Don (not his real name) was smart, but his dumb comment cost him $35 million. In just 12 years, he had built his company to be the largest in his industry. 唐是个摇滚明星，他的公司前途光明. 但是唐已经把公司带到了他想要的程度. 虽然只有44岁, he was ready to sell the company and realize his life’s ambition to play golf on all six continents (since there are no golf courses on Antarctica, 它不算).
我是潜在买家的代表. 我的客户是唐公司的最佳买家. 我的客户有资本, and Don’s company was a perfect strategic add-on to the services my client’s company delivered. 这真是天生的一对. There was just one problem; Don’s company had some operational complexity not within my client’s core competency. Part of my client’s deal would have to include Don staying actively involved for at least two years after the closing.
我的客户对公司的估价是3500万美元. When I told Don that would be our offer and that my client needed him to stay on for a couple of years, he expressed interest in moving the negotiation to the next level. “我本来想要四千万的“他在电话里告诉我，”但我们已经很接近了，继续聊吧.” He never addressed my comment about him staying on for a couple of years. 这是一个我们都后悔的疏忽.
My client was so excited about the strategic implications of the acquisition, he wanted his entire Board of Directors to visit Don’s company. Though I’d never had a Board visit a prospective acquisition during due diligence, 我对这个想法没有表示保留意见. 事实上, 我的委托人对这个机会非常热情, I figured a big meeting like this would only make the deal go faster. Don loved the idea of meeting my client’s Board of Directors because he knew his business would show well. I set up the Board visit to start with a tour of Don’s facility to be followed by a nice dinner at a local steakhouse.
这次旅行很顺利. 我委托人董事会的每个成员都很兴奋. Dinner was equally smooth, lots of laughter and positive energy. 在晚餐后返回酒店的路上, I reflected that this visit from the Board of Directors seemed to have been a brilliant idea.
It was about midnight and I had just turned off my light to get some sleep. 我的电话响了. 是首席执行官打来电话告诉我交易取消了. It seems that during dinner Don made a comment to one of the Board members about his interest in joining a famous golf club in Ireland after the deal closed. Don had also told the Board member that this club had on-course condominiums and that he planned to buy one as soon as possible.
当首席执行官告诉我这件事的时候，我记得我在想, “我不觉得有什么问题, every entrepreneur who sells a business is entitled to a post-closing splurge, 这是很正常的.” But Don’s comment alarmed that Board member (who happened to be the CEO’s closest friend and advisor). 晚饭后, that Board member and the CEO talked and concluded Don would not have his head in the company post-closing. Without Don’s full emotional commitment to the deal post-close, 我的委托人认为整合不会成功.
Having to call Don and explain how his single comment about buying a condo in Ireland changed the trajectory of the deal was the hardest business-related phone call I have ever made. 一个轻率的评论似乎是如此的琐碎和愚蠢, 也许再多喝一杯酒, 这么快就能改变买家的看法吗. 需要几年时间来反思这个决定, I think the CEO and his Board member friend made an astute decision. Don had built a fabulously profitable company and had strong functional leadership at each key staff position, 但唐是粘合剂. He was going to be needed for an extended period post-closing to make the integration work. In retrospect it is clear, Don had in fact mentally checked out ….he was probably already thinking about how he was going to decorate his Irish golf retreat.
The transfer of a business is a timely and cumbersome process. 大量的文书工作，会议和电话. But it is also an emotional process and unless the buyer “feels right” about their decision, 这笔交易可能会因为最普通的事情而陷入僵局. Don was not sensitive to my client’s clearly-expressed need to have him in the deal for two or three years. 确定, 对结案后的生活有个愿景是很好的, but remember you’ll never get there unless the buyer is financially, 和情感上, 适应这个决定.
JIM CUMBEE是田纳西河谷集团, Inc .的总裁. a retainer-based business brokerage and transition mediation firm in Franklin, TN. Cumbee is an attorney and has an MBA from Harvard Business School. He has a wide range of corporate 和企业家ial experiences that make him one of the most sought-after business transition advisors in the state of Tennessee.