“Do what you do not know what to do” may seem a tongue twisting paradox, challenging to articulate but far more difficult to action as is the reality of change. The decision to sell a business is complicated. It is doing something in which you don’t have much experience. It is doing something that you […]
It’s only agreed when it’s all agreed – M&A Deal Making
M&A negotiations can become acrimonious when you get to finalising detailed documentation. This often arises due to surprises in DD or differences in understanding of a letter of offer, or, the letter of offer misses important items. This may cause delays and changes to price with the deal eventually called off. Significant costs are incurred […]
Formula or Number when Pricing M&A Deals?
Should business sellers use a formula or number when pricing M&A deals? Prospective buyers and sellers each have their own methods, rules, calculations and process for determining prices, values and offer ranges. Offers may be structured as a calculation of past and future earnings. For example, one buyer may value a company on trailing twelve […]
Buyer Exclusivity in M&A Deals, What are the Risks?
Virtually every M&A deal has a buyer exclusivity period meaning that the seller agrees to discontinue marketing and to stop actively looking for buyers. This is also known as “no shop” period during which the seller agrees to exclusively court the selected buyer preventing their soliciting, negotiating or entering into agreements with other buyers. There […]
Business Sale Price Multiples
Business sale price multiples are functions of “factors” such as earnings, EBITDA, EBIT, revenue or some other multiplier, neither of which are “set in stone” and are not precise. Factors and multiples vary with every business sale depending on many issues and the structure of each unique business deal. In pricing a business using EBITDA […]
When to Sell a Business, an Owners Dillema?
“When to sell a business” is a question often on the mind of business owners. The quick answer from a veteran owner of many businesses is “the best time to sell is when nobody wants to sell”. When business is good, owners tend to hold on to them despite their being many buyers with strong […]
M&A Buy-Side Fees, Risks and Challenges
For M&A Advisors, buy-side representation is inherently more problematic and risky than representing a sell-side client. On the sell-side, an advisor is representing something other people want (always an advantage). When representing the buy-side, we are trying to acquire something someone else owns and perhaps others are interested in too, obviously not as good a negotiating […]
M&A Success Fees Explained – (Sell-Side)
In order to maximize transaction value, Middle Market sellers and their M&A advisors know that it is in their mutual best interest to reasonably compensate advisors, this typically includes M&A success fees. Where M&A success fees and retainer fees are too low, good advisors will generally walk away from the opportunity with the seller probably […]
M&A Intermediary Services Agreement Explained (Sell-Side)
For privately owned middle market companies the sale of a business is often complex, influenced by the type of business, the market, the buyer, deal structure and potential liabilities. Most deals are unique regarding price and price structure, earnouts, escrows, employment contracts for owners, the owners’ personal tax position, intellectual property ownership, business properties and […]
Anyone Can Do M&A – Right?
A middle market business owner who chooses to represent himself in the sale of his own business will never know the value of the offer never received, or the deal terms that never were negotiated or the financial sum he left on the table. Why do owners shun M&A Advisor or engage inadequate inexperienced professional […]