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Executive Corner: Five Key Factors To Perfecting an A/E Exit Strategy

Steve Gido on May 9, 2024 - in Articles, Column

An enormous A/E generation that kicked off their careers in the 1980s and subsequently started firms or became owners in the 1990s and 2000s is plotting its final act. Baby Boomer A/E owners across every discipline are contemplating how to successfully transition their firms for sustainability and survivability. And while some are ready to relinquish and others wish to hold on a few more years, the need to assess exit strategy options has never been more urgent.

The Silver Tsunami

According to a recent CBS News article: “Approximately 4.1 million Americans are poised to turn 65 this year and every year through 2027, according to a report from the Alliance for Lifetime Income. Dubbed by experts as ‘peak 65’ or the ‘silver tsunami,’ the figure represents the largest surge of retirement-age Americans in history.”

And let’s face it, many “peak Boomers” have had a great industry run the last 15 years. Emerging from the depths of the Great Recession, owners benefited from favorable economic conditions, industry tailwinds and abundant project demands, all of which allowed them to grow and thrive. And while every firm’s culture and characteristics are unique, both the mindset and decisions required to navigate a successful transition are the same.

The Fab Five

In our experience in working with A/E leaders on a wide range of exit strategies, the following are five quintessential and interrelated aspects to consider:

1. Define your professional and personal goals. At any stage, the key for an A/E owner is to take stock of what’s important in their life and career. Do you still love what you do, or has the job taken its toll? How much longer would you like to work or need to work? Is your role critical to the day-to-day success of the firm? Are there family, financial or health issues that impact your goals? What are the legacies you want to leave as you near retirement? Who will replace you?

Now, when a firm has multiple shareholders of various ages and motivations, some of these goals may be compatible and others may conflict. Owners need to be transparent with one another about their goals to ensure adequate company planning and continuity.

2. Desire to keep the company independent or not. Some A/E owners create a company or take over as a new generation with the intentional goal of keeping it a standalone firm. Other entrepreneurs start a business, grow it and then sell it to another organization. Whatever your intentions, the “sell down” or “sell out” choice is something an ownership group ultimately needs to decide. However, it doesn’t necessarily have to be mutually exclusive.

If the company wishes to remain independent, what, if anything, needs to change? Can the company handle retirements from a talent and succession perspective? Do internal buybacks cause a redemption liability dilemma, or has that been modeled out? On the other hand, if the owners wish to sell the company, is it “sale ready” or are there financial, operational or personnel areas that first need to be addressed? After years of calling the shots, can you see yourself working for others? Is everyone on the same page in terms of a desired buyer profile and culture?

3. The firm’s marketability (internal or external). For A/E sellers planning to implement (or continue) an internal transition, you need to cultivate and develop younger professionals through time in preparation for ownership. In some cases, design firms have individuals eager for ownership potential as they’re cognizant of the investment and future returns. But others simply don’t have that next generation of interested buyers, or perhaps not enough of them to afford and absorb a sizable block of shares. For those who wish to remain independent and are at the proper size, some organizations will pursue an Employee Stock Ownership Plan (ESOP), which “checks their boxes” of control, liquidity, engagement/culture and tax benefits.

Despite a frenetic M&A environment, not all A/E firms are equally marketable. Depending on a company’s size, location, disciplines, client mix and financial performance, there may be a wide range of viable suitors or limited possibilities. In addition, if sellers are either more or less discriminating in their buyer “wish list” and characteristics, that can impact the overall pool and sale process.

4. What’s the company worth? For most owners, their stake constitutes a sizable portion of their overall financial portfolio, estate plan and retirement proceeds. For those who wish to sell internally, valuations are lower given marketability and minority-interest discounts as well as the need for harmonious and practical affordability between seller and buyer groups.

Sellers pursuing the M&A route should start with a reasonable sense of the multiples and metrics that drive industry valuations. External valuations typically are higher than internal sales due to the implicit control premium buyers must offer to sellers. Of course, price is just one of several complex variables in selling a business in which forms of consideration, liquidity, taxes, indemnity obligations, business and cultural integration, and new employment roles and agreements are all part of the final deal.

5. The timing element. Whichever path you decide to take, these transactions don’t happen overnight and involve a significant amount of planning and timing as well as consulting with experienced advisors. Internal sales efforts involve years of preparatory activities to get young professionals to a principal level of both technical and business-development capabilities. Financing often involves the firm itself serving as a conduit. Installment notes or deferred compensation programs can range from five to 10 years. ESOPs also involve an extensive runway period, including valuation, feasibility assessments and scenarios as well as establishing a new communication, reporting and governance structure.

After you decide to put the company on the market in an external sale, it can usually take between eight and 12 months from courtship to closure. Of course, key owners may have to stay another one to 5 years in an employment agreement with customary non-compete and solicitation provisions. Sellers may decide it’s worth testing the waters if they’re coming off several years of elevated performance and a healthy outlook. Otherwise, they may wait until business or industry conditions improve.

We are all familiar with the adage, “start with the end in mind,” which is meant to help guide our values and goals into specific action plans. So, to those owners who have already devised and implemented a successful exit, we offer our cheerful congratulations. To those who need to start formulating a roadmap, there’s no better time than the present.


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About Steve Gido

Steve Gido specializes in corporate financial advisory services, including mergers and acquisitions, business valuations, ownership transition plans, and strategic planning for engineering, architecture, environmental consulting and construction firms. He leads ROG+ Partners’ merger and acquisition practice, and has advised on a wide number of A/E/C transactions, representing buyers and sellers of all sizes and disciplines.

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