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Mastering Business Exits with Lara Morgan: Key Steps, Lessons, and Expert Tips

Podcasts

Mastering Business Exits with Lara Morgan: Key Steps, Lessons, and Expert Tips

By , April 5, 2024
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Lara Morgan, a seasoned entrepreneur who successfully sold her business, Pacific Direct, shares her firsthand experiences and insights on various aspects of exiting a business. From the importance of maintaining a healthy body and mind to the significance of understanding the buyer’s perspective, Lara’s journey offers invaluable lessons for business owners contemplating an exit strategy. She emphasises the need to align with the right buyer and the value points in the overlap of the joined businesses, highlighting the complexities and costs involved in the deal-closing process.

Lara’s practical tips and personal anecdotes on negotiation dynamics, emotional toll, and deal structuring provide a comprehensive understanding of the challenges and crucial considerations in the exit process. Her emphasis on proactive planning, clear communication, and strategic decision-making serves as a valuable guide for those seeking to undertake a successful exit. Lara’s experiences and insights demystify the process of exiting a business and provide a roadmap for achieving a successful outcome, making this episode of Exit Insights a must-listen for entrepreneurs and business owners planning for an exit.

This episode you’ll be able to:

  • Discover the key steps to planning a successful business exit strategy.
  • Uncover valuable lessons from a business exit that didn’t go as planned.
  • Learn the critical importance of due diligence in the successful sale of a business.
  • Master the art of negotiating a successful business sale with confidence.
  • Gain insights into effectively managing business exit costs and the necessity of legal advice.

Watch the episode here:

Welcome to the podcast that’s dedicated to helping business owners prepare for an exit so that you can maximise the valuation and then exit on your terms. This is the Exit Insights podcast presented by Succession Plus. I’m Darryl Bates-Brownsword and today I’m really thrilled to have pinned down Lara Morgan. Lara, I’ve been in communication with Lara and we’ve had several times. She is such a busy lady. Lara, thanks for finding a few minutes to share your experiences with us today.

Delighted to be here. Hope I can provide some value.

Look, based on our pre-conversations, I think there are bucket loads of experience there. So Lara, I think I read in your bio you started your first business at 23 and have since sold that and reading in it. You’ve been in and out of a number of businesses since and still investing in more. So you’re the ideal person to share with the audience around what they need to do to get a successful exit. What are the traps? What are the tips? So before we get into that, if you can just share a bit from your perspective, position yourself so they know who we’re talking to today, please.

So I feel I had a very extraordinary upbringing and it’s very relevant to the freedom that I have in my life. I was born in Germany to military parents. I grew up in Hong Kong, I was schooled in Scotland and my first job was, my first proper job employed by another company was in the Middle East. It’s quite rare, I feel still sadly rare as rocking horse shit as a female investor. But I’m afraid the way it rolls at the moment and it is something I’m trying to change. But my dad went bankrupt, I had to get a job. My only skills actually limited were on the sports field. In the main I was a bit of a rebel at school if you like, but had enough get up and go and enough education to sort of have the will to try and the ability, the innate ability, I guess. I think, and I always believe in this, that I learned whatever little leadership skills and otherwise I had in terms of on the sports pitch. So the ability to fall down and get up, the ability to fail and yet try and come back and all of those things. Which is why today I invest in sports, health and well-being. Irrespective of that, I got a job, started selling, made some money, earned commission. I thought well, that’s all do I don’t mind this. I can have a good social life. But ultimately came back to UK in the 1991 recession, aged 23, needed a job. There were no jobs, so I had to make a job. And I made a job by basically, ridiculously, arrogantly, initially turning down an opportunity my dad’s friends gave me, selling sewing kits and shower caps. I know it’s very exciting, but actually, 17 years later, turned that first meeting with the Dorchester, where my grandmother, who was strategic advisor, said, at least you’ll get a decent coffee, love. Seriously. Walked up Park Lane thinking, shit, I’m on the monopoly board. And from that, I made a 20.2 million pound exit owning 99% of the business. And I had no idea what a miracle that was at the age of just 40. And that’s now nearly 16 years ago. And actually, Darryl, it still blows my mind how lucky I have been at having the time to learn along the journey about not just the mistakes I’ve made, but the constant reinvestment in learning new parts of skills in business, of which I had none. No training, no education, nothing. Just get up and go. But the ability to make mistakes and to keep getting up and going, if you like. And actually, also, I think, the humility to ask brilliant people around me, let’s call it begging, to help me on my way and to take advice and to listen to it, and then weigh up and make my own fairly quick decisions, which I’ve learned also, I think there’s an enormous value in quick decision making in enterprise, and much missing in what happens when you’re using someone else’s money to do it, which is my personal frustration today.

Understood. There’s a couple of things there that I think are really worth commenting on. Throughout my career, I’ve been fortunate enough to work with a number of high level athletes, and maybe I’m drawn to that because I’ve always participated in sports my whole life. But what I found is, on the occasions where I’ve worked with someone who’s been a professional athlete at a high level, even, they go, look, I’ve got no business skills, they always excel at business. And the conclusion I came to was, I think, to do well in athletics or in the sporting world, and you already said this, you just have to get up one more time, then you’re knocked down, and in the sporting arena, you’re knocked down a hell of a lot. And it’s every week, and you just get up and show up again next week, and that’s what it’s all about. And I think that’s a mindset. You just get up and go again, and you duck and weave and you adapt and you do what you have to do to make it work. There’s a bit of self teaching there as well.

Yeah, we could get onto a whole another topic. This is about exit. But if I hadn’t kept healthy and fit throughout the building of my company, we wouldn’t be where we were because I wouldn’t have been able to work as hard as I worked and I wouldn’t have had nearly no days off in 17 years. So health matters and you should never sacrifice, irrespective of any challenge, including COVID times. Health has to come first because why are you doing it if you’re not doing it? To have a healthy and exciting life, you need your health.

Absolutely. And healthy mind, create in a healthy body, helps be productive and make good, balanced decisions. So 19 years later, I think you said you sold that business. How did that come about? Was it planned? Was it someone knocked on the shoulder.

I’m an idiot. Let’s bear in mind I’m the untrained idiot. And it wasn’t quite that simple, actually. It was 17 years, the exit. But I actually tried in 2004 to exit following September the 11th. It doesn’t sound quite following, but during September the 11th, I had to go to the bank and say to them, got a little bit of a problem called I’ve got no cash. And they went totally unsympathetically, put your house up. So I did that, which is really, I think, one of the true sort of, do you believe in what you’re doing if you’re willing to risk it all? It’s easier when you don’t tell your husband that you’ve put the house on the line. I let him know six months later when I got my personal guarantee back. Yeah, I know I’m an evil human being. Never mind. I was pretty sure of what we were doing and it was the market that changed. It wasn’t us. We were doing really well. So I planned to exit in 2004 because frankly, September the 11th had beaten the stuffing out of me. Instead, a friend of mine just said, take a holiday. And actually, I think that’s great advice for anyone thinking about an exit. First thing to do is completely remove yourself from the day to day running of that company for a decent long period of time to sense check. When you exit, everything changes. Is that really what you want? I was only 39 years old at the final time we exited, but I was, I guess, 34, 35, three small children. And I failed to exit against a heads of terms that I’d been faxed. Just to show you how long ago it was. Because Demenez, who was a young man who got shot on the tube by the police in England meant that my Canadian backed fund for 11.2 million valuation decided that tourism in London wasn’t such a clever idea because we just shot people on tubes. How disconnected could you be from an 11.2 million price where someone, you’ve got the exit, you’re about to do due diligence. So actually, the other lesson there is you aren’t exited until the cash is in the bank.

Totally.

And then there’s a brilliant enterprise belief, which is don’t go sailing until you’ve got the money. But actually all of those things and experiences allowed me to plan a proper second exit because I was deluding myself in 2004. The truth is that I was a poor leader, a benevolent dictator, and I learned a huge amount of time, huge amount, between 2004 and 2008 when we finally exited. And one of the things I primarily did is I went to all the free m and a learning events about company acquisition, because my headset was I didn’t want everybody to know that I was thinking about exit. So I thought, well, if I learn everything about M&A, then I can hide under the radar and just reverse the learning. Okay, so that was hugely valuable because you can put yourself into the shoes of the vent, the buyer, and then you’re starting to think, right. Strategically. How can I? I mean, I didn’t even know what the word strategy meant in 1999. I went off to Cranfield to learn about that. And then, funnily enough, they put up a quote where the economist even admitted it. It didn’t really know what the definition of strategy was. So I enjoyed that. But the learning event that changed, I guess our whole direction is I went to Stanford to a course called strategy is destiny. And it cost me a fortune relative to, and then I think it’s the best investment I’ve ever made in self, which is it really allowed me to revise and review the on the business approach for the next three years before exit. So truthfully, I was planning exit. Having failed to exit in 2004 for three years before we finally exited in 2007, the exit desire had not gone away. What utterly changed is my professional approach to everything we touched in the business. Management hands off, getting contracts right, learning the assets and the levers of exit. And we just became a completely different business thanks to Stanford.

Wow. So failed attempt in 2004, went back, learned what it all meant. What I heard is you were working on the business, you’re working on everything. Paraphrasing from my end, it sounds like some of the comments you made about selling and looking through the buyer’s eyes what they want and giving them what they want is just like looking at your business now as the product and going, what does the customer want? How do I create customer delight? And how can I sell my product at a premium price just like any other product? Really?

 Yeah. But I was lucky in the sense that I’d already been an idiot once and learned some painful lessons about trying to be all things to all men. As the business grew. And I was so immature and so untrained, I used to sort of say yes to everyone. And then I went to Cranfield in 1999, 2000, and I did an amasing course, the business growth and development course program. And at that point I actually sacked 48% of my customers when I came out with my first business plan.

Wow.

Even though we were a successful business, because that’s where I learned the word strategy. And I realised you can’t be all things to all men. So this is again about firing the bottom 20% of your customers that are sucking the lifeblood out of your business and having a vision and a mission that your staff can regurgitate even in their sleep, and being the voice of the business and the lead of the business in a consistent way with that mission and that intention. And I did those things kind of naturally with people because frankly, I can’t believe anybody worked for me in the first place. And then secondly, I was so delighted that they stayed. I was kind of desperate for their ideas. And I’m a great, I want people to contribute. But what I hadn’t done is sort of stood above my business as a company, understood it as an asset, understood or respected that whoever’s going to give me a chunk of money needs to have their asset payback. And I hadn’t looked at it in really those brutal compartmentalised terms. So what’s the value, what’s the security, what’s the risk that the investor is taking? And how can I alleviate that investment risk to convince them that actually we were amasing going concern and when we exited, we were making 3.3 million EBITDA. I know now that I could have probably fudged the system and pissed around and hidden various things and probably been declaring 3.8, but I feel really honorable about how I exited and how I made the price and also the structure around the exit, which was a real learning because cash remains king. Profit, sanity, turnovers, vanity, and everything is about the cash in the bank.

Absolutely. And there seems to be a real shock to many business owners that when they want to sell their business for big numbers that the buyer parting with that amount of money, wants to be really sure about what they’re getting. They want to be really clear at what they’re getting. And they want to be reassure themselves about the return on investment. Because, as you say, brutally, it is a commercial deal. I know business,

And these guys are pros, Darryl. They do it every day.

Right.

We tend to do it. I mean, I never saw my exit as my once in a lifetime, and I’ve been very lucky in that regard. But then I was so flipping young, it was just another sort of notch on the bedpost of learning. But, yeah, I mean, the immaturity of my mindset initially about sort of give me the money and run, and then I think the real respect I had for those that were paying me out 20 million quid and my personal honor and belief that they would make a really good return on investment, which I remain, I think it’s one of my greatest triumphs.

So, Lara, awesome outcome. What I’d love to tap into, if I could, is the learning, if we can dig into a little deeper around what you learned from that first attempt.

Oh, my God, so much.

Yeah, that’s where I think there’ll be a lot of benefit to the listeners because you survived that first failed attempt and you’re able to come back three years later, which many don’t get the opportunity to do. And you spent the time working on the business. So, language that our listeners will be aware of is focusing on the intangible assets and building the valuation of the business. And you went to Cranfield and you learned a lot of what you recognised as what you were missing. And then if we can also touch on when a deal was signed from the point of, or an agreement to do a deal to the deal actually closing what you learned through that process.

Okay. There’s a lot in this. In the failed exit, I’d already appointed lawyers and understood the sort of, let’s call it the game of the exit cost, but it will still horrify people. When I say I did 1.2 million turnover in my third year in 1993, the deal cost for selling Pacific worth 1.4 million. If you accumulate bank costs, legal costs, all the overheads of exiting. So you sure as shit better have a motivated legal and an upside to get this right. And maybe a downside control, because that could come back on your business. You need to have the in and the out. And the likelihood that you might fail to exit should be front of mind. Right. Because it’s not easy and it happens rarely. Second thing is your advisor team, I hadn’t got that right first time round and ironically, I was so lucky. Again, you make your luck by working hard at it. Please don’t take my outlook on that. But I got an expert from my sector in the second time round to sell my business because he knew. Because obviously you as the exit person, you will, 90 times out of 100 know who you’re going to exit to and you should be aligning to the right person that you would like to exit to because actually, then you can foresee the value points in the overlap of the two joined businesses is what you should be milking like crazy, right?

Totally.

We brought huge assets and that had been, obviously, if it had been a trade sale, but if it’s a Pe sale like mine was, they are absolutely even more rigorous about the quality of the length of time on a contract. So if you’ve got a brand new deal with intercontinental hotels and it’s got, let’s say, 47 months to run on it, they’re going to be very happy because they’ve got an inverted commerce, near secure income stream against a contract that’s really valuable for basically paying them back the money they’re paying you. So, legal comfort, correct the advisors. I think the other thing is that the process, this is a proper sized exit. It’s 18.9 million turnover. It’s 3.3 million EBITDA. There is a lot of due diligence process and you can get. The best takeaway I can give people is to get from their mid-sized lawyer. Because if you’re doing that amount of turnover, you can’t be with a rinky dink unaware legal support team. You have to be with some mid-sized accountants and you should know your place in the hierarchy of what the value is you’re getting and what you need. I mean, we were a very global business, but there were also things like the security of a transfer pricing audit to prove, because we traded in 110 countries. I mean, we really knew our export shirt. But I still made the mistake, by the way, of not really valuing our data proposition, and I will never do that again. So there’s still learnings. But the language of exit is another thing. In those days, they had something called a black box and you’re like, what the hell is that? And they talk about quantum, not profit, because they’re asses and they do, they like to exhaust you. You go to the city for the first time as a rinky dink soap salesperson. Don’t get me wrong. I sold a shitload of soap, but I’m not a pro at exiting. Right. So having the language of the nature of exit and understanding contract terms, and when you get into a room and your lawyer goes, well, do you know what a whitewash is? And it’s like, I thought it was something you put on the walls. That’s not helpful. So the exhaustion of that learning can be really distracting from the deal negotiation. Right. So all of that work I put in made me secure in the knowledge I will get on to deal structure and exit. But you had a question.

I was just going to say, I’m sure that they put in that language just to try and impress you with their big. To be deserving of their big fees.

Yeah. And also, frankly, it’s a professional process that these people play in their own. It’s like I said, I would never speak business, and I speak business without knowing I speak business. Do you know what I mean? And so my kids will go, well, that’s not normal language. And I’m like, it’s perfectly normal language and I’m wrong. But in the deal structure piece, they deal in deals every day. They’re looking at decks they’re looking at. And now as an investor, they talk about total, addressable market. But they say, tam. And I’m like, also, I think the other thing is you’ve got to have the brains to go, well, what does that.

Yeah.

Slow me know. Treat me like an idiot. And also, when you appoint a lawyer, I had a genius called Ian Morris, and I said to him at the very beginning, this isn’t going to be my first one of these. I want to learn the process now that then leads you into the conversation about deal structure and timing. Most people exit once in their lives. I cannot imagine what it would be like to be 63 years old and knowing that this is going to probably be my one and only. Right? I was 39. That’s a joy, because you sit there and you. And actually, I have used the card to go, well, if it doesn’t work, it doesn’t work. I’ll just keep making money. Right. That’s a very powerfully different position. And you have to appreciate the emotional roller coaster of exit.

That’s powerful as a negotiation piece. Well, I don’t have to sell this.

No. And again, until you’ve done, and for everybody listening, do negotiating training. Right. Learn about what it means to go to the balcony. You will get shafted by these pro sharks. If you are not professionally trained and you are partly negotiating your exit, you do need an advisor. But even your advisor. And this is a great takeaway, Darryl. I don’t think enough people talk about when the advisor goes to the other side of the table because your advisor’s on a ticking time clock where they want to make money. They’re on a fee for this exit. Right. And of course, you should negotiate a considerable upside. And I think we did okay there. And I paid a lot of money and I feel it was worth every bloody penny. But in the end, my negotiator, who’s meant to be on my team, you feel them go to the other side of the table because they need to get the deal done. And there is an absolutely annoying. Another great takeaway you remind me of. They have a calendar, right? So you put out the deck at the early point in September. You have the beauty parade. Those that are interested, you come over the most exhausting few days where you’re presenting and presenting and you need your management team to be able to present because they’re not just buying Lara, they’re buying the management team that’s going to stay in the room and deliver the profit. Actually, you shouldn’t give two shits about your own. I mean, I’m a decent presenter, I like selling, I can talk to a crowd, but I should be the least voice in the room because they want to hear from the people that are going to pay them back. And if I’m the one leaving, then I better have my management team really capable of standing on their own two legs and running their department and being responsible and accountable for their budget and their KPIs and all of those bloody dull things with role descriptions done and all the admin in place. And my idiot mistake was our data room wasn’t as organised as it should be. So again, get somebody who likes admin shite and tick box exercise, probably brackets from the accounts department, to get your data room ready months in advance. Because guess what? Genuinely, we slowed our deal because we couldn’t find the bloody fire hydrant on the third floor of the Chinese factory that we owned. Genuinely. Right? So that detail. And that’s why people say you’ve got to plan an exit from three years out, because there’s a lot of shit to do.

And it’s a really important point that you make that I just want to reinforce, because it does take time to get all this stuff. You really do need experts in your industry sector and you raise also the point around your advisor sometimes, are they really working fully just for me?

Not in the end. In the end, I manipulated another 700,000 pounds of profit in a phone call. And that is a true story. But equally I would never have known that had I not gone to Stanford as well as. And I think this is a point where I feel deeply lucky. In my first exit I had no partners, right? My mum was the other shareholder, right. I was not being phoned by my mum to go, how was your day, darling? And by the way, what happened in the deal, right? But if you’ve got a 50 50 shareholding or a complex share base, I can’t imagine how much more difficult it is if then you’ve got other people that are going, so where are we? What’s happening? And I think one of the things that I would advise as a completely ignorant, but I see it from the outside risk. If you are the one leading the deal on the company side, everybody else has to give you space to think and do the right thing and trust you, because otherwise you’re wasting an awful lot of energy in update and bullshit.

That’s an important point. You’re being pushed to the limit anyway.

You really will be. You will be stretched like hell and through due diligence the accounting clowns will come down the corridor every day and ask you idiotic questions about can you produce a spreadsheet that proves this point? And you’ve said this and can you have this? And it is relentless. And don’t get me wrong, it’s for good reason, because the people buying your business are about to hand you millions of pounds, right? You don’t earn it overnight, you earn it over years. And now you’ve got to be the trustworthy source. So if you’ve then got others going, what are they asking now? Where are we at when the deal is going to? That must be absolutely extraordinarily annoying.

Well, and all they’re trying to do is minimise their risk or understand their risk, isn’t it? It’s not about you as the owner personally, they just want to understand the risk of the asset they’re potentially buying so that they can value it accordingly.

And actually that’s the other bit, which is I think obviously as a business owner, we sit there and we go and people go, so what do you think the business is worth now? I was very lucky. I was in a business forum. They knew I wanted to exit because I felt I was carrying the whole risk of all of my efforts for years. So they made me write a number, stick it in an envelope, and they said if I got to that number, then I had to see through the exit, I couldn’t change my mind. And it was a really powerful thing that you write down the number that you think the business is worth and then the minute you’re over it, you’re like home and dry because you feel that’s going to be the thing. By the way, I got the wrong number, but it was still a very good number. I got a much bigger number than I expected, which, again, probably made things emotionally easier. Do not forget the emotional toil so equally. And a great piece of advice I got from a cheese seller called Robert Segesa is he said, go into the exit with a suntan. In other words, have a holiday, look healthy and, well, look after yourself, because actually you are representing to the best of your abilities this front facing story. And actually, you are going to be worn down. So at least go into it feeling 100% sure of all the parts. And ultimately, you are the face of that exit business. So look good and feel good. I used to get my hair done every time I had a presentation because I wanted to feel fully confident. I mean, I’m an absolute hooligan. I’m a scruff bag. I even put on lipstick when I talk about money, because you know that I must be serious, right? And actually, you should laugh at the process because actually it’s brutal. And you need to be concentrating on the one and only thing, which is the deal structure that you want for you, not the deal structure that they want for them. Because this is where you then learn about modeling. And modeling is life changing. Modeling is the moment at which you might have several offers in. We had them, and the delta was from 14.5 million up to 28,000,00 and 5 different offers in between. And once we modeled out the numbers, if you then layered upon it what I wanted most, which was cash out, the difference between what looked like a 28 million offer was so chalk and cheese, because actually I would have been having to make the 28 million again because of the deal terms versus my deal terms. An exit with the highest cash amount. And that’s where I genuinely paid 20,000 pounds over a three day weekend to get my five offers modeled, to see where the cash fell. And that’s the most valuable money. And, okay, 20,000 pounds. And that was my money, not company money. At the point where the rubber meets the road.

Really understand what the deal looks like and what it looks like to you.

What it looks like according to what your goals and aims are. Some people genuinely want to stay on in a different role. And for me, every story I’ve ever heard about people that stay on is a shambolic disaster. Makes them miserable, makes them angry, makes them vengeful. I wouldn’t touch it with a barge pole.

Yeah. So, Lara, one of the things we’ve heard from other owners is who have exited. They’re going, look, these guys who come in who are looking to buy the business, and you said this earlier, they do it every day, so it is normal for them. It’s their day to day job. They know how the process works. And some owners have gone, I’ve only ever done this once, or it was the first time I did it. I felt like I was being bullied. These big guys were pushing me around and trying to take advantage of me.

Welcome to the real world. They’re going to give you millions of quid. I mean, if you can’t deal with the bully in the playground, you shouldn’t be running a business. Right? We have to deal with idiots all day. But more importantly, you’re going to have to go through these hurdles and hoops if you spend time wasting emotional energy on bullshit like that, versus you have a mindset. Here’s my pathetic, ridiculous. Shouldn’t share this publicly. Frankly, they’re nowhere near as talented as you are. They can’t build businesses and without you, they can’t buy and sell stuff. So who’s the brightest cookie in the room, really?

So this is all about being on the front foot and having that air of confidence, humility, and having you dressed up and dressed, looking good, feeling good, feeling confident with a tan. I can see that. I’ve never heard that. Have a holiday before. And I can really see that it gets you in the room, energised, ready to go. You’re on the front foot. I like it.

Yeah, actually. But never arrogant, never complacent. And actually, that’s a really important missed point. Never ever go into an exit without knowing your numbers are going to stay on your numbers. So if anything, an ultra conservative budget in the exit year, keeping stuff up your sleeve. So we had, for example, a major global deal that I knew I could almost turn on the taps as and when, because we were pretty competent in our industry. Certainly not the leader, but in size, but certainly in profit, we were pretty cool. And deals will go wrong that you couldn’t have accounted for, like normal business practice. And if you’re in an exit, the last thing you need is to give somebody the door open to chip at the price. So the other thing is that you need to verbalise. Here is my price. If we go into due diligence. And you, chip, I will leave the room. And I did that, by the way, in the first exit period because I just thought, I’m not working with people that have been dishonest with me from the outset.

You got to be confident and on the front foot, and that only comes if you know your business, you know your numbers, what’s your worth?

What’s your worth? Right. What’s the market price? 3.3 million EBITDA, times a decent multiple with all the assets we had exporting to 110 countries, two factories, one in Czech, one in China. I should have got more.

Yeah. We talk about one of the things, and I think you’ve sort of captured them without saying it is for a deal to be done, the owners need.

To be ready and aligned.

Yeah, and aligned. And so all the owners need to be ready, the business needs to also be ready, which is different. And the numbers need to add up, the numbers need to work for without the owners and the business. You get those three working together and all adding up, then the chance of a deal is going to.

Then even then, somebody like outside, it’s not in your hands.

Totally. I don’t know if you can, but a key, learning something that really caught you off guard, that you didn’t see coming once you started the process of actually writing the terms of the deal, that eventually happened through that process of once they made an offer and then the deal being complete. Were there any significant AHA moments that caught you off guard during that phase?

Honestly, Darryl, I struggle to answer that because I think in the second time we were pretty organised and that’s probably why we got a deal. And if you’re not that organised, you may not get a deal.

But it took you three years to get there into that state.

In a sense. And I mean, I think maybe the AHA for my luck was Alastair Darling brought in an increase to corporation tax to CGT. It was going from ten to 18% on the second of 4th April 2008. So at the end of March they were still wandering up and down my bloody corridor asking me due diligence questions. And I remember just saying one day, right guys? And I remember shout I was pretty tired of the process by now. And I remember they came in and I said, if this is an idiot question to procrastinate any further, let me tell you, I’ve put in writing this afternoon that if we do not get the deal done by the 3rd of April, you will pay the variant on the 8% of tax. I will not. Is that clear? Have you got any more due diligence, pointless questions? So they went back down the corridor, and then I got an immediate call from the advisor who is on my side going, what are you doing? And I’m going, Tim, I’ve had enough. I’ve just had enough, right? And I’ve got the four seasons deal up my sleeve. I don’t need to do the exit. I think we call it a day is the price. The price, right. I still can’t believe I did stuff like this at the age of 39. What the hell did I think I was doing?

That was ballsy.

Yeah, it was. But I’d got that confidence from a lady at Stanford who said to me, here’s the. Read the book. Negotiating to win. Win. Know where you are, who’s in charge of the deal? And fair was fair, right? We gave them a fair price. We gave them a fair time to do due diligence. Now’s the time to get the deal over the line.

And lawyers will never be fully satisfied until you keep bastards. They’ll just keep going, well, there’s a risk here. And you go, well, it’s a minimal risk.

And it’s just because they’re increasing their bills and I don’t like that.

Yeah. Okay. So, Lara, you’ve shared a lot of tips and you’ve dropped in real life experiences along the way. Is there anything that stands out that you think it’s really important for business owners who may only do this once or they haven’t yet done it once, and you go look out for this before you even start the process, you need to be aware of this. What’s your big tip for us?

I think a small tip is the no brainer one of clear out any of the skeletons in the closet, the silly stuff from years out. If you’ve got the nanny on the business and all of that shit, get rid of that. If you’re working with a partner. And actually, particularly if it’s a husband or. I sacked my husband well out because we felt that was a distraction in the deal. It was a friendly sacking. He came back later.

Is he still your husband?

Yeah, he’s still my husband. 28. He’s a miracle man. What he puts up with, I wouldn’t have married me. But the number one thing is definitely the plan, plan from well out, because get your due diligence checklist. I shared it with all of my management team. I think also there’s culturally, if you can’t do this, if you cannot share your intent to exit with your senior, management team, your culture is too weak to exit in the first place because you’re living in a life of cloak and daggers. And I think living an exit in cloak and daggers is near impossible. So I had each of my management team on board with the exit with an upside for them bolted to the floor in their contract, so they knew they were in for shares, but they would be staying. That was my door opening to Lara can leave, but you’re bloody staying. And then the other thing is that in my case, I refused. There was a pointless earn out. But I never took the earn out seriously because I always thought, well, the world changes. I’ve been through September the 11th, I’ve been through a recession. I’m not bloody banking on that amount. I need the cash. So structure the deal well out according to what your lifestyle needs are.

And if you’re prepared and got all your ducks in a row and done your due diligence checklist, then it puts you on the front foot to negotiate.

In the driving seat. Right? And don’t get me wrong, it’s still bloody scary. So you have to fake it till you make you know. What have you got to lose? You can always go again.

Beautiful. I’m going to leave it there, Lara. You can always go again. That’s a nice way to finish this. So, Lara Morgan, thanks for sharing your exit insights with us today.

You’re welcome. I enjoyed it.

About Lara Morgan

Lara Morgan is a British entrepreneur with a track record of delivering exceptional accelerated growth. Her investment strategy in wellbeing products primarily is pinned to improving life’s journey.

She founded her first business, Pacific Direct, in 1991 at the age of just 23. Having arrived in the UK from Hong Kong with little or no hotel experience, and quickly grew Pacific Direct into a specialist global supplier and manufacturer of luxury high end brands licensed for five-star hotels.

She invests in British brands including Scentered.com, the 100% natural, portable, Wellbeing Ritual aromatherapy brand; Gate8 luggage, lightweight, time-saving, functional, business luggage and accessories that reduce stress; KitBrix, a functional, robust, modular, sports kit bag and organiser system for active people, Yogi Bare, the best in class yoga and fitness mats and accessories and Global Amenities Direct a remarkable twist on my previous toiletries supply brand licensing company with a considerable focus on eco-conscious and sustainable waste reduction.

A proud mother of three girls and a committed volunteer and philanthropist, ex top 10 World Triathlete and realistic about the challenge of life balance, A down to earth speaker and renown enterprise leader.

If you would like to learn more about how to start preparing your business, then you can get more information here: It All Begins with Insights.

Darryl Bates-Brownsword

Darryl Bates-Brownsword

CEO | Succession Plus UK

Darryl is a dynamic, driven Business Mentor and Coach with over 20 years of experience and passion for creating successful outcomes for founder-led businesses. He is a great connector, team builder, problem solver, and inspirer – showing the way through complexity to simplicity.

He has built 2 international multi-million turnover businesses; one now operating in 16 countries. His quick and analytical approach cuts through to the core issues quickly and identifying the context. He challenges the status quo and gets consistent, repeatable and reliable business results.

Originating in Australia, Darryl’s first career was as an Engineer in the Power Industry. Building businesses brought him to the UK in 2003 where he quickly developed a reputation for combining systems thinking with great creativity to get results in challenging situations.

A keen competitive cyclist, he also has a B Eng (Mech) Engineering and an MBA.