10 pointers from the RDLC for selling your business!

Each business is different, but most of you want to see a future event that secures you financially. So, here’s a simple guidance document from the RDLC to help save you some pain and maximise your gain!


1. Plan


  • Who is going to buy your business?
  • Why would they buy your company?
  • Do you want to sell?
  • Will you stay or go?

There are plenty of ways to sell or finance the purchase of some, or all of your business. However, if you want it to be as simple affair as possible; be bought not sold and minimise the chipping at the end, then start as you mean to go on:


  1. Set structure and rules
  2. Be on top of and record, all things legal, financial and operational
  3. Involve professionals as soon as you can – FD, Advisor/NED, Lawyer and HR.

2. Start with knowing your number


Knowing exactly what your business will be worth in 3, 5, 10 or 50 years from now is impossible. So is knowing how you’ll feel about it over these time frames.


So, let’s deal with today, what would you want and what would you take, to de-risk, walk away or be part of a bigger play?


This can be a number; it can also be a ‘springboard’ opportunity that augments your position many times over and so giving up a little bit of jam today for a huge dollop of cream tomorrow can also be a good thing.


Remember, history is written by winners and good news travels fast. So true numbers of multiples achieved, cash received, legal documents binding the deals, are hard to decipher and the spoils may not be what they appear to be.


You actually have to be within the lucky 1% of recruitment agencies to do a material walk away deal!


3.Bodie, Doyle or Judge Judy, you need to call in a professional.


Great businesses are bought and the rest are sold!


If you haven’t got one already, invest in a proper FD/Accountant, not the cheap person down the road or your mates mum who once did purchase ledger. Knowing your numbers are correct, recorded as required and bankable, will save you time, effort and huge costs at deal time.


Have a strong relationship with a good lawyer and law firm, talk to corporate finance teams to measure the landscape and ensure your bank and ID facility are on the ball.


Tough questions along with heavy financial, legal and market due diligence, is all part of the deal journey, so make sure you iron out as many of the bumps as possible.


With good professionals and advisors on board they can make sure that not only are you maximised for sale, but that they have also been whispering in the right ears to get you noticed and increase the number of interested parties.


4. Be in the room and on the ball


If a deal is not going how you envisaged or you aren’t going to get what you need, let alone what you want!


Be prepared to pull the plug and walk.


You have to remember that lawyers, corporate finance even the bankers looking for a larger account, are all incentivised to see this deal happen. So, they may not always be the best placed for impartial advice if the deal is near to closing.


5. What deal suits you?


Are you selling all or some of the business? Is it a buy-out, buy-in, trade sale, PE acquisition or a merger? Or do you just want to de-risk and take something off the table?


It has to be right for you or you are storing up trouble for the future.


After you have agreed an indicative number you will go into an exclusivity agreement with the acquirer/s and a timescale in which to do the deal.


It is especially important when acquiring a recruiter, as a recruitment business, your only real asset is your people. If the acquirer isn’t comfortable, they won’t engage in expensive due-diligence.


Most recruitment deals require management to be part of the deal in order to keep consistency and continuity, post deal and into a growth future.


Before the deal hits the hardcore actions of the lawyers, banks and corporate finance, you are very likely to be involved in signing Heads of Terms (HoT). Some HOTs can be very long and full of micro detail. The HoT is there for a purpose, read it, understand it and if it’s not right, don’t sign it.


What will it show they’re buying?


Full Share Sale


You sell the entire company (your owning %) and all liabilities sold as a going concern. As a shareholder you may pay capital gains tax (CGT), but this could be reduced to 10% through entrepreneur’s relief on the first £10m.


The payments can be made up in many ways, but they are normally a form of cash, loan notes and/or shares.


Asset Sale


You agree with the buyer which assets and liabilities are to be transferred. You still own the limited company and will need to close it down. Employee discretion is far more difficult. Business premises need to be transferred, which can be costly and time-consuming. If you have employees, the TUPE regulations are likely to apply, and legal advice should be obtained. You pay corporation tax on any profits made from the asset sale, and CGT on cash withdrawn as a dividend.


Goodwill (Intangible Assets)



Unlike a share or asset sale, goodwill is an intangible asset and, as a result, difficult to value with precision, but can be a great way of arguing for an improvement on price.


6. Pricing and Value


The value and worth you place on your business may have nothing to do with market reality at that point in time. Buyers today may not be the buyers of the future and multiples change with the economic landscape.


In reality your business is worth exactly what the highest bidder will pay for it!


So, know your number, what you will and won’t take and be absolutely sure you’ve allowed for tax and fees.


The better your story, cleaner your business, the more stable your position and the greater the future opportunity, the better you should do on a deal versus the market.


Point to be aware of: a lot of businesses experience a poor ‘deal year’ as they focus on the deal rather than the business and take their eye off the ball. Be careful as it can give an acquirer space to chip the price.


Once all agreed on price, terms and dates, a ‘locked-box’ calculation of Enterprise Value(total price) to buy your business (normally) at a debt free, cash free basis, with balance sheet adjustments for debt and working capital, will be confirmed. This gives the equity value you will receive.


7. What’s the mullah look like?


There is a saying that turnover is vanity, profit is sanity, but cash is reality.


BUT, cash on its own isn’t accretive, in fact it generally loses value in today’s economy…


So, weigh up the options. Loan notes can be the accretive, a gift that keeps on giving if the business does well. Shares can see a big upside and give you rights. Just make sure the structure is considered.


Cash (& deferred cash)


Simple, understandable, clean, low risk, immediate and likely to qualify for 10% entrepreneur’s relief. You can get on with your new life. If the cash is spread over several years, you will probably pay the full tax bill up-front and the business needs to succeed.


Earn-Out


You don’t get all of your money straight away. A proportion is dependent on future profits, sales targets or other criteria. This adds time and risk. However, your buyer may do great things which make it easier to hit the targets, and you may end up with more money eventually.


Earn-outs can be complex and there is no clean break. The worry continues and you certainly haven’t let go. You may face conflict in the future with your buyer. But in recruitment with people as assets, its fairly normal, unless a huge buyout.


Loan Notes


Basically, an IOU from the buyer. You get paid in future instalments. You should get paid interest on the loan note. To reduce the CGT, you could cash-in your loan notes over several tax years. Loan notes come in two forms and can be highly complex with tax consequences. Tread carefully.


Ordinarily, loan notes don’t qualify for Entrepreneur’s Relief but careful tax planning can take care of this.


Shares in the buying company


If you are happy to sell to a business, you may well be happy to invest in them for future profit potential.


Whatever offer is dangled in front of you, be sure to know how the offer is made up. Never assume it’s going to be 100% cash.


8. Don’t lie


Buyers generally know the market they are buying into and weren’t born yesterday.


Know your numbers, your market, your clients, structure and what the future holds.


You will go a long way into the decision to acquire your business, if you are spot on, they will be quicker to seal the deal.


9.Do DD on your buyer


There are many buyers running around shaking a cheque book wanting to acquire recruiters.


However, as you’d expect there are some disingenuous, Machiavellian people out there who may shaft you pre or post deal.


Ask for references, meet their teams, check their background and don’t waste time on tyre kickers or the wrong acquirer. It will cost you time, effort, money and maybe your business.


10. Remember…


You may miss your business and no amount of cash will solve that, but more importantly you will have warranted many things and signed covenants around your post deal practices.


Breach these and they will come after you legally.


Some do it just to scare, even when there’s no breach.


They are just protecting their asset, its business and rarely emotive, so don’t expect to appeal to their understanding side.


If you started as you meant to go on, got your house in order day one, engaged with the right advisors and hired the right team at sale… you will be fine!

DK & GG

An aerial view of a city with lots of buildings and a blue sky with clouds.
September 23, 2024
This is Part 1 of three parts: Part 2: How to lead Multi-million pound business… Part 3: Keeping Momentum… People often ask me how to succeed in recruitment; how they can reach the golden horizon at the end of a £10m exit strategy. That’s everyone’s goal, though. The question I’m often asking in my head is: “Are they serious?” Most of the time a recruiter has parachuted into their business without the vaguest idea of how it should be managed. By the time they realise they’ve landed far from their target, they’re stuck in a lifestyle earner. And you know what? Most people are happy to have a lifestyle business. At least that’s what they tell themselves. I see a lot of bravery and potential that may be squandered for comfort. Personally, I’d rather leave a legacy. I’d rather build a huge company where my passion shines through. Deep down – whether you’re starting out on your own or have been active for a number of years – the same feelings will reside in you too. So join me for a new, three-part series on taking a lifestyle business much further than a cosy pay cheque. In part one, I’ll explain what I mean by this, and how you can prepare to leap over anything holding you back. Falling into the ‘settling down’ trap Ah, the rags-to-riches story… It holds sway over so many young recruiters. They’ve worked somewhere as top biller, and done well out of it. They’ve seen their boss trot happily to the bank, having secured tens of thousands in take-home pay each month. The problem? They have gumption, but are lacking the skills to be an entrepreneur straight out of the gate. I like their style, but fear for their leadership credentials. Let me hit you with a few stats – such as the fact that only 1% of owners leave their recruitment business with any meaningful financial gain. 50% of recruitment startups fall on their arse during their first year; 53% of those are in London. And finally, 67% of owners earn less than they did as top biller in their old firm. A knowledge gap tends to open up when a recruiter becomes enamoured with the idea of working for themselves. Unfortunately, they fall into it– the full cost of a desk, for example, is one of the things that gets buried in the momentum of their self-belief. Staff costs are more than basic pay. We’re talking hardware, rent, utilities, sick pay, holiday allowance… all the extra expenditure that typically ranges from £5,000-£8,000 a month. Rigour is another trait that goes missing. The majority of businesses I speak to don’t fully appreciate the value of a cash forecast. 11 out of 12 may not know when their VATs are due. They rely on an accountant or clued-up mate to handle their finances. Which isn’t good enough, right? BOOM – suddenly, plans for world domination have been held back. You’re trying to claw back money all of the time. Before you know it, you’re settling for a lifestyle business, not a legacy. How to break out and do more However, even if you have succumbed to the lifestyle trap, you are able to change. Like an alcoholic clearing his throat at an AA meeting, the first step to recovery is admitting you were wrong. My recent series on psychopathy in businessmay give you some tips for a fresh mindset. These articles speak about the importance of an unwavering focus on the culture you lead. Qualities such as strength, tenacity and perseverance will set you up to succeed – which may cut into more of your personal time than you’re used to. But that’s alright. If you reconcile yourself to doing more than ‘getting by’, your kids and partner will end up with an easier life in the long run. So my initial advice is to pluck up the courage to say, “I may need some help here.” Try to answer the following: What niche are you filling? The last thing the world needs is another all-comer recruitment firm that targets too many sectors at once? When’s the last time you upgraded your technology, to make processes or lead generation easier? How are you making your voice heard? And is it being taken seriously? Perhaps it’s time to rethink your marketing if not. What allows you to measure and forecast growth? Track invoice collection timelines, the number of interviews you lock down, or where staff are being held up internally; chances are you’ll be lacking a key metric. Defining your story so far is critical to changing its outcome. Imagine you’re a stranger – someone who’s never heard of your company. Convince yourself why the brand exists. Play devil’s advocate, and challenge old assumptions. Speak to other recruiters (the successful ones) and ask them to pitch their business to you. Listen to their story. Then distil your value in a similar, relatable package of qualities and specialisms. Like Mike Tyson said, “Everyone has a plan until they get punched in the mouth.” When you know what’s coming, by having a support network and a full picture of your business, you’ll take fewer punches. That’s what we do within my community of recruitment leaders – we share ideas and help one another achieve our goals. I can show you a way into the legacy you deserve. Look out for my second blog, which will tell you how a better form of leadership can be achieved! After all, there’s never been a sounder time than right now to earn big from the recruitment industry… 
An aerial view of a busy city street surrounded by tall buildings.
September 23, 2024
Everyone knows what an elevator pitch is. But does your recruitment business have one that’s meaningful? One that you’re proud of? One that anyone knows or uses? A lot of businesses talk about developing their ‘stories’. All try to define themselves through a commitment to the three core things: Clients Candidates Staff But these aren’t what makes you famous. Fame comes from the unique ‘what’, ‘why’ and/or ‘how’ of your business. You can’t expect any of the above without making a positive impact on your clients, candidates or employees. So, let’s break down what actually gives your elevator pitch enough impact to warrant attention, inside and out. Get industry recognition Want more clients? You need to start building your brand narrative. Ask yourself “what do we want businesses to choose us for?” Whether that’s: A unique product suite that is genuinely different A service to candidates that others haven’t considered, in order to deliver a unique talent pool A pricing model that shares the risk of talent acquisition These are the factors that draw in high-value clients, and they can be promoted through the messaging and marketing work you do in parallel. Once you’ve identified what you want to be famous for, the steps you need to get there will follow. Focus is the key to fame. It’s important to be bloody-minded as a business owner and vow not to step outside of your core market. Being niche is a killer part of the strategy towards getting known, so ignore the temptation to deviate. Every time you move away from your specialism, you’re breaking an invisible chain of the process – usually setting you back 2, 4 weeks or more. And the result? You’ll only be seen as a jack of all trades and master of none by clients. This will waterfall down to candidates and employees. #Dangerous! Establish internal values Once you’ve chosen what you want to be famous for (and ultimately specialise in), you need to decide why candidates or employees want to work with you. Whether that’s: Largest reach in terms of job opportunities Sexiest career path for the ambitious Best network in your industry, making scaling easy Once you’ve firmed up the ‘selling points’ of your rec business, develop a strategy to start applying it across the board. Just having a member of staff ping some posts out isn’t enough to get you known for anything. Publishing ‘jobs of the day’ or pictures of you and your team ‘bonding’ (getting drunk) isn’t a campaign. Establish a grown-up marketing strategy – one that incorporates the best methods to push your knowledge, ability, products and reach, but also your values and employee appeal. See how it’s done To be famous, you need to learn how to take your narrative and truly influence sentiment in your space. This is what will help you define and refine the 11-second pitch that willget you noticed. Be consistent in this. Your processes, message, tone of voice and positioning must all remain the same to build trust and rapport. If what you’re saying and doing don’t match up, why should anyone care? A great example is RDLC . We’re famous for giving great people great ideas and inspiration, and helping them innovate. It’s also synonymous with making running a business fun and rewarding.