Consider Three Types of Private Preferred Stock Transactions, Each with Varying Degrees of Relevance to an Indication of Fair Value: Simple, Strategic, and Tranched Preferred Financing Last year, the AICPA issued guidance on evaluating private transactions with regards to their relevance in estimating the Fair Value of other securities within an enterprise via the back-solve method. The McLean Valuation Services Group recaps that guidance and explains what it should mean in practice. Appraisers need to carefully follow specific criteria and they need to exercise reasonable judgment.
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Fed Buying Is Having Profound Implications. Bond Vigilantes Have Been Selling Heavily and May Continue. That Means We Still We Won’t See Much of an Impact on Interest Rates. Paul Santos at Seeking Alpha claims you don’t need to worry about the bond vigilantes anymore. I, personally, have always been a big fan, and think they will return. But hey: This is Mr. Santos’ opinion piece, not mine, so I’ll let him cut to the chase. Santos doesn’t claim they’re in hiding. He simply claims they’re gone. Santos asks: “So when did the mass killings take place in the U.S.?…
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Exchange Would Make it Easier for Companies to Go Public in the U.S. But Would be Limited to Experienced Investors Dave Michaels at Bloomberg reports that a Securities and Exchange Commission panel suggested that an exchange limited to small businesses should be created. The exchange would make it easier for companies to go public in the U.S. but would be limited to experienced investors better able to assess the risks involved with lower disclosure hurdles. The Panel said the exchange should be limited to sophisticated investors, which it didn’t define. More:
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Stakeholders Discuss Greater Institutional Investor Makeup, Governance Structures, Greater Regulatory Scrutiny Deloitte Insights contributes a piece to the CFO Journal on the Wall Street Journal site, part of a series designed to provide financial executives a customized resource to help them address the strategic, operational and regulatory issues they face in managing their finance organizations and careers, with top-line digests, research, perspectives and technical analyses. This Deloitte Insight reports on the Third Annual Hedge Fund Symposium Series held in New York recently. There, Joseph Fisher, who leads the Hedge Fund Audit practice for Deloitte & Touche LLP in New York, commented on how…
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Many Business Buyers Probably Have Some Boilerplate Questions Ready to Ask Business Sellers — But May be Missing the Most Important Ones. Mike Handelsman, group general manager for BizBuySell.com and BizQuest.com, the Internet’s largest and most heavily trafficked business-for-sale marketplaces, recently advised readers at Inc.com that if they’re thinking about buying a business, they should put extra effort into preparation. More:
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“You’re The Boss” Author Josh Patrick Suggests Business Owners Use Credentialed Advisers Who Work Only for You, Employing Intermediaries, Developing a Personal Financial Plan, More. Josh Patrick is a founder and principal at Stage 2 Planning Partners, where he works with private business owners on creating personal and business value. Recently he offered some recommendations about selling a business at the New York Times “You’re the Boss” blog. Here are five of the “hard-earned” lessons he passes on.
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MidasFund Will Not Acquire Distressed Companies; However, it Will Buy Stable Divisions of Bankrupt Companies. Here’s Why. “Last week’s announcement that MidasFund had started acquiring zombie companies caused a flurry of emails,” writes Rob Slee on the MidasMoments blog of the MidasNation site. “Many of you asked about the differences between acquiring distressed, zombie and healthy companies. Let’s dig into this.” Here’s an excerpt:
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With Limited Resources, the SEC is Using a “Risk Analytics” Strategy to Target Areas of Concern, Explains Exec at Conference Recent examinations of newly SEC-registered private equity firms is helping regulators understand the complex world of private equity, according to delegates and speakers at PEI’s CFOs and COOs Forum 2013 in New York, writes Nicholas Donato at Private Equity Manager. More:
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Watch Out for Decreases in Communication, Respect, and Aspiration; Increases in Isolation, Negativity, Rifts. Good News? It Can Be Cured. Rosabeth Moss Kantor asks on the Harvard Business Review Blog Network: How do you know a team, company, or country is on the slippery slope of decline and needs a culture shift? She writes that she found nine universal warning signs of change-in-the-wrong direction in research for my book Confidence, which compared downward spirals with the momentum of success. Watching out for these behaviors is the first step toward building better habits:
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Deal Activity Will Likely See a Surge in 2013 if a Meaningful Deficit-Reduction Compromise Can Be Reached Wallace Witkowski at Marketwatch reported in mid-December that deal activity will likely see a surge in 2013 if a meaningful deficit-reduction compromise can be reached. Otherwise the market will remain stunted as it was in the past year. Democrats and Republicans didn’t come to a full agreement by year end, or even early January, but the fact that it’s still possible within weeks and months allows his prediction to stand:
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The “Market” is Not Always Right When it Comes to Value, Especially in M&A Transactions The mergers and acquisitions market began a slow recovery this last year after a sharp downturn in 2009. Was the slowdown caused by banks reducing lending activity, cash hoarding by businesses, economic uncertainty, or the simple failure of buyers and seller to agree upon price? Michael Blake takes a look at how value is variously defined—“fair market value,” “fair value,” “investment value,” and “market value”—and offers an assessment of what may prove to be the primary market M&A activity drivers going forward.
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U.S. Middle Market Leaders Express Preferences re: Spending, Debt, and Fiscal Cliff The National Center for the Middle Market (NCMM) recently (early December 2012) conducted a survey of 1,000 U.S. middle market business leaders across all industry sectors and geographic regions to gauge their preferences for the outcome of the negotiations. Here’s what they found:
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Document Incentive, Retention, and Non-Compete Agreements; Build a Broad Management Team Business owners need to be careful about vague assurances to “take care of” key employees before an acquisition. Brett Stacey offers tips on how best to manage a transition in a responsible manner that’s likely to address hurt feelings, protect employee morale, and minimize law suits.
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There’s Lots We Know about Private Capital. There are Things We Don’t Know, too—and Need to Be Aware of. Robert T. Slee explains in this excerpt several key macro insights—and related themes—that his recent book Private Capital Markets is based on. The macro insights are that corporate finance theory doesn’t predict behavior in private capital markets, and valuation, capitalization, and transfer are not discrete and unrelated areas. Themes include insights on the differences between public and private markets, compliance, relative value, and more.
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To Close Deals, Find the Best Buyer, and Clearly Demonstrate Value Company owners planning to sell need to convince buyers that the premium they’re asking for is legitimate, necessary, and justified. Ron Stacey offers tips on how to validate value to potential buyers.
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Lots of Room for Innovation on Security. M&A Pros: Here’s What to Watch! What’s an important sector to keep an eye on in terms of M&A? Mobile Security. Mobile devices face at least four threats: Fraud (stealing $$), data theft, and probing and nuisance attacks. There’s room for innovation on everything from voice encryption, payment card processing, digital rights management, user authentication, application testing, and network monitoring to forensic triage, malware prevention, and more. Brent Lorenz, McLean VP, explains.
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Owners: Don’t Exit Before You’re Ready, Lock Yourself In, or Count on Future Consulting There is no single formula that will result in a happy retirement for business owners. Over 75 percent of business owners say they regretted selling their companies a year after the sale, according to a PwC study entitled “Whose Business is it Anyway?” But there are ways to improve the chances that consultants can help owners exit their business successfully and enjoy a rewarding retirement, writes Richard Jackim, attorney and co-founder of the Exit Planning Institute. Here are common exit planning mistakes consultants can help business…
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Star Wars Creator Strikes Savvy Deal with Disney Quentin Fottrell at CBS MarketWatch reports that Disney will buy George Lucas’ LucasFilm for $4.05 billion in cash and stock, the two companies announced Tuesday: Wade Westhoff, a financial adviser based in Danville, Calif., says of the Disney deal. “This is a textbook example of exit planning for a private business owner.” (Lucas and a spokesman for LucasFilm were not immediately available for comment.) That Lucas struck a deal in 2012 may be no accident, either, advisers say. Long-term capital gains tax from the sale of assets held more than one year are…
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“It Got a Bit Ugly” Sarah E. Needleman at the WSJ Small Business Blog reports: Ten months after co-founding a communications firm in 2008, Tami Hausman asked her business partner to meet at a local Starbucks. Things weren’t working out, Ms. Hausman says, and she wanted to run the New York company on her own.
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Owners Can Improve Cash Flow, Reduce Risk, and Generate Growth Successful exit plans require building long-term value, and Ron Stacey explains how business owners can begin to do that today by improving cash flow, reducing risk, and accelerating growth.