps the buyer has already suggested a number, which sounds […]

Read More

Insights

Are You Stealing From Yourself?

Steps to Selling your Business Part 9. An old friend once said something to me that I’ve never forgotten. It was a single sentence that immediately became part of my arsenal of practical wisdom. My friend is an accountant; at one point, he bought another accountant’s practice. This accountant had been struggling financially for 20 […]

Read More

Insights

Canadian, Eh?

Steps to Selling your Business Part 8. If you have been reading this series so far, you know the importance that Stillwater places on understanding your business’s story when it comes to optimizing conditions for its sale. This understanding comes from observing the details and data points in your numbers and from examining your history […]

Read More

Insights

Mapping Your Trajectory

Steps to Selling your Business Part 7. A wise colleague once told me that investors look at lines, not dots. Almost too simple as maxims go, but it has proved worthwhile. I try to keep this word picture in front of me when interacting with potential buyers. Lines, not dots. Lines, not dots, means you […]

Read More

Insights

You’re Not Abraham Yet

Steps to Selling your Business Part 6. In this series, I’ve returned several times to the importance of your business’s story and how that story often brings to light vital factors in the sale process, something which an analysis of the numbers might miss. However, your company’s numbers do matter; there is a danger when […]

Read More

Insights

Get in the (Value) Driver’s Seat

Steps to Selling your Business Part 5. In previous posts, we have focused on getting into the right mindset to begin selling your business. In doing so, we have warned you to expect a granular inspection of all your numbers. Potential buyers will be looking at reams of data, and it is crucial to prepare for the […]

Read More

Insights

Your M&A Advisor as Alchemist

Steps to Selling your Business Part 4. You have decided. It is time to sell your business. You have answered the critical questions:  Who will advise me on the selling of my business? Why am I thinking of selling my business? Why am I thinking of selling now? What am I going to do next? […]

Read More

Insights

Two Essential Questions to Ask Before You Decide to Sell

Steps to Selling your Business Part 3. You are giving serious thought to selling your business but are in uncharted territory. In this series, we have already identified several important points to consider before you initiate that process. However, you should think through this process strategically with an expert Mergers and Acquisition (M&A) advisor who […]

Read More

Insights

The Power of Why

Steps to Selling your Business Part 2. Why? Every parent will remember that inquisitive, sometimes annoying question coming from your three-year-old from the backseat of the car “but why?” Seldom is that question met with a straight answer; often it is answered with an eye roll or an “I don’t know sweetie, good question.”  It is […]

Read More

Insights

Increase Your Selling Price By Choosing the Best M&A Advisor

Thinking about selling your business? You have to choose the right experts to walk through the process with you. In this article we give you a piece of advice that is crucial in choosing your M&A Advisors well.

Read More

Insights

Chairman’s Letter – May 2020

The Data Behind COVID-19 and Beyond In response to the rapid spread of a potentially destructive novel virus, almost every western government implemented a containment approach that had never been used before. Through emergency orders, all non-essential businesses were ordered closed, the entire population (except essential workers) was ordered to stay in their homes, and […]

Read More

Insights

Unsolicited Offer Pros, Cons and Next Steps

In the previous article, we looked at how to evaluate an unsolicited offer. Here, we examine the pros and cons of a single offer and discuss how to proceed. Pros and Cons of a Single Offer Common thinking says a single offer is ideal if you’re the buyer, while multiple offers are better if you’re […]

Read More

Insights

Evaluating an Unsolicited Offer

In today’s active M&A environment, business owners may receive an offer to buy their company, even when they have not expressed an intention to sell. Especially for successful and/or fast-growing companies, and businesses in growth sectors, such unsolicited offers are quite common. How should you respond? In this article, we’ll look at how to evaluate […]

Read More

Insights

Sometimes You Don’t Want a Bargain

We all know the thrill of finding an item vastly on sale. “It was a steal!”, we exclaim to our friends. In the world of M&A, buyers are always cautioned about the dangers of overpaying. In the classic Harvard Business Review article “Are You Paying Too Much for that Acquisition?”, Robert Eccles et al warn, […]

Read More

Insights

Risks, Reps and Warranties

Managing Risk in an M&A Transaction For all their potential benefits to both buyers and sellers, acquisitions are risky. Broadly, the risk associated with any M&A transaction falls into three categories: Financial. A buyer may not understand the true financial picture and prospects of a business. Value may change materially during or shortly after the […]

Read More

Insights

Preferred Valuation Technique: Discounted Cash Flow

In the previous article we examined the popular EBITDA Multiple approach to estimating a company’s value. Discussing its benefits and limitations, we concluded that while the EBITDA Multiple worked as a starting point, serious buyers and sellers needed a more nuanced valuation technique like Discounted Cash Flow (DCF). Both methods determine the value of a […]

Read More

Insights

Valuation 101: the EBITDA Multiple

Last month we took a high-level look at different approaches to valuing a company. We noted that, because of their ability to reflect the future economic benefits of an ongoing business, cash flow methodologies are most commonly used in business valuation. These include applying a multiple to an income or cash flow number, capitalizing cash […]

Read More

Insights

Overview of Valuation Methods

Correctly valuing a business is central to any successful M&A transaction. As much art as science, valuation strives to quantify the financial benefits of owning the business today and in the future. Here we kick off a series of articles examining different valuation approaches, limitations, and best practices. This piece introduces the core principles of […]

Read More

Insights

Acquisition Integration

Last month, we discussed how acquirers can select and work most productively with an M&A advisor. Here we conclude this buy-side article series with a look at acquisition integration. Though we typically end our formal engagement at deal closing, we always emphasize acquisition integration for two reasons: 1. Regardless of how rigorous your selection, due diligence […]

Read More

Insights

Working With an M&A Advisor

Last year’s articles have walked through the process of purchasing a company, viewed from the acquirer’s perspective. Before moving on to acquisition integration, let’s pause and look at how to work with your M&A advisor.   Role M&A advisors can provide a wide range of services. Understanding the possibilities, and identifying which services are of […]

Read More

Insights

Conducting Due Diligence

Implicit in our previous article’s discussion of the M&A pipeline is the need to move from a pool of initial candidates, often numbering 100 or more, to perhaps 1-2 good acquisitions. After high-level screens have weeded out the less attractive possibilities, and detailed analysis of publicly available information has further distilled the list, we may […]

Read More
Stillwater Icon

Let’s Talk

Thinking of selling your business? Or interested in developing and implementing an acquisition strategy? We can help you determine your next step.