Want to sell your agency in 2023? Ask yourself these questions first. Barry Dudley writes in The Drum

10th January 2023

Thinking (or dreaming) of selling a stake in your agency this year? Barry Dudley, a partner at corporate finance and advisory practice Green Square, suggests you ask these questions to find out if you’re ready.

When we begin to work with a new client that has reached the stage of looking to sell their business so they can achieve proper reward for all their hard work and/or find the right strategic partner to drive the business to the next level, we ask for two very simple things.

What are your financial and non-financial aspirations?

At a time of year when you have hopefully been with family and friends and perhaps made some New Year’s resolutions, why not see how your aspirations and resolutions might fuel each other?

While our clients are exec management with an equity interest in a business, this exercise could equally apply to an employee or freelancer trying to figure out their goals and how they will achieve them. Perhaps it will lead to a career move, striving for an exec position or some sort of equity participation, or possibly the beginning of their own business…

What we have learned is that if you don’t know where you’re going, then you’re sure as hell not going to get there. So, if the new year has got you thinking about planning your future, then grab a crayon from that dodgy Christmas cracker and, on the back of some wrapping paper, try these exercises.

Exercise 1: If you assume you have all the money you will ever need, set out what you would ideally like to be doing three to five years from now.

Perhaps it’s just more of what you do today. It could be a reduced working week, so you have some space for personal projects – that novel you’ve always wanted to write. Or you may want to be free from work entirely and on the beach as soon as possible. You need to be wide-reaching here – in our experience, personal aspirations vary widely from continual global travel through to setting up charitable foundations.

Exercise 2: If you know where you would like to get to in three to five years’ time, set out what you think you will need to achieve in each year to ensure it happens.

Year one may involve finding ways to delegate parts of your role that you don’t enjoy or know could be done more effectively by someone else. In year two, you could begin the ‘How to be the next Basquiat, Warhol or Westwood’ course with the Open University. And in year three, you may want to have developed and strengthened your second tier of management to take over your role and shift to a one-day-a-month strategic advisory position.

In thinking about your non-financial aspirations, and being honest about your own strengths, weaknesses and your business’s ability to deliver these goals, it may help to clarify whether you can achieve these things alone or whether you need a strategic partner to propel your business forward.

Financial freedom leads to non-financial aspirations

It’s more than likely that you don’t have all the money you will ever need! It’s also likely that to have the ability to achieve your non-financial aspirations you are going to need more financial freedom. It’s not uncommon for people to say they would like £2m so they feel like they have had some reward for all their hard work and to de-risk a little bit, right through to tens of millions, because that’s what their share of a £50m+ business would be worth.

More often than not, our clients just don’t have a magic number and struggle with the difference between what they want and what the business might be worth – they are often very different things and it’s important to establish your true financial requirements and expectations as a starting point. For the next exercise, it is time to be very selfish.

Exercise 3: List out all the things you wish you could afford but are out of reach at present. Put a value against each and total them to get to your magic number.

This may be paying off your mortgage; paying off someone else’s mortgage as well as your own; three sets of school and university fees; that second home in Cornwall, Portugal or Miami; a Lamborghini; or a 100ft super yacht.

But bear in mind that the total is what you need after tax, so:

Based on current capital gains tax (CGT) rates, divide the total number you’ve arrived at by 0.8 to arrive at a pre-tax amount that you will need to have received assuming the 20% CGT tax rate is applied – this is a broadly indicative number if the money you receive is through selling shares in your company.

However, if you’re not planning to realize value through a sale, then you need to divide by 0.6 if you assume the money is coming through salary, bonuses and/or dividends. This would give a rough ‘blended’ 40% tax rate as some folks will be looking at salary and bonus, some as dividends.

Clearly, the upper tax band of 45% may be more appropriate depending on individual circumstances, but this simply allows you to compare what you will need to get to your ‘net’ requirement under income tax as opposed to CGT.

So, if your after-tax number is £5m, for example, then you will need a capital gain of £6.25m (£5m divided by 0.8) or salary, bonuses and/or dividends totaling £8.33m (£5m divided by 0.6) as pre-tax numbers. This math is very simplistic and tax rates and allowances will change.

Understanding the nuances of selling

In the UK, we are fortunate to have business asset disposal relief (BADR), which was previously called entrepreneurs’ tax relief. This means that if certain criteria are met, you only pay 10% on the first £1m of capital gain from selling shares in your business. This is a lifetime allowance but there is much debate as to whether this will remain for the long term, along with whether the current CGT rates will increase.

It’s also important to note there will be legal and professional fees, as well as merger and acquisition advisory fees to be deducted (ideally including ours) if you are selling shares.

Hopefully, these exercises will be of great benefit to you in planning your next life phase and have outlined why it’s so important to consider the blend of non-financial as well as financial aspirations to establish goals that can motivate and drive you forwards. To quote Eleanor Roosevelt: “The future belongs to those who believe in the beauty of their dreams.”

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