Interpersonal Business

Vol. LII

Dear Manager,

In last month’s issue I began sharing some of my experiences relating to the sale of my agency. This month, I will share some final thoughts regarding the decision, the process, and the outcome. I hope that this window on my experience will assist you in some form in the future. These letters would have come in handy for me a year ago!

There were four very clear and obvious factors that played into my decision to proceed with the sale once the financial aspects were finalized: technology, resources, efficiency, and our collective future. As referenced in a recent issue, technology and our ability to adapt are the driving forces for all industries.

As it relates to the future, technology is a direct reflection of the capacity issues on which we all bump our heads. There is no opportunity to expand the hours devoted to our profession and still retain any semblance of quality of life. We can all assume additional responsibilities, we cannot create the additional hours to meet the task. It became increasingly clear that to remain competitive in the marketplace and retain the standards of performance established by our organization, this was our future.

It requires tremendous resources to provide the technology necessary to address these capacity issues. Other industries have approached this reality and its challenges in different forms. There is only one sacred cow, and that is service, period. To insure its continued development, we must respond to the challenges or accept the risk of mediocrity in the marketplace. Those who take their eye off of service, regardless of form, are destined to a similar fate.

THE CLOSE

My memory suggests that there were at least ten confirmed closing dates for the sale. We were all confident that, each time, these dates would be met.

The final stages of any transaction demand patience and give-and-take from both parties. With so many individuals involved, the potential for misunderstandings is immense. I was fortunate to have the assistance of talented legal and accounting professionals at my side. There were easily 200 pages of closing documents, in various stages of revision, each requiring review, analysis, and response. While I enjoyed the hunt, I often found myself too close to retain objectivity.

Weeks in advance, I scheduled a meeting for early December to announce the sale to our associates. Two days prior to the meeting, it became clear that the announcement was premature. The evening before the meeting, I created a completely new agenda. I could only hope it would be received favorably, and that the time would be well spent. The sale closed in mid-January.

THE ANNOUNCEMENT

In the weeks prior to closing, our staff met diligently to anticipate and discuss any concerns that might arise from the pending announcement. Would our associates feel threatened? Would they question my decision? Would there be disappointment? Would they quit!? I prepared detailed letters of announcement to be faxed on a Wednesday afternoon. This would allow for evening discussions among our associates, and two full days for fielding calls in the office. We cleared our schedules in preparation for a hectic following day. Another deep breath.

Thursday morning came, and Thursday afternoon followed right on schedule. We received three calls, all with the purpose of sharing congratulations. This was the single greatest surprise of the entire
transaction! I was dumbfounded by the lack of response. Once again, I realized I was too close to the transaction to fully understand what the reaction would be.

A CHANCE TO BEGIN AGAIN

A second meeting was called to introduce our associates to the new owner, OneCoast Network. Their candid and direct approach was refreshing to all who attended. The associates appreciated that all questions were answered with as much detail as possible. Having purchased fifteen other agencies, we benefited from having the structure fully in place for our meeting. As experienced buyers, they understand that there is not a lot to fix with their agency partners. This single factor has allowed us to gain confidence in the process, and continue to look forward to additional opportunities.

In the weeks preceding, and even more so after the sale, I came to the conclusion that it was time to surrender to my wanderlust for new challenges. This could only be implemented in an environment of confidence in both my future and that of the organization. With the support of OneCoast, it was planned that I would retain my position until such time as a very qualified candidate could be found and incorporated into our organization.

We found the perfect individual and personality within our industry to assume this role. Currently managing a second successful OneCoast agency in the Northwest, Scott Wales was up for the challenge. With the resources of OneCoast, Scott has been able to relinquish most of his duties to his current management team to bring focus to our organization. Weeks of meetings, conversations, analysis, and planning for the future have had a very positive conclusion. We agreed that much of the past culture should be retained. Two of our key staff members have been promoted to assist in Scott’s efforts.

While I have stepped down as Agency President, I will continue to lead the transition team we have established for the next few months.

As expected, the energy that Scott brings to a new endeavor has been good for both Scott and the future of this agency. His style, and knowledge of this industry, have brought a very fitting closure for me as well. My wife Sally (company mom and head cheerleader) provided me with tremendous guidance. It could not have, it would not have, worked out as it did, without her love guidance and support.

I have prepared for this transition with a sense of enthusiasm, anticipation, and a desire to tackle the unknown. After a short break, I will be available to assist both Scott and OneCoast on a limited project basis as they see fit. The training, marketing and product aspects of this industry have always captivated my interest. On occasion, I hope to assist factories and agencies on a project basis as time and interest allows.

I look forward to enhancing my writing skills, continuing to write INTERPERSONAL, and completing a manuscript relating to the topics presented in INTERPERSONAL. My love for real estate will continue, as it seems to have no limits to its potential in this area. Most of all, I look forward to enjoying Sally and our wonderful marriage. With four kids in college this fall, I will keep busy. I will now have more time for each of them, and for giving back to the many that have made this stage in my life possible. I hope to keep in touch with all the wonderful individuals whose relationships I value.

Personal Regards,

Keenan

INTERPERSONAL© is published by INTERPERSONALBIZ.COM, Keenan Longcor, Editor, ©2009. Duplication of this publication is permitted for both personal and business use. Excerpts may only be quoted with acknowledgment of INTERPERSONAL/INTERPERSONALBIZ.ORG as the source. For re-publication rights, please contact the editor at KEENAN@INTERPERSONALBIZ.COM

Vol. LI

Dear Manager,

Selling something that has been a part of one’s life for nearly thirty years is certainly an emotional challenge. The process takes months (if not years) to bring to a conclusion. This gives one ample opportunity to pause and reflect on the decision! There are many exit doors along the way that, at times, seem very appealing. In the end, it finally comes down to the required signatures. Fortunately, this decision was clear. The signature felt good.

I believe that the decision to sell one’s business comes over a period of years. In my instance, I had clarified my desire to assume new challenges and responsibilities. There have been many rewards in developing this organization, but it is the people who have brought me the most pleasure. They have and will continue to make this company what it is. In sales, it’s always “where the rubber meets the road, and the quality of the individuals behind the wheel.”

The question in my own mind became, “If I’m feeling the wanderlust of new challenges, am I still the best manager of this organization?” How long could I maintain the level of excellence that all aspects of this agency deserved? I resolved to continue to give it my best effort until the last day and, with a tip of the hat, there would be no regrets.

THE DANCE

The early stage of selling one’s business is not unlike a mating dance. Do you want me? Do I want you? Do you want me more than I want you? How much more do you want me? If for no other reason, the interest displayed and the strategic knowledge to be obtained, were intriguing.

It was my very naive assumption that once the dance was over and the selling agreement was complete, it would be time for a good night kiss. This is not how the selling process works. It is only after the signing of the initial selling document that the specifics of the sale can begin to be ironed out.

A SAFE HARBOR

From the very early stages of conversation, one watches for mine fields in the intentions of the purchaser. Just as it was their responsibility to look into our organization with a skeptical eye, it was my responsibility to do the same. This organization would not be sold at any price without a consistent confidence that a transition would be in the best interest of all parties related to this organization.

I proceeded with a great deal of confidence in the integrity and capabilities of the buyer. In a very short time, it became clear that their resources clearly exceeded my own abilities to continue to meet the growth needs of our agency. A safe harbor had been found.

THE SECRECY

Without any question, the most difficult factor in this process was the secrecy involved. Only very few could know of the option under consideration. After all, at this point it was only an option. Nothing was final until all elements of the sale, transition, and due diligence had been reviewed, adjusted, and signed. This is a very time consuming process for both parties. I also discovered that it was indeed possible for most of the key players from both sides (myself included) to inadvertently schedule back-to-back-to-back-to-back vacations!

To the great frustration of all parties involved, it seemed as if nothing was completed within the anticipated time frame. There were many instances when the possibility of the acquisition falling through was very real. The personal pressure of the secrecy continued to build. Even those I trusted and who trusted in me could not be told, due to standard confidentiality agreements. This aspect was hell, and the most difficult and emotional part of the entire process.

THE UNKNOWN

During the weeks and months of participating in this process, I wrestled with the anxiety of not knowing if the transition would ultimately take place. Looking beyond the sale was totally prohibited. If I were to do so, my eye would be on the sale and not on the many priorities of growing a business. With one call I would discuss my agency’s future planning and programs, with the next I was negotiating a conclusion to my ownership. This is a very, very difficult emotional balance to maintain. Fortunately, I continued to enjoy many aspects of running this agency.

It was in the midst of this already intense and emotional process that one of our largest manufacturers decided to retain their own national sales force. Just what the buyer and I needed to hear! In full credit to the prospective buyer, they did not bat an eye, or suggest that any value had been lost. I knew at this point the depth of their commitment to our agency. I also learned a lot about their integrity.

I did not want this transaction and its announcement to be tainted in any way by the loss of this manufacturer. The confidence our associates showed in our agency and in me was one of the most fulfilling aspects of this process, let alone in my 28 years with the agency. My staff and I now had a mission. In the first two weeks, we mailed out over 100 inquiry letters to major manufacturers. I knew it would only take one. If you buy one hundred lottery tickets, one’s bound to be a winner!

Within weeks, I met with a manufacturer that was tailor-made to meeting the mutual needs of our two organizations. Fortunately I was able to fully replace the volume lost … exhale.

DUE DILIGENCE

It is in this phase of finalizing an agreement that the purchaser has every right and responsibility to expect the seller to “drop his trousers.” All too often, a seller will try to shade the truth, disguising what lies hidden just beneath the surface. The buyer and seller must proceed with obvious caution and an eye for detail and inconsistencies.

One of the most interesting challenges was the preparation of our financial documents. Our business had operated on a cash basis for nearly thirty years, so I found myself totally ill-prepared for a buyer who rightfully expected to review our books on an accrual basis. There was no possible way to send our bookkeeping into rewind to conform to this more complex accounting practice. This situation required additional review and re-review by all parties involved. I found myself having to learn to discuss the financial aspects of my business in a whole new (foreign!) language.

Editor’s note: Next month’s issue will review the technology aspect of this decision, the final negotiations, the importance of professional assistance, the big announcement, and a few words about my future plans.

Personal Regards,

Keenan

INTERPERSONAL© is published by INTERPERSONALBIZ.COM, Keenan Longcor, Editor, ©2009. Duplication of this publication is permitted for both personal and business use. Excerpts may only be quoted with acknowledgment of INTERPERSONAL/INTERPERSONALBIZ.ORG as the source. For re-publication rights, please contact the editor at KEENAN@INTERPERSONALBIZ.COM