The Harvest Plan Part 3 Developing the New Venture Business Plan

Looking Ahead After studying this chapter, you should be able to: Explain the importance of having a harvest, or exit, plan. Describe the options available for harvesting. Explain the issues in valuing a firm that is being harvested and deciding on the method of payment. Provide advice on developing an effective harvest plan. Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

The Importance of the Exit Exiting (or Harvesting) The process used by entrepreneurs and investors to reap the value of a business when they get out of it The process involves: Capturing value (cash value) Reducing risk Creating future options Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Methods for Exiting a Business Exhibit 12.1 Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Selling the Firm Buyers’ Reasons for Purchasing a Firm: Strategic acquisition Synergies to be gained in combination with other assets Financial acquisition Profitability of the firm as a stand-alone business Employee acquisition Preservation of employment for current employees Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Selling the Firm (cont’d.) Strategic Acquisition A purchase in which the value of the business is based on both the firm’s stand-alone characteristics and synergies that the buyer thinks can be created by the strategic fit of the firm and a potential buyer Financial Acquisition A purchase in which the value of the business is based on the stand-alone cash generating potential of the firm being acquired Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Selling the Firm (cont’d.) Leveraged Buyout (LBO) A purchase heavily financed with debt, when the potential cash flow of the target company is expected to be sufficient to meet debt repayments Bust-up LBO—purchasing with the intention of selling off assets Build-up LBO—purchasing similar firms to make one larger company Management buyout (MBO)—the firm’s top managers become significant shareholders in the acquired firm through debt financing Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Selling the Firm (cont’d.) Employee Stock Ownership Plan (ESOP) A method by which a firm is sold either in part or in total to its employees Employees retirement contributions are used to purchase shares in the firm Frequently is the exit method of last resort Motivates the employee- owners to perform Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Leveraged ESOP Buyout Employer Lender Firm ESOP Trust Selling Owner 1. Employer firm guarantees payment of loan. Employer Firm Lender 5. Employer firm makes annual contribution for employee stock purchases. 2. ESOP trust borrows money from lender. 6. ESOP trust makes payment on loan. ESOP Trust 3. Cash from loan is used to buy owner’s stock. 4. Stock is sent to ESOP trust for benefit of employees. Selling Owner Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Releasing the Firm’s Cash Flows Exiting by Withdrawing Firm’s Cash Advantages Retain control of firm while harvesting investment No need to seek a buyer or incur expenses associated with sale of business Disadvantages Loss of development potential and opportunities Tax disadvantages of cash withdrawal Requires patience to siphon off cash slowly Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Going Public Initial Public Offering (IPO) The first sale of shares of a company’s stock to the public in order to raise capital to repay outstanding debt strengthen the balance sheet to support growth create a source of capital that can be selectively accessed to fund continuing growth create a liquid currency to fund future acquisitions create a liquid market for the company’s stock broaden the shareholder base create ongoing interest in the company and its continued development Source: Lisa D. Stein, vice-president, Salomon Smith Barney. Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Going Public—The IPO Process The firm’s owners decide to go public. If not already completed, an audit of the last three years’ financial statements is conducted. An investment banker is selected to guide the IPO process. An S-1 registration is drafted. Management responds to suggested comments by the SEC, and issues a Red Herring/Prospectus. Firm goes “on the road” explaining its attributes to investors. On the day before the public offering, an offering price is decided upon. The stock is offered to the public to see how it is received. Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: Using Private Equity Private Equity (Capital) Money provided by venture capitalists or private investors Factors in the Transfer of Family-Owned Firms Liquidity for exiting family members Continued financing for company growth Maintenance of family control of the firm Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Private Equity Financing Exhibit 12.2 Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Firm Valuation and the Harvest The Harvest Value Opportunity cost of funds The rate of return that could be earned on another investment of similar risk Harvest Value/Market Comparable Valuation Establishing the value of a privately held company based on the value of a similar or comparable publicly traded company Multiple of earnings method is frequently used Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Exiting: The Method of Payment Payment Alternatives Cash Immediate and stable in value Tax liability consequences Stock Immediate but uncontrollable in value Potential problems with disposal of stock Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Developing an Effective Exit Strategy Manage for the Harvest. Manage for the long-term. Avoid playing the harvest game. Expect Conflict—Emotional and Cultural. Strains of selling own business Personal ties to the business after sale Get Good Advice. Advisors with harvest transaction experience Other entrepreneurs who have sold their firms Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Developing an Effective Exit Strategy Understand What You Want. Motives for exiting Money Independence Health of the company Your management team An heir apparent taking over Personal identity and the business itself Avoid “seller’s remorse” Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

What’s Next Whatever you decide to do, do it with passion and let your life bless others in the process. Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.

Key Terms harvesting (exiting) leveraged buyout (LBO) bust-up LBO build-up LBO management buyout (MBO) employee stock ownership plan (ESOP) initial public offering (IPO) private equity opportunity cost of funds Copyright © 2006 Thomson Business & Professional Publishing. All rights reserved.