Don’t Be the Turkey at the M&A Table
Dos and Don’ts before, during and after the sale.
By Scott Wright, director of mergers and acquisitions
Mergers and Acquisitions (M&A) are daunting notions for many business owners. Whether you’re a buyer or a seller, M&A can be a complex arena not for the faint of heart. However, it’s a normal part of our business, even in the real estate industry where people are the primary assets.
At REAL Trends, we’ve provided advisory services to thousands of realty firms over the last 30 years, including 700+ closed transactions on the M&A front. We know a thing or two about M&A in the real estate industry and have practically seen it all—the good, the bad and the ugly.
We often get asked what advice we can give buyers and sellers of brokerage firms. Here’s a handful of simple, yet important, things to consider before, during and after the transaction process.
- If you’re a buyer, make sure the culture of the firm you wish to acquire closely aligns with your own. The last thing you want to do is radically change what’s been working at the firm in which you are interested.
- If you’re a buyer, make sure you’re dealing with apples to apples on commission plans. As a general rule of thumb, if there’s more than a 4 to 5 percent difference in retained company dollar, you’re likely barking up the wrong tree.
- If you’re a seller, be mindful of the above points. In all likelihood, part of the purchase price is an earn-out tied to the future production of your agents. Don’t make them mad by selling to a company that will force too much change culturally, leadership-wise and with commission plans.
- If you’re a seller, keep good records! Make sure your financials are clean, you accurately track agent productivity, and that documentation is available pertaining to your leases and other liabilities. Dirty data and poor recordkeeping can end up thwarting your deal.
- Buyers, once you’ve made contact and initiated due diligence, do your homework. Understand concentration of sales and what owners’ contributions may be.
- Even if an M&A broker or advisor is involved, it’s import-ant for the buyer and the seller to meet face to face to discuss roles, responsibilities and to understand processes.
- Sellers, be transparent! Buyers are smart and will eventually figure everything out, make it easy on them. Fully cooperate during the due diligence period.
- MAINTAIN CONFIDENTIALITY! There’s no better way to screw up a deal than to leak it before it closes. The fewer people who know; the better.
- Buyers and sellers, don’t attempt to change the terms of a deal after a Letter of Intent has been signed. This is a serious breach of faith that can often kill a deal.
- Get good corporate counsel. Make sure your attorney has experience with real estate transactions. An inexperienced attorney can get lost in the weeds during back-and-forth with the purchase agreement.
- Meticulously plan the closing, announcement and roll out.
- As referenced above, both the buyer and the seller must skillfully announce and roll out a merger or acquisition, especially if there is a brand conversion that will result in new signage, systems, marketing materials, business cards, etc. Since most real estate brokerage acquisitions are asset purchases, the agents must sign their licenses over to the acquiring company. Since agents are independent contractors, they’re under no obligation to do so, so you want to make sure they are informed and happy with the support they’ll be getting under new ownership.