www.TransworldMandA.com

www.FloridaMandA.com

Miles works with a team of professionals that specialize in larger transactions.  

First, what qualifies a business to be an M&A transaction?  There are several situations that could make your business qualify for M&A treatment:

• Your business has earnings greater than 1 million dollars.   When business grows to this size they become targets for acquisition by industry players.
• Your business is too large for an individual buyer to purchase or finance through convention methods.   Once your business is worth multi millions, a single individual usually will not purchase it (most multimillionaires do not wish to work).
• Your business is in an industry that is currently being “rolled up”.  In some industries, strategic buyers that wish to consolidate the marketplace will purchase even small businesses.
• Your business is experiencing incredible growth.   If your business is running out of capital because of growth, it may be an M&A target.
• You want to grow your business and perhaps retain some equity. If that is the case, you will need specific M&A expertise.

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The M&A Selling Process  

 
Understanding your goals- We meet with you and perhaps your advisors to understand your future goals. There can be many situations that could be present.  Important issues include:  

• Your company is growing and you need capital.
• Your company is growing and you need expertise to take it to the next level.,
• You would like to take some chips of the table.
• You want or need to retire and there are no family successors.
• There are family successors and they will need capital and/or expertise.
• You have been approached by your competition to sell your business.
• There is an industry consolidation happening.
• The marketplace is changing and you cannot or are not willing to invest to keep up.
• Your tired and want to do something else with your life.

What ever the issues are, we need to understand them completely. Review your options – There are many options that you must consider.  I can help you understand them all. Important issues include:

• Is it time to sell?
• Who are the buyers? 
• Strategic or financial?
• Can I raise capital?
• Can or should I go public? (My more than a decade long Wall St. Senior Vice President Experience will prove invaluable here)
• Will I have to stay on and how long?
• What are our fees?
• Are their any upfront fees?  (Most probably NO!!!)

Valuation! We can help you understand how much the company worth! Important issues include:

• Should I pay for a valuation? How much? (Not 50k!!!!)
• What multiple applies to my business? 
• What methods or rules of thumb are used in our industry? 
• Do assets matter? 
• Do you apply gross sales 
• What are the tax implications?

Create a enforceable strategic plan- Those who "fail to plan, plan to fail". My M&A group will set up a plan of action to take your business to market. Important issues include:

• Which buyers do we approach first? 
• How do we get the best price?
• How do we keep it CONFIDENTIAL! 
• Preparing the right marketing package (Deal book!)

Network and market the sale - My association with Transworld sets me within one of the largest and most successful business sale organizations in the country!  We work M&A differently! Important issues include:

• The multifaceted approach. First strategic buyers, next financial, then open market.
• Create competition for the deal! To get you the best price!
• Qualify buyers
• Review their qualifications.

Meet with prospective buyers – I will personally attend most meetings with buyers and be present on conference calls. We will prepare before hand.  We will also have a post meeting to go over how the meeting progressed. Important issues include:

• Meet with only the most promising & capable buyers.
• How to handle conference calls.
• How to handle face-to-face meetings.
• Limited but important information.

Solicit and review letters of intent (LOI’s) – I will work with you and your advisors to decide who the best buyer is, and which one will eventually close! Important issues include:

• Who’s the best buyer?
• Cash, notes, earn outs, stock, escrow?
• Senior debt, mezzanine, secondary?
• No shops and non-solicitation agreements?

Negotiate the sale – I have developed and finely tuned my negotiating skills. Read the "About Miles Reese" section of my website. Most companies in the M&A process are professional buyers, therefore, you need an expert on your side. With me on your side we'll "Deal From Stregnth, Never From Weakness". Important points include:

• Negotiation never ends.
• What should be in the LOI?
• When should the definitive agreements be drawn?
• How long for due diligence?
• Who pays the attorneys, CPA’s?
• Is an audit necessary?

Due Diligence - 50% of unmanaged deals die in due diligence. I will quarterback this process and keep everyone in the game. Important issues include:

• What information is necessary?
• Where is due diligence done?
• What to do when the buyer asks you to cut out the intermediary, your attorney, or CPA?
• How not to get a “haircut” as the deal progresses!

Close the deal! Once due diligence is over, then the M&A process must be completed. It will work tirelessly to get the transaction closed! Important issues include:

• Review and negotiate definitive agreements.
• Follow up with financing sources.
• Arrange real estate sales or lease transfers.
• Notify key employees at the appropriate time.
• Help arrange wire transfers. Make reservations for the celebratory dinner!!! (And it will be my pleasure to pick up the tab!)