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

Taxes – taxes – taxes. The best way to deal with them is to be prepared, and Bill Wiersema returns to M&A Talk to do a short show with a big punch. He covers some of the little-known issues that come up around taxes when selling a middle-market business. He talks about the tax implications of stock deals vs. asset deals, double taxation, and tax differences between an S-Corp and a C-Corp. He explains what an F reorganization is, how it may be a solution, and the advantages and limitations of an LLC vs. an S-Corp. View the complete show notes for this episode. Learn More The Role of Accountants When Selling Your BusinessHow Does Entity Type Affect the Sale of My Business?18 Differences Between Valuing Public and Private 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 Revenue.A Beginner’s Guide to Business ValuationThe Exit Strategy HandbookClosing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Tax Insurance: The Business Solution You Didn’t Know Was PossibleHow an M&A Attorney Can Help Sell Your BusinessDo You Need Tax Insurance When Selling Your Business?

Whether you realize it or not, buying or selling a business is an emotional rollercoaster. Drew Bisping talks about this emotional journey from both sides of the table as a buyer and seller. He discusses the role that emotions play in the sales process and what you can do about it, the importance of using the right advisors, the very real impact that comes from deal fatigue, and why it is critical to be prepared and understand the impact a sale will have emotionally on yourself, your employees, and partners. View the complete show notes for this episode. Learn More: Net Working Capital (NWC) for M&A – A Complete GuideM&A Negotiating Tactic #1 – HonestyM&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.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Will Selling Your Business Make You Happy?Maximizing Profits: Key Insights on Preparing a Company for Sale from an Experienced M&A AttorneyManaging Personality and Cultural Differences When Selling Your Business

Negotiating a clear letter of intent keeps a seller’s position strong throughout the sale process. Bill Snow returns to discuss the top four mistakes sellers make with the LOI and his tips on avoiding these issues. He highlights the importance of planning for taxes and understanding the tax implications of a sale from the outset, how valuations vary and what can impact them, setting up a data room for due diligence before the LOI stage, the dangers of having unrealistic expectations, and the costs of not being prepared. View the complete show notes for this episode. Learn More: Negotiating the Letter of IntentLetter of IntentA Guide to M&A Negotiating TacticsEarnouts When Selling or Buying a Business | 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 Revenue.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the DealMorgan & WestfieldFood and Beverage M&A: An Insider’s Guide to Selling a Food or Beverage Manufacturing, Distribution, or Grocery Business.Morgan & Westfield Listen to Other Episodes: Do You Need Reps & Warranties Insurance When Selling a Business?Expert Advice on How To Sell Your Middle-Market CompanyHow to Plan the Sale of Your Business from Start to Finish

In a return discussion of family offices, Alejandro Levy takes a deeper dive into the nuances of the family office and how they structure their investment strategies. Since family offices are major buyers of middle market companies, it’s important sellers understand what they look for in an investment and who the decision makers are within a family office. The discussion includes direct investments, investment trends in the secondary market, and the differences between family offices and independent sponsors. View the complete show notes for this episode. Learn More: Should I Sell My Business?Dealing with Investors Who Want to Buy Your BusinessM&A Guide | The 4 Types of Buyers of 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 Revenue.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the DealMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business.Morgan & Westfield Listen to Other Episodes: Why You Should Consider Selling Your Business to a Family OfficeBehind the Scenes of a Family OfficeThe Basics of Independent Sponsors

Returning to M&A Talk, financial expert Bill Wiersema shares his thoughts on the current economic situation and the impact of the pandemic on middle market valuations. Will the pandemic continue to impact valuations? Bill’s answer is, “It depends.” He shares his insights into the impact of higher interest rates, inflated unit margins, the consequences of supply chain difficulties, gauging a company’s performance in unusual times, and trends and issues that will continue to influence valuations in the middle market. View the complete show notes for this episode. Learn More: Earnouts When Selling or Buying a Business | Complete GuideM&A Guide | The 4 Types of Buyers of 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 Revenue.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the DealMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business.Morgan & Westfield. Listen to Other Episodes: 7 Critical Issues Related to Quality of EarningsAvoiding Pitfalls in Financial Due Diligence When Selling a BusinessHow to Build Maximum Strategic Value in Your Business

This comprehensive show on acquisition financing looks at what buyers and sellers need to know from the beginning. Stephen Speer shares his experience as a finance intermediary to discuss the questions lenders ask, what they look for before making an investment in a company, working with PE firms, family offices, SBA loans, and other capital providers; valuations; EBITDA multiples; how equity is used in an acquisition, and why a seller needs to understand how a buyer will finance the purchase of their business. View the complete show notes for this episode. Learn More: SBA Financing When Buying or Selling a BusinessSmall Business Acquisition FinancingEarnouts When Selling or Buying a Business | Complete GuideAdjusting Financial Statements: 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 Revenue.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal.Morgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business.Morgan & Westfield. Listen to Other Episodes: Why You Should Consider Selling Your Business to a Family OfficeThe Basics of Selling Your Business to a Family OfficeWhy SBA Loans are a Great Way to Finance Your Business

This international edition of M&A Talk focuses on search funds and highlights multiple ways to fund an acquisition. Carl Lundberg offers an in-depth discussion of search funds, how money is raised for entrepreneurs, and differences in the M&A world between the UK and the US. He discusses investment funding in the UK, what buyers typically look for in a company, differences between a search fund, PE firm, angel investors, and other financial buyers, and the dynamics involved when working with a search fund. View the complete show notes for this episode. Learn More: SBA Financing When Buying or Selling a BusinessDealing with Investors who Want to Buy Your Business Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Everything You Need To Know Before Growing InternationallyA Deep Dive Into Real Returns on Investment in the Private Equity WorldManaging Personality and Cultural Differences When Selling Your Business

When selling your company, knowing what a buyer looks for is invaluable. Malcolm Peace owns an investment firm focused on buying and growing middle-market businesses. He talks about why he focuses on blue-collar businesses in Texas and taking them to the next level of growth. Malcolm discusses what a buyer looks for when evaluating a company, how technology can be used to help some owners step away from their company, how a typical deal may be structured, and the importance of being emotionally prepared. View the complete show notes for this episode. Learn More: Negotiating the Letter of IntentM&A Due Diligence PreparationM&A Reps & WarrantiesReducing Concentrations of Risk Before Selling Your BusinessEarnouts When Selling or Buying a Business | Complete GuideM&A Seller Financing: A Complete GuideNon-Disclosure Agreement (NDA) | A Complete Guide for M&AAllocation of Purchase Price & Taxes When Selling a BusinessPreparing Emotionally for the Closing Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: The Private Equity Toolkit – How PE Firms Grow BusinessesSelling Your Company to a Private Equity Firm vs. a Family OfficeWhat Exactly is a Rollover and Why Should a Seller Care?

Don’t be scared to put your business on the market – just be prepared. This is the top piece of advice from strategic buyer Scott Hile. He shares his advice learned from doing almost 100 transactions on the buy-side. Scott has seen what can go wrong with a deal and the common mistakes sellers make. He discusses the importance of being prepared, how this can help with running a business even before going to market, the impact on the value and time it takes to sell, and how being prepared builds trust with a buyer. View the complete show notes for this episode. Learn More: Increasing the Value of Your Business | The RVD ModelBusiness Exit Plan & Strategy Checklist | A Complete GuideM&A Basics: Building a Sellable BusinessReducing Concentrations of Risk Before Selling Your Business Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Maximizing Profits: Key Insights on Preparing a Company for Sale from an Experienced M&A AttorneyFirst Time Selling a Business? Here’s What To Expect.Lessons Learned on Selling a Business After Dozens of Exits

The personal touch can be hard to find when it comes to selling a business, but family offices can bring the personal touch back into the mix. Father and son Geordie and B.G. Lemmon talk about their family office, Brynavon, and how family offices work in the M&A world. They discuss the differences between a family office, a PE firm, and a strategic buyer, how they make investment decisions, how they work alongside the existing management team and the long-term perspective they take with their investments. View the complete show notes for this episode. Learn More: The Fungibility of Businesses as an Investment7 Steps to Sell a Business FastQuality of Earnings in M&A – The Ultimate Guide Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: The Basics of Selling Your Business to a Family OfficeSelling Your Company to a Private Equity Firm vs. a Family OfficeEverything An Entrepreneur Needs to Know About Selling to PE Firm

The digital marketplace is rapidly evolving and has unique challenges in M&A. Yury Byalik, an expert in buying digital companies, shares what he looks for when acquiring a digital business and offers advice on preparing a digital company for sale. Yury describes the most common mistakes sellers make the criteria buyers consider as they evaluate a company, and gives clear definitions of some of the hottest topics in M&A today. This is a show full of advice for sellers from a buyer’s perspective. View the complete show notes for this episode. Learn More: Top 5 M&A Value Drivers for Tech & Software CompaniesA Guide to Valuing Tech, Software & Online BusinessesHow Do I Sell My Amazon FBA Business?The Fungibility of Businesses as an Investment Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Selling Your Company to a Private Equity Firm vs. a Family OfficeEverything An Entrepreneur Needs to Know About Selling to PE FirmWhat Exactly is a Rollover and Why Should a Seller Care?

The human element of a business sale is often overlooked. Attorney Danya Shakfeh discusses the impact of cultural differences where personal backgrounds, values, and cultural influences can impact how a sale proceeds or falls apart. She discusses what to expect when working with an attorney, the importance of managing personality and cultural differences, how cultural differences can impact negotiations, some real-world cultural issues she has encountered, and what she has learned that is not taught in law school. View the complete show notes for this episode. Learn More: M&A Non-Compete Agreement | A Complete GuideM&A Purchase Agreement | A Complete GuideM&A Basics | Handling Buyer MeetingsCan You Give me a Quick Opinion of the Value of my Business?Preparing Emotionally for the ClosingHow Long Does it Take to Sell a Business? Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: The Practical Side of M&A They Don’t Teach in Law SchoolHow an M&A Attorney Can Help Sell Your BusinessAn Expert Negotiator’s Perspectives on Selling Your Business

Preparing your business for sale is critical for success. Patrick O’Connell works with buyers during a transaction to perform financial due diligence (FDD). He joins M&A Talk to explain the FDD process and give advice to sellers on how best to prepare their company for sale from a financial perspective. He discusses the issues that come up during diligence, who is involved in the process, and the biggest mistakes sellers make, and gives perspective on what a buyer looks at during financial due diligence. View the complete show notes for this episode. Learn More: Tips on Preparing Your Business for Sale3 Simple Things to Look for When Hiring a CPAM&A Due Diligence | Checklist & OverviewPreparing Financial Statements When Selling a Business Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Everything Sellers Need to Know About Financial Due DiligenceQuality of Earnings in M&A Explained in 30 MinutesAn Introduction to Financial Due Diligence for Sellers

The earlier an entrepreneur starts planning for the sale of their business, the longer they have to compound value as it grows. Mac Lackey gives advice for maximizing the strategic value of a business. Mac shares lessons he has learned from starting and selling six companies all for strategic value, including designing a business with prospective buyers in mind, telling a compelling story about competitive advantages, and why planning ahead is critical to selling a business for strategic value. View the complete show notes for this episode. Learn More: Top 5 M&A Value Drivers for Tech & Software CompaniesBusiness Valuation Basics: 9 Critical Concepts to UnderstandTips on Preparing Your Business for Sale7 Steps to Sell a Business Fast Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Entrepreneurship and M&A: Perspectives on Start-ups, Mergers, and IntegrationFirst Time Selling a Business? Here’s What To Expect.8 Simple Ways to Increase the Value of Your Business

It is critical to have the right partner in place to successfully grow into an international market. Michele Museyri, with HSP Group, specializes in helping companies expand internationally, and she shares expert tips for managing the process. This jam-packed show discusses what goes into making the decision to expand, issues to consider, legal and cultural differences, and the intricacies of compliance. Also, a brief quiz with facts on cultural and legal differences in regions and countries around the globe. View the complete show notes for this episode. Learn More: M&A Carve-outsThe Biggest Showstopper in Cross-Border Carve-outs: The EmployeesWhen Does Using an Employer of Record (EOR) Make Sense? Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Inside Details on Descartes’ International Acquisition of LocalzThe Basics of International M&A TransactionsM&A Integration

Selling your business through a rollover is complicated. Attorney Trevor Crow breaks this technical topic down into clear language as he explains how a rollover works, discusses major terms and documents involved, offers insights into the tactics and negotiating strategies employed by PE firms, explains what to expect, and highlights the critical element of understanding the economic provisions involved in a rollover. Listen to this discussion and maintain your negotiating leverage by knowing what to expect. View the complete show notes for this episode. Learn More: Earnouts When Selling or Buying a Business | Complete GuideRetirement Funds Financing When Buying or Selling a BusinessSmall Business Acquisition FinancingM&A Guide | The 4 Types of Buyers of Businesses Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: The Basics of Selling a Middle Market CompanyHow to Use Your Retirement Account to Fund Your C Corp and Other Funding OptionsSelling Your Company to a Private Equity Firm vs. a Family Office

This in-depth conversation about preparing a company for sale looks at the process from the view at the end of the transaction. Pat Linden, an M&A attorney who has closed well over 100 deals, offers insights into the importance of being prepared before even starting the sales process. He shares tips on maximizing the final price, negotiating from a strong position, maintaining a poker face, recognizing sunk costs, dealing with emotional stress, and getting it right to get the best price possible. View the complete show notes for this episode. Learn More: Letter of IntentBusiness Valuation Standards of Value & Fair Market ValueThe Role of M&A Lawyers When Selling Your Business10 Key Components of Successfully Selling Your BusinessSelling Your Company: Bridging the Gaps Between Financial and Legal AdvisorsThe Last 5% in M&A: Why It Matters The Most“We Always Do It This Way” in M&A – Sellers Beware Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Behind the Scenes – A Look at the Human Side of M&A LawThe Practical Side of M&A They Don’t Teach in Law SchoolHow an M&A Attorney Can Help Sell Your Business

What does it take to complete a successful acquisition quickly and smoothly on an international scale? Get the insider’s view of global powerhouse Descartes’ acquisition of Australian company Localz in this discussion with both companies. Hear about the importance of clear communication, tips on being prepared for the intensity of the acquisition process, dealing with issues such as time zones, and relationship building on an international scale – all elements critical to achieving a successful acquisition. View the complete show notes for this episode. Learn More: Why do Companies Acquire other Businesses?Crossroads: Deciding to Sell Your Business vs. Doubling DownShould I Sell My Business?Process for Screening Buyers When Selling a BusinessM&A Closing Process | A Complete GuidePreparing Emotionally for the Closing Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Behind the Scenes – Acquisition of a Tech Company by a Public CompanyLessons Learned on Selling a Business After Dozens of ExitsCorporate Development – Can Someone Explain This To Me?

Listen in for expert advice on selling a business, geared toward sellers of middle-market companies. Investment banker and author of Mergers & Acquisitions For Dummies Bill Snow shares advice, tips, and insights from over 30 years of selling companies. He gives examples of adjustments that should be made or avoided, discusses the most common mistakes sellers make, explains why a cash flow statement is critical, covers the four methods of valuing a company, shares how an investment banker helps in negotiations, and his top piece of advice for all sellers. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete GuideM&A Guide | The 4 Types of Buyers of BusinessesConfidential Information Memorandum (CIM) | A Detailed GuideM&A Due Diligence Preparation Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: An Introduction to Financial Due Diligence for SellersLessons Learned on Selling a Business After Dozens of ExitsThe Art and Science of Valuing a Middle-Market Business

The world of private equity is often maligned and misunderstood. Adam Coffey brings his years of experience from the corporate and PE worlds to dispel the myths that surround the idea of selling a business to a PE firm. He shares stories from GE during its heyday under Jack Welch, discusses how he translates those lessons to the acquisitions, roll-ups, and turnarounds he has led, and talks about learning and the magic that private equity can bring to a company in helping it grow to the next level. View the complete show notes for this episode. Learn More: The Importance of Persistence When Selling a BusinessIncreasing the Value of Your Business | The RVD ModelM&A Basics: Building a Sellable BusinessPreparing Financial Statements When Selling a BusinessThe Role of M&A Lawyers When Selling Your Business Additional Resources: The Art of The Exit: The Complete Guide to Selling Your Business.A Beginner’s Guide to Business Valuation | The Exit Strategy Handbook | Closing the Deal | AcquiredPlanning to sell your business? Schedule a free consultation today.Morgan & WestfieldMorgan & WestfieldFood and Beverage M&A: An Insider's Guide to Selling a Food or Beverage Business. Listen to Other Episodes: Partnering with Private Equity FirmsBehind the Scenes of Private EquityWhat You Need to Know Before Selling to a PE Firm