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Webinar Video: Now That the Valuation is Set, Here's Where You Will Win or Lose the Deal

 

 

M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those open issues. 

  1. Stock versus asset deals, which is really better?
  2. Tax elections = dirty words
  3. Monetizing the real estate portion
  4. Protecting yourself with employment and consulting agreements
  5. Seller notes and earn outs – never say never
  6. Escrows, who needs them?
  7. Winning the net working capital fight
  8. Your indemnification of the acquirer
  9. How the disclosure schedules protect you
  10. Can reps and warranties insurance assist you?
  11. The inevitable non-competes
  12. Meet the Grim Reaper of your sale process- Delays

You can also watch it here on Vimeo:
https://vimeo.com/282908864

Hosted By:
Clinton Johnston
Managing Director
Benchmark International

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4 Things I Can Do to Replace Myself in my Business

As a business owner, you sacrifice a great deal of time and hard work to bring your business to success. As the business grows, your workload does too. You start in the front driving innovation and sales, then you end up in the shadows working on daily operational tasks, often obligatory, just to keep things afloat. You know you’re needed to keep the business running, but you want to make sure it continues to operate efficiently if you aren’t around.

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Life After Sale

There are a myriad of reasons why you might look to sell your company: retirement, further resources are required to grow, or it is an opportunistic time. Whatever the reason, this is likely to be the pinnacle of your career as the amount of time and money invested into your business will come to fruition when it sells, securing the future for you and your family.

But what happens after a sale? The business which you have invested years into, and the place where you spent the majority of your time, has passed on to somebody else. You may have made a tidy sum of money from the sale, which many people would be satisfied with as they may never have to work again and be able to live in the lap of luxury, but once the holiday of a lifetime has been taken, what then?

And what about how the company will thrive going forward? This is maybe something that you have grown from the beginning, and you want to see its continued success, as well as ensure the future of your employees who have been loyal to you.

At Benchmark International, we understand that there is life after the sale of a business and so structure a shareholder’s exit to suit both them, and the welfare of the company going forward.

The following are companies which Benchmark International has sold and structured the deal to allow for a successful life after a sale for both the shareholder(s) and the business.
ROC NORTHWEST

ROC Northwest had been established for nine years before the shareholders, Hilary and Glyn Waterhouse, decided to sell. They had built up a company which provided education, residential, and domiciliary care services to young people with emotional and behavioural difficulties, autism spectrum disorders, learning and physical disabilities, and those with challenging behaviour issues, from seven properties throughout the north west of the UK.

They had a vested interest in ensuring that the company was sold to the right acquirer, not just to ensure that the welfare of the young people in their care was maintained, but also to ensure that the staff that had been loyal to them remained in employment. As such, a large number of interested parties were presented to ROC Northwest and the shareholders were able to choose the acquirer which best fit their ideals. Commenting on the acquirer’s plans going forward, Glyn said:

“We actually sold the company to a firm called CareTech Holdings PLC. They wanted to keep our managers, they wanted to keep the staff, they wanted to keep the homes. In fact, they didn’t want to change anything about the business. It was very important because once you start a business from scratch, you want that business to succeed; you’ve got loyalty from your staff, and you want the staff to be in place and have their jobs, so it was very important that we found a buyer that followed that ethos and allowed us to continue the hard work that we were doing.”

The shareholders at ROC Northwest wished to sell the company as they were looking at other business opportunities and wanted to spend more time together as a family. As this was the case, Benchmark International negotiated a seven figure deal with the majority forming a cash payment on completion. Now, Hilary has been able to purchase an equine business and has a total of eleven horses, growing from two.

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Upcoming M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

July 26th @ 10am EST

Register Now >> http://bit.ly/2Nvampu 

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those
open issues. 

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The Benefits of Choice in Formal M&A Process: Partnership Essentials

After an M&A deal has been concluded, it is unusual for the seller to depart a business immediately. Whether it is a short-term work out or a longer-term growth plan, invariably there will be is a period in which the buyer and seller will operate in partnership.

In all partnerships, be they personal or professional, the ability to achieve the outcomes and aspirations sought relies to some degree upon the compatibility of the individuals. Almost all studies on the essential components and attributes of successful partnerships, unsurprisingly, conclude that the dynamics of a partnership are determined by the same criteria as any relationship, namely, the personalities involved.

The reason for failed M&A transactions has been studied extensively by academics and professionals alike, but these studies contain little to no data comparing the success and failure rates of transactions concluded with the aid of a formal competitive M&A process and those without. However, common to almost all studies of failed M&A transactions, and often deep into the reports, are cursory references to cultural integrations, yet these are rarely addressed or understood during negotiations.

To truly understand whether the fundamentals for an effective and successful partnership exist in a new relationship is not simple, but it is an exercise that can be explored in the context of a process that exposes the business owner—the seller—to choice. It is a common misconception that the M&A processes only generate choices through the creation of price competition.

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The Drained Business Owner: How to Gain Your Start-Up Passion Back

Running a business is a romantic fantasy built on expectations of immediate gratification. People who venture on their own to start a new business are excited by the prospect of creating their own schedules and doing what they love. The hard work necessary; however, to build a business up and keep it running are often underestimated. Many business owners reach a point of burnout and lose their original passion. This is something that is hard to envision from the start because of the initial excitement.

As a business grows, the responsibilities of the owner often shift from doing what he set out to do: his passion, to doing behind-the-office tasks such as HR tasks, managerial tasks, dealing with legal issues, operational issues, etc. The more the business grows, the more the owner gets enveloped in these tasks. It can be disheartening to get separated from one’s passions, but how can one be reunited with the tasks he knows and loves?

If you feel you aren’t as close to your passions as you were before, there are some strategies you can implement into your business and your life to help you regain control of those passions and utilize them again.

 Take Some Regular Time for You

It is important to stay connected with yourself to maintain balance and obtain satisfaction in what you do. So, make time to do things you enjoy. Start a new hobby; start exercising regularly; watch a new movie; read a book. You need time for you and you need time to unwind and relax, so you can start each day with a fresh outlook. We have all heard the expression “you can’t pour from an empty cup.” It’s true. If you are not giving time to yourself and being mindful of your individual needs, you won’t perform your best in your business. Relaxation breeds innovation. A maxed-out body and mind cannot perform well. You will get burned out and your passion will dwindle.

 Set Boundaries, and Stick to Them

Work is just that: work. So, set specific time frames for work. This is related to needing time for yourself, but this is also related to having a set routine. Work stress can spill over into your life at home if you don’t set boundaries. Things run smoother when you separate your work life and your personal life. Consider not taking any work-related phone calls after a specific time, and decide a maximum number of hours you will dedicate to the business each weekend.

Be diligent in doing this and make it a priority. Odds are you won’t be any more useful to the business by forcing yourself to stay late and go on little-to-no sleep day in and day out. That will make you burnout even faster.

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Giving in Order to Receive

A recent article in the Harvard Business Review made a perhaps surprising conjecture: that as far as mergers and acquisitions are concerned, those companies that focus on what they’re going to get from an acquisition are less likely to succeed, in terms of the deal outcomes, than those companies that focus on what they can give to the process.

Acquiring companies being in ‘take’ mode was a dangerous place to be, it claimed. Indeed, corporate giants are not immune from this conundrum either, if we think about, for example, Microsoft and Google wanting to get into smartphone hardware in ‘taking’ from Nokia and Motorola respectively.

A buyer in ‘take’ mode means that the fortunate seller can increase price, especially if there is more than one potential buyer in the picture, and effectively remove the future value of the transaction. Buyers on the take, really knowing what they want, are also more prepared to pay top dollar – which, in and of itself, poses a problem in eventually getting a good return. But companies with a ‘getting’ focus also tend to lack adequate understanding of their new markets, making failure even more likely.

Having something to give to the deal, however, really benefits outcomes. This could mean anything that makes the acquired company more competitive in its market, and especially if the buyer is the only partner who can offer this new competitive edge.

The much-talked-about Harvard Business Review article listed four main ways that the ‘giving mode’ buyer can increase the competitiveness of the bought company and ultimately secure better outcomes on the deal:

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Upcoming Webinar: What to Expect When Selling Your Business

June 26th @ 11:00am EST
Register Now > http://bit.ly/2xZBVU8
 
Selling a business is perhaps the most complex exercise a business owner can undertake in their lifetime. Too often, attorneys, buyers, and others take for granted that the seller has an understanding of the steps, the risks, the timing, and the other aspects of the process. In this webinar we will lay out the key aspects of the sale process from start to finish in a format tailor-made for the uninitiated owner. This will be an entry level discussion requiring no prior deal experience, no legal background, and no knowledge of accounting.  Specifically: 
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What to do With Your Business to Make it More Appealing in Light of the Baby Boomers' Crisis

What options are there for you when looking to retire? The three main ones are to sell, pass the company down to family or to shut it down completely.

The latter may seem dramatic and not sound so appealing, especially after years of establishing a business and investing copious amounts of time and money into the venture. Unfortunately, for the baby boomer generation, it is increasingly likely that this could happen if a well thought-out succession plan is not implemented.

There is much speculation as to why there is a succession crisis – here are a few possible scenarios as to why this has happened:

THERE IS NO ONE IN PLACE TO TAKE OVER THE BUSINESS

The generation after baby boomers, Gen X (typically those born between the early 1960s and early 1980s) are not as numerous as their predecessors. The generation after, millennials (typically born between the early 1980s and the millennium) are generally not yet of an age to take over a business.

RAPID CHANGES IN AUTOMATION & TECHNOLOGY

Those Gen Xers and millennials who do want to start a business will not want to take over one they feel is antiquated. A lot of businesses now have an online offering, or machines to automate the process, and this is changing how business is done. As such, the younger generations may not want to go into a business in an industry that will not be around for
much longer.

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