Tag Archives: Deal Terms

Teamwork Makes the Dreamwork!

Selling a middle market business is a multifaceted process that requires tremendous preparation, patience, and strategic positioning. With the uncertainty of capital markets, the unpredictability of prospective buyers, and a business to run, business owners will find themselves well-served by assembling an experienced M&A Team to manage and execute a formal sales process. At a […]

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Define Your After- Sale Role?

When a buy/sale deal closes, many times the interests of the buyer and seller differ. Most sellers want to take all the consideration due to them immediately, and disappear. It is rare for a buyer to not want the seller to provide a seamless transition of the operations of the business just sold by remaining […]

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Brand Recognition Enhances Value?

Early orchestration of a strategy for your business’ brand will create additional value at the time your business is sold. A brand represents the face of the business; a unique and recognizable design, sign, symbol, or slogan employed to create an image that identifies a product and differentiates it from its competitors. Aside from generating […]

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Drive Value Through Operating Systems!

In addition to a knowledgeable and ambitious management team, developing innovative operating systems and procedures enhance the value of a business. Effective operating systems and procedures must be reliable, updated and maintained regularly, documented systematically, administered consistently, and adequate for growth of the business. Operating systems, or formalized business processes and procedures, are utilized most […]

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Management Team: Exit With A Deep Bench!

An experienced, motivated and stable management team is the most significant value driver of M&A transactions. Businesses with a strong management team focus on the sustained growth of cash flows and profitability, command higher valuations in the marketplace, and allow for the seamless exit of the owners. In the eyes of prospective buyers, there is […]

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Not From Concentrate!

Client concentrations may be the curse of M&A transactions. They cultivate uneasiness with buyers due to the potential loss of revenue, and raise significant concerns with major lending institutions. If a substantial percentage of a business’s revenue is generated by a limited number of clients, buyers tend to have apprehension regarding future cash flows and […]

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Earnouts: Creating Confusion or Promoting Prosperity?

Earnouts, although palatable in principle, may be complex in structure, difficult to define, and subject to unintended consequences. Thus, the gut reaction of most investment bankers to the proposed use of earnouts as an instrument to close transactions is unequivocally: “Don’t use them!” This declaration will more than likely be superseded by a full disclosure […]

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Brasch Constructors, Inc. has been acquired by A.L. Post, Inc.

ABOUT THE DEAL: Brasch Constructors, Inc. (also referred to as the “Company” and “Sellers”) has been acquired by A.L. Post, Inc. (“Post” and the “Buyers”). Established in 1989 and headquartered in Louisville, Kentucky, the Company is one of Kentucky’s leading construction companies. From new construction and site evaluation to Design-Build work, Brasch Constructors continually exceeds […]

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U.S. Nut and Bolts has been acquired by Nebraska Heavy Industries

ABOUT THE DEAL: U.S. Nut and Bolts (the “Company” and “Sellers”) has been acquired by Nebraska Heavy Industries (“NHI” or the “Buyers”). Headquartered in Louisville, Kentucky, the Company, a full service fastener distributor, has served the commercial, industrial and manufacturer sectors for nearly ten years. Nebraska Heavy Industries, a Lincoln, Nebraska-based conglomerate, has interests in […]

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Private Markets: Stop the Clock!!

According to Robert T. Slee, an investment banker and influential author of Private Capital Markets: Valuation, Capitalization, and Transfer of Private Business Interests, US private markets operate on a 10-year transfer cycle, and mid-market companies are currently in the midst of unprecedentedly high valuations and a pre-recession earnings boom (Seller’s Market). Slee’s corroborated data suggest […]

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BURGER KING® has been acquired by Carrols

ABOUT THE DEAL: Carrols Restaurant Group, Inc. (“Carrols”) (Nasdaq: TAST) has acquired six BURGER KING® restaurants in Kentucky and Indiana. Headquartered in Western Kentucky, the franchisee owns and operates six restaurants, and employs nearly 180 people. Over the last thirty years, the franchisee has built a talented workforce and a loyal, consistent, and predictable customer […]

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Did You Get What You Paid For?

Generally Accepted Accounting Principles (GAAP) are a framework of accounting standards, rules and procedures defined by the professional accounting industry. No single reference source exists for all of GAAP; briefly, the sources of GAAP are: Accounting principles promulgated by the American Institute of Certified Public Accountants (“AICPA”) including Financial Accounting Standards of the Financial Accounting […]

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Due Diligence: It’s in the Cloud!

Upon execution of the Letter of Intent (LOI), buyers and sellers kick-start the due diligence phase of the mergers and acquisitions (M&A) process. Due diligence, a most critical step in the M&A process, provides buyers the opportunity to confirm the seller’s financials, determine the risks, establish the potential benefits and understand the overall strategic fit. […]

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The LOI: Defining “is”

When contemplating a merger and acquisition (M&A) transaction, it is important to consider each step of the deal process seriously; beginning with the end in mind. Executing a Letter of Intent (LOI) constitutes a critical juncture in the M&A process; however, if it’s that important, why is it non-binding? The importance of an LOI in […]

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Up-Rite Systems, Inc. has been acquired by Fletchline, Inc.

ABOUT THE DEAL: Up-Rite Systems, Inc. (also referred to as the “Company” and “Sellers”) has been acquired by Fletchline Inc. (“Fletchline” or the “Buyers”). Established in 1993 and headquartered in Bardstown, Kentucky, the Company is a nationwide rack installation company; dealing exclusively in material handling equipment installations. Located in Springfield, Tennessee, approximately thirty miles north […]

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The Prospect Village Shopping Center has been acquired by Kroger

ABOUT THE DEAL: The Kroger Co. (NYSE: KR) has acquired The Prospect Village Shopping Center. Built in 2000, the Center is approximately 153,486 square feet, and anchored by a newly renovated Kroger Marketplace. Located on Hwy 42 in northeast Jefferson County in Prospect, Kentucky, the Center is conveniently located in one of the most affluent […]

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Traffic Builders has been acquired by GS Marketing

ABOUT THE DEAL: GS Marketing, Inc. (“GSM” or the “Buyers”) has acquired Traffic Builders, Inc. (the “Company” or “Sellers”). Headquartered in Louisville, Kentucky, Traffic Builders is a multichannel direct marketing agency servicing over 300 automobile dealers of all manufacturer types across the United States. The Company, with approximately 20 full-time employees, is an expert in creating […]

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Lynn’s Paradise Café has been acquired by Fresh Capital Group

ABOUT THE DEAL: Lynn’s Paradise Café (also referred to as the “Café” and “Sellers”) has been acquired by Fresh Capital Group (“Buyers”). Opening its doors in 1991, in Louisville, Kentucky, Lynn’s Paradise Café created a unique setting that has continuously attracted a diverse clientele from around the world. The Café has always made customers feel welcome; presenting […]

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Know When To Hold ‘Em

Exiting a business at its highest value requires business owners to have a deep understanding of their business, their industry, and the marketplace at large. As the publisher and businessman Malcolm S. Forbes said, “the best vision is insight.” Timing the market necessitates a business owner’s ability to recognize the not-to-often phenomena of “in the […]

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Earn-Outs: A Viable Solution

A major point of contention between buyers and sellers in M&A transactions is the purchase price. Earn-out agreements provide buyers and sellers with an effective technique to “bridge the price gap.” Although opinions and experiences vary widely, carefully structured earn-outs can mitigate risk and successfully meet the needs of both buyers and sellers. Risk reduction […]

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