Let's Make a Deal Plan

Before selling your firm, make sure your needs will be met.

Many Owners of closely held solid waste companies have spent a lifetime building their businesses and creating value. If a firm originated one or two generations ago, it often represents more than picking up trash — it has become an extension of a family's good name and reputation. For some owners, a sale represents financial security for the rest of their lives. At the same time, it can mean idle days, a vanishing legacy and an all-around, life-changing event.

The prospect of a sale generates stress and emotion and raises key questions. What are the best interests of the company and the employees? How should competing offers be evaluated? What is the business really worth? How can the sale be structured? What measures will ensure that the deal closes?

But even before the transaction is complete, the owner must confront his or her own personal needs: Am I getting enough to meet my financial objectives? Does the sale force me to change my estate planning strategies? What do I do with the proceeds?

A business owner's list of tentative goals for wealth can be long and complicated. Ultimately, however, owners can do only four things with the proceeds of a sale: pursue their desired personal lifestyle, make gifts and bequests to family and friends, contribute to charities, or hand it over to the government as taxes.

Financial advisors recommend weighing priorities. Does a new lifestyle mean vacationing longer and more often, or working in an altogether new business? Is it important to pass a large legacy to heirs? What can be accomplished with a charitable foundation?

For most people, the first concern is addressing lifetime spending needs. Business owners often assume the sale price will assure more than enough funds. Sometimes they're right — and sometimes they're not.

Beyond financial security, owners should plan for other needs — before the sale.

Keep in mind that the raw dollar figure of the sales price may not be the best way to determine the value of competing offers. Sure, there's safety in cash, but a seller needs to weigh a lump sum payout against the tax benefits and greater return potential of a stock transaction.

Pre-transaction planning includes thoughtful estate planning strategies. For example, a grantor-retained annuity trust allows fixed payments to the grantor-seller for the term of the trust and the possibility of passing the assets of the trust to the grantor's heirs free of any gift tax.

Besides a 100 percent sale, a business owner might consider selling a minority stake in the business, a leveraged recapitalization or a sale to an employee stock ownership plan. Among the important considerations under these alternatives is how much of the owner's stake to sell.

This column does not provide tax or legal advice. A business owner who is contemplating a sale of the company should seek experienced and qualified accounting, financial planning and legal services.