TRANSITION TALK

Whether you are buying or selling, it is important to understand what is being bought and sold and what expectations both the buyer and seller have of each other. Absent these details, it is difficult, if not impossible, to determine if an offer is fair. After all, “fair” is a relative term. The question of fairness would be easy to answer if all deals were done the same way, but the reality is they are not. Nonetheless, there are still common attributes to most deals that can shed light and aid in understanding the underlying terms. This in turn helps both buyer and seller assess the reasonability of an offer. 

It is without a doubt a “seller’s market” when it comes to financial advisory practices. With an average buyer-to-seller ratio of 85:1, sellers can be picky. Given the sheer volume of qualified buyers that send in inquiries for practices listed by FP Transitions on our open-market system, it is extremely important for potential buyers to put their best foot forward and show the seller why they are the “cream of the crop.”  

Remember, your inquiry is the first communication you will have with the seller, who likely knows nothing about you. While we don’t recommend drafting a novel, your inquiry should at a minimum tell the seller enough detail to pique the seller’s interest. Inquiries that merely state, “I have cash,” “Let’s talk,” “I need more information,” or “See our website for more information,” are usually immediately stricken by the selling party from consideration, regardless of how well qualified the inquirer may actually be. This is because experienced and successful buyers take the time to make a strong first impression.

One of the fastest ways for an advisor to grow their business is to acquire another advisor’s book of business. Most advisors see this “traditional acquisition” route as a quick and easy way to increase their revenue and managed assets, but if unprepared this growth path can be challenging and technically complex.  

There has also been a significant increase in competition for traditional acquisition opportunities in recent years resulting in the transactions not being as economically viable as in years past–especially for an advisor seeking to use the cash flow of the acquired book to pay for the acquisition.

Luckily, there are a few other strategies that offer the potential for meaningful growth and, over time, might even provide greater enterprise value.  Strategies like mergers, continuity partnerships, equity pathways for next-generation owners (G2 owners), strategic partnerships, and Sell and Stay® transactions offer alternatives for advisors who may not have the enterprise strength or firm depth for a traditional acquisition.  These alternative options take planning and patience, but can yield incredible growth and value in the long run. Many of these strategies also present powerful opportunities to create enterprise value when combined with an advisor’s organic growth.  

Setting up and agreeing to proper and reasonable payment terms is an essential part of the selling or acquisition process. The following questions are common for both buyer and seller when it comes to deal structuring, especially in regard to financing the transaction:

• What types of financing are available?
• What is seller financing?
• How are payments structured to promote post-closing co-operation and motivation for both parties?
• Are there contingencies to the payment of the full purchase price?
• Does client attrition affect the final purchase price?

SELLER FINANCING

Underlying virtually every acquisition is the assumption that the seller will offer some kind of financing to support the transaction. There are four primary types of seller financing, the last three of which include contingencies that may alter the final purchase price.

1. A basic promissory note
2. An adjustable or performance-based promissory note
3. An earn-out arrangement
4. A revenue sharing or fee-splitting agreement

Seller financing is less a matter of the sufficiency of a buyer’s cash reserves and more the basic payment structure technique that recognizes the importance of keeping the seller motivated to help with post-closing client retention. Post-closing seller motivation and support is critical in a transaction that involves a relationship-based business.

Last week our president and founder, David Grau Sr., JD, joined BMO Global Asset Management’s Better Conversations. Better Outcomes. Podcast to discuss buying or selling financial advisory practices. The 30-minute podcast explores:

• How to prepare to buy or sell,
• The current acquisition marketplace,
• How to be a qualified buyer,
• How to assemble a team to help you through the process,
• And what success looks like from both buyer and seller perspectives. 

Click here to listen to the podcast.

Podcast is also available through iTunes and Google Play.

The following sections are excerpted from the book Buying, Selling, and Valuing Financial Practices by FP Transitions president and founder David Grau Sr., JD.

Let's highlight the importance of having a strong transition team in your corner as either a buyer or a seller. In fact, it's important to have a comprehensive team when jumping into most business evolutions, including (but not limited to) entity creation, compensation restructuring, and internal succession planning.

Assembling and Managing Your Team

Advisors who want to buy or sell a business will need some help to do the job right. A typical team for this purpose will include:

- A qualified valuation analyst

- A tax professional

- A lawyer

- Someone familiar with your regulatory structure and your IBD/custodian’s rules & procedures

- A qualified and impartial intermediary

To be clear, this list applies to both buyers and sellers. Both parties typically need their own team, with some slight overlap.