Getting bought by a big company like Google (or Coke, or Procter & Gamble, or Johnson & Johnson or Amazon…) is usually the entrepreneurial equivalent of winning the lottery. This is not like selling to a bean counting private equity firm.  With a strategic acquirer, the value is less about you and more about what you might be worth if they duct taped you onto their platform.

So how do you get bought by a strategic? One way is to talk to a guy named Steven Popell. Popell has been a management consultant for the last 40 years and has recently developed a process for positioning a business for a strategic (as opposed to financial) sale.

I asked Steve to share his philosophies and approach with you:

Warrillow: Can you give me an overview of your process?

Popell: The ExiTrak® process is based on the time-tested principal that, if you want to determine if a new product line or suite of services will sell, at what price, etc., talk with customers and prospective customers. This process asks key acquisition executives in prospective buying companies which strategic assets they find most valuable when acquiring a company in this industry today. When we have interviewed 15-25 of these key executives, and collated and analyzed the results, we have the profile of the valuable strategic acquisition candidate from the perspective of the buying marketplace. Then, the management of the company that wants to position itself to be sold makes decisions regarding which strategic assets to acquire and/or enhance in order to get the company’s strategic profile as close as possible to what the marketplace has said it finds valuable. That’s the process; and no one else does this.

Warrillow:  How would you describe the difference between a strategic sale and a financial sale?

Popell: In a financial sale, the entire return on investment (ROI) comes from the earnings and cash flow generated by the seller as an independent entity. Big Company A acquires Small Company B and sets it up as a wholly owned subsidiary. Company B then continues to operate essentially as it did before it was sold.
In a strategic sale, the ROI for the buyer also includes the increase in earnings and cash flow to seller and, especially, to buyer because they are together.  If, for example, the buyer is 10 times bigger than the seller, and the buyer increases its earnings by a mere 10% as a result of acquiring the seller, that figure represents the same dollars as if the seller had doubled its earnings. A 20% increase is the same as the seller tripling its earnings.

Warrillow: Can you illustrate an example of the math if Big Company A is a $100,000,000 company with 15% profit margins before acquiring Small Company B, a $10,000,000 company with 15% profit margins?

Popell: Big Company A has a pretax profit of $15 million. Small Company B has a pretax profit of $1.5 million. If Company A increases its earnings by 10%, that is $1.5 million – the same as if Company B had doubled its earnings. If Company A increases its earnings by 20% or 30%, that is $3 million or $4.5 million – the same as if Company B had tripled or quadrupled its earnings.

Warrillow: How do you see the difference between financial value and strategic value play out in the real world?

Popell: In 2011, we conducted the first and only statistically reliable survey on this topic. The results reflected deals under $5 million. Overall, about 2 out of 5 financial sales yielded prices at or above the owner’s target. In strategic sales, this figure was about 3 out of 5. In those deals in which the business broker had the greatest experience, the results were even more compelling. Strategic sale multiples exceeded those of financial sales by at least 25% about 53% of the time.

Warrillow: Operationally, how can business owners make their business more attractive to a strategic acquirer?

Popell: The best way is to learn what constitutes the valuable strategic acquisition candidate in this particular industry, and then undertake initiatives to bring the strategic profile as close as possible to what the prospective buyers have indicated they find valuable.

Interviews with key acquisition executives in prospective acquiring companies, utilizing a questionnaire customized for the client and the industry, will yield this information. However, irrespective of the strategic value of a prospective seller, it is critical to have an attractive P&L history and current financial condition. Positive numbers will enhance the price; negative numbers will, at a minimum, decrease the price and can cause the prospective buyer to walk because of concerns about management competence.

Warrillow: Can you give us an example of the questions you ask strategic buyers when interviewing them on behalf of a client:

Popell: While each questionnaire is customized for the client and industry, two questions are common to all:

1. If you were to acquire a company in this industry today, which strategic assets would be most valuable to you: location, key customers, market niche, technology, technology infrastructure, etc. – and for each choice can you give specific examples?
2. How are these preferences likely to change, if at all, over the next five years?

Warrillow: Can you provide a real life example of when you did this with a strategic buyer and something interesting they revealed?

Popell: For an electronic packaging company that does business in both military and commercial markets, interview responses indicated clearly that the three most critical technological characteristics were power, cubic area and temperature control – elements that are inherently in conflict with one another. In other words, if you increase the power of a component and reduce the size of its package, temperature control becomes very difficult. It’s very much like the aphorism: “I can give it to you good or fast or cheap. Pick two.” The details of the interview responses provided the basis for the company’s strategic product development program.

Warrillow: How can business owners get up on to the radar screen of a strategic acquirer without revealing to the market they are for sale?

Popell: Be the best in your industry. Take a leadership role in the trade or professional association. Write articles that demonstrate unique and valuable expertise. Have a first-rate website that reflects well on the company and on management. Find out what constitutes the valuable strategic acquisition candidate, and proceed to become that. When you are ready to sell, ensure that the broker’s first communication with prospective buyers is a non-confidential memorandum that describes your company well enough to smoke out interested parties, but not so well as to allow your company to be identified. After that, all communication with prospective buyers occurs after the signing of non-disclosure agreements.

The cockpit suddenly went quiet. The pilot called air traffic control to request an immediate emergency landing, but it was too late.

With no thrust and only a few hundred feet of altitude, Capt. Chesley (Sully) Sullenberger decided his only option was to ditch US Airways flight 1549 into the Hudson River.

As it turned out, he greased that landing back on Jan. 15, 2009, but there was no rulebook for landing an Airbus A320 on the Hudson River. Nor did he get to practice a few times with an empty plane to get the hang of it. He had 155 lives in his hands and one shot to get it right.

In a lot of ways, I think selling a business is a little like trying to land a passenger jet on a river:  you’ve probably never done it before, you don’t get to practice, and there’s a lot riding on the outcome.

To help give you a sense of what to expect from the process of selling your business, I asked Brad Bottoset, an eleven-year veteran of selling companies, to answer some common questions I get from readers….

Warrillow: Can you explain the role of seller financing in selling a business? How common is it? How exactly does it work in layman’s terms?

Bottoset: It is estimated that 80 to 85% of all business transactions carry seller financing.  Why?  Many potential buyers don’t have the capital or lender resources to pay cash.  Even if they do, they often want to leverage it into buying a larger business with greater cash flow.  Buyers interpret the seller’s insistence on all cash as a lack of confidence in the business, the buyer’s chance to succeed, or both.  Of course, every transaction is different, but typically a seller should expect somewhere around one year’s cash flow as the down payment.  Just like banks use formulas to determine what someone can afford as a mortgage on a home, knowledgeable business brokers use formulas too – which generally point to the Note being paid off in 5 to 7 years.

Warrillow: Isn’t the whole point of selling your business to get liquid? Why would you lend someone the money to buy your business? If you’re not getting the cash upfront, why not just hold on to the business?

Bottoset: For most sellers, getting all cash upfront is their preferred route.   However, it may not be possible.  And there are a number of positives with seller financing:

• Making the terms attractive and attainable increases the pool of qualified buyers;
• Offering terms will command a higher price (buyers paying cash often demand a discount);
• Tax consequences can be advantageous.  Instead of being taxed in the year that the sale occurs, the seller’s capital gain is taxed over the life of the Note;
• With interest rates currently at their lowest in years, sellers can get a much higher rate (6%) than they can get from any financial institution.

Warrillow: What is the typical interest rate of a seller-financed deal these days?

Bottoset: Six percent.

Warrillow: I know one of the steps in getting a business ready for sale involves dressing up the Profit & Loss statement to show as much profit as possible. Can you give me some examples of things business owners often overlook?

Bottoset: When determining the value of a business, one of the key steps is understanding what levels of discretionary, non-business expenses the current owner is expensing through the business.  There are many standard types of “add backs” such as the owner’s car expenses, personal health insurance, etc….  However, we also have seen a number of examples of creative bookkeeping, such as trips to Europe classified as a “market research” expense, owner divorces identified as “legal fees,” etc.    One common area that is often overlooked is when the business owner also owns the facility out of which the business operates. Depending on the situation, they may be charging themselves fair market value (FVM) rent, or they may not.  If they are charging the business more than FMV, a positive add back would be appropriate.  If they are charging themselves less, a negative add back must be accounted for.

Warrillow: You use “social desirability” as one of the factors that can drive up, or down, the value of a business. What do you mean by “social desirability,” and can you give some examples of either desirable or undesirable businesses? How big an impact is social desirability on the value of a business, and can you give an example?

Bottoset: I can’t say I’ve come across a lot of businesses that will generate a significant premium, but I do know of a few that have been adversely affected by a lack of social desirability.  For instance, in our portfolio, we have a national trucking company that transports live animals for medical research.  We’ve had a number of qualified buyers (both from within the transportation industry and from outside) look at the business but they have shied away because of perceived issues with animal rights organizations like PETA.

Warrillow: What other factors drive up, or down, the value of a business? Can you give a real life example?

Bottoset: The basic value drivers are management depth, proprietary product, customer diversity, etc….  Unfortunately, many clients don’t fully understand some of these principles. A few months ago, we had a manufacturing client approach us to find a buyer for his business.  He was particularly proud of two aspects of his business:  firstly, that all decisions go through his office as he is the point of contact with the clients; and secondly, in preparing the business for sale, he had whittled down the client base from 20 to two clients.  In his eyes, the new buyer was going to have 18 less headaches and personalities to deal with.  Yikes on two counts!  Unfortunately, this is a true story!

Warrillow: Can you explain the difference between an asset sale and a share sale? Why does it matter to business owners?

Bottoset: In an asset sale, the buyer essentially acquires selected company assets, consisting of the company’s equipment, inventory and “goodwill.”  In a stock purchase, when purchasing the company’s stock, they are acquiring all of the company’s assets, including its cash and accounts receivable, and are assuming responsibility to pay off the company’s debts (i.e., accounts payable) while assuming all “off the book” liabilities (i.e., pending or future lawsuits).  Buyers typically prefer to buy the assets of a company for two reasons.  Firstly, they are able to re-depreciate the value of the fixed assets and therefore acquire a larger depreciation tax shelter.  Secondly, they are not responsible for any “off the book” liabilities (i.e., lawsuits). Most business transactions are completed as asset sales.

I’ve asked Brad Bottoset to spend an hour with the 20 people coming to my Built to Sell workshop on January 16 & 17, 2012. There are three spots available – grab one here.

(photo Eric Thayer  /  Reuters)

The company is a new start-up founded by 4-time entrepreneur John Warrillow who is also the bestselling author of the book Built to Sell: Creating a Business That Can Thrive Without You which was recognized by both Inc. and Fortune Magazine as one of their best picks for 2011.

Built to Sell Inc. is head quartered in Toronto but the role of Sales Executive is one that can be done remotely (i.e. you can work from home) and does not require face-to-face sales calls (all prospect meetings are done via GoToMeeting web conferencing software). Therefore, the role is ideal for someone just returning to the workforce after a maternity/paternity leave who requires flexibility in when and where they work or someone who lives outside of a major metropolitan area and wants to avoid a daily commute.

If you’re interested, please complete this form

Our overall company values (attributes we look for in all employees) are as follows:

1. We live with a sunny disposition:

• we see the glass as three quarters full
• we have high energy and approach life with “batteries included”
• we see obstacles as challenges to be overcome

2. We’re  confidently Vulnerable

• we take 100% accountability for errors – we’re allergic to excuses

Specific attributes we look for in a Sales Executive:

• Self reliant and independent
• Self confident
• Ego-drive: gain satisfaction from getting others to do what you want then to do
• Goal-oriented
• Self-motivated
• Competitive with a will to win
• Moderate to high level of tech savvy
• Appreciation for and willingness to adhere to a basic sales process
• Stick-to-it-iveness: do not take no for an answer
• Do not take “no” personally
• Ambitious
• Able to show empathy
• Written and oral communications skills

If you’re interested, please complete this form

Basil’s book “Early Exits” had a huge display at the Books for Business store in downtown Toronto. I sheepishly asked the clerk if she had a copy of a book with a similar theme called “Built to Sell”. She looked puzzled and turned to her computer terminal to search the title.

“Sorry sir, we don’t seem to have that book”.

I left the store cursing this Basil Peters fellow.

Then, begrudgingly, I got to know Basil.

What I discovered was one of the smartest, most experienced entrepreneurs I have ever met. Starting in school, he scaled a business up to a couple of hundred employees. He sold it and took his cash and invested in some start-ups. He promptly lost a bunch of his winnings but learned a lot in the process. He went on to be involved in a hundred or so deals –as an entrepreneur, angel, investor and/or advisor.

I’ve asked Basil to come to Las Vegas and spend a half day working with the 20 entrepreneurs selected for the Creating a Sellable Service Business Workshop on January 16 &17, 2012 (there are still a couple of spots if you’re interested – you can register here).

To give you a quick peek inside Basil’s mind, here’s a recent exchange between the two of us:

What exactly do you mean by an early exit?

There isn’t a precise definition. “Early exits” refers to a strong trend in the 21^st century economy, driven by buyers who want to acquire companies in the $10 to 30 million range. With “internet acceleration,” entrepreneurs can often create values in that range just 2 or 3 years from startup. The combination of those values, and that timing, are what I think of as an early exit.

What are the telltale signs that a business (or entrepreneur) is ready for an early exit?

Exit timing is one of the things I wish I had done better in my first five or six exits.  Now having watched about 100 exits reasonably closely, I am convinced that in the very large majority of situations, entrepreneurs wait too long to start working on their exit. They end up ‘riding it over the top’ and selling for much less than they could have. Or even worse, missing the optimum time often means the company never exits.  This phenomenon has not been discussed very much and is something that I am working hard to illuminate for entrepreneurs and investors.

What are the signs that it is too early/soon to exit?

It’s actually relatively easy to tell if it’s too early. I think the best indicator is that the price isn’t high enough to satisfy the shareholders. And it’s reasonably easy to determine the price (within a reasonable range of certainty.)

A lot of business owners are planning to wait until the market for privately held businesses recovers, banks are willing to lend more aggressively, and multiples start going up again. Is it worth waiting?

In my opinion, that time is now. Interest rates are lower than they have been in our lifetime, the private equity funds are back, and the corporate acquirers are very receptive. With everything going on in Europe, I wouldn’t wait.

What if you have a really small business, maybe only $500,000 in revenue with some promising technology, should you still think about selling early?

I don’t think of it as a question of selling “early” or not. I believe it’s a matter of the best time to sell. Often the best time is well before the company is profitable or hits $1 million in revenue. Recently, Google said: “we prefer companies that are pre-revenue.” How’s that for early?

Can you explain the structure of the typical early exit? Are businesses owners walking away with a check or are they selling a part of their business to a private equity firm with hopes of taking a “second bite of the apple” in 3-5 years, or are you seeing a lot of earn-outs?

Most of the exits I see these days are all cash, or possibly cash with a portion of vendor financing. Buyers know that if they try to reduce risk with earn-out formulas or risky structures, the sellers will just go somewhere else. The problem for most buyers today is that they have too much cash. So if the transaction is fairly priced, the structures today tend to be cash, or ‘near cash.’

Once a business owner makes the decision to sell, what are some of the mistakes you see them make in approaching a transaction?

The most common mistakes I see are:

1.       CEOs trying to do it themselves, and

2.       Selecting the wrong M&A advisor (i-banker)

Do you believe in running an auction for a company, or do you try to negotiate with one strategic at a time?

I believe multiple bidders are always desirable. In some cases, that’s not possible or isn’t what the sellers want to do. But in my opinion, it’s almost always a good strategy.

What are the idiosyncrasies of selling a service business?

These days, in North America, almost every business is a service business, or has a large service component. Software as a service (SaaS), for example, is probably the hottest sector of the M&A market. Non-service businesses – in other words, manufacturing and asset businesses – are harder to sell today.

How does having money change your life?

I think it’s a little like having your first child. Everyone will tell you what it’s like, or what it was like for them. But until the reality is right there in front of you, it’s actually pretty hard to describe. For me, having money created a lot of freedom. I enjoyed it a lot and strongly recommend it to everyone.

What were the mistakes you made after your first exit that you would like to take back if you could?

That’s another easy one. I could tell a long story, but I think the most common mistake, and I certainly made it, is to go out and make two really bad investments. When I sold my first company, a couple of my friends in YPO warned me that was what most of us do. But like all good entrepreneurs, I ignored them. So I learned that lesson with an education that cost about 20 times more than my Ph.D.

Basil Peters will be leading a half-day session at my “Creating a Sellable Service Business” workshop on January 16&17, 2012 in Las Vegas. Register here.

David C. Baker is one of four people in the United States that knows this better than anyone. In addition to being an author, David has made his living over the last few years selling agencies. He’s done 140 deals and along with two or three other M&A professionals, David is considered the guru of building and selling a successful agency.

I’ve been doing some research in preparation for my Creating a Sellable Service Business Workshop and I had a chance to interview David. I thought you might like to read our exchange:

John: What are the unique challenges of selling a marketing agency?

David: Mainly it’s the fact that there are no outside non-participating investors for smaller firms. I can’t think of one, actually. And that’s typically because the firm trying to find a buyer has grown up around the principal and his or her desires and hasn’t been viewed primarily as a business.

John: What attributes are buyers looking for in the agencies they are buying these days?

David: Specialized focus is always first. Second is financial performance. Third is client list that they will have access to. Gone are the days when someone buys a firm just to have a presence in some market. And very few transactions are initiated simply to add capacity instead of building it.

John: How are agencies being valued?

David: The more typical agency is being valued at 3-5 times EBITDA after normalizing principal compensation. Interactive firms are going at significantly higher multiples.

John: What proportion of the overall deal is “at risk” in some form of earn-out? (I’ve heard big agency holdcos are now paying 3 times upfront cash with up to 7 available in an earn-out; can you verify or refute?)

David: Usually one-third is paid upfront at closing; about one-third is paid in a longer-term note (not tied to any type of performance) over 3-5 years; and the remaining one-third is tied to earn-out goals.

John: What is the biggest mistake you see agency principals making when it comes to selling their firm?

David: Thinking it has value just because they’ve worked hard for many years, even though the financial performance has been meager; along with thinking that their company name has some sort of tangible value.

John: What proportion of the agency principals who sell last the full length of their earn-out? Why or why not? And do you have some survival tips?

David: The answer to that depends quite a lot on the terms of the sale. If most of the transaction value is in the earn-out, they are likely to stay. The typical scenario is that the principal DOES remain for the entire earn-out, especially since the typical earn-out has now dropped from 5 years to 2-3 years.

John: What other things do agency owners need to know about selling a service business?

David: They shouldn’t expect any money from it. I’ve participated in 140 deals, but the four of us who are active in that space for smaller marketing firms still find deals for a small percentage. The value of the firm is primarily in the cash it throws off to the owner on an ongoing basis, and not in a pot of gold at the end of the rainbow, unless all the stars align properly.

If you’d like to meet David in person, he runs a New Business Summit every January in Nashville.

I first got the idea from an entrepreneur named Greg who had moved his family to Geneva for a mid-life sabbatical.

As I started to explore the possibilities of moving to Europe, I realized that – at least among the entrepreneurs I know – it was more popular than I had at first realized. My friend and the founder of Gazelles, Verne Harnish, had moved from Virginia to Barcelona, Spain with his wife and four children.

Robert Barnard, another friend and the cofounder and CEO of DECODE, had left Toronto for London, England with his wife and young family.

I think a sabbatical abroad appeals to an entrepreneur’s sense of adventure and is often more feasible for a business owner than it would be for a big company manager who has to stay on the career ladder out of fear of being passed over for a promotion or wait years for an overseas assignment that might never come.

Inspired by our friends, my wife and I moved our young family (we have two boys age four and six) to a town called Aix-en-Provence in France, which I picked after exhaustive research: I googled “the sunniest place in France.”  The extent of our family’s understanding of the language was a rusty old twelfth grade French credit I had taken twenty years before. We recently celebrated our first year over here, so I thought I’d share a few reflections in case you’re planning a similar adventure:

1. Send them to camp

Most entrepreneurs on sabbatical plan their arrival around the beginning of the school year, but I’d recommend moving in mid-summer to give your kids a few weeks of summer camp. Most developed countries have a network of camps (in France they call them “Stage”) where working parents can drop their kids off for the day. For the type A crowd, there are “language camps” that offer kids a fun way to learn a new language.

We decided to enroll our kids in a half-day sports camp to minimize the shock they would soon experience in full-day French school.  The first few days of summer camp were full of tears, as our kids felt alone in a country where they neither spoke the language nor had any friends. But at camp they knew they were only ever a couple of hours away from seeing their parents again and they soon acclimatized.  I think getting the tears out of the way in the summer made the first few weeks of the school year much easier.

DECODE’s Robert Barnard took a different approach to integrating his kids into a new country: “We took a one-month trip to London a year before we moved. I worked and the kids did some camps and museums, etc. Then when we said we were going to do London for the year, it was not a big deal.”

2. Picking a school

Picking a school for your kids can be a tough call. Places like London, Geneva, Aix-en-Provence and Barcelona are popular among North American entrepreneurs because they have international schools that follow the Baccalaureate program, which offers a curriculum close to what North American kids are used to.  Putting your kids in an international school also creates an instant network of (mostly) English-speaking parents eager to make friends.

My wife and I opted for a different route and put our kids in a local French school so we could integrate into life here a little faster. We’re happy with our choice because it has allowed our kids to be immersed in French and enabled us to meet local French parents.

In your case, I would make the call based on how long you expect to live abroad: if your horizon is one year or less, an international school will be less disruptive for your kids (although more expensive). If your time horizon is longer, I think the local school route will allow you to integrate faster.

Robert Barnard, who is in the UK at least in part to set up an international office for his company, has another good suggestion: “Pick the school first, then the house. Commuting with kids to school is tougher than commuting on your own to work.”

3. Wheels

When we first arrived, I had a big Citroen Berlingo (think French Magic Wagon) and regretted every minute of our ten-day rental. Trying to park that tank in a country where a Mini is a midsized car was an exercise in frustration. French roads and parking lots are designed for small cars, so my advice – especially if you’re planning to live virtually anywhere outside of North America – is to buy a car a lot smaller than what you’re used to. I opted for a Diesel Audi A3.  It goes 1,100 kilometers on one tank of fuel (in Europe fuel costs about fifty percent more than it does in North America) and fits down the cobblestone lanes of even the oldest French villages.

I also bought a 50 cc scooter and that has been a godsend. If you live in a European city, circulation can be atrocious. A scooter allows you to maneuver around most traffic jams and park on any street corner or sidewalk. Hands down, my scooter has been the best 900 Euros I’ve spent so far.

The other option is to pick a city where you can live car-free. “The advantage of living in a city like Barcelona is that we didn’t need a car,” says Gazelle’s Verne Harnish. “In fact, it was part of our strategy to jettison our ‘addiction to the automobile’ that we have in North America.” (For the record, Verne also bought a scooter, much to his wife’s chagrin!)

4. Unplug

Whether you plan to work on your sabbatical or completely unwind, be prepared to be without a reliable connection to the Internet for the first month or so of your time abroad. When we first arrived, it took about a month to get an Internet connection installed in our house. What made Internet matters worse was that there are very few Wi-Fi zones in the south of France. One of the only reliable Internet connections was at a local McDonald’s franchise, so instead of sipping Rosé in a café, I ended up loitering at the golden arches daily just to download email.

5. To ship or not to ship

Our cost of living here is about what we would be paying in Toronto, but there were a couple of one-time expenses that we’ll never get back. One was the $15,000 we spent to have the contents of our house in Toronto shipped here.

We struggled with the decision to ship our things or not. Personally, I could care less about furniture except for one precious item: our Tempur-Pedic mattress.  But there were also things like the kids’ bicycles and a few toys that we knew we would miss if we didn’t ship our stuff.

As with a lot of things, my advice would be to let the length of your stay drive your decision making. If you plan to stay for more than two years, I think shipping your stuff will make you feel more at home and will probably be less expensive when compared to buying everything – or paying the premium for a furnished house. If you’re staying for less than two years, it probably makes financial sense to rent a furnished home or make friends with the local IKEA.

One other important nuance about renting a house: in France – and I’m not sure what it is like in other parts of Europe – you can rent a house furnished or unfurnished and there is a big difference from a legal perspective. In a furnished house lease, most of the rights go to the landlord, so they can cut short your stay if they want their house back. In an unfurnished house lease, the rights go to the tenant and the landlord cannot cancel the lease prematurely, yet you have the opportunity to cancel it within 60 days of the anniversary of each year of your lease.

6. Play time zone arbitrage

“I love being in the European time zone,” says Gazelle’s Verne Harnish, “First, I’m not receiving emails from North America until mid-afternoon, so I have all this uninterrupted time during the morning and early afternoon – great for relaxing, working on interesting projects, or playing tennis. In turn, it’s so much easier communicating with India, the Middle East, China, and even Australia, being six time zones closer.  So I can be on with the East in the morning if I like, enjoy a long afternoon lunch with my Spanish friends and then hop on with the West in the afternoon and be finished by the time the children get home from school.  In essence, the epicenter of the global economy has shifted east and being in Europe puts me six time zones closer to the action – one of the main reasons I’m excited we’re staying in Europe.”

Recently I got a note from an Italian-American entrepreneur who, at age 44, is considering taking his family to live in Italy for a year. I told him that it was a “game changer,” which is the best way I can describe the decision. I think I now come at business problems with a broader perspective; but the real dividends have been on the home front, where our sabbatical has brought us closer as a family and given us some amazing memories and a larger world view than we had before we left. Bon Courage!

PS. I’m coming over to the U.S. for a couple of days in January and have decided to host a reader workshop. Details here.

• You have a service business and want to know how to position it to be A) Sellable and B) Sellable for the maximum amount of money possible.
• You’ve learned a lot of valuable strategies for building your business to sell on this blog and/or in the book Built to Sell, but you’d like some extra help figuring out how to apply these strategies to your unique business so you can ensure a big pay out when you’re ready to sell.
• You want to give yourself every possible advantage in building your business to attract buyers who are willing to pay top dollar for your life’s work, including learning about high level business selling strategies not found in the book Built to Sell or the blog posts on this site.
• You would like to meet, learn from, and brainstorm with other service business owners who are designing their businesses to sell for large sums of money.

If you answered “Yes” to any or all of these things, I’d like to invite you to an intimate, hands on workshop on building a sellable business that I’ll be hosting in Las Vegas January 16^th and 17^th.

During this workshop, you’ll get the opportunity to put your business under the microscope with me and a small group of other successful business owners. Together, we’ll uncover the steps you can take to make your business more attractive to potential buyers – whether you’re looking to sell your business in the near future, or want to start ramping up the value of your business in order to sell it down the line.

This workshop is unique compared to any other training you’ll find on the topic of selling a business in several critical ways: you’ll be able to talk with me about your unique situation one-on-one in a small group format, you’ll be able to mastermind with other successful business owners who are also building their businesses to sell, and you’ll be able to expose yourself to high level strategies rarely discussed anywhere else (including my own book).

You’ll get the advanced coaching, tools, and strategies you need to…

Escape the trap almost all service firms fall into, that leaves the owner with nothing when they walk away from their business – instead of a sizeable nest egg they can use to retire comfortably, or fund their next big idea.

Most service businesses never sell. They are started by someone with a specific skill. Maybe that person hires a few people, but the clients still want to deal with the most knowledgeable person in the company – and that’s probably you.

So when the time comes to get out, you’re left with nothing. If you’re one of the lucky ones, you get approached by another service firm who offers to “buy” your company — but you actually don’t get a check. Instead, you get a little card with a magnetic swipe that grants you access to a building where you have a job as a Vice President at a big company. You then must toil for three to five years for someone else, and if the stars align and the economy improves and if you can put up with the nonsense of big company life, you might get some money from an earn out.

I know your pain.

I’ve started four service businesses – a little marketing and design agency, a radio production company, an event business and a market research firm. Back in 2002 I got asked to lunch by a business development guy working for one of the big agencies. He wanted to “buy” my marketing agency if I was prepared to give them my clients and submit to a three year earn out with no cash up front. No thank you.

So how do you escape the service firm trap? The answer, in my experience, involves re-making your business and positioning it more like a product company. It involves “productizing” your services by naming and branding them so that they can be sold by salespeople instead of only you. It involves turning the project-to-project hamster wheel off and creating a recurring stream of revenue. It’s a hard process, but not impossible, and it is made easier by applying the techniques that I’ve chosen to teach at a workshop I’m hosting in Las Vegas this January.

If you choose to come, you’ll learn how to:

1. Put your business on auto-pilot:

One of the keys to successfully selling your service business is to systematize and automate your processes, so you can walk away from the business after the sale and it can still run smoothly and generate a profit without you. Not only will you attract more buyers and be able to sell your business for more money if you have the right systems in place, you’ll also benefit now by dramatically increasing your efficiency and results as the business owner. At the workshop, you’ll find out how to:

• Create a reliable stream of recurring revenue so you can stop charging by the hour or project and be able to see how your revenue is looking months into the future – a key factor in creating a sellable business
• Reduce your reliance on a few big clients so you can stop groveling for work and worrying they might leave one day
• “Productize” your service so you can hire salespeople to do some of the selling for you
• Eliminate the need to respond to a Request For Proposal (RFP) and get clients to start giving you work without tendering
• Increase the number and quality of your referrals so you can grow more quickly and profitably through word of mouth
• Reward and retain key employees without making them a partner – that way you retain all of the equity

2.  Maximize the value of your business

Whether you want to sell your business now or in ten years, it’s nice to know you’re building a valuable asset as opposed to just walking on a tread mill. At the workshop, you’ll learn what drives up the value of your business and specific techniques to:

• Calculate the value of your company using the same methodology acquirers use so you’ll know if you’re getting low-balled
• Avoid the biggest mistake service firm owners make when getting their business ready to sell
• Structure your customer agreements to include one simple sentence that will allow you to sell your business for a premium

3. Negotiate with leverage

To get the best price (and deal terms) when you go to sell your business, you need to understand how to negotiate from a position of strength. Part of having a powerful negotiating position is being knowledgeable about the process, and it also means understanding the strategies you can use to:

• Shorten the length and importance of an “earn out” so you need not work for someone else
• Spot and interpret the second most important sentence on an offer to buy your company so you can clear more after tax cash from the sale of your business
• Get multiple competing offers for your business to drive up the price through competitive tension

The Agenda

I’ll lead the workshop. I’ll explain a concept and give you some exercises to help you apply each technique to your business. I’ll wander around and work directly with anyone who has a question or just wants a partner to brainstorm with. You’ll be given a booklet to write your answers in so you’ll have all of your key ideas and action items in one place at the end of the day.  With just a handful of people in the room, we’ll get plenty of one-on-one time together.

In addition to getting to pick my brain, I’ll also be bringing in a Mergers and Acquisitions professional to answer your questions and share some real life examples from “in the trenches” of buying and selling companies. This M&A expert will break down the anatomy of a deal so you know exactly what to expect through every step of the business selling process when you decide it’s time to sell. You’ll also get tips and strategies for getting the best price and deal terms, straight from the mouth of someone who’s spent an extensive amount of time working both ends of a deal.

What business owners who attended this workshop thought

In late September and early October I held two workshops, one in Toronto and one in Chicago. I had planned these workshops to be a one time thing. I’m currently working on a new software company, and between that and my writing my plate is pretty full. I have no desire to start hosting workshops all the time. However, the feedback I received from those workshops was so positive, I decided to do another one this January in Las Vegas while I’m in the country on business (I spend most of my time in France).

Here are a couple comments from attendees of the Toronto and Chicago workshops…

“Even after reading the book and following the blog, there was still a tremendous amount of insight gained from both the curriculum and from hearing the perspectives of the other participants. I thought the dinner the night before the event was great too for setting the tone and allowing the participants to get to know each other leading to more candid conversations about their businesses.”

“Learned a lot. Was great sitting around a table learning how other business owner manage their issues of building a sell-able business.”

“The material was excellent, the presentation was excellent, the interactive aspect, the ability to share with peers was extremely valuable, the guest panel was also excellent.”

The one suggestion I heard repeatedly from the attendees was they wanted more. More depth. More one on one time with me. More time to brainstorm with the other attendees. So I took the single day format of the original workshops and added an extra day, with new and expanded content and more opportunities for us to work together on developing the right strategy for your business.

Turn $2,000 into $100,000

Another question you might have is, “will it be worth the $2,000 plus travel and two days out of the office?” Fair question. My response is that your business could be your most valuable asset if you set things up right. So investing a little to make it more sellable could pay off many times over.

Let’s look at some numbers: according to my reader poll, most service business owners never get an offer to buy their company. Of the lucky ones I surveyed who did get an offer, the average bid was around three times earnings. I’m confident you can increase your multiple by following the techniques I’ll teach at the workshop. Four times earnings is very do-able. Five times is not out of the question. Six, seven —  even eight times earnings or more are all possible.

But I’m getting ahead of myself. Let’s be conservative and say you have a business generating $100,000 in profit before tax. At three times earnings, it’s worth $300,000. If, by applying the techniques you learn at the workshop, you can make your business worth four times earnings, then all of a sudden it’s worth $400,000. You can do the math on your own financials. Either way, I’m pretty sure the workshop will be an investment that will pay for itself many times over. And if it doesn’t, flip me an email after the session and I’ll refund your ticket price, no questions asked.

The unmistakable, glorious feeling of control

It’s a special feeling going from groveling for clients to owning a sellable company. My fellow Inc contributor, and 37signals co-founder Jason Fried went through a similar process. He started 37signals as a custom web development shop and made the switch to  “productize” his service business. He described the feeling of turning a service firm into a sellable company as follows, “When you’re a consulting business, you have to say yes to big clients, who end up telling you what to do. You become beholden to the giant corporation who is paying you $60,000 for a project. I love the feeling of control I have now”.

Bonus Opportunity

Are you travelling? Europe maybe? Patagonia, or somewhere nice and warm?

If you’re like most of the business owners I know, you imagine selling your business, having a going-away party, and riding off into the sunset.

Increasingly, it’s not working out that way.

In a shaky economy, with banks shy to lend, the proportion of cash that business owners get when they sell is sinking with the proportion of the sale price put “at risk” in some sort of “earn-out” or “vendor take back” loan is going up.

Recently, I hosted a workshop in Toronto and invited an M&A professional who spoke about the typical deals she is doing these days. She shared the story of one buyer who is acquiring marketing services businesses for as much as ten times earnings before tax. The fine print? They only pay three times earnings upfront and leave the possibility of the other seven in a five-year earn-out.

The seller sees the finish line; the buyer fires the starting gun

Buyers and sellers come at the M&A process from totally different points of view.

The seller is usually just willing their tired old body to the finish line. On the other, you have a buyer just about to fire the starting gun. But the buyer isn’t planning on doing any running; they expect you to hear the gun and run faster than you ever imagined possible.

Is it just me, or is there something wrong with this picture?

Note to buyers: we’re tired, not stupid

I think buyers need to stop being greedy. I saw a deal recently where a rental business had grown to twelve million dollars in sales and more than two million in EBITDA. They were being offered six million dollars upfront and another six million dollars available through a complicated, five year earn-out formula.

Are you kidding?

Do you know what it takes to build a business from scratch to a point where it is generating two million dollars of profit? Have you any idea how burned out and tired the business owner must feel? This owner has built the business to the equivalent of a Picasso and you want to steal it for three times earnings?

For a gem like this, you need to pay a decent multiple upfront and put a reasonable set of goals together for a one or two-year earn-out. I don’t care what your spreadsheet says; a victory lap is okay but indentured servitude is not.

Note to sellers: move up your “sell by” date

Sellers – I like you. A lot. I consider myself on your side, but you have to understand that the days of driving off into the sunset on closing day (unless maybe you own a technology business that runs itself) are over. As a seller, I would tell you to plan to sell WAY earlier than you think you want to, so that you still have the energy, ideas and passion for the business to get you through the earn-out.

Yes, if you do everything right (recurring revenue, management team, unique niche, double digit EBITDA growth etc.), you can increase the cash proportion of your take from a sale from maybe 40% cash upfront to something closer to 65 or 70%; but you’re still going to be leaving at least a third – if not much more – of your money on the table if you plan to take your foot off the gas after closing day.

If you think you want out in five years, my advice is to plan to sell in two, so you have some juice left to get you over the finish line, which is moving ever further away.

(photo courtesy of Flickr/Nordea Riga Marathon)

He runs a very successful importing company with forty people across the U.S. He has fat profit margins, hedges his currency risk and has actually been able to grow through this recession. In short, he’s one of the lucky ones.

As our conversation unfolded, he revealed that, even though he’s more than a decade away from “retirement age”, he has decided to sell his business.

He started our conversation by giving me the strategic reasons for getting out now: he’s in a growing, consolidating industry and they’re coming off their best year etc. but I could sense there was a deeper rationale for why he wanted out. Finally, he came clean:

“I guess I just want to take some chips off the table.”

As soon as he uttered those words I was reminded of one of the strongest reasons I wanted to sell my last business: the desire to stop gambling.

The bigger the business, the more risky it feels

They say starting a business is risky but I don’t see it that way. When you have nothing to lose, you’re not risking much. Sure, smaller businesses have a higher failure rate than larger ones, but I think they are actually less personally risky for the owner. If the start up you’ve sunk $50,000 in fails, you’re out $50,000. Not fun, but also not a death knell.

As my last business grew, I started to get the sense I was gambling more than I would like. It was a subtle feeling that started innocently enough but grew as time went on. I had most of my financial eggs in one basket and every day I went to work, I was gambling it.

The more successful our business became, the more nightmare scenarios I imagined:

• What if xyz company starts competing with us?
• What if xyz person leaves us?
• What if we have a fire?
• What if our network gets hacked?

These thoughts kept going through my mind – usually in the middle of the night — to a point where eventually it was worth selling to stop the little voices in my head.

The risk that feels heavy to you, is light to somone else

And there is someone out there who is happy to take on your risk.  A business ten times your size might happily absorb the threats that feel heavy to you as a small price to pay for a chance to grow. For them, gambling on your little business might be fun money.

If you want to make the voices stop, consider these four strategies:

Option 1: Milk the cash cow

One tactic is to put the breaks on your growth and squirrel away enough cash outside of your business that your company becomes a smaller proportion of your overall nest egg. Usually this means shunning growth opportunities in favour of maximizing your profits, but if you do it right, you can reduce the feeling that your gambling and hang on to your entire business. Just make sure you keep your cash in a separate account outside of your company so that it is safe from creditors and law suits.

Option 2: Limit your risk on a vendor take back

The only thing worse than gambling on yourself is letting someone else gamble your money. When you sell a small business with less than a million or two in revenue, you typically have to finance part of the sale so you’re taking a risk that the buyer knows what they’re doing.

Take a hypothetical case of a business that sells for one million dollars. The buyer might scrounge up $600,000 and ask you to finance $400,000. You get an interest rate better than you would at the bank but you also get your business back – albeit in much worse shape than when you left it – if the buyer defaults on your loan.  The best way to limit the proportion of cash you lend the buyer is to get multiple offers for your business (use a broker to drum up the bids). Also do whatever you can to ensure a monkey could run your business (systems, tools, templates, manuals etc.). That way, even if the buyer is an idiot, they can’t screw your business up too badly before you get your money out.

Option 3: Take a second bite of the apple

Recently, some private equity companies have condescended to come “down market” and are considering businesses with “as little as” one million dollars in EBITDA. They used to consider $3 million in EBITDA the floor but they’re becoming desperate to invest the cash they raised in 2007 before they have to give it back. Taking money from a private equity company can allow you to pull some chips off the table while remaining in the game.

For example, you might sell 50% of your business to a private equity company for four times EBITDA and continue to hold 50% with the hopes of getting a better multiple on the second half of your shares. You get to pay off your house, and buy a boat (or ski chalet or whatever) and – at least in theory – get to sell your second tranche of equity at a premium multiple (maybe six, seven or more depending on the industry, your growth potential etc.) because the private equity folks have helped you scale up.   You sleep better and stay in the game. I say “in theory” because working for a private equity company is not for the faint of heart. More on that later.

Option 4: Sell

Of course, the very best way to stop gambling is to get liquid and sell. It’s not a fool proof solution because you’ll still have to leave some of your money in the business in the form of an earn out. You’ll also have to  leave about 10% in an escrow account for a year just in case the buyer discovers something they think you lied about during diligence.  But if stopping the voices is your number one priority then selling free and clear is probably your best option.

PS. If you’re thinking about options 2 – 4 in the next couple of years, consider coming  to the workshop I’m hosting in Toronto and Chicago week after next. I think it will be worth your while.

Flickr photo courtesy of JulieFaith

So when the time comes to get out, you’re left with nothing. If you’re one of the lucky ones, you get approached by another service firm who offers to “buy” your company — but you actually don’t get a check. Instead you get a little card with a magnetic swipe that grants you access to the building where you have a job as a Vice President at a big company. You then must toil for three to five years for someone else,  and if the stars align and the economy improves and if you can put up with the nonsense of big company life, you might get some money from an earn out.

I know your pain.

I’ve started four service businesses – a little marketing and design agency, a radio production company, an event business and a market research firm. Back in 2002 I got asked to lunch by a business development guy working for one of the big agencies. He wanted to “buy” my marketing agency if I was prepared to give them my clients and submit to a three year earn out with no cash up front. No thank you.

So how do you escape the service firm trap? The answer, in my experience, involves re-making your business and positioning it more like a product company. It involves “productizing” your services by naming and branding them so that they can be sold by salespeople instead of only you. It involves turning the project-to-project hamster wheel off and creating a recurring stream of revenue. It’s a hard process, but not impossible, and it is made easier by applying some basic techniques that I’ve chosen to teach at a workshop I’m hosting in Chicago and Toronto in a couple of weeks.

If you choose to come, you’ll learn how to:

1. Put your business on auto-pilot:

One of the keys to successfully selling your service business is to systematize and automate your processes, so you can walk away from the business after the sale and it can still run smoothly and generate a profit without you. Not only will you attract more buyers and be able to sell your business for more money if you have the right systems in place, you’ll also benefit now by dramatically increasing your efficiency and results as the business owner. At the workshop, you’ll find out how to:

• Create a reliable stream of recurring revenue so you can stop charging by the hour or project and be able to see how your revenue is looking months into the future – a key factor in creating a sellable business
• Reduce your reliance on a few big clients so you can stop grovelling for work and worrying they might leave one day
• “Productize” your service so you can hire salespeople to do some of the selling for you
• Eliminate the need to respond to a Request For Proposal (RFP) and get clients to start giving you work without tendering
• Increase the number and quality of your referrals so you can grow more quickly and profitably through word of mouth
• Reward and retain key employees without making them a partner – that way you retain all of the equity

2.  Maximize the value of your business

Whether you want to sell your business now or in ten years, it’s nice to know you’re building a valuable asset as opposed to just walking on a tread mill. At the workshop, you’ll learn what drives up the value of your business and specific techniques to:

• Calculate the value of your company using the same methodology acquirers use so you’ll know if you’re getting low-balled
• Avoid the biggest mistake service firm owners make when getting their business ready to sell
• Structure your customer agreements to include the one sentence you need to sell your business for a premium

3. Negotiate with leverage

To get the best price (and deal terms) when you go to sell your business, you need to understand how to negotiate from a position of strength. Part of having a powerful negotiating position is being knowledgeable about the process, and it also means understanding the strategies you can use to:

• Shorten the length and importance of an “earn out” so you need not work for someone else
• Spot and interpret the second most important sentence on an offer to buy your company so you can clear more after tax cash from the sale of your business
• Get multiple competing offers for your business to drive up the price through competitive tension

The Agenda

About twenty of us will meet for dinner and get to know one another over a glass of wine and a good meal. The next day, I’ll lead the workshop. I’ll explain a concept and give you some exercises to help you apply each technique to your business. I’ll wander around and work directly with anyone who has a question or just wants a partner to brainstorm with. You’ll be given a booklet to write your answers in so you’ll have all of your key ideas and action items in one place at the end of the day.  With just a handful of people in the room, we’ll get plenty of one-on-one time together.

This is a one time thing

So why am I sharing these strategies now? And can you wait until the timing is better to attend one of my workshops? The short answer is no, this is a one time thing. The long answer is that, since my last business was acquired in 2008, I’ve been doing some writing and teaching. I like it all right but I’ve recently started to focus on a new software company I’m launching. A while ago I made a commitment to be in Chicago at the end of September. I live in France so I decided to make the trip a little more worthwhile and tack on a couple of days to teach this workshop. I have family up in Toronto so it made sense to tack on a day there too. I have no plans to repeat these sessions so if you’re keen you should come.

Turn $1,000 into $100,000

Another question you might have is, “will it be worth the $1,000 plus travel and a day out of the office?” Fair question. My response is that your business could be your most valuable asset if you set things up right so investing a little to make it more sellable could pay off many times over.

Let’s look at some numbers: according to my reader poll, most service business owners never get an offer to buy their company. Of the lucky ones I surveyed who did get an offer, the average bid was around three times earnings. I’m confident you can increase your multiple by following the techniques I’ll teach at the workshop. Four times earnings is very do-able. Five times is not out of the question. Six, seven —  even eight times earnings or more are all possible. But I’m getting ahead of myself. Let’s be conservative and say you have a business generating $100,000 in profit before tax. At three times earnings, it’s worth $300,000. If, by applying the techniques you learn at the workshop, you can make your business worth four times earnings, then all of a sudden it’s worth $400,000. You can do the math on your own financials. Either way, I’m pretty sure the workshop will be an investment that will pay for itself many times over. And if it doesn’t, flip me an email after the session and I’ll refund your ticket price, no questions asked.

The unmistakable, glorious feeling of control

It’s a special feeling going from grovelling for clients to owning a sellable company. My fellow Inc contributor, and 37signals co-founder Jason Fried went through a similar process. He started 37signals as a custom web development shop and made the switch to a “productize” his service business. He described the feeling of turning a service firm into a sellable company as follows,  “When you’re a consulting business, you have to say yes to big clients, who end up telling you what to do. You become beholden to the giant corporation who is paying you $60,000 for a project. I love the feeling of control I have now”.

Save $250 by registering today

If you register today using the Discount Code “reader”, you’ll save 25%. Just follow one of these links to register:

Chicago: September 29&30

Toronto: October 2&3