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Offered 50% share in company. 27

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NorthCivil

Civil/Environmental
Nov 13, 2012
555
I work at a small specialty structural consulting firm. 2 owners, both early 60s. 3 employees. 2 smart young juniors, and myself, mid 30's. just been offered to take over from one of the owners who wants to retire.

We are in a HCOL area, in a niche business, right now the construction market is booming. Company is only 6 years old. for the past few years, books show annual profits of 700k before the bosses pay themselves. I'm being offered to buy the retiring partners half for 700k (initial offer).

My main concern is the nature of the existing partnership.

The partner looking to retire is the technical guru, day to day manager, who brings in all of our value clients and lucrative projects from his contacts and relationships.

The partner to remain owns a separate engineering company, much larger, that occupies all of his time. He is not technically skilled in our area of practice. He is not involved one bit in the operation of our business. Sometimes he will bring in work to our business - he will pitch combined engineering services to clients, in conjunction with his other business - but usually that work is not the kind of work that is good for our business. The two businesses operate at two different ends of the market.

That said, we do operate using the infrastructure of the larger company. Office, legal, admin, reception, IT, its all provided from the larger corp. Though it is tracked and we do pay for it - and not a discounted rate! quite expensive, actually. but taking care of those operational headaches though obviously has some value.

I do not know how this business partnership has propogated. it has become very one sided, in my opinion. I can visualize how it may have started as a partnership between the retiring partner who was a solo practitioner, and the remaining partner who already had a business - and then over time became lop-sided. The retiring partner is a very conflict averse guy, I'm imagining he just let things slide to where they are today. Prior to being offered shares and getting a peek at the books, I was under the impression the shareholding was an 80/20 deal or similar between the two partners.

I always visualized starting my own consulting company, with a partner of the same age, where we could together tough out the hardtimes and enjoy the victories. I am leery to get into a partnership where the other guy doesnt lift a finger. No load-sharing, so to speak. In my mind, I feel like the only way I could go forward would be if significant shares were stripped from the do-nothing partner. But I dont imagine such a conversation will go over well with dr do-little.

Am i passing up a good opportunity? any thoughts?

One additional fact: Maybe its just me being cocky, but i cannot see a reasonable alternative succession plan for this business, that could be carried out in the next few years, outside of locking me in. Specialists in our field are very few and far in between. The two juniors, though very bright, are just too young, inexperienced, and not licensed.
 
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All cash-out paths depend on sustainable, profitable revenue. The more, the better. As such, I think that some prudent strategies would be:

1) Scale up profitable revenue as much as possible;

2) Try to groom some worthy successors who might be good candidates for an internal buy-out when the time comes;

3) If possible, develop an ESOP program to lock in your key people as that will be attractive to potential buyers wanting to keep your rock stars;

4) If possible, develop some niche market work that will be attractive to potential buyers in at least three ways:

a) Someone buying in with your business intended to be their sole business may feel more secure in retaining your clients.

b) A firm outside your market specializing in the same stuff may find it appealing to buy your firm to expand their geographical reach.

c) A local, generalist firm may find it appealing to add your specialty to their shop.

5) Cultivate solid relationships with the other building engineering disciplines lest a multi-discipline firm decide to buy you out to add structural to their group.

6) If possible, develop a defined marketing plan for bringing in new work. The "pipeline" that the MBA types covet. The serious business guys that might be eyeing up your firm will be looking for the impression that you have a big crank hidden away somewhere in the office that only needs to be turned vigorously in order to bring in more revenue. We all know it's not that easy; it's more of a curb appeal thing.

7) If you're starting from zero, consider the real possibility that there'll be no meaningful buyout and that you'll have to pad your nest sufficiently with your pre-exit earnings. If there is a cash out, let that be a windfall.
 
bookowski: I'd consider a two phase system built around KootK's #3, with employee stock ownership. In the first phase, over x years, boost the salary of the owner/associates so that they can use that money to buy ownership shares. Over the second phase, after 'your friend' is near or below 50% and ready to actually retire, continue to sell ownership shares over another x years.

With this kind of approach, the retiring owner must be around for a number of years, and doesn't have incentive to disappear because while he/she still owns the majority of the company. By the time the old owner actually retires from being present in the office, the new owners have a real stake in the outcome and have spent time learning to run the business and gain the confidence of the clients. This idea uses company profits, as LittleInch suggests, so that new owners are not expected to come up with a lump sum.
 
KootK post of 24th Feb gives some good guidance also.

The hardest bit for most of these always seems to be item 1 of that list -

"1) New owners get 100% operational control even if the buyout is gradual."

For someone who has built up a business possibly sole handed that's really really hard to do.

Remember - More details = better answers
Also: If you get a response it's polite to respond to it.
 
Thought I would update everyone to the current situation.

Upon my refusal to buy the company, there ended up being some pretty charged interactions between myself and do-nothing partner (he's not so fond of me anymore). I offered my resignation, which was refused by the managing partner (If I quit, it would be a major strain on the managing partners schedule).

I have had a few heart to hearts with the managing partner, he has emphasized that he doesn't want to work anymore and wants out. He is planning to wind down the company.

Now the plan, which working partner suggested. I form my own entity, and contract back to the company at an hourly rate of ~2.5X my previous salary (which is still only 60% of my charge-out rate). Over the next little while I can start taking over the clients, and hire on the staff as things filter through.

The original offer was 700K for 50% of the company. Now the offer is I can take 100% of the company for free.

I feel a bit bad for the working partner - I offered him half of the company Im getting started. His response was he isn't looking to start something, he is looking to finish.

Its been a wild ride. Lots of mixed thoughts and emotions, but overall, I'm in a very good place. Even though the timing isn't perfect personally for me to start a business, this is too good of an opportunity to pass up.

Lots of lessons learned, and more to come, I'm sure...
 
NorthCivil said:
The original offer was 700K for 50% of the company. Now the offer is I can take 100% of the company for free.

Well yes, it certainly sounds like a lot better than the initial offer.

Thanks for filling us in on updates.

I just wonder if the previous partner is going to take this lying down? Seems like you might need to find another person giving you the support you get at the moment and quite how and how long it takes you to "migrate" the clients to your new company still seems rather vague - "Over the next little while".

You must though get on pretty well with the retiring partner if all he wants to do is ensure some form of legacy company and to keep his clients happy for basically no pay off.

I suggest you get some this in writing as a memorandum of understanding or similar as you might need it.

Remember - More details = better answers
Also: If you get a response it's polite to respond to it.
 
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