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Cashing out, but staying in
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| Guest post by: Guy Rigby |
Article Overview: We see a lot of business owners wanting to take cash out of their business, but without selling up or losing control. At the moment there are many owners who had planned on selling their businesses by now, but as a consequence of the recent difficult times, it just hasn't happened - the clocks have been forcefully turned back. So, instead of selling, they may want some liquidity to provide security for themselves and their family. Another scenario where cash may need to be taken out is when, for example, there are two shareholders and one of them is retiring. Unless personal funds are available, the shareholder who is staying in may not want to be left with burdensome debts when his partner is safely out, so may also like some cash.
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Cashing out, but staying in
One option worth considering is to sell part of the business to private equity and then sell the rest in a few years' time. Conceptually, you are de-risking your investment by taking some cash out. Private equity houses have differing views on this - some will do it, some won't and some will do it a little bit. This depends on how much is taken out of the business and how much stays in, as private equity investors believe business owners are much more motivated when they have a significant financial interest in the business.
One possibility for getting cash out and passing the business on to the next generation is a vendor-initiated management buyout (VIMBO). Let's say a father sells his business to his daughter for £2m in cash (funded by a bank, based on security available within the business) and £4m in vendor loan notes. Loan notes are a popular way of keeping the business in the family if one member wants to retire. Essentially, they are an 'IOU' issued by the acquirer, which is to be paid off over an agreed period as the company makes profits. This can be tax efficient for the seller, much cheaper than private equity and can generate reasonable yields. There is low transactional risk and banks quite like loan notes as the seller retains a stake, is often involved on an ongoing basis (perhaps as a non-executive director) and is incentivised to help grow the business. Once the loan note has been repaid, the daughter will fully own the company.
Loan notes are attractive for family-owned businesses because the deal is private and can offer minimal disruption to the underlying business. As it is not private equity, management won't be expected to sell in three or four years' time and the business can stay in the family.
On the downside, buyers may have to agree to do certain things in exchange for the loan notes, for example, pay interest, limit shareholder salaries or not take dividends.
Article Tags: business owners, cash, liquidity, sale, shareholder
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About the Author: Guy Rigby RSS for Guy's articles - Visit Guy's website Guy is an experienced chartered accountant and an entrepreneur. A natural and driven enthusiast, he built and sold his own accountancy firm, as well as pursuing other commercial interests. He has been a director and part owner of a number of different companies, including businesses in the IT, property, defence, manufacturing and retail sectors. In an unusually varied career, he has been the senior partner of two accountancy firms, a finance director, a sales and marketing director and an adviser and mentor to many entrepreneurial businesses and their owners. He was also a joint founder of the Non-Executive Directors Association (NEDA). Guy joined Smith & Williamson in 2008 and leads the entrepreneurial services group. His day to day activities include advising entrepreneurs and their businesses and coordinating Smith & Williamson's activities in this increasingly important market. The articles available here are written by Guy and members of the Entrepreneurs team at Smith & Williamson. Click here to visit Guy's website Give your business a helping hand with a nonexecutive director How to get bank funding in five essential steps Ten key hooks for investors in early stage businesses Rebuilding your reward strategy Is your business ready for the next move |
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