M&A Talk (Mergers & Acquisitions), by Morgan & Westfield

Show Summary: Mina Haque, CEO of Tony Roma’s, spent almost nine months on legal due diligence, learning the ins and outs of the corporation, and building strong relationships with franchise owners. This led to her being named CEO of the company, focused on continuing the stabilization and growth of this global brand. She highlights the challenges of maintaining brand consistency and shares her insights through the acquisition, emphasizing the importance of staffing, integration, and franchisee relationships. View the complete show notes for this episode. Want To Learn More? The Role of a Franchisor When Selling a FranchiseM&A Due Diligence | Checklist & Overview Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: VC investor Sandeep Patil discusses the nuances of selling a company to a VC-backed business. VC acquisitions often prioritize growth potential and talent quality over immediate returns. Sandeep emphasizes the importance of understanding the acquirer’s objectives, the integration strategy, and the long-term growth prospects. He notes that VC-backed companies typically prefer equity swaps due to limited cash reserves and advises sellers to perform thorough due diligence on the acquirer’s growth potential and exit strategy. View the complete show notes for this episode. Want To Learn More? A Guide to Valuing Tech, Software & Online BusinessesBusiness Valuation Methods in a Nutshell Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Blake Hutchinson, CEO of Flippa.com, discusses the evolution and challenges of the online business marketplace. The Flippa platform facilitates the sale of online businesses in five core business models: online publishing, e-commerce, SaaS, iOS/Android apps, and YouTube channels, with 425,000 AI matches weekly. Blake highlights the importance of supply acquisition, the growing interest from institutional investors, and the demand for quality assets focusing on traditional, recession-proof industries. View the complete show notes for this episode. Want To Learn More? Tech & Software M&A DynamicsTop 5 M&A Value Drivers for Tech & Software CompaniesA Guide to Valuing Tech, Software & Online Businesses Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: SBA loan expert Tom Lyons talks about everything related to SBA loans. He discusses recent changes to SBA guidelines, such as allowing partial ownership changes and zero down payment options. Tom shares advice and insights into the process of acquiring a business, qualification and compliance challenges, guidelines for an owner to remain involved in the business, contingent seller notes, how landlords impact the loan terms, and the importance of working with a preferred lender for smoother compliance and approval. View the complete show notes for this episode. Want To Learn More? SBA Financing When Buying or Selling a BusinessSmall Business Acquisition FinancingBusiness Valuation Guide: Do I need a Valuation? Additional Resources Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Marc Adams, a private investor with a background in private equity, discusses the challenges business owners face when selling their companies and ways to look at how to sell a business and minimize or eliminate the amount of taxes owed. He highlights the impact of taxes and fees, which can reduce the selling price by 30-45%. Marc emphasizes the importance of planning ahead, increasing prices, improving digital marketing, and possibly outsourcing to boost EBITDA. View the complete show notes for this episode. Want To Learn More? Secrets To 10Xing Your Business: And Cashing Out Tax-FreeWhy Do Some Businesses Not Sell?Art of the ExitAcquiredBusiness Exit Plan & Strategy Checklist | A Complete GuideBusiness Valuation: A List of Factors to Consider Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Geoff Coltman, Senior VP at Catena Solutions, discusses M&A integration in the food and beverage sector. He emphasizes the importance of understanding the human element and the “why” behind decisions. Geoff highlights the challenges of maintaining regular communication and the need for open communication and partnership with organizations to ensure successful change management. He also discusses the importance of starting with the end goal in mind and ensuring alignment and communication throughout the integration process. View the complete show notes for this episode. Want To Learn More? M&A UniversityArt of the ExitAcquiredM&A Basics: Building a Sellable Business Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Derek Johnson, author of “The Strategic Sales Leader,” discusses the importance of optimizing sales and marketing as you prepare your company for sale. Many companies leave money on the table due to ineffective sales and marketing strategies. Derek discusses leveraging competitive intelligence, understanding the buying journey and the psychology of change and persuasion, and stresses the importance of hiring experienced sales and marketing leaders and understanding the marketplace ecosystem. View the complete show notes for this episode. Want To Learn More? The Strategic Sales Leader: Mastering the Art of Vision, Strategy, and Execution M&A RoundtableM&A University – The Art & Science of Selling a Business Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Patrick Stroth returns to M&A Talk to discuss the ins and outs of directors and officers insurance – also known as D&O insurance – and why it is a standard component of a transaction for buyers of middle-market businesses. Patrick highlights how the D&O tail can work along with reps and warranties insurance and tips on how to make it fairly painless for a seller to get D&O insurance even if they have never had this type of insurance before. This must-know topic applies to sellers now or planning to sell in the future. View the complete show notes for this episode. Want To Learn More? M&A RoundtableM&A Reps & Warranties | A Complete GuideIndemnification in Purchase Agreements | M&A Basics Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Kevin Moyer returns to M&A Talk to discuss EBITDA multiples, emphasizing their importance in valuing companies in the middle market. EBITDA multiples measure a company’s enterprise value against its current EBITDA or run rate, either as reported or adjusted, and can vary widely by industry. The discussion covers the role of CapEx, the importance of accurate EBITDA adjustments, the need to ensure that EBITDA multiples are based on recent, relevant transactions, and the significance of net working capital in purchase price calculations. View the complete show notes for this episode. Want To Learn More? M&A RoundtableEBITDA | Definition, Formula & Example – A Complete GuideBusiness Valuation & Return on Investment (ROI)Net Working Capital (NWC) for M&A – A Complete Guide Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com

Show Summary: How much do M&A advisors and investment bankers charge? Bill Snow returns to M&A Talk to explain why there is not a straightforward answer to this common question. He shares insights into the difference between finding a buyer and closing the deal, the positive aspects of monthly retainer fees and how they are a sign of shared risk, how success fees are calculated in various transactions, the importance of understanding the scope of work, and the single most important skill needed for an M&A advisor. View the complete show notes for this episode. Want To Learn More? M&A RoundtableThe Art of the ExitAcquiredBusiness Broker and M&A Advisor Fees: A Comprehensive Guide Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Guest Mark Tarchetti rates the importance of preparing a company for sale at 10 out of 10, saying that inadequate preparation can lead to rapid buyer loss and diminished competition, potentially reducing a business’s value by 20-30%. Mark highlights the power of a clear, compelling business story and shares his experiences from doing $40 billion in M&A deals, stressing the importance of strategic planning, team readiness, and having a robust growth plan focused on potential rather than past performance. View the complete show notes for this episode. Want More? Related Resources: Pick a Lane: Growth strategy in a fast-changing worldTips on Preparing Your Business for SalePreparing Emotionally for the ClosingStrategies for Successfully Preparing Your Company for Sale Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Get the inside scoop on how to maximize the sale of your business and help the process run smoothly through the help of an M&A advisor during the critical preparation stage. Simon Leroux, a serial entrepreneur and founder of Optionality.AI, discusses the importance of early collaboration with M&A advisors. He highlights the inefficiencies in the M&A process, particularly for lower mid-market businesses, and emphasizes the need for advisors to help business owners prepare mentally and financially for an exit. View the complete show notes for this episode. Want To Learn More? Tech & Software M&A DynamicsTips on Preparing Your Business for SaleM&A Basics | Why Do Business Owners Sell Their Business? Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Josh Springer, head of M&A for Hawke Media, discusses the acquisition and integration strategies he has used in closing 18 deals over the past 4 years, offering sellers a perpetual revenue share instead of a lump-sum payment. He shares insights into how this approach works, the benefits for sellers, lessons learned for the acquirers, how creative deal-making can beat market multiples, and how this strategy aims to provide stability and growth opportunities for sellers. This is all about the art of M&A. View the complete show notes for this episode. Want To Learn More? Business Valuation: A List of Factors to ConsiderEarnouts When Selling or Buying a Business | Complete GuideAcquired – The Art of Selling a Business With $10 Million to $100 Million in Annual Revenue Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: What is a fractional CFO? How can they help grow a business? Can they help sell a business? Get all the details on this growing position in the middle market with fractional CFO John Hannum. He offers a wide-ranging discussion with insights into how a fractional CFO can fit into a company’s growth plans, the role of different financial team members, how they play a role in preparing a company for sale, and how sellers can avoid the most common mistakes in dealing with finances during the M&A process. View the complete show notes for this episode. Want To Learn More? The Role of Accountants When Selling Your BusinessQuality of Earnings in M&A – The Ultimate GuidePreparing Financial Statements When Selling a Business Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Rich Kottmeyer, investment banker and food and agriculture turnaround specialist shares his extensive knowledge of M&A activity and growth potential in the food and agriculture industry. This complex industry is experiencing fundamental changes driven by consumer preferences, technological advancements, and global conflicts. This is leading to new avenues for investments, and multiples ranging from 5-30 times EBITDA across different sub-sectors in the food and agriculture markets. View the complete show notes for this episode. Want To Learn More? Food and Beverage M&A OverviewThe Importance of Preparing for Due DiligencePredictably Irrational, Revised and Expanded Edition: The Hidden Forces That Shape Our Decisions Additional Resources Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Katrina Nacci, a cross-border accounting advisor, discusses the complexities of converting accounting standards in international M&A transactions. Katrina offers a high-level look at the differences between U.S. and international accounting standards. She highlights when it might be necessary to convert from local GAAP to U.S. GAAP or IFRS, and the importance of having detailed documentation and a strong internal team familiar with local GAAP. View the complete show notes for this episode. Want To Learn More? Adjusting Financial Statements: A Complete GuideEBITDA | Definition, Formula & Example – A Complete Guide Additional Resources Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Exit options – what are your options? Understanding your own goals and the goals of potential buyers is key to achieving a successful sale of your middle market company. Buyer Jude David offers insights into the most common exit options, the differences between financial and strategic buyers, questions to consider in a self-inventory before preparing for the sale, and considerations for deal structure and leveraging M&A expertise to ultimately close your transaction. View the complete show notes for this episode. Want To Learn More? M&A Basics | Why Do Business Owners Sell Their Business? Business Exit Plan & Strategy Checklist | A Complete Guide The Role of Family Offices in M&A Additional Resources: Selling your business? Schedule a free consultation today.Download The Art of The Exit: The Complete Guide to Selling Your BusinessDownload Acquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueDownload Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions, please email them to podcast@morganandwestfield.com.

Show Summary: In this episode of M&A Talk, Marc Beginin shares his rollercoaster entrepreneurial journey. In early 2020, he was poised to sell his company for $80 million, but the COVID-19 pandemic abruptly halted the deal. Undeterred, Marc navigated through a series of challenges, including a merger, an acquisition, and a costly oversight on the other party’s side. He reveals how these experiences ultimately led him to launch a brand-new business. Join Jacob and Marc as they discuss the resilience and adaptability required to thrive as an entrepreneur in the face of unexpected setbacks. View the complete show notes for this episode. Want to Learn More? M&A Due Diligence | Checklist & OverviewM&A Closing Process | A Complete GuideM&A Non-Compete Agreement | A Complete GuideCulture, Cash, and Cannabis: Lessons from a Serial Entrepreneur Additional Resources: Selling your business? Schedule a free consultation today.Download The Art of The Exit: The Complete Guide to Selling Your BusinessDownload Acquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueDownload Food and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show Summary: Matt Sharrers joins us to discuss the challenges of replacing a CEO or founder of a company, with a focus on the need for a well-thought-out plan to ensure a smooth transition and maximize value. He emphasizes the importance of self-awareness and ego management for founders, as well as the need for a clear value creation plan and metrics to measure success. View the complete show notes for this episode. Want To Learn More? Will Selling Your Business Make You Happy?The M&A Training & Transition PeriodWhy Do Business Owners Exit?The Second CEO by Matt Sharrers Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.

Show summary: Historically, reps and warranties insurance was only available to very large M&A transactions. In this episode, Patrick Stroth discusses how this product is now available to small and middle-market businesses. He explains that the objective is to provide sellers and buyers with a solution that is reliable and actionable and avoids conflict between the parties. The significant benefit for sellers is that they don’t need to deal with escrow accounts, legal disputes, or earnouts and experience a clean exit so that they can move on with the next chapter of their lives unencumbered. This episode is especially important for sellers who are tackling reps and warranties for the first time. View the complete show notes for this episode. Want More? M&A Reps & Warranties | A Complete GuideIndemnification in Purchase Agreements | M&A BasicsM&A Due Diligence | Checklist & Overview Additional Resources: Schedule a free consultation todayThe Art of The Exit: The Complete Guide to Selling Your BusinessAcquired: The Art of Selling a Business With $10 Million to $100 Million in RevenueFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business. If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.