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Buy-Sell Agreements Insights
Creative deal structures and deal terms move to lower middle market
January 24, 2022 / in Buy-Sell Agreements, Sell a Business / by Al Statz
When selling your business, price is not the only important factor you’ll negotiate with a buyer. The deal structure includes a wide range of considerations from transaction type, ownership and payment structures, working capital, assurances, timelines, and more. What we’re seeing in the market right now is a rise in creative deal structures. These are non-typical solutions that help dealmakers bridge some sort of gap between the buyer and seller. If properly negotiated, these structures …
How 100 minus 90 equals 20
December 7, 2021 / in Buy-Sell Agreements, Exit Planning, Sell a Business / by Al Statz
Here’s a story of how 100 – 90 = 20. We recently represented some owners who had lots of options when it came to selling their business. They had a high demand manufacturing operation, and buyers wanted in – offering everything from minority or majority investments to full exit options. At first, the sellers thought they wanted a full exit, all cash at close. If they were going to give up control, they figured it …
M&A Advisor Tip – Know Your Priorities
October 26, 2021 / in Acquire a Business, Buy-Sell Agreements / by Al Statz
The market is still strong, and sellers are receiving multiple offers, but the buyers they choose aren’t always the ones with the biggest checks. Would you take a lower price to ensure that the buyer’s culture fits yours? How about a million-dollar price cut if it meant getting all cash at close and avoiding years of seller financing? Or trading $100,000 in salary to for an extra $1 million in sale price? Sellers face these …
M&A’s dirty playbook
September 23, 2021 / in Buy-Sell Agreements, Exit Planning, Sell a Business / by Al Statz
If you work in M&A, you can take a class on how to take advantage of people. It’s true! Buyers can go through mergers and acquisitions training, at some of the most prestigious universities, learning how to pay as little as possible for a family-owned business or privately held company. M&A transactions are complex, and it’s natural that buyers and sellers will have some competing interests. When both parties come to the table in good …
Valuation of Intangible Assets
May 12, 2021 / in Buy-Sell Agreements, Exit Planning / by Victor Vazquez
As a follow-up to our posts “Profit from Intangible Assets in a Business Sale” and “Understanding the Value of Intangible Assets”, this post offers answers to the question, “How do you value intangible assets?” In one of these posts, we looked at a simple example for valuing the Bayer tradename associated with its sale of aspirin using a simple capitalized earnings approach to a likely royalty stream. While the valuation of intangible assets is the …
Selling Your Business in the Covid-19 Era
October 22, 2020 / in Buy-Sell Agreements, Exit Planning, Sell a Business / by Louis Cionci
Business owners contemplating a sale may be asking the question: Is this a good time to sell my business or do I need to wait until the Covid-19 economic disruption is over? Let’s explore three interrelated factors to help an owner answer that question for their situation. Market Conditions Are their buyers for my business during this pandemic? Yes, there is no shortage of buyers for well-run companies. That statement was true before Covid-19 and …
“Closing of the Books” to Allocate Income on S-Corp Ownership Change
May 30, 2019 / in Business Valuation, Buy-Sell Agreements / by Al Statz
As brokers and appraisers of closely-held and family-owned businesses, we work with a lot of S-Corporations. When S-Corp shares transfer subject to a buy-sell agreement, the valuation date, trigger date and transaction date rarely fall conveniently at the end of a year. That’s no problem for valuation experts. We can determine value as of any date. But what’s the fairest way to allocate taxable income among S-Corporation shareholders in a year in which ownership changes? …
One Business Appraiser that All Parties Know and Trust
November 10, 2018 / in Business Valuation, Buy-Sell Agreements / by Al Statz
Jointly retaining a single trusted business valuation expert in disputes over value is becoming increasingly common as owners seek ways to streamline the valuation process, protect their companies and control costs. Naming one appraiser in buy-sell agreements is also becoming more popular. In this slightly long-winded rant, I will discuss the pros and cons of using one appraiser that all parties know and trust, and explain why you should give serious consideration to this option. Where …
Four Questions Your Buy-Sell Agreement Should Answer
January 8, 2018 / in Buy-Sell Agreements, Exit Planning / by Al Statz
A buy-sell agreement is a common contract between shareholders that both restricts ownership and facilitates the transfer of shares in a closely-held company. The other shareholders or the company become the buyers (marketplace) for what would otherwise be highly illiquid stock. Every buy-sell agreement should answer four fundamental questions: 1. Who is the purchaser? Generally, buy-sell agreements take one of three approaches to determining who the purchaser will be: Redemption, Cross-Purchase or Hybrid. In a …
Does My Buy-Sell Agreement Establish Value for Estate Purposes?
December 20, 2017 / in Business Valuation, Buy-Sell Agreements, Exit Planning / by Al Statz
Buy-sell agreements that contain a clause that values stock at less than fair market value can be disregarded for tax purposes. It is important to consider the requirements of Internal Revenue Code (IRC) Section 2703 when developing an estate plan involving business interests in which 50% or more of the stock is family owned. Section 2703(a) states that a shareholder agreement (entered into after October 8, 1990) that allows for the acquisition or transfer of …
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