A buyer does not conduct due diligence simply to collect documents. The process tests the assumptions supporting the proposed transaction. Before signing the Letter of Intent, the buyer develops expectations about the company’s earnings, operations, risks, and future opportunities. The buyer due diligence review determines whether the available evidence supports those expectations. Validate the Financial […]
ABOUT THE TRANSACTION: Up-Rite Systems, Inc. (“Up-Rite” or the “Company”) has been acquired by Fletchline Inc. (“Fletchline” or the “Buyer”). Established in 1993 and headquartered in Bardstown, Kentucky, Up-Rite is a nationwide material handling installation company. The Company specializes in the installation of pallet rack and related material handling equipment. For more than two decades, […]
Business owners often want to know what their companies are worth. However, understanding current value represents only part of effective exit planning. The more useful question is what drives that value and what prevents the business from becoming more valuable. Evaluating exit readiness and business value together may provide owners with a clearer path forward. […]
ABOUT THE TRANSACTION: The Kroger Co. (NYSE: KR) has acquired The Prospect Village Shopping Center from Montfort Helm Enterprises, LLC (the “Seller”). Built in 2000, Prospect Village contains approximately 153,486 square feet of retail space. The Center is located along Highway 42 in Prospect, Kentucky. The property occupies a desirable location within one of the […]
Buyers and sellers often agree on the quality of a business but disagree on its value. Different expectations about future performance frequently create that gap. A seller may expect continued growth based on recent performance and identified opportunities. Meanwhile, a buyer may hesitate to pay today for results that have not occurred. An earnout may […]
ABOUT THE TRANSACTION: The former Lynn’s Paradise Café property in Louisville, Kentucky has been acquired by Fresh Capital Group (“Fresh Capital” or the “Buyer”). Lynn’s Paradise Café opened its doors in 1991 and became one of Louisville’s most recognizable restaurant destinations. The Café attracted a diverse clientele through its distinctive atmosphere, creative menu, and unconventional […]
Purchase price represents only one measure of a successful business sale. Sellers should also consider how transaction structure affects their after-tax proceeds. For certain owner-managed businesses, personal goodwill in a business sale may create a valuable tax planning opportunity. However, the facts must support its existence and individual ownership. Goodwill represents intangible value beyond a […]
ABOUT THE TRANSACTION: GS Marketing, Inc. (“GSM” or the “Buyer”) has acquired Traffic Builders, Inc. (“Traffic Builders” or the “Company”). Headquartered in Louisville, Kentucky, Traffic Builders is a multichannel direct marketing agency serving more than 300 automobile dealerships nationwide. The Company works with dealerships representing a broad range of automobile manufacturers. With approximately 20 full-time […]
Business owners receiving multiple offers may naturally focus on the highest purchase price. However, headline price tells only part of the story. Two buyers may offer the same purchase price while providing significantly different economic outcomes. Therefore, comparing M&A offers requires evaluating both price and transaction structure. The analysis should begin with the consideration each […]
A company’s historical financial statements tell buyers what happened. However, they may not accurately represent the earnings a buyer expects after closing. Privately held businesses often contain expenses, income, or accounting treatments that require further analysis. Normalized EBITDA adjustments help identify the company’s representative operating performance. The process begins with reported earnings. From there, an […]
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