Ready or not

Deborah Cole admits it’s a morbid question.

“What if you’re hit by a bus tomorrow?” became a thought she wondered often at trade conferences and peer group meetings.

But Cole embraces that question. She wishes she would’ve started thinking about it when she founded her first company in 1981. But she didn’t start thinking about it until after her father died in 1999. She believes he would’ve been mortified by the amount of work that his family had to do after he passed away.

As she navigated the logistics of her father’s death, her personal life bled into her profession. Cole, who sold Greater Texas Landscapes to The Groundskeeper in 2008, started to ask herself how the company would go on without her. She had no plans to sell her business, but she also had no exit strategy, which meant all the things needed for someone to take over her business weren’t in place yet.

“This was irresponsible of me. I wanted to know if I was run over by a bus tomorrow, people are going to be taken care of,” Cole says. “I wasn’t thinking about selling the company in 2000; I was thinking about what I should’ve thought about in 1981.”

As mergers and acquisitions stay active in the industry, Cole is just one of a few green industry entrepreneurs who can offer guidance for the next company looking to sell. Maria Candler helped sell James River Grounds Management to Five Seasons Property Management, which later rebranded as Aspen Grove Landscape Group. And Karen Siciliano still runs her company, Siciliano Landscape Company, though she sold it to Mariani Premier Group in 2023.

The decision to sell is often emotional, but beyond the emotion is also often opportunity. Siciliano’s grandfather started his company in 1935, but over nearly 90 years later, his granddaughter found a new business partner.

“For me, I was 63 years old. I didn’t have a child that wanted to take the helm, and yet I very much wanted to preserve the legacy that was created by our company and protect the employees that had been with us for a very long time, continue to service our clientele,” Siciliano says. “Keeping the name and the culture was important to me. And so, I started to think about partnering or selling so that if something happened to me, this 89-year-old business wouldn’t die.”

Sign of the times

Identifying the time to sell is tricky. Today, the M&A market is fast and furious, but that doesn’t mean it’s time for every single company to sell.

Candler, for her part, says she acknowledged she would never feel fully ready to sell. Over the years, her team — which once reached roughly $25 million in revenue — received lots of interest from prospective buyers. She admits now that there were a few times that the company ventured further down the selling process than she would’ve thought.

What sealed the deal for her was that she felt she had employees who were ready to grow their careers beyond what she could offer them. Today, post-sale, some of those folks have titles like vice president of national sales, which never would’ve been possible at a regional company.

“We could keep growing, growing, growing, or we could hook our wagon to another organization and give these people the opportunity much faster,” she says.

But what that all taught her was that it was best to always have the company ready to sell. “I still had gas in my tank,” she says now, “but I also was thinking, ‘Do I have enough for 10 more years?’”

Cole agrees. After recognizing that she needed to get her company’s affairs in order, she started the preparations for what could happen down the road. “Truthfully, I never planned to leave the company,” Cole says. “I was going to stay there until it came to a point where I was no longer relevant.”

For Siciliano, the timing was important. She felt like they were a strong company that had not only survived COVID-19 but thrived during the pandemic. Plus, there was some activity within the green industry that hadn’t been there before. “I was getting older and felt like it would be irresponsible of me not to have a succession plan in place,” she says.

Cole told a national company “No” when they came in and made a huge offer in 2004. But that helped her recognize what she wanted in a possible buyer for her company. “That fueled my interest in saying, ‘What do I want it to look like?’”

Trust the process

Cole says that when she realized she needed to prepare her company to sell, she was transparent with her employees. Still, transparency is different than going around the office openly talking about selling every single day.

“I didn’t hide anything, but it was a matter of, I want to know… people are going to be taken care of,” she says.

Cole recommends giving yourself a runway of five years to kickstart the process. She started attending trade shows and talking with other landscapers about all the options they considered when they sold, like whether they wanted to be a part of a national platform or if instead they opted for an ESOP.

Siciliano started running numbers with an accountant who had been with her company for a long time. This gave her a ballpark number on what her company could be worth if she did decide to sell. In the meantime, she started coming up with a laundry list of items that needed to happen in order for a sale to go through.

“I wanted to like and trust the people that I was doing business with because, as it turns out, that’s really, really important,” she says, adding that she listed safety records and clean financial records as her top choice.

Siciliano says another item on her list was finding a buyer who would preserve her company’s family name. “After all, we’re the brand, and it’s taken us 89 years to create an admired reputation,” she says, adding that this may not be important for everyone like it was for her.

Candler says she wanted to find a buyer who purchased companies and held onto them for a long period of time. She didn’t want to go the private equity route and didn’t want a buyer who was just in it for a quick money grab. “Nobody ever knows,” she admits, “but we wanted to make sure we left it to a stable hand.”

Batten down the hatches

Preparing to sell can make your company stronger in the short term, too. Candler recommends tightening up on administrative things like contracts and improving key performance indicators like customer retention. Candler, who says she’s helped do due diligence on other acquisitions, believes it’s important to have well-worded contracts with clients as well.

Cole agrees, adding that clear, industry-standard financials is important. She says any certified accountant should be able to pick up your company’s reports and read them without issue. This is standard across all businesses, whether you’re pulling in $2 million in revenue or $30 million. “A small company needs to act like a big company,” she says.

Cole likens the process of cleaning up the company to cleaning up around the house: Anybody should be able to walk in at any time.

“If you have your parents coming to visit, you don’t want your dirty underwear on the floor,” she says.

Siciliano recommends finding a company that aligns with your company’s preexisting values. And if you’re going to stay with your company like she has, it’s vital to find a buyer who’s not going to disrupt service for your customers during the assimilation process.

“We never lost one employee during this period of time, and the implementation, which took another six months, not just made us a bigger company but a better company,” she says.

Siciliano says one perk of becoming part of a group of brands is that she now had access to peer mentoring from other like-minded leaders at companies within Mariani’s portfolio.

“It’s become sort of the ultimate peer group. As an owner of a small business, you feel like you’re in a little bit of a silo — (that’s) no more,” she says.

Cole and Candler say the negotiations process can be uncomfortable for employees. In her case, Candler stayed aboard for four years before eventually leaving the company post-sale.

She says sticking around helps build trust with your company’s employees — it proves this wasn’t a deal done just to dump the company and move on. Three of the four partners there stayed at the time of the sale.

Candler says the company didn’t lose any employees as a result of the transaction. Still, she admits it felt weird around the office in the weeks before the deal was announced.

“Trust is such a big part of your culture, but you’re having all these back door conversations, and you have to,” Candler says. “But it felt awkward and uncomfortable.”

Cole recommends finding a few trustworthy employees in the company to spend time talking through the options together. M&A conversations can’t necessarily be discussed in full company meetings, but bringing together key stakeholders helps bring some unity to the final decision.

“I told them, ‘We don’t need to do this, but this is for our future,’” Cole says. “The decision was mine and theirs.”

The author is digital editor of Lawn & Landscape.