And S Corporation Acquisitions Analysts should be aware that one transaction tax structure that is particularly popular regarding private equity firm acquisitions is an Internal Revenue Code Section 368(a)(1)(F) reorganization of the private S corporation. The article discusses several of the reasons why owners may want to sell—and why private equity firms may want to buy—an S corporation target company. The article describes what analysts need to know about the benefits to the S corporation sellers of a Section 368(a)(1)(F) reorganization as one step in the private company sale transaction. In addition, it also describes what analysts need to know…
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Switching costs for capital investment are high and do-overs are expensive. Travis Harms, Mercer Capital’s Financial Reporting Valuation Group lead, shares this whitepaper in order to assist directors and shareholders in evaluating proposed capital projects and contributing to capital budgeting decisions that enhance value. To read the full article in Mercer Capital’s Financial Reporting Blog, click: Capital Budgeting in 30 Minutes. This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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Transaction Structure Considerations on Target Company Value Valuation analysts do not have to be investment bankers to value an M&A candidate, but they do need to understand taxable and non-taxable stock acquisitions. This discussion summarizes some of the tax benefits—and some of the tax complexities—associated with a taxable stock purchase deal structure. Although the analyst is not expected to be the transaction income tax advisor, the analyst opining on the deal price fairness to any of the deal participants should be generally aware of these transaction structure considerations.
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M&A activity has accelerated substantially in 2014 following the financial crisis. When an acquisition proposal is being weighed, there needs to be a thorough vetting of the buyer’s shares. A fairness opinion evaluates the investment merits of the shares before and after a transaction is consummated says Jeff K. Davis, CFA with Mercer Capital. This article discusses the key questions you need to ask about the buyer’s shares. [button color=”blue” link=”http://mercercapital.com/financialreportingblog/fairness-opinions-evaluating-buyers-shares/” target=”_blank” font=”arial” align=”left”]To learn more about fairness opinions, click here.[/button] This article is republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the…
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Merger and acquisition activity in the healthcare industry has increased over the past few years. The playbook used in the past has shifted. In this article the authors share their views on whether and when to announce the deal, the importance of conducting pre-deal due diligence, appearing before the Board of Directors, understanding the constituents that are needed to succeed, and conducting pre-market due diligence in anticipation of Federal Trade Commission scrutiny.
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While mergers and acquisitions within the healthcare sector are expected to grow this year, the bulk of the deals will likely involve targets such as large, outpatient care centers and allied healthcare facilities, as opposed to large in-patient hospitals. This analysis comes as part of a white paper recently released by Ponder & Co. Also included were projections that nonprofit institutions will be the more popular target, with a renewed emphasis on combining regional systems and another tough year for the traditional, community hospital. You can get the full details at the link below. [button color=”blue” link=”http://www.ponderco.com/downloads/Ponder-MA-White-Paper-Q1-2014.pdf” target=”_blank” font=”arial” align=”left”]Read…
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In an optimistic prediction from Reuters, middle market M&A activity should carry lots of opportunities throughout 2014. The positive outlook comes after a combination of more certainty with respect to Fed tapering and fewer concerns about government stalemates. The prediction also relies heavily on the observation that companies previously focused on cost savings have begun to shift their attention to strategic growth opportunities. This transition is taking place at a time when there is a large amount of capital in the pockets of both debt and equity investors. At the same time, demand for floating-rate credit assets is at record…
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Gaining a competitive advantage for the mid- and small-market businesses In response to McKinsey & Company’s published article, “M&A as Competitive Advantage,” Bart Basi and Marcus Renwick explore the usage of M&A as part of a larger strategy, rather than a stand-alone deal. Special focus is given to the benefits relating to mid-market and small, closely held businesses, where the bulk of M&A action occurs.
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Avoiding problems with an SMLLC This article reviews the benefits of considering the use of F-reorganization in mergers and acquisitions in addition to the more familiar disregarded entities (DEs) or single member limited liability company (SMLLC). F-reorganization can be used to overcome specific challenges, particularly as they relate to an SMLLC.
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Earnout Variables Often Account for 15 to 25 percent of Purchase Price in many Middle Market Acquisitions. Here are Tips for Structuring Them Carefully Earnouts typically appear in a large number of middle-market deals, usually accounting for 15 to 25 percent of the total purchase price. While an earnout can to be an elegant solution to “close the gap” between seller and buyer, the fact is earnouts are complicated and subject to a number of limitations. Ron Stacey explains some issues surrounding earnouts, including their appeal, shortcomings, possible structures, appropriate metrics, duration, tax treatment, and value.
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Buyers and Sellers Have Different Relative Negotiation Advantages, and the Letter of Intent in an Engagement Helps Define Terms. Here’s How. While perhaps not the longest or most expensive document among those found in the in the M&A process, the letter of intent (LOI) may well be the most important, particularly to the seller. The LOI sets the tone for the transaction and serves as the road map for the due diligence and the definitive agreements. Ron Stacey explains.
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Both Buyers and Sellers Should Follow a Careful Process to Realize a Successful Transaction. Here are Some Tips A successful business sale will ideally leave both the buyer and seller feeling the transaction was a success. Charles Andrews recaps questions that he asks sellers before accepting an engagement as a transaction advisor and lists ten steps defining a business sale process most likely to satisfy both buyer and seller.
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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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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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Innovation Decreased by 40% at Technology Companies After They Went Public, Finds Stanford Graduate School of Business Study Leslie Kwoh at the Wall Street Journal reports that while many tech entrepreneurs dream of taking their companies public, they may want to think twice. While public offerings raise cash, new research suggests that IPOs can also result in stunted innovation at technology firms. Here’s more:
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40 Percent of the U.S. GDP is in Privately Held Businesses. Here’s What You Need to Understand and Operate in This Market. Performing business valuation and mergers and acquisition work requires understanding a number of core discipline areas. With the expanded understanding of middle market finance, it is helpful to have a roadmap to complete any successful transaction or engagement.
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Beyond Deal Price, Consider Deal Structure, Earnouts, and Appropriate Standard of Value When one company is acquiring another, the deal price is often the primary factor considered. Too many times, however, critical issues are overlooked, explains Sean R. Saari, CPA/ABV, CVA, MBA. Smart Business spoke with Saari about five questions any business valuation any acquirer needs to consider:
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Bankers Say M&A ‘Good for Good Companies’ Which Can Often be Sold for 9-10x Earnings Luisa Beltran at PE Hub wonders: “Is there an M&A slowdown?”
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Competitive Intelligence is Key to Smart Acquisitions Part of growth is acquisition. To do smart acquisitions, you need insight into a business owner’s thoughts—specifically, her concerns vis-à-vis selling the businesses. These are not questions with simple yes or no answers; it’s more critical to figure out what an owner thought was missing in previous acquisition overtures. What, aside from price, will it take an owner to sit down and discuss a sale? The McLean Groups’s Zane Markowitz offers a case study and blow-by-blow analysis.