Exit strategies for small-business owners

The sale of a business is only one small transaction at the center of a larger plan

Lisa Shelton

For successful entrepreneurs, the road into business is often more clearly laid out than the route from it. However, a well-drawn roadmap for the endgame can be the difference between achieving success and missing the target on important life goals. As a result, preparing an effective exit plan is a must.

Laying the groundwork

Since a viable entrepreneurial exit strategy must take account of both where you are today and where you would like to be in the future, exit planning should start with a comprehensive appraisal of your business and personal finances. Many financial planners have found it valuable to start with a net-worth assessment of their clients. This not only helps to identify all available resources, but it also helps to match those resources against specific goals.

Perhaps less objective but no less key to a successful exit strategy is values clarification. For example, if some or all of your children are involved in the business, do you want them to continue in their current roles or expect that all will move on when the business is sold? You might have a clear choice for a successor, but you should consider how that choice will impact other family relationships. Keep in mind that many exit plans have floundered because of internecine conflicts.

A related area of concern that will form a backdrop for your exit strategy is your vision for life after the event. Are you planning to retire? Do you wish to remain involved as a consultant or part-time executive? Or will you start a new venture in another field? How each of these questions is addressed will direct the practical thrust of the nascent exit strategy.

Finally, a successful exit process should be based on a sound understanding of existing business relationships and provisions. You should identify the key professional and executive talent in your firm, and then formulate appropriate reward and retention strategies for them.

Potential deal forms to consider

The various choices of deal structure each offer unique cost/benefit tradeoffs. Here is an overview of your options:

Buy-sell agreement: This arrangement is designed to permit the dissolution of a partnership by setting the parameters for some partners to buy out others. It enables one or more partners to maintain involvement in a business when others might wish to sever their ties to it. A buy-sell agreement requires careful design to ensure that its execution does not work at cross-purposes with other estate and succession planning tools.

Cash sale to a third party: A pure cash transaction may create the greatest immediate liquidity for the seller, but other financing structures may have the potential to generate greater net yield over time. A cash sale may also be the simplest means to execute a complete and immediate separation from the business.

Buyout or recapitalization: In leveraged transactions, partners, managers or the business as a corporate entity borrows the funds to purchase the stock of the exiting entrepreneur. These deals may be especially useful for dissolving a partnership while otherwise maintaining the business as a going concern. They are also often used for transferring business responsibility to children or other heirs while creating financial independence from them. Recapitalizations can also be used to finance an annuity for a business owner who might wish to combine financial independence with limited business involvement.

Employee Stock Ownership Plan (ESOP): An ESOP is a form of leveraged buyout designed specifically to give control of the business to a broad base of its current employees. ESOPs may have higher transaction costs than ordinary cash sales, but in many cases these costs are not out of line with the costs of other more complex deals. There are also specific tax benefits for ESOP transactions that may improve their net value significantly.

Managing the proceeds

A key part of any exit strategy is the financial plan for managing the proceeds of the deal in a manner consistent with your post-sale goals. Such plans typically include a blueprint for investing sale proceeds in a diversified portfolio. They also typically include an estate plan crafted to take advantage of the trust structures and tax code features that allow you to preserve wealth and protect the future interests of heirs. Among your favored devices may be family limited partnerships and grantor retained annuity trusts, which can reduce the estate value of shares passed on to heirs. In addition, many entrepreneurs are interested in charitable remainder trusts. These may be used to fund philanthropic programs that realize specific charitable goals while maximizing tax benefits and minimizing costs.

Lisa Shelton is a financial advisor for The Lowery Shelton Group at Morgan Stanley. She can be reached at 360-992-7994. The opinions expressed in this column are solely of the author’s and do not necessarily reflect those of Morgan Stanley. This disclaimer is continued on www.vbjusa.com.

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