Noah Rosenfarb | June 2, 2013
Takeaway: Learn exit planning strategies from the original exit planning coach, Peter Christman.
In this interview you will learn about:
- 3 things any owner can start doing right now to prepare for an exit;
- 3 pre-sale tax and estate planning opportunities;
- The most common mistakes owners make when discussing an exit strategy with their executives (don’t miss this section!); and
- The best way to discuss your exit strategy with internal and external stakeholders.
About the Guest
Peter Christman is the original exit planning coach and co-founder of the Exit Planning Institute and CEO and founder of the Christman Group. Peter Christman is an experienced entrepreneur, corporate executive, coach and former investment banker.
He is the co-author of the book, “The Ten Trillion Opportunity.” During his 30-year career, Peter has successfully sold more than 200 companies in a wide variety of industries.
Noah Rosenfarb: I’m excited to have with us, Peter Christman, the original exit planning coach. Peter’s the co-founder of the Exit Planning Institute and the co-author of The Ten Trillion Dollar Opportunity. He’s one of the country’s best experts in exit planning. Thanks so much for joining us today.
Peter Christman: It’s my pleasure.
Noah Rosenfarb: So, let’s jump right into it, Pete. Tell me, based on your experience, what three things can any owner start doing right now to prepare for an exit?
Peter Christman: Well, I don’t know if it’s – No, I don’t know if you can limit to three things, but let me tell you what we’ve taught when we talk to people. We say first of all, you got to sit down and have a conversation with yourself on just where you want to go from this point on in your life. Okay? And the next step is to find somebody, a coach, who is experienced in exit planning, who’s experienced in working with business owners in taking them through the process of exit planning. And when that person comes along, the next step for a business owner in working with that coach would be to develop their team, what I call, their base team. The base team would consist of their lawyer, the business owner’s lawyer, the CPA and financial planner. And then other experts will come in and out of that base team as they’re needed and as they’re time in the process is necessary and needed. Okay?
And then last step before you go into an exit planning process, which is a step-by-step process, is a sit down with the exit planning coach and really talk about, discuss, and put into writing, black and white, the owner’s goals and objectives of what they want to achieve, specifically from their life, from their business and personally from a financial point of view.
Noah Rosenfarb: That’s great. And anything else that you can think of besides – I know you added an extra one to the three things but maybe there’s another hot spot that you…
Peter Christman: I would like to backtrack and just say that in the exit planning process, there are three main goals or targets. And I liken when I describe the exit planning process, if people can visualize a three-legged stool with a round seat…
And if you can visualize that this seat, the round seat on top is a completed successful exit plan, then the three legs of the stool, the first leg consists of a personal plan on how that business owner’s going to spend the back nine of their life. It’s a personal plan. The second leg of the stool is a personal plan on their organization from a tax, estate and financial point of view. And then the third leg of the stool is a plan to maximize the value of the business. And if any of those three legs are not fully developed, the stool will not be functional. And if that stool’s not function, if none of those legs are developed very much, it will be non-existent; it won’t have any function whatsoever.
So that’s kind of the analogy I try to give people in thinking about exit planning.
Noah Rosenfarb: So, one of the things you mentioned there is on the personal planning for tax and estate issues. What would you say are the three presale opportunities that you advise clients to pursue most often?
Peter Christman: Well, you like using that word, “three,” and sometimes it’s hard to limit to just three. But when we’re working with a business owner, what we do is we make sure that they have competent, sophisticated tax and estate planning advisors. This is where the team comes together and works together. And taking that owner’s goals and objectives, break down the techniques that can be used in tax and estate planning from a gifting point of view, from setting up trusts so that the three people that we, that are active in this role besides the other planner, is the tax expert, the estate planning expert, and a lot of times, the insurance expert because a lot can be done with insurance. But the main thing is to get all of this stuff done before an exit is implemented instead of after.
Noah Rosenfarb: So when you’re talking about exit strategies with owners and it’s time to talk about how to bring in their executive team and inform them about the process, what are the common mistakes people make?
Peter Christman: Well, the common mistakes they make with their management team is that they don’t talk about it. You know, it’s almost like a lot of families when they grew up together, they don’t talk about – they didn’t talk about money, they didn’t talk about feelings. And you know, a lot of times a business owner will treat his management team the same way.
Now, the management team, they’re not dummies. They know it’s a privately held company. They know that the risk for them is what happens if something happens to that owner. That owner is human and there’s no guarantee they’re going to be around tomorrow, next month, the next year, what have you. So I have found that when owners sit down and talk common sense with their management team and tell the management team, first of all, qualify the management team as to whether they want to be part of that exit and how they want to be part of it. And have a frank conversation with the team as a whole. That’s been the most productive course of action that I’ve seen.
Noah Rosenfarb: And how about in terms of timing if the owner hasn’t discussed it or maybe they didn’t have an exit plan, but they were approached by a competitor. Any advice that you could give to them about bringing this to their CFO, their COO, their company president; how should they go about broaching the subject?
Peter Christman: Well, you know, being approached by a competitor is not the way to go. You should start planning way before that happens. And if you’re approached by a competitor, you just got to put that competitor on hold until you get your ducks in a row. You know, I came from the investment banking field and we have an old saying that one buyer is no buyer if sale is their form of exit, you know, for their liquidity event. There’s a lot of work that has to be done before further conversation can be had with that competitor.
So, you know, you just put that competitor on hold, you might have to put them on hold for six months to a year because the planning has to take place beforehand, otherwise the sale won’t be completed, it won’t be completed properly. And let me throw out some statistics for you that are backed up by Price Waterhouse and Mass Mutual, they’ll back up what I’m saying, Noah.
Seventy-five percent of business owners who sell their businesses are unhappy after they sell. And the reason for that is inadequate planning. They did not plan properly for that exit.
Another statistic is that 80 percent of the business owners out there that put their company up for sale never sell. And the two biggest reasons is poor planning, and the second biggest reason is expectation level.
So, these are mistakes you just don’t – having the liquidity event, making your exit from your company is not something that you rush into. And in a lot of cases it may take three to five years of planning to finally pull the trigger.
Noah Rosenfarb: So maybe if we have an owner, he’s gone through the exit planning process, maybe you can give me an example of the story of how they approached their executive team, how was the conversation structured and how were they able to bring them into the fold by, you know, talking common sense into them, as you put it.
Peter Christman: What Ted of Trucking Company, business owner, sat down with a preliminary basis with the management team and part of the management team was his family. Friends were involved. And he expressed his desire that he wanted to get out of the business within a certain timetable; I think it was about five years. And he asked them if they had any desire to purchase the company and laid out his ideas and so forth. And then gave them time to digest what he was talking about and so forth. And then they came back to him and said, no, they don’t have the desire to buy the business, but they would have the desire to continue on and work with the new owners. We’d be more than happy to do that.
And so they were always kept apprised of what was happening during the process. And when buyers would be brought in for buyer visits and so forth, the management team knew what was going on. It was nothing – everything was transparent and there was nothing hidden from the management team. And they felt very comfortable with that. In fact, the CFO, who is probably in any transaction, the CFO is probably the most vulnerable member of the management team. Okay, especially if it is somebody in the industry. And the CFO was given a bonus because it was brought right up front with him and he was smart enough to realize that he may not be around with the new buyer. And that was the case and he was given a very handsome sum, bonus, from the seller or from the owner.
Noah Rosenfarb: Yeah, that’s a great story. And how about if we turn to the internal and external stakeholders in a company? So, going beyond management team and talking about an aggregate process, either with key customers with your inventory base. What would you say are some of the best practices there?
Peter Christman: Well, I don’t think – first of all, you handle the stakeholders the say way you would handle talking about exit strategy with executives and family, okay. Again, you’ve got to lay out on the table the reasons why you want to sell and you got to make sure all of the stakeholders are in sync as to potential outcomes and you’ve got to get collaboration and agreement that they’re acting as one in this process. And you’ve got to get that out on the table beforehand because, Noah, everything I’m talking about, and why I’m emphasizing from my 30-some years and experience in investing banking, why it’s so important to get this stuff out on the table before a transaction and while you’re in the planning stage because one you start that process, decisions are very hard to make when you’re under the pressure of a letter of intent or you’re going through due diligence or you’re going through documentation. That’s why you can make better decisions when you’re not there yet…
Noah Rosenfarb: … So maybe you could speak to the numbers and the statistics and why do you think, you know, you’re the original exit planning coach and there’s people behind you that have kind of – beating the same drum. Why isn’t it more widely accepted and more widely practiced?
Peter Christman: That’s a good question. I think the reason for it is that the business owner’s advisors have not been trained in exit planning. You know, it’s really kind of a new discipline. It’s only been around for the last 12 to 13 years and it’s still being developed. As you know, we train certified business owners in exit planning, but I think the biggest problem is the education of business advisors in having them help business owners through the exit planning process. And part of that is educating a business owner on what should be done and so forth.
And so a lot of business advisors are very insecure in handling this. In light, you know, you’re a CPA and an accountant, and I’m afraid to say that your profession, you know, a lot of times, they don’t like to lose clients. So they’re not very proactive in helping a business owner in their exit plan, and they should be because the business owner’s going to do it one way or the other.
So I think the biggest reason is the education and experience of business advisors, to answer your question.
As you know, the baby-boomers are the age wave and the baby-boomers coming out that one out of two companies in the next 10 to 15 years are going to change ownership. So there’s going to be a lot of activity in the marketplace because of these owners wanting to cash in their chips, you know, retire, you know, exit their business. But 75 percent of the business owners out there don’t have an exit plan, according to Mass Mutual stats. Seventy-five don’t have an exit plan. And I think that number’s higher than that.
And there is even a bigger number that don’t have an exit plan in writing. I mean, that’s just terrible because of what I said earlier, business owners are human and there’s no guarantee they’re going to be around tomorrow and so forth, but it’s also terrible that if something did happen to them, where is their exit plan. Where’s the blueprint of what they the goal of the company or what their thoughts were for the future of the company? What about their future and so forth? How do they want things done, and so forth? It’s not in their Will. It’s in their exit plan. Exit plans should be part of every company’s exits, I mean, a business plan as well as a strategic plan of a privately owned company.
Noah Rosenfarb: So, maybe from your experience, you could share some of the way people prepare financially. And you can answer them separately, from being an earner or someone that’s accumulating wealth to spending their money or what we call wealth utilization.
Peter Christman: Yeah, I think that the exit planner is a great facilitator in helping the business owner discuss this process from a psychological point of view and emotional point of view. And also, there are good estate planners that educate. All this thing that we’re talking about is educating business owners so they are prepared emotionally, and prepared to understand the value of money and what it means to – what that liquidity event means to them personally and then to their family and their family’s family. Because, you know, we’re talking about some significant situations. You know, proper planning and education will help them through this whole thing. And it’s not like – how many times do you hear stories about people who win the Lotto in their states and so forth, and they’re broke after two or three years after winning millions of dollars. They didn’t plan for this. Their advisors did not help them understand what their new – how life would be the day after the liquidity event and what to look out for, what to be prepared for, etcetera.
Noah Rosenfarb: So what advice do you have for someone who’s contemplating exiting their business and they’re trying to weigh that financial security piece of it? You know, how much money do I need? What’s the best way for them to come up with an answer?
Peter Christman: The best way, and part of the whole process, is to have their financial advisor – well one, to have a competent financial advisor, but then have their financial advisor, again, while you’re in that planning stage, come up with a financial plan for that owner. And that’s part of the estate and tax planning we talked about earlier. That’s where you get everything out on the table of what you want to achieve. It could include, you know, trusts, how they want things passed down to – do they want – how they want the trusts set up, how they want their kids to get the money, how they want the grandchildren to get the money, get all of that out on the table because you can do so many things before the liquidity event that you can’t do after the liquidity event.
Noah Rosenfarb: Yeah. And switching topics a little and talking about maintaining family harmony. I know that’s a concern for a lot of owners, especially when they have family members in their business. What would you say are the most common things or most important things that families can do to maintain that sense of harmony amongst their children and grandchildren and parents?
Peter Christman: Well, the first thing is quit treating the kids in the business as kids. Forget about the fact that they’re now – you’ve got to realize the they’re now in their 30’s, 40’s, or what have you, and they’re not in their teens or pre-teen and growing up. It’s very hard sometimes to separate that for business owners. So what I’m saying, first thing I’d do is treat them like a mature person. And a lot of these families, when they were growing up together, they, as I said earlier, they didn’t talk about money, they didn’t talk about emotions, they didn’t cry together, they didn’t laugh together, you know, and so forth and so on. And you’ve just got to start treating the kids and your management team in a mature manner and forget about trying to control everything because it’s not going to work – it’s not going to work. And find out what their feelings are about things. And collectively then, one and one will equal three. And you’ll come up with the right plan.
Noah Rosenfarb: Do you have a story to share of a successful CEO that was able to, post-transaction to maybe do something surprising with his or her family that you’re feeling would be important to share?
Peter Christman: Yeah, well the most – the best one I’ve seen is the one I told you about earlier, about that trucking company because he was just so mature and handled his kids so maturely. And you know what? That particular event happened some time ago. And they’re still employed with the new buyer and the seller was employed for a long time with the buyer. And because it was handled in a mature manner with a professional team educating and helping the owner, everything’s turned out well on both sides. That’s the best example I can give you
I can give you some examples that it didn’t turn out so well. But, that’s the best one I have right now.
Noah Rosenfarb: Maybe you tell me about one where it didn’t turn out so well and perhaps if they had either met someone like you sooner or made some tough decisions earlier on, they could have a different outcome.
Peter Christman: Okay, one family that I know of, the owner was 61-years-old, he had three businesses that had $150 million in sales cumulative, but was with the three companies. He was on his second family, second set of kids, everything else like that. He died at the age of 61, with no exit plan, no estate plan. So you know who is making all the money now? Uncle Sam, and of course the attorneys and the accountants.
Now, that’s a shame. And it has just wrecked the two families involved.
I know of another situation where the patriarch of the family had four of his children working for him at one time. And because he was a control freak and he handled it poorly, none of the – he’s well up in his years, doesn’t have an exit plan. Doesn’t have a – he does have an estate plan, but all four children, and they’re very competent people, are long gone from the company. And it’s a very dysfunctional family. And all of that happened because they didn’t use a planner and they didn’t approach it in a very mature way.
Noah Rosenfarb: Yeah, well that’s good advice to treat kids as adults when it’s appropriate you know…
Peter Christman: Well, yeah, they’ve grown out of being – it’s hard to do, believe me. I’ve got two sons myself that I raised from the fourth and sixth grade on and I still call them, “the boys”, and so forth. But I know it’s hard for parents to do, but you’ve got to do it. It’s the real world.
Noah Rosenfarb: So now you got, you know, children, grandchildren and grandpa and grandmother ready to sell their substantial company. And you know the kids have all known it exists and at some point mom or dad was going to want to get out of the business. When do you advise those owners to talk about it with their family? I mean, before event, after event?
Peter Christman: Oh, oh no. It’s got to be always before the event. Always before the event, whether you’re talking about family or a management team or what have you. Because I’ll go back to what I said earlier, you know, people are not dumb. They know that the company is a privately held company; it’s not a public company. There’s no succession unless there’s a succession plan in place if it’s going to be intergenerational or unless there’s an exit plan in place if something happens to that business owner. So, all of this stuff has to take place before a liquidity event and has to be done in a planning stage because that’s when the best decisions are made.
Noah Rosenfarb: And so do you recommend that owners bring their children into the same meeting with their employees or different meetings…
Peter Christman: No, these are separate meetings, employees and family are separate meetings because there’s separate issues involved.
Noah Rosenfarb: Maybe you can describe a little bit for owners who may be thinking about it. How am I going to tell my kids? Give them some tools or tricks or advice for what they should be thinking and who they should be talking to.
Peter Christman: Yeah, I think that one, they could have the little family retreat. Pick a spot and get the whole family – and I quite honestly, would include – I’ve seen the best results when you’ve got to include the sons and the daughter-in-laws and the son-in-laws, you got to include the whole family because the in-laws are just as strong and just as much of an influence as the direct relatives. And so I’ve seen it done with a retreat, I’ve seen it done with a dinner meeting at a restaurant in a private room. And also, I’ve seen it done where the owner conducts the meeting himself and I’ve also seen it when they’ve used a facilitator, exit planner. I’ve seen it with a family planner when they’ve used a facilitator to help them conduct the meeting because, they’re only going to go through this process once. And they’re experienced at running their own business, but they’re not experienced at some of these issues.
Noah Rosenfarb: And so you recommend having a facilitator there?
Peter Christman: I really think, in most cases, in most cases, I think having a facilitator there really helps the business owner in talking to the management team and also in talking to the family, correct.
Noah Rosenfarb: Yeah, I agree with that sentiment. So, a lot of the families that I speak with, they have some concerns that this influx of liquidity can become a negative thing for their family. So what advice do you have for families that might share this concern? That the influx of liquidity, that the new found money that’s now freely available could have a negative impact on the family itself and the family structure.
Peter Christman: Well, one, educate the family as to what’s the process going to be and why the process is in place. Second, use professionals, use your team of estate planners and tax planners to develop tools that will benefit and maximize the value that the owner’s going to get, the value that the kids are going to get and the value that the grandchildren are going to get. If the family wants to donate some money to a charity that should be explained to the family as to why they’re donating some of it to charity and not – why they’re not giving it all to the family. And just why we’re doing what we’re doing.
Now not everyone will agree all the time, but at least if you set down with them and, again, educate them and maturely approach this thing, you’ve done everything you can do.
Noah Rosenfarb: And, you know, I think the statistics have kind of borne out that most people don’t educate their family on what’s going to happen. They maybe use a team of experts, but it’s behind closed doors. And they certainly don’t set expectations for their children or grandchildren. So, what’s your take on some of that and why that exists and how we overcome the hurdle?
Peter Christman: Right and my take on it is that’s the way they’ve always operated with their family, so why change. They haven’t been transparent in the past, how can they be transparent in the future or in the present. That’s why you need experts; you need facilitators to help them to explain what should be going on in the best way to facilitate it. So, again, you’re going to hear me say this over and over. One is the education. Two, be transparent and you never get caught in any lies if you do those two things. And, of course, the third thing is make sure you’re using experts in their particular field.
Noah Rosenfarb: So maybe you could do some more storytelling for us because I think it’s a great way to share experience. And talk about maybe some families that you’ve worked with and some of the challenges that they faced and maybe give some examples of the people who’ve made the tough decisions and acted on them and had the success, like you’ve talked about that heavy equipment company. Or maybe some other families that, you gave them the advice and they didn’t quite take it and there were consequences later, but hindsight’s 20/20. And maybe you could advise another owner to take the advice so they don’t reach the same destiny.
Peter Christman: Well, I’ve had – in my experience, I’ve had families that we’ve sat down and we’ve gone through the process and we went through the steps of the exit and so forth, and we went through valuations and so forth. And when we went through the process of exiting and in most cases it was selling, they got too greedy. And their expectation levels were greater than the valuation levels and they didn’t believe that at first until the marketplace told them that. And they still didn’t believe it. And they turned down offers that were significantly higher than what the valuations were giving us and so forth. And they neglected the input of the kids and so forth. And I know in about three or four instances where the companies went out of business and families went bankrupt.
I know of one situation where the owner became so depressed that he took his own life. And that’s what can happen with not listening to people and being too greedy. And as the old saying goes: greed can be a terrible thing. And what I’ve found works the best is being mature and really letting go of that control of family. And also letting go of that control of the management team and listen to them and bring them into the fold. It just, I mean, the stories, those stories that I just told you about of companies that went belly up, it’s a shame. It’s a shame of what happens. They don’t enjoy the money, they don’t’ enjoy the fruits of their labor and, you know, Noah, there is a stat that I think about seven – and I might not be – but I’m in the ballpark of the stat. But about 70 percent of business owners out there and I think that’s low, have anywhere from 70 to 80 percent of their net worth into their company. And you know as an advisor, that’s not a good investment plan to have that much concentration in one place.
So that’s another reason why it’s important to plan for your exit.
Noah Rosenfarb: And how about some success stories. Maybe you can share some other ones besides the one that one did and people that made the difficult decision or had the courage or wisdom to act in advance and, you know, maybe you could share some of those as well.
Peter Christman: Sure. I’ve had, really there’s so many to choose from. But I’ve had owners of plastics manufacturing companies and owners of distributions companies that went through processes of transparency and sat down with their family, you know, I could go on – but they did follow the steps that I’m talking about in dealing with the management team in dealing with the family. And things had successful conclusions. Boy, there’s so many to choose from, it’s hard to pick on specific one and run with it, you know.
Noah Rosenfarb: Well one of the things that I think is common amongst most successful families is the planning, right. And that’s why you and I are both doing what we’re doing. But part of that is taking the time. So maybe you could talk a little bit about your experience with time. How much time should owners plan to invest in the exit process over the, you know, in the number of years and also in the hours per week, hours per month, hours per year…
Peter Christman: Well, I think that as guideline, I think that it doesn’t take much time if they commit to it. I always try to tell business owners that, especially if they’re a golfer you know, I go through analogy – let’s see, how long does it take you to get to the course? What’s your travel time back and forth and how much time you spend on the 19th hole and so forth? So you come up with a number, it might be six hours, seven hours or something like that.
So I always try and say, okay, what if you just took one round of golf a month and gave that to planning your future, your family’s future and the rest of your life? Just one round of golf a month. After a year or after a year-and-a-half, or something like that, you’re going to be – you will have an exit plan that you’ll be proud of and that will accomplish your goals and objectives. Now, again, it depends on the size of the company, it depends on the families and so forth. But that’s what I try to get a commitment for, a round of golf a month.
The second thing is that I think realistically, business owners should look at, at least three to five years before their exit to get all of this planning in. And you know, the younger business people out there today, they’re not the problem. Younger business people that we see in their 30’s and early 40’s and so forth, they don’t buy or start a business with the idea of hanging onto it forever. They go into it with an exit in mind. And because they have – there are two different paradigms out there. As I said, they’re not falling in love – the companies are not becoming their mistresses and so forth and so on. So they really have their act together and a lot of them know who they’re going to exit to after they start the company. And so, that’s my timeframes that I give people.
Noah Rosenfarb: Yeah, one of the things that I read, one of the statistics is it takes about 1,500 hours in the year of the sale for the CEO to complete the transaction. And that was done by Vistage in 2003. And I thought, wow, you know. I think if, like you said, if you invest 60 or 70 hours a year for three or four years, you could probably cut that number down.
Peter Christman: Oh yeah. Now, I’ll tell you one thing. I would really challenge those numbers. Because I’ll tell you what, I know from investment banking, it takes the investment banker on the average maybe 1,500 hours and the business owner’s not involved in maybe 30, 40 percent of the time, so I would really challenge those numbers. But, like, you’re right. It is time-consuming, whatever that number is. And planning ahead of time will cut the time on that tremendously.
Noah Rosenfarb: So what else do you have to add to our listeners? What else should they be thinking about when trying to come up with their exit strategy?
Peter Christman: The only thing I can say is do it. Don’t procrastinate. Do it. Get that competent advisor and don’t procrastinate on it because a lot of people have an attitude, it’s not when I die, it’s if I die. And you know, we’re all – we’re not going to be around. It’s what I mentioned earlier, your blueprint on how you see the future for yourself, for you company and your personal life is in an exit plan. And if something happens to you, that blueprint is down there for your successors to work with. It’s not in your Will; it’s not in anyplace else. So because you’re human, a business owner – because a business owner’s human, they should start the exit planning process now. Even if you want to – don’t get out for 10 years, you don’t have to – or 15 years, but they should have a plan in place because of the risk of being human.