why should i use a business broker?

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MINNEAPOLIS 1300 Godward Street NE, Suite 6000 Minneapolis, MN 55413 612-455-0880 SAINT PAUL 3212 Rice Street Saint Paul, MN 55126 651-484-2677 CHICAGO 8745 W. Higgins Road, Suite 220 Chicago, IL 60631 773-243-1603 MILWAUKEE 330 S Executive Drive, Suite 102 Brookfield, WI 53005 262-901-0086 LAS VEGAS 2300 West Sahara Avenue, Suite 800 Las Vegas, NV 89102 702-364-2551

MAIN STREET BUSINESS BROKERAGE

We Build Bridges Between Buyers & Sellers

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Why Use Sunbelt?

§  Largest Worldwide, National, and Regional Presence §  Confidential Proactive Marketing Brings More Buyers §  Our Unique Comprehensive Process Drives Highest Value

§  Worldwide Leader in Lower Middle Market

§  Experienced Team has led Thousands of Transactions

WHY USE SUNBELT

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Largest Worldwide, Regional, and National Presence LARGEST WORLDWIDE, REGIONAL, AND NATIONAL PRESENCE

§  Founded in 1978

§  200 + Offices Worldwide

§  1,400 Professionals

§  50 Member Midwest Team – Largest

Geographic Group

§  Sunbelt Business Advisors Specializes in

Lower Middle Market Companies with $5 to

$50 Million + in Revenue.

§  Sunbelt Sells More Businesses than any

Firm in the World

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Services & Expertise – While we know many industries…

Sell Side Engagements

Buy Side Engagements

Corporate Divestitures

INDUSTRY EXPERTISE

•  Manufacturing

•  Service

•  Distribution

•  Constr./Trades

•  Technology

•  Energy

•  Transportation

We don’t Specialize in Industries - We Specialize in Transactions

SERVICES & EXPERTISE – WHILE WE KNOW MANY INDUSTRIES

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Strategic Sales Process: Middle Market vs Main Street

MERGERS & ACQUISITIONS u  LOWER MIDDLE MARKET TRANSACTIONS u  $5-$50 + MILLION REVENUE

Typically outbound in nature—Sunbelt calls decision maker to illustrate opportunity •  Subset of team focuses

here •  Large number of team

members to make initial call and funnel to investment banker

•  Sunbelt does more strategic sales than any other boutique firm by far

•  Manpower plus leverage of Sunbelt offices internationally creates best price and terms

•  Analyst Team dedicated to identifying best buyers

•  Confidential

•  In-bound in nature

•  Buyers reach out to Sunbelt

•  Mass marketing

•  Over 10,000 listings on web site

•  Marketed through 14 web sites

•  12,000 unique buyers in database

•  Brokers match buyer needs, ability, and net worth with listings

•  Supermarket effect

•  Buyers more likely to be local or regional

•  Confidential

•  Outbound in nature

•  Strategically market and illustrate

opportunity to buyers

•  Heavy collaboration to execute

deal with precision

•  Analyst team dedicated to

identifying best buyers

•  Manpower + leverage of Sunbelt

•  Offices internationally creates best

price and terms

BUSINESS BROKERAGE u  MAIN STREET TRANSACTIONS u  UNDER $5 MILLION REVENUE

M&A vs. BUSINESS BROKERAGE

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Client Objectives

Realize your Personal and Financial Post-Closing Goals

§  Confidentially Market the Business

§  Maximize Acquisition Candidates

§  Maximize Selling Price

§  Maximize Cash at Closing

§  Minimize Tax Burden

§  Minimize Post-Closing Risks

CLIENT OBJECTIVES

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Our Unique Comprehensive Process

§  Capitalize on client control during offer stage

§  Maximizes price & terms

§  Multiple buyers keeps seller in control

§  Secures optimal tax strategy

§  Saves legal and accounting fees

OUR UNIQUE COMPREHENSIVE PROCESS

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Transaction Management System TRANSACTION MANAGEMENT SYSTEM: STAGE 1

Valuation

Engagement

Prepare CBP

Marketing

Industry PEGs Strategic Buyers Financial Buyers

Information Management

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Offer

Offer Negotiations Buyer Seller

Buyer Accountant Seller Accountant Due Diligence

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Purchase Agreement

Closing Documents Buyer Seller

Buyer Attorney Seller Attorney Closing $$$

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Engagement Timeline

ENGAGEMENT TIMELINE

Week

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Phase 1 – Planning

§  Sign Listing Paperwork §  Define Goals, Objectives, and Sales Strategy §  Obtain 3rd Party Business Valuation §  Collect Company Data §  Prepare Confidential Business Profile (CBP) §  Identify and Analyze Key Potential Buyers

Phase 2 – Marketing §  Identify and Approach Potential Buyers §  Distribute Teasers & Confidentiality Agreements §  Establish On-Going Dialogue with Potential Buyers §  Select Buyers for CBP Reviews

ENGAGEMENT TIMELINE

ENGAGEMENT TIMELINE: PHASE 1 & 2

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Phase 3 - Management Presentation §  Management Presentations §  Conduct Facility Tours §  Hold Data Room Visits §  Continued Dialogue with Potential Buyers

Phase 4 - Structuring and Negotiating

§  Solicit Formal Offers §  Evaluate Formal Offers §  Select Optimum Offer

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Phase 5 - Due Diligence §  Assist in Buyer’s Due Diligence §  Prepare Purchase Agreement

Phase 6 – Closing §  Finalize and Execute Purchase Agreement §  Disburse Funds §  Make Public Announcement if Appropriate

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Dominant Marketing

Proprietary Websites

§  www.sunbeltmidwest.com §  www.sunbeltnetwork.com

Industry Websites

§  More than a dozen sites to confidentially match your business to relevant acquirers

Traditional Advertising Brings Acquirer Traffic

§  Corporate Branding via direct mail, magazines, radio*

The Sunbelt Network

§  1,400 agents in 200+ offices worldwide

DOMINANT MARKETING

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BUYERS GO WHERE LISTINGS ARE

§  We have the largest proprietary database of business listings and buyers in the world.

§  We generate more website traffic than the franchised competition COMBINED.

§  Sunbelt has 3x the number of listings, than the competition COMBINED.

§  We have more $1M+ listings than the competition COMBINED.

§  Our API feed relationships with top, third-party websites automatically feed your

Sunbelt listings to searchable databases.

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Our 550 Deal Update Reaches Key Acquirers MARKETING: NEW BUSINESS ALERTS

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MARKETING: PROPRIETARY WEBSITES

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MARKETING: INDUSTRY WEBSITES

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MARKETING: TRADITIONAL ADVERTISING

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CONFIDENTIAL WEB MARKETING

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The Blind Profile Engages Attention BLIND PROFILE ENGAGES ATTENTION

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Confidentiality & Knowing the Acquirer CONFIDENTIALITY & KNOWING THE ACQUIRER

§  Customers §  Employees

§  Vendors

Buyers are required to sign/fill out... 1.  Confidentiality Agreement 2.  Non - Disclosure Agreement 3.  Buyer Profile

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Circles of Buyers: Further from You = Greater Value

Seller

Employees & Competitors

High Net Worth Individuals & Small Buying Groups

Private Equity Groups

Strategic Acquirers

Closest to

Seller (see the least value)

Furthest from Seller

(see the most value)

CIRCLES OF BUYERS: FURTHER FROM YOU = GREATER VALUE

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Sunbelt’s New Circle of Value – The NON-OBVIOUS

Targeting Strategic Buyers §  Sunbelt creates a target list of potential bidders using

Sunbelt’s market research capabilities and gathering input from Seller.

§  Waterfront coverage on PEGs and within your Industry.

Private Equity Groups

Strategic Acquirers

NON-OBVIOUS BUYERS

“Bench Markers”

EVERY INDUSTRY – EVERY COMPANY HAS NON-OBVIOUS or HIDDEN BUYERS

NEW CIRCLE OF VALUE: NON - OBVIOUS BUYERS

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Valuation Multiples are Driven By Risk & Growth VALUATION MULTIPLES ARE DRIVEN BY RISK & GROWTH

§  Growing Industry §  Proprietary Product/High Barriers to Entry §  Strong Brand §  Intellectual Property / Patents §  Consistent and Growing Revenues &

Earnings §  Customer Diversity §  Management in Place Post Closing §  Audited Financials

§  Declining Industry §  Commodity Products §  Inconsistent Revenues and

Earnings §  Heavily Dependent on Owner §  Partial Sale/Divestiture §  Low Barriers to Entry §  Large Customer Concentration §  Low Repeat Customer Factor §  Compete on Price

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BANK FINANCING & SELLER FINANCING

§  Banks restrict the largest pool of buyers §  Every Dollar Gained In Recast Earnings Equals Multiple Dollars In Sales Price §  Every Dollar You ‘CAN’T COUNT’ because of a bank costs you Multiple Dollars

POPULATION OF BUYERS

HIGH NET WORTH INDIVIDUALS INDUSTRY BUYERS

OTHER

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ADVANTAGES OF SELLER FINANCING

Certainly, you would not want to offer financing to just anyone. We will show you how to

conduct due diligence on a buyer by checking business experience, financial resources and

other factors.

Offering financing for credible buyer will help you by: §  Getting you a dramatically higher sales price and overall net proceeds for your business in most cases

§  Earning you higher interest rates on the note than you would earn in a money market account

§  Allowing your business to be accessible to a substantially larger pool of buyers

§  Deferring ordinary income to a later tax year – potentially at a lower tax rate if you are retiring

§  Increasing the speed of closing by avoiding delays and price restrictions of bank financing

§  Keeps you in first lien position to reduce risk

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WHY TO ENGAGE IN SELLER FINANCING IF BANK WON’T LEND

Banks Lend on Tax Return Income Owner’s run books to pay lower taxes. Many discretionary expenses are not considered by bank loan programs.

Banks Limit Sales Price Strict guidelines and Debt Coverage Ratio formulas limit the price of a bank financed transaction.

Sales Must Be Trending Upward If your sales or profits are trending downward, SBA guidelines will likely not allow bank financing on your business.

Experienced Buyers Get Disqualified If a buyer’s occupation and work history don’t line up with stringent SBA guidelines, he won’t qualify. Buyers with

years of management experience and no direct industry experience won’t qualify for SBA.

High Net Worth Buyers are Disqualified If a buyer has made too much money, SBA lending programs are not available.

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SELLER FINANCING – PROTECTING YOURSELF

Most business owners have heard horror stories about seller financing.

By being proactive and smart, you can avoid many problems.

§  Demand enough of a down payment. After investing a large portion of their net worth, months of hard work and

note payment, buyers can’t afford to walk away. §  Look at a pool of potential buyers. Don’t just offer the business to an employee, brother-in-law or friend for a low

down payment. §  Carefully interview buyers and choose the buyer with the best mix of experience, potential and financial ability. §  Perform due diligence on a buyer, including a credit report and buyer’s personal financial statement. §  Use a broker. If a buyer gets in trouble, he’ll call the broker to resell before defaulting. §  Get a personal guarantee from the buyer. §  Make sure to file security interests and include conditions in the note to receive regular financial updates from the

buyer.

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SELLER FINANCING NETS YOU MORE

Bank Financing Seller Financing

Cash Flow/SDE (banks may not recognize all add-backs)

$150,000 $200,000

Multiple of SDE 3.00 3.50

Sales Price $450,000 $700,000

Seller Note $90,000 $490,000

Seller Financing (7.0%, 10 yr. amo, 5 yr. balloon)

20% 70%

Cash at Closing $360,000 $210,000

Monthly Payment to Seller $1,045 $5,689 ($68,272 annually)

Total Note Payments $115,472 $628,681

Total Pre-Tax Proceeds (after broker fee)

$428,472 $766,681

Extra $338,209 Seller Advantage • 79% HIGHER

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WALL STREET JOURNAL

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WALL STREET JOURNAL

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WALL STREET JOURNAL

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Selected Recent Transactions

M&A TRANSACTIONS

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TECHNOLOGY

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DISTRIBUTION

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CONSTRUCTION

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FOOD

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MANUFACTURING

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RETAIL

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AUTO

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SERVICE

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FRANCHISE SALES

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Questions Every Seller Should ask Investment Bankers

1)  What’s the size of your team?

2)  How many transactions does your firm have an engagement agreement with?

3)  How many offices do you have? Do you have International presence?

4)  Process for maximizing price for your clients?

5)  Do you have dedicated analysts on staff?

6)  Does your firm have a dedicated marketing department?

7)  Who does your firm represent, is it exclusive, who pays your fee?

8)  Do you know our Industry?

9)  What type of buyers are you targeting and give me examples of each?

QUESTIONS SELLERS SHOULD ASK BROKERS