Roxburgh Milkins advised the shareholders of Bath-based property management company Touchstone, a longstanding client, on its recent sale to Places for People.
Paladin Group, Touchstone’s parent company, was acquired by Places for People in a deal valued at £15.9m. It also saw the exit of NVM Private Equity, which backed Touchstone in 2006.
Roxburgh Milkins worked closely with Tim Saunders, the chief executive of Touchstone, who offers his thoughts here on a two-year journey – and some tips for others preparing to embark on the same process.
How much time should people allow in planning for a sale?
TS: We started two years out. Our private equity investors obviously needed to exit at some stage but we wanted to manage the process according to our timetable. Other factors were the desire to capitalise on positive market sentiment and also to correlate the completion timetable with that of the financial year, not drifting beyond Christmas 2012.
We spent the first 18 months on ‘tidying up’ the business. That meant stripping away those few parts not functioning particularly well or that did not really fit – anything which might put off potential buyers.
The last six months began with signing off a marketing strategy, then with preparing and issuing the information memorandum. We also set a planned exit date of 16 November.
There were management meetings from late August with people who made offers in the right ballpark and we entered into exclusivity with Places for People at the end of September. That left us with six weeks to complete – and we hit our target exit date to the very day.
Who were your advisers and how did you manage them?
TS: I combined the roles of chief executive and finance director so I drove the process.
I have had a 15-year association with Bruce Roxburgh, so Roxburgh Milkins handled the legal matters, while Deloittes were corporate finance lead adviser, also researching the market and co-ordinating inquiries. I’ve dealt with them for seven years. I trust them both.
By the time we were in the ‘exclusivity’ stage, with a willing buyer and a willing seller, my instructions then were simply: ‘Don’t mess up.’ My job was to read the documentation and to manage the process, but I’m neat and tidy and organised. You’ve got to have an eye for detail and you can’t really leave it all to your advisers.
Did the sale process have any effect on the underlying business?
TS: Not really, certainly not in any negative way. Because I was managing the whole process, the involvement of the other directors could then be limited. We needed to keep people focused on ‘the day job’, so I kept them in the loop without distracting them.
We needed to reassure our clients, some of them had been with us for as much as 14 years. So we identified a select group and told them what we were doing. The message was: ‘Don’t worry. We’ve got your interests at heart in all this.’
What would you do differently?
TS: Not much really. It all went remarkably smoothly. NVM, who had put £6m into the business over six years, said it was the easiest deal they had ever done.
Did preparing your business for sale bring any wider benefits to the business?
TS: By January 2012 we had sold off the last small element of those parts of the business which were not really making money and the management structure was in fit and proper shape for the future.
Our decision to collate and store all the disclosure documentation ‘in the cloud’ also had benefits in the way we now manage our information.
Have you any tips for others planning to sell?
TS: Appoint advisers who are in tune with your way of working – and likewise in choosing your purchaser. There’s no point in being unnecessarily confrontational.
Prepare a virtual ‘data room’ for all due diligence inquiries. We kept our disclosure bundle in ‘the cloud’ rather than in 30-odd lever-arch files. It’s much more straightforward to control and manage access and, in terms of the process, makes life a lot easier.
Reassure your clients in advance – don’t give them nasty surprises. We told staff immediately afterwards but that was a low-key announcement because it was just a change of shareholders. There were no redundancies or employment transfer implications but as a management team we made ourselves available to answer questions.
And, even days or hours from a deal, remember that it might not happen!