#5 Podcast – TLD Talks … planning for exit with Anne Whalley and Rob Garner

Episode introduction:

In this episode of TLD Talks Ed Simpson, Founder of The Legal Director talks with Anne Whalley, and Director of Garwood Solutions Robert Garner about preparing your business for investment.

Today’s guests:

Anne Whalley has significant experience in mergers and acquisitions, asset sales, investment work, property development and management, commercial contracts, and risk and compliance. She has more than 20 years’ experience as a lawyer and has worked as General Counsel for Vue Entertainment and Heron Corporation. Robert Garner has enjoyed a career in professional services and is a former KPMG partner. Garwood Solutions helps organisations accelerate growth, improve operational efficiency, and realise their value.

Main topics:

1. How do you make your business attractive to investors? What are investors looking for? Rob discusses what they look for before taking a business to market. (01’32)
2. Anne’s insights on what’s important when preparing and presenting your business to investors. (04’12)
3. Rob and Anne on the importance of clear management information (MI) being available, and deciding which information is made available to which buyers. (04’48)
4. What is a data room? (05’43)
5. Are there limits to what an investor might ask for? Anne explains more about the information investors might request, for example intellectual property, and key contracts. (06’56)
6. Rob on how he categorises the information he would put in a data room. (07’43)
7. Anne and Rob on the difference between what lawyers will want to see and what investors will want to see, and when. (08’15)
8. Are there some problems that can’t be fixed, for example if you don’t know where your contracts are or you’ve lost your company books. (09’44)
9. Rob’s take on the impact of any problematic issues with your business and how to approach them. (11’11)
10. Rob on other areas of preparation required before taking your business to market. (13’01)
11. Anne discusses the benefit of getting an interim finance director or CFO in to help with the accounts and manage the due diligence involved. (14’39)
12. What happens after you’ve done your preparation? How do you get yourself out there? Rob discusses market assessments. (15’14)
13. Anne on getting the right balance with non-disclosure agreements (NDAs). (17’14)
14. Rob and Anne discuss writing anonymous teasers, or dealing with an anonymous potential buyer. (18’00)
15. Ed points out the importance of knowing who you can share your information memorandum document with, and understanding the rules around this. (19’15)
16. What happens after your information memorandum has gone out to some potentially interested parties? (19’59)
17. Anne on the provisions you might expect to see in offer letters and the importance of getting legal advice on these. (21’33)
18. Anne and Rob on other issues to be aware of, for example how the terms of exclusivity are drafted, abortive fees, and the time commitment required from management. (22’02)
19. Why do deals fail and at what point in the process does this tend to happen? (23’34)
20. Anne on guiding the organisation through the deal. (25’22)
21. Rob and Anne on the emotional side of the process. (25’53)
22. Rob’s view on the current market. What’s attractive at the moment and what are people buying? Rob talks specifically about companies using tech intelligently, and the environmental and social governance (ESG) agenda. (27’48)
23. Is crowdfunding making a difference in the marketplace? Is it the right option for your business? (30’14)