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Partnerships

When Do you Bring in the Outside Shareholders?

Is offering equity in your business to a potential investor tantamount to selling your soul?

Howard Blake

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Where does it all begin?

Any entrepreneurial started and run business that continues to manifest sustained and exponential growth over an extended period of time becomes a prime target for some merger and acquisition private equity activity. To the uninitiated entrepreneur, the initial approach of a private equity firm acting on behalf of interested investors can be a very flattering experience.

It is not surprising with the state of the international economy since 2008 that well run entrepreneurial businesses are prime targets.  These companies tend to have tremendous growth prospects into areas where established businesses are starting to fade.

However, once a business reaches this stage in its life cycle, the entrepreneur has some critical decisions to make.

With 50% – 80% of all mergers and acquisitions not achieving their goals, you have to consider things carefully.

Factors for Consideration

  • Am I able to find continued and sustainable growth initiatives going forward?
  • Has my business reached the end of its growth cycle as it is currently constituted?
  • Is my capital structure adequate to fund growth?
  • If I did a transaction, what opportunities would it present for growth?
  • Is there a cultural fit or a potential culture shock?
  • Is the acquiring party bringing tangible value to what I have built?
  • How would a potential transaction affect the culture of the business you have built and would it complement the objectives that you are trying to achieve or frustrate them?

All the above factors, and there may be many more, are absolutely critical to consider in this process.

All too often, the entrepreneur becomes a little intoxicated by the opportunity to take some cash off the table and the enticement of gaining some immediate value is overshadowed by the very real consequences of suddenly having an outside interest in what was previously your exclusive domain.

Decisive strategy

The most critical component in considering a transaction, which would lead to an outside interest, is having a very clear and decisive strategy behind the transaction other than the realisation of wealth.

If you had to play devil’s advocate with a transaction, could you not achieve the desired result by first exploring a revised capital structure which would incorporate funding without the sacrifice of equity?  There are some circumstances in which sustained growth requires attracting outside investment and allowing the borrowing entity to take a negotiated shareholder stake in the business. But is this always the case?

If you can achieve your objectives without outside interest, this would certainly be first prize. Why would we say this? It’s simple: you have been an instrumental reason behind the success of your business and if you are competent to take it forward without an outside interest, then it is best done this way.

This leaves the unique culture and the reasons for success in tact, with the ability to achieve sustained growth.  That is why the philosophy behind the liberation of any equity in an acquirer’s favour needs to have a carefully designed and conceptualised strategy, along with all the elements of the deal complementing this growth philosophy.

The choices

  • Stay as you are, satisfied with your organic growth and accept the “boutique” nature of what you have built and consider your options when you no longer see your way clear to continuing with the business.
  • Stay as you are, no outside interest, but with a revised capital structure if your business is capable of carrying the funding to achieve your growth objectives.
  • Raise capital to achieve growth objectives and sacrifice as little as possible of your shareholding to an outside interest to achieve this.
  • Consider being acquired or acquiring another business of a similar type that will allow you to achieve your growth objectives.

 

Critical aspect of choices

Having considered the above, not having a clear comprehensive vision of what you are trying to achieve will lead to frustration and agitation and the potential demise of a brilliant business.

Entrepreneurs are curious souls who thrive on their independence and a particular leadership style in achieving their objectives.  They are often rendered challenged when placed in structured corporate environments, being confronted by the endless compliance and governance required by outside shareholders.  This more often than not leads to the dampening of their entrepreneurial spirit, with the resultant lack lustre performance of a once thriving business.

There is also the culture shock of the acquiring party having to deal with the flamboyant business style of some entrepreneurs.

Therefore, it may be more desirable to pursue a pure private equity type transaction, where you attract some capital and sacrifice some shareholding (nothing more than 30%) to achieve this, rather than being acquired by a similar business that will then try and rationalise their business with yours ( a sure-fire way to end up with internal disputes).

 

Innocence lost never regained

Once a deal is done, your business is seldom the same.  How could it be: you have outside interest to cater for. The new shareholders are passionate about having made the “right” investment; the money they have paid renders a return that is aligned to their expectation at the time of acquisition.  Why shouldn’t it be? They have paid good money to gain you as well as your business, and as creative as you are, they are still anxious about their capital integrity and the anticipated return.

The entrepreneur has to face up to these changes and manage the process in a constructive way.  The ideas that used to be decided in your mind must now move into the boardroom. This can be frustrating. It is clear to you, and you know it is right, but the shareholders need to be convinced.  You feel it is the right way to go, however they are concerned about their investment.

Explore

All businesses have life cycles.  It is an art to be able to grow your business in a sustainable way, fed by a clearly defined vision for growth and opportunity.  Never be resistant to explore growth opportunities, whilst keeping your vision firmly focused on your objectives.

Howard Blake founded the Blake Group of companies in 1990. Currently operating across Southern Africa, Mauritius, Europe and the US, the success of the Blake Group lies in the constant innovation of new services designed to add value to its clients’ brands and customer experience. Visit his website for more information.

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Partnerships

What To Do When Partnerships Go Bad… Very Bad

What do you when the honeymoon is over and you discover that you’ve gone into business with a snake?

Alan Knott-Craig

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Q: My business partner is trying to screw me out of my business. I approached him a month ago to say I wanted to chase a different path, and sell my minority stake. It’s worth R1 million, but the shareholder agreement says that if I resign he has a call option to buy the shares for nil. His response to my request to exit was that he would exercise his option and pay me nil. What should I do? Should I stay? Should I walk away from the shares with no money? Should I fight for what he owes me? I’m not happy in the company, but I can’t bring myself to write-off the value of my shareholding. — Anonymous

Know who you’re partnering with

I have bad news for you. You’ve lost your money. Kaput. Gone. Minority shareholdings in unlisted companies are worthless, unless you’re in bed with honourable people.

If your majority shareholder is a crook, you’re screwed. You can’t sell to someone else, and a crook won’t do a fair deal to buy you out. If you stay, you’re delaying the inevitable.

You will be screwed. Rather leave now than later. Rather be happy than hang onto the promise of a pot of gold that never materialises.

Focus on creating new wealth

You’re an entrepreneur, so you have the instinct to fight. To never give up. To persevere. This is one of those times where your instinct is wrong. If you fight, you’ll end up in the mud with a pig. Pigs love the mud. He’ll enjoy it, you won’t. Worst of all, you’ll invest energy in trying to regain what you had rather than creating new wealth.

It’s a bit like trying to win back the girlfriend who cheated on you, rather than going out and finding a new girl. Rather find a new girl.

Don’t seek revenge or short term satisfaction

Once you’ve accepted that staying is not an option, and nor is fighting, the next reaction is revenge. “Damn it, I’m going to punch him in the head!” Short-term satisfaction. Long-term, it makes you look bad. And maybe you go to jail.

The best outcome you can hope for is that your story gets traction in your industry/circle of friends/town before his story. Believe me, he has already told everyone he knows that you’re unethical and screwed him. That’s what crooks do.

Related: 7 Ways To Quickly Spot The Wrong Partner (And 3 Tips To Get It Right)

Good luck fighting the war of whispers. Rather don’t. It’s bad energy. Who cares what people think. The people who care don’t matter, the people who matter don’t care.

Let your reputation define your achievements

In the end your reputation will be defined by your life’s achievements, not by the words of a crook. If you are a nothing, no one will care about his words. If you make it big, no one will care about his words.

If you want revenge, be successful. Success is the ultimate revenge. The rule for partners is this: Make it easy for them to screw you early. That way you don’t waste a whole lot of time with the wrong partners.

Whatever happens, remember this: Life is an adventure. It’s your choice how you describe your story. Is it a sad drama (‘Oh woe is me’), or is it a funny story with some speed-bumps and a happy ending? Frame your story as the latter. You hit a speed-bump, not fun. But not the end. The truth is that business is rough and tumble. So toughen up.

Don’t lose faith in your abilities

This is where it’s useful to have a loving spouse. With him or her at your back you can withstand anything. Whatever happens, don’t lose your self-belief. You have the magic.

You’ve had a bad experience in business. So what? You trusted someone. That’s not such a bad thing. You just got a bit unlucky that he was a crook. Next time lucky. But there is no next time if you lose your self-belief.

Winston Churchill lost all his savings to financial con-men in 1929. He said he was faced with two choices: Fight to get back what he lost, or make more money. He decided to make more money. Keep moving forward. Don’t look backwards.

PS: The best way to deal with a crook is to play dead. Cut him loose. Don’t engage at all. Just play dead.

Related: 5 Things to Do Before Saying ‘I Do’ to a Business Partner

Listen to this

Alan’s audible book Be a Hero: Make Life an Adventure is now available on amazon.com and Audible.com

Read by Alan himself, Be a Hero is a collection of stories on how to make your life an adventure but also changing your mind-set and tackling adversity.

Ask Alan
Do you have a burning start-up question? Email: alan@herotel.com


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Make Absa Your First Business Partner

Thinking of starting your own business? We’ll help you think further with a start-up plan, funding, payroll guidance and Enterprise and Supplier Development solutions for your business.

Absa

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Thinking of starting your own business? We’ll help you think further with a start-up plan, funding, payroll guidance and Enterprise and Supplier Development solutions for your business.

Firstly, consider opening an Absa Business Banking Account by choosing from our range of tailored transactional account options online. You’ll be able to make and receive payments through multiple channels that make your banking as hassle-free as possible with our cash handling solutions and merchant services.

Plus, if you are a new business owner you can open any of the business accounts we offer online, register your new company with the Companies and Intellectual Property Commission (CIPC) and get a South African Revenue Service (SARS) tax number in one go.

Related: Business Partners Limited Explain What It Takes To Have The X (Fundable) Factor

A business plan is also essential for every entrepreneur, as it forms the roadmap of how your business will achieve its goals and should include its operational, financial and marketing strategies. Our team of experts will always be available to give you all the assistance you need with your business plan.

Once you’ve drafted a comprehensive business plan and you are ready to venture into the world of business, your next step is to register your business as mentioned. SwiftReg assists with checking existing company names and registering your company’s name, B-BBEE certificates, clearance certificates and more.

We also offer advice to franchisees, whether you’re thinking about buying a franchise or want to turn your existing business into a franchise network. And, if it’s funding you need, we’ll work with you to find the right solution. Our business funding solutions cater for start-ups and existing small, medium and micro enterprises (SMEs) with working capital or expansion finance needs.

Related: 10 Questions to Ask Before Committing to a Business Partner

Lastly, when you need help moving your fully-formed business plan in the right direction, you can visit any of our Enterprise Development Centres across South Africa to build and grow it from inception until maturity through unlocking access to financing, markets and business development support services.

For more information or to open an Absa Business Banking Account online, visit our website.

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Partnerships

7 Ways To Quickly Spot The Wrong Partner (And 3 Tips To Get It Right)

Finding the right partners is the path to happiness, good memories and success. On the other hand, finding the wrong partners is the path to conflict, angst and failure.

Alan Knott-Craig

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Business without partners is hard. And it’s no fun. No one to share memories with. No one to celebrate with. No one to commiserate with.

No one to hand over the reins to when you have a personal crisis. So how do you find the right partner?

Related: Getting Partnerships Right: Lucid Holdings

First, make sure you avoid the wrong partner:

1. Birds of a feather flock together

The best crooks are natural salesmen. They talk a good game. Penetrating the façade is impossible, so rather look at who she hangs out with. Are they your kind of people? If not, take a pass. Birds of a feather flock together, always.

2. Live a simple life

A flashy lifestyle attracts bugs. Money attracts leeches. Living the high life attracts the wrong kinds of people. Don’t stick out for having a fancy car. Keep your life simple and you’ll find that bad people will ignore you.

3. Ask your spouse

No one knows you like your spouse. Sometimes she can’t verbalise why someone is a bad match for you, but her gut is saying, “Stay clear.” Listen to her gut.

4. Make yourself vulnerable

If you want to know whether she is going to screw you, make yourself vulnerable. Build in an ‘engagement’ period during which you can break-off the relationship easily, and then make it easy for her to screw you.

5. Watch how she treats other people

Watch how she interacts with people when she doesn’t think you’re watching. If she treats the cleaner differently to how she treats you, stay clear.

6. Play golf

Competitive sport brings out the best and worst in people.

  • Does he lose his temper if the ball bounces badly? He can’t handle adversity.
  • Does he move his ball in the rough? He’s a cheat.
  • Does he throw in the towel before the hole is finished? He lacks perseverance.
  • Does he not care about losing? He doesn’t care about winning.

7. Turn up the temperature

Don’t be afraid to crank up the pressure. The only fool-proof method of finding out who people really are is to turn up the heat to the point where they crack.

Related: Getting the Most from Marketing Partnerships

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The right stuff

Okay, so you can filter out the wrong people. Now to find the right people.

Tinder may work for casual sex, but doesn’t work for long-term business partners. In general, the best way to find the right people is to make it easy for them to find you.

How do they find you?

1. Know thyself

If you don’t know who you are, you can’t be who you are. If you can’t be who you are, you can’t be authentic. If you’re not authentic, the right people won’t be attracted to you.

Find mentors, meditate, travel, read books, take risks, reflect on your experiences, do everything you can to maximise your self-awareness.

And then be yourself.

2. Tell everyone

She won’t knock on your door unless she knows you’re looking. Tell your family and friends that you’re looking for a partner. They will naturally filter people based on your personality.

3. Hold up a flag

She can’t knock on your door if she can’t find your door. Make it easy for people to learn about you and your mission, and to contact you. The Internet is the simplest tool for raising a flag. Start a blog, start opening up, start putting yourself out there.

You might think you have nothing of interest to say, but maybe someone else has been waiting their whole life to read what you have to say. You’ll never know unless you try.

Related: The Power of Partnerships

Formalising the partnership

Let’s assume you’ve found the business partner of your dreams. Now you need to put your partnership in writing, usually in the form of a shareholder agreement.

A shareholder agreement is not for marriage, it’s for divorce. You’ll never look at that document again until the day you have to break-up, especially if it’s an acrimonious break-up.

Pay attention to the provisions for exit and dispute resolution, the rest is gumph. Partnership is like the mafia. Hard getting into, much harder getting out.


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