This morning, ToyCon attendees were fortunate to hear directly from a panel of deal-making giants and learn the inside story of what it takes to make a deal firsthand.
Moderator Bernie Tenenbaum (China Cat Capital LLC), and panelists Jay Foreman (Play Along), Arnie Rubin (Funrise), and consultant Pat Feely provided a candid exchange recounting their personal experiences both buying and selling companies.
Tenenbaum started with a humorous list of what NOT to do when trying to close a deal, including alienating senior management, not listening to the other person, insisting on “my way or the highway,” and not trusting your gut. The conversation then evolved into a discussion of the elements that need to be in place to give you the most favorable landscape to achieve your ultimate goal.
Essentially, you have to know what you want BEFORE you enter into any kind of discussion. The entire discussion will be emotionally draining to you and everyone else involved in the deal. It will take its toll on you one way or another, and you have to expect a change in relationships between you and the rest of your senior management team.
What’s the right time to sell? There’s no right answer because no one can really know. You have to feel in your gut that it’s the best possible time. Feely said he used to believe that you should wait until you have a major hit before you put your company on the market. People caught on eventually, however, so this tactic might no longer work.
Furthermore, what may be the right time for YOU to sell might not be the right time for your partners or senior management team.
If you’re going to sell your company with the intention of walking away, sell if for the best cash deal you can. If you want to sell your company with the intention of still being involved in a senior position, it’s a very different deal because you’re still concerned about your employees and you care about the future of the company. Foreman advised that if you’re taking paper, stock or back-end participation, you need to be more involved and active instead of just taking cash and walking away. If you’re going to take an earn-out, then you need to maintain some level of control.
As far as when it’s time to walk away from the deal, each panelist had valuable advice. Rubin said he would walk if he felt uncomfortable with anyone in the room, or if he found himself arguing over minutiae.
Feely said he would walk if he didn’t feel it’s a win-win situation or if he felt there was any aspect of the deal that was even remotely unethical.
Foreman said he would walk if the lawyers were pushing too hard or if there wasn’t enough respect from the other side.
In the end, all panelists agreed that either buying or selling a company is essentially a calculated risk – and that the best way to handle the transaction is to get yourself some expert advice from trusted and reputable professionals, and to actively involve your executive team.