The Chris Voss Show - The Chris Voss Show Podcast – Mastering M&A: Scott Weavil’s Tips for Selling Your Business

Starting point is 00:00:00 You wanted the best. You've got the best podcast, the hottest podcast in the world. The Chris Voss Show, the preeminent podcast with guests so smart you may experience serious brain bleed. The CEOs, authors, thought leaders, visionaries, and motivators. Get ready, get ready, strap yourself in. Keep your hands, arms, and legs inside the vehicle at all times because you're about to go on a monster education roller coaster with your brain. Now, here's your host, Chris Voss. Hey, this is Voss here from thechrisvossshow.com. Ladies and gentlemen, welcome to the show. Maybe I should just have her do the full intro all the time, but then she wouldn't be able to do the ramble and make up some sort of crazy crap that I'm about to do.

Starting point is 00:00:51 Welcome to the Big Show, my family and friends. As always, the top 1% podcast, The Chris Voss Show. 16 years, 2,200 episodes. My back is tired, people. So please refer the show to your family, friends, and relatives, or else go to goodreads.com. Forge us, Chris Voss. LinkedIn.com. Forge has Chris Voss. LinkedIn.com. Forge has Chris Voss.

Starting point is 00:01:06 Chris Voss won the TikTokity. And Chris Voss, facebook.com. You can see all the crazy stuff that we're involved in on Facebook. There's like all these groups and pages, and then I'm on there, and I don't know. And there's no more moderation, evidently, according to Mark Zuckerberg. So just knock yourselves the hell out. Anyway, we have an amazing young man on the show today. People are like, what year is this, Chris? It's 2025 in January, by the way.

Starting point is 00:01:30 Those of you watching in our 18-year-old YouTube channel going, what year was this? Anyway, we are joined by Scott Weevil. He is the founder of Sierra Pacific Partners, a lower middle market investment bank focused on sell side mergers and acquisitions, the M&A business, as we call it, and the kids call it, and he does the advisory services for that. Sierra Pacific Partner functions like a real estate agent, but in the complex world of selling businesses rather than buildings. He began his career as a Wall Street M&A attorney working on multi-billion dollar public company transactions and started Sierra Pacific Partners to provide expert advice and high-touch service to lower middle market companies throughout the United States.

Starting point is 00:02:18 Welcome to the show, Scott. How are you? I'm great, Chris. Thanks for having me. And yeah, for sure, I think we're done with fact-checking, so we can just go crazy today. Yeah, yeah. I heard Mark Zuckerberg's an alien. Anyway, I'm great, Chris. Thanks for having me. And yeah, for sure. I think we're done with fact checking so we can just go crazy today. Yeah. Yeah. I heard Mark Zuckerberg's an alien. Anyway, I'm just kidding. Wait, my lawyer phone's going off. Yeah. A hundred percent. Getting the CNDs right now. Whoa. Whoa. That was fast. Anyway. So Scott,

Starting point is 00:02:38 give us your dot coms and a 30,000 overview of what you do there. Yeah, for sure. I mean, I think we mainly work on sell side M&A, but we're basically a boutique investment bank. So we help companies both raise capital and sell if they're looking to sell. That's our primary function, as well as we also help buyers buy companies. So that is the basic description is we're sort of like real estate agents, but mainly for selling businesses rather than property. That's the best way to think about what we do. So if someone's out there listening right now, they're thinking about selling a business or maybe they're getting prepped for selling a business. I think we've

Starting point is 00:03:12 talked about this ad and Ozzie on the show where basically when you build businesses, you really need to think about building them so that you can resell them. A hundred percent. And I'm a big fan of talking about exit planning and prep because that way, the more work you've done in that line, when you come to me, I'm more likely to give you the answers that you want to hear as far as valuation and our probability of success. So the more prep you can do before it comes to me to actually try to drive through a transaction, the better. So let's talk some more in depth about what you guys do. Do you guys service the nation? Is there a certain segment of people you service, a certain net worth?

Starting point is 00:03:48 Does the business have to have a certain amount of net worth or sales, et cetera, to work with you? Yeah, for sure. So we're mostly looking at companies that do about $3 to $20 million in earnings for the most part. So for generally speaking, that would get us in a place of purchase price, something like at the low end, 10 million, maybe on the high end, 150 million. So we sort of service that area in the market that's below what sort of the bulge bracket investment banks would do. Depending on the bank that typically starts between 50 and 500 million. And then we're a little bit above sort of the main street market that, you know, if you've got a, you know, I'm struggling to come up with an example.

Starting point is 00:04:27 But if you've got an auto repair shop that makes a million dollars a year, we're probably a little bit higher in the market than that. And so there's fantastic business brokers that service that into the market. We're sort of the no man's land in between. So now you guys, it also says you're a lower middle market investment bank. Do you do any of the financing of the selling and buying? Generally not. I mean, occasionally when we do buy side work, we will have our buyer also have us go out and try to do a capital raise to help finance the acquisition.

Starting point is 00:04:56 We haven't done a whole lot of debt placement. That's become a very big thing lately with what we call private credit. There's lots more funds out there that are willing to lend in order, basically private equity funds, that that's what they're focused on is lending for acquisitions. But we haven't been that actively involved in that yet. Our focus is mainly on that sell side M&A. So how did you get started in the M&A business? Yeah, for sure. I didn't know what I wanted to do coming out of college. And like a lot of folks, I went to law school and I got started working as a lawyer on Wall Street doing pretty big deals, working with fantastic senior attorneys that I would consider all-stars in the business.

Starting point is 00:05:36 And I was a lawyer for a long time. Actually, still, of course, I am a lawyer. But a few years ago, I ended up having a client that basically couldn't find a banker that he liked for various reasons and the bankers that wanted to work with him. And so basically, I ended up running an M&A process for him as a lawyer. He was sort of in that gap space, looking to sell for about $40 million, a little too sophisticated for some of the downmarket advisors, but not big enough to get sort of the bigger banks excited by the success fees. And so I ended up working with him and just had a great time being very central to the deal and a little bit more business oriented role and just loved it.

Starting point is 00:06:14 And so that led me to start Sierra Pacific Partners. What did you, was there any stories or any things that you learned that were, I mean, I'm sure you learned a lot, but there was, was there any significant things that stuck out to you that you learned on those multi-billion dollar deals you were working on? You know, some of the due diligence you have to do and all that crazy stuff. Those, those companies are huge. Like the due diligence must be just crazy to go through the paperwork. Yeah, no, there's very primary differences, right? So when you're looking at public companies, theoretically, they're going to have a general counsel, they're going to be very organized, and they're going to

Starting point is 00:06:49 have SEC filings, right? So we have a bunch of diligence information that's actually publicly available, right? And so you can really go off of that. Obviously, there's much, much more to go through in those situations. Conversely, as you go down market, you're not going to be typically as organized on the inside of the company. And that's something we work with our clients to try to make them as organized as possible before a sale. And so the information and the quality of that information may not be there. In other words, if you're a public company, you've got your accounting principles are up to certain standards. Your financials have been audited, et cetera. Whereas down market, a lot of the clients were just looking at QuickBooks, which is your non-gap, which is sort of the standard accounting.

Starting point is 00:07:35 So there could be honestly sometimes more work to do on the smaller deals than the bigger deals. So I don't want to say more work, but you're not exactly as confident in what you're looking at from a buyer perspective. Do you get a lot of the people when you ask them for the books, they go, which set of books do you want? Yeah. So I actually, I had that call yesterday. I had a referral and I had that call yesterday and he said, you know, I think he's doing pretty good, but you know, the tax returns don't show anything. And it's one of those deals you have to, you know, come see me in person to get the financials off of USB. And of course I'm sitting there thinking, okay, I'm happy to ride down there, you know, and get them. But if we can't put them in a secure

Starting point is 00:08:17 virtual data room for buyers, you know, I'm not going to get a buyer from three States away to drive to your office to look at the financials. But I will say that, you know, I don't actually say this to clients, but sort of the old saw is you can only steal it once. You can steal it from the IRS or you can use the money when you make a sale, but you can only steal that money once. And so the general rule is, you know, as we're moving towards a sale, we're moving from a place of tax minimization to profit maximization on those tax returns. And I think that's something for owners to remember that, you know, particularly if you are in that lower market and you're looking at folks that are going to get SBA loans to buy your business, the SBA is not going to consider that stuff at all,

Starting point is 00:09:01 like a hundred percent. So you're really, you're, you're taking some of that money and saving some taxes on it, but you're really reducing your buyer pool. Yeah. I'm, I was just thinking in my head, the joke about how, you know, guys like you, you're going to have to come get the USB. It's some kind of mission impossible. This USB will self-destruct. Yeah. Or no, I won't talk about financials financials can only be lawyer to lawyer and it's hard for me to go to market with that and and to be clear i'm not saying i mean you should not stand out on the street corner you know emailing people your financials but within reason once we get folks that we think

Starting point is 00:09:42 could buy your business we get them under NDA and things like that, and it's appropriate, you need to be forthcoming with those financials. Or they're going to think, you know, best case, you're super disorganized, right? Worst case, you are actively trying to hide things. And, you know, people think if, you know, I know it's common, but if you're deceiving the IRS, how do I know you're not trying to deceive me, Mr. Byer? Yeah, that's very true. Plus, you know, I mean, you don't want the IRS coming in and, you know, finding out all the improprieties and then, you know, the business is now worthless because the IRS has penalized the hell out of it. For sure. And you would be surprised how many mid-deal audits there are. I get that. Yeah. I mean, not, you know, I'm not saying it's 50%, but it definitely happens at

Starting point is 00:10:26 the worst possible time. You know, you've signed the purchase agreement, things are progressing towards closing. And then you get that email. Hey, Scott got this letter from the IRS in the mail today. And so what you want to do is you hopefully, you know, it's a, it's not a high level audit or it doesn't even extend to the level of an audit. I forget the terms off the top of my head. But you want that to go very smoothly. You do not want them to start digging in mid-deal because that will 100% blow your deal up for sure. Yeah. You ever heard of that, how Congress has a thing called a SCIFT?

Starting point is 00:10:57 It's a secured – let's see, I have it pulled up here for the joke. It's a secured – it's a sensitive compartmentalized information facility like you can't take your cell phones in there oh okay no photograph okay yeah that's where i do all my legal accounting work is in the sky and i never want to see my books you got to come to the skiff i actually read it from the congress members because it's like totally secure and there's guards and oh that's interesting it's like a james bond faraday cage it is in fact you have to come down you remember and tom cruise came down on the wires yeah and the spider sort of thing so he could he could copy the usbs that was the whole when you brought the usb like that whole

Starting point is 00:11:35 image just went right through my head so and we have to pat you down too it's a little tsa yeah yeah body count check as well photographs you're to have to squat and stuff, just like prison. Anyway, and you're going to find out we make $5 a year. Yeah, yeah, yeah. You've got to go through all that, and then that's what you get to 100%. That's right. is um the funny thing is is you we uh i used to do some taking over of companies where we used to we used to uh put it on the paper saying we were looking for companies that were in trouble and so we we we would see these small companies and yeah you would sometimes show up and you'd just be like

Starting point is 00:12:22 you're bankrupt you just you just haven't come to the conclusion that you're bankrupt. You're over. It's kind of funny how they work. Why do you like doing deals so much? Why is that important to you? Why do you enjoy that? Yeah, I just think it's fun. It's fast-paced.

Starting point is 00:12:36 I like it's an interesting mix of, I don't want this to sound too highbrow, but intellectual work and just emotional and sales work, if that makes sense. Like for sure, we look at the financials, we have a story as far as strategy. So there is that aspect, but then coming into and figuring out who is our right buyer, why are they potentially, an avatar or whatever, why is this like what our right buyer is going to look like? And then interacting with that buyer. I just think it's fun. It's an interesting mix. And I've been doing it, you know, my whole professional career.

Starting point is 00:13:10 So, you know, I guess I'm sort of in that lane. Yeah. So it's interesting, all the stuff that goes into M&As. What are the most important things sellers can do to achieve a successful M&A exit? That's a great, great point. We've been talking about like, I am mostly focused on the transaction. So there is this whole industry that's popped up around exit planners that sort of tell you the same things I'll tell you to do, but they will hold your hand while you actually implement these things over a two to

Starting point is 00:13:39 three year period. And that's fantastic for accountability and things like that. But generally what we're looking for, right? Stable or growing revenue, as you can imagine, stable or growing profits. You don't want to be overly reliant on any one or two customers. Generally speaking, we want no customer to account for more than say 10% of sales. And then we do want high quality financials. Again, I'm in that market where we're not a public company with gap accounting and audited financials. Again, I'm in that market where we're not a public company with gap accounting and audited financials. And so the more you can lock your financials down and the more confidence your buyer can have in those financials, you're likely to get a higher purchase price. And that's one of the things that we talk about. If you see a company in the middle market,

Starting point is 00:14:19 you may say, hey, a company for this price trades between 7.2 and 8.2X, what's the difference? The difference is, one of the differences is if your financials are something the buyer can believe in, you're much more likely to be towards that 8.2 end than the 7.2 end. So it's super important. What else do we need to talk about here that we've got? What should sellers look for in an M&A advisor or investment banker when they're talking to folks like yourself and trying to figure out how to do what they need to do? Yeah, and I did want to add one more thing to the last comment, too, is owner dependency is a huge issue. If the business is 100% about you, you're going to have a very hard time selling it. So that's, again, something that can be changed overnight, but in the three years, you know, moving up towards a sale, give that VP more,

Starting point is 00:15:09 more interaction. And for sure in sales is the key thing, like for whatever reason, owners love to hang on to those sales relationships. And that really scares buyers because their first thought is, you know, if, if Sarah's no longer with the company or customers, X, Y, and Z, who are the biggest customers, are they still going to deal with the company? So that's huge. But yeah, turn into advisors. I think you want to look for somebody that's energetic and passionate that's been doing it and definitely has experience. We are industry agnostic, meaning we work across industries.

Starting point is 00:15:40 Candidly, I just think it's fun to learn about new industries and tear into them. But you absolutely want to make sure that your advisor is someone that can understand your industry and leverage it. And for sure, if you're torn, but this is speaking against my interest in some situations, but if you're torn between advisors that you like equally and one has deep industry expertise and the other does not, for sure, go with the person with industry expertise. I think that's super important. Like I said, we're sort of across the gamut in industries, but we do a lot in tech, industrials, healthcare, and actually renewable energy. And so those are areas that I feel particularly comfortable. Like I said, a little bit against my interest because I love learning

Starting point is 00:16:16 about new industries, but that's something to think about. Definitely. What are some big mistakes that you see a lot of sellers make or people prepping their business? Yeah, for sure. I think prepping can get relatively mechanical. Like I said, we can give you those checklists of things to do. And if you execute on those checklists, we should be in pretty good shape getting ready to go to sale. I think one of the things to think about is that we see that owners take a long time to decide that they want to sell, particularly founders, or if it's a family business, or if you're retiring out of the business, it's a huge decision. I get that it takes time, but once they come to that decision, they want to move very quickly and skip steps. And I have to put the brakes on and say, no,

Starting point is 00:17:02 we're not going to start reaching out to buyers before we have marketing materials, before you give me the information I want for a data room, because that makes us look disorganized. And like I said, that's the most charitable view, potentially trying to be untransparent or deceitful is the less charitable view. So we definitely want to work on that. I would say, you know, one of the big things that I work with with sellers is that generally speaking, one-sided deals just don't get done. And so I love to talk to you about this. Obviously, you're never split the difference, but in my experience, you know, we cannot optimize every single variable and expect to get a deal done. In other words, what that looks like to me is a seller saying, I want the absolute highest price. I want it to be all cash at closing. I want

Starting point is 00:17:51 to be liable for nothing post-closing and on closing day, I'm out. I'm going to say, good luck, Mr. Buyer, I'm gone. Now we can prioritize some of those things and play with them to get an overall optimal picture, but we for sure can't maximize all those variables at once because at the end of the day, the deal's got to work for the buyer too. Yeah, most definitely. You do several different sell sides, M&A. You do the auction processes, negotiate transaction, and advisory. Can you walk us through what those mean and how they involve? Yeah, for sure. So the advisory is more just us sort of talking sellers through what they need to get ready for sale and sort of giving them strategic advice. An auction process is what you typically think of, or if you think about M&A, it's what you typically think of. In other words,

Starting point is 00:18:41 you say, hey, Scott, I'm ready to sell. We come up with, we put together the marketing packages and all that. We come up with the list of between, depending on your confidentiality concerns, et cetera, anywhere from 10 to 500 companies or so that we're going to reach out to or funds that we think could be a good buyer. A negotiated acquisition refers more to one-on-one. Hey, Scott, this PE firm reached out to us. They want to buy us. We need someone to come in. They're professional negotiators, professional dealmakers. We need someone to come in and help us on our side so we can meet their level of expertise. A lot of times, the first thing we do is we flip those one-on-one deals into sort of a quiet, quick auction process. Because we find that even if that PE firm that, you know, reached out to you via cold email, even if they are your ultimate buyer,

Starting point is 00:19:33 you can keep them honest by having a couple other interested parties in the rent wings that'll put pressure on their offers to come up above, you know, what they view as a potential floor. All right. Pretty interesting stuff, Ben. Now, on your guys' website, you guys also talk about doing in capital raising and corporate finance. Do you guys do that and help out with that, I guess? Yeah, for sure. We definitely do capital raising. We do it a little bit less. We mainly, as I sort of spoke about earlier, we mainly focus on equity capital raising. Generally, it's for more mature companies, not startups. That's just a function of, for the most part, venture capitalists, someone like me not to be involved and not to have fees associated with the

Starting point is 00:20:14 deal. But for mature companies, if you are looking to expand, bring a new product online, something like that, we can definitely help. And we've done that quite a bit. Nice. And then you have an owner and founder advisory. Is that something I could tap into? Let's say I'm not at 3 million sales or what was your minimum? 3 million earnings, I think, or something like that? Yeah. And those are rough. I mean, for sure, if it's a founder I like, an owner I like that's a reasonable person, we're flexible on that. But yeah, just rough guidelines. But yeah, we're more than happy to talk to founders and help them strategize on particularly on how to get to where they want to be as far as an exit goes down the road. And it is, you know, we've talked about this a bunch today, but it is one of those things that the more you can plan, the better, it is not good to find

Starting point is 00:21:00 yourself in a situation where for whatever reason you need to sell tomorrow. So interesting, interesting. Because one of the things I discovered on the show, we had some people start coming on that talked about when you start up your business, get it prepared for a sale, an exit. And I'd always been an empire builder all my life. I never really thought of it that way. I wanted to build an empire of companies and retire that way. And 2008 kind of changed that whole thing by wiping out everything. Our main flagship was a mortgage company. So, good investment there. Yeah, in 2008.

Starting point is 00:21:40 That's actually when I started working. It was 2008 and we all got we all actually spent time got sent to litigation instead of m&a for about six months because that's where the work was in 2008 for sure yeah yeah but and it wiped out all of our companies i mean just it was like everything just kind of came to a dead stand still there it was crazy i mean my friends are like my friends are like if it came out on the news that you'd become an international gun trader, whatever, a gun weapon guy who was selling them on the open market, we wouldn't be surprised because you tried everything to stay alive during 2008.

Starting point is 00:22:15 But someone came on the show, I think they wrote a book called Exit Rich, and they talked about preparing your business from the very start, from the way you business license and all that sort of stuff, making sure that you're prepared to exit. And that's when the light first went on. I was like, geez, I've been an idiot this whole time. If I would have sold out some of my businesses at the top before the 2008 crisis, I would have done pretty good. I had a three to four multiple. Yeah, I was sitting pretty.

Starting point is 00:22:45 But this is something people need to think about. And with what we were referencing earlier, your advisory, I would suggest that it's smart for owners to check in early on in the process of building their companies, especially once they see that they've got things caught legs and you're scaling quickly and stuff. Get advice as you scale because you've really got to prep for this sort of thing. You've got to have some good advice, I think, in making sure that all your ducks in a row. So when that time does come to sell, because imagine sometimes sales are forced, right? Sometimes it's a health issue, the entrepreneur, sometimes maybe it might be a family or a death,

Starting point is 00:23:26 you know, where, you know, there's a mean sale that needs to happen you may not have your prep down right and yeah they call them the dismal d's i think there's seven of them i can't i can't name don't test me but it's like death divorce i can't come up with you know whatever i can't come up with all of them but and i think one of the things that, you know, those events can catch you off guard. And if it happens, you do want to be ready or preferably you sell on your own terms. But I think one of the things to stress too, is the things that make a business attractive to a buyer also make your business more fun to run. So if you're the owner with your hair on fire, with everything coming through you, right?

Starting point is 00:24:04 No buyer is interested in that. And that's also very stressful and miserable for an owner. If you can offload that work, delegate it, make it a real business, that also makes it more fun to run if you do not sell. So that's definitely something to think about. And I think there's sort of two levels of optimization here if we're building with the end in mind. Some of us find ourselves in certain industries that for better or worse, that's what we're stuck with. I mean, in other words, if you've done, you know, you've operated printing businesses since you were 16 years old, that's probably the industry you're in, right? But if you're starting something new,

Starting point is 00:24:39 you may want to look at what are attractive businesses for buyers. Like for instance, you know, if you're looking at services businesses, is this something that people only buy when the economy's good or do people need it all the time? Washing clothes or something. Is this a business that has recurring revenue where every month somebody landscaping, they pay you a hundred bucks a month or whatever it is where you live to get your guard mode. Is there an available labor pool for that? So you can start looking at these criteria that make a good business. And that's a great way to start if you have some flexibility with respect to industry. Yeah. How much do you think I get on a multiple for my only fans channel? No, I'm just

Starting point is 00:25:20 kidding. Yeah. Yeah. I think Chris, that's super owner dependent. You know, we can't just put, I don't know if they're called models. We can't just sub you out with another model, you know, and it'd have the same traction. So I don't know.

Starting point is 00:25:34 I'm willing to stay on with my thong. Yeah. Well, you know, it's kind of like Joe Rogan. Only it's an only fan channel. We just, you know,

Starting point is 00:25:44 there's a pole dancing and I don't know what. Anyway, there's still a lot of OnlyFans callback jokes on the show, so that's great. Owner flexibility. I like to hear an owner who's, I'm willing to leave, I'm willing to stay, flexible in other aspects too. I'll dance. I mean, that's kind of what the whole show is.

Starting point is 00:26:02 That's what we want, for sure. If you're out there googling chris voss's only fans channel shame on you that's disgusting that's a callback joke on the show people we've been doing it for years anyway defense jokes the jokes that never end that always pay off there's a joke there somewhere i think too anyway what have we maybe discussed about what you guys do on your website and your services that are not OnlyFans related. Yeah. I mean, obviously most of our practice is OnlyFans focused, but we do some work in other areas. No, I think overall, we find that for our clients, it can be an emotional process.

Starting point is 00:26:42 And one of the things, particularly, like I said, for those non-professional clients, if you're not a PE firm, a professional investor, one of the things that sellers, buyers, sorry, are definitely going to probe is if you're actually serious about doing a transaction. And I think there's definitely markers that they'll look for, but buyers want to be sort of sure that you're, you've got a vision for life after closing because they don't want to waste their time. They also don't really, certainly don't want to find you opening up shop next door as soon as the non-compete period runs out. So that's one thing that they're looking for and sort of managing, you know, for a lot of owners, their business is indeed their identity, right? And so coming up

Starting point is 00:27:25 with a vision for yourself on what you're going to do afterwards can be very, very important in sort of both convincing the buyer that you're serious about doing a deal, but also just readying yourself for a huge transition. Yeah, get ready for it. So give people a final pitch out on how they can onboard, how they can reach out to you and find out more. Yeah, for sure. Our website, you know, it's CRPacificPartners.com. Long name, but everything's spelled as anticipated. You can get me at Scott at CRPacificPartners.com. Our phone number is 916-234-3667. We're happy to help. You know, I love talking to sellers and, you know, it doesn't, you don't have to be ready to sell tomorrow. We talk to people

Starting point is 00:28:03 years and years out from when they do a transaction. So we're, we're more than happy to be a partner, not just at that point when you're actually ready to pull the rip cord or go out and raise capital. Yes. Thank you very much for coming to the show. We really appreciate it, man. Thank you. Yeah.

Starting point is 00:28:18 Thanks for having me. Appreciate it, Chris. Thanks Scott. And thanks for honest for tuning in. Go to goodreads.com for chest Christmas, linkedin.com for chest Christmas, Christmas one on the tick tockety all those crazy places in the internet. Go to Goodreads.com, 4chesschristmas, linkedin.com 4chesschristmas, christmas1 on the TikTok and all those crazy places on the internet. Be good to each other. Stay safe. We'll see you

Starting point is 00:28:30 next time. And that should have us out.

The Chris Voss Show - The Chris Voss Show Podcast – Mastering M&A: Scott Weavil’s Tips for Selling Your Business

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