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Positioning Your Company for Sale Presented By: Pierre Villere Positioning Your Company for Sale Presented By: Pierre Villere

Positioning Your Company for Sale Why Are Companies Sold? l What Do Companies Being Positioning Your Company for Sale Why Are Companies Sold? l What Do Companies Being Sold Look Like? Family Owned Businesses l Partnerships l Divisions of Multi-National Companies l

Positioning Your Company for Sale Reasons: l Multigenerational company - Somebody wants out l Positioning Your Company for Sale Reasons: l Multigenerational company - Somebody wants out l Succession issues l Estate Tax issues l Division not a good fit/hard to manage

Positioning Your Company for Sale The Decision to Sell – The Process l Valuation Positioning Your Company for Sale The Decision to Sell – The Process l Valuation l Watch out – you may get what you want to hear l Understanding the Value Today vs. Value Tomorrow l Hiring an intermediary – does it make sense?

Positioning Your Company for Sale So You’ve Decided to Sell l Getting Your House Positioning Your Company for Sale So You’ve Decided to Sell l Getting Your House In Order l What is “Recast EBITDA”? – Net income – Plus interest, taxes, depreciation/amortization – Plus addbacks

Positioning Your Company for Sale So You’ve Decided to Sell l Addback issues l Positioning Your Company for Sale So You’ve Decided to Sell l Addback issues l Inventory issues l Other “Private Company Expense” issues – The 10 -to-1 Rule Preparing the “Book” l Records l Rumors l

Positioning Your Company for Sale Who Are the Buyers? l In Your Market – Positioning Your Company for Sale Who Are the Buyers? l In Your Market – Multinationals – Super-regionals – Large local player – Two others like you

Positioning Your Company for Sale Where Is The Industry Headed? l Consolidation is the Positioning Your Company for Sale Where Is The Industry Headed? l Consolidation is the keyword

Positioning Your Company for Sale The Sale Process l Negotiated Transaction vs. Auction l Positioning Your Company for Sale The Sale Process l Negotiated Transaction vs. Auction l Tour of operations/visits with management l Negotiating the Letter of Intent – Main purpose is to lay out principle terms of deal – Standstill agreement is key component

Positioning Your Company for Sale The Sale Process Definitive Agreements and Due Diligence l Positioning Your Company for Sale The Sale Process Definitive Agreements and Due Diligence l Audit process l Stock vs. asset purchase l Employment/Non-Compete Agreements l Representations and Warranties l Disclosure Schedules l Environmental analysis

Positioning Your Company for Sale The Sale Process Definitive Agreements and Due Diligence l Positioning Your Company for Sale The Sale Process Definitive Agreements and Due Diligence l Geological analysis l Real estate – title, etc. l 360 degree due diligence l Timeline

Positioning Your Company for Sale The Closing Process l Certain items may be renegotiated Positioning Your Company for Sale The Closing Process l Certain items may be renegotiated at the end l Emotions run high at the end – keep them in check l Keep your eye on the ball – get the deal closed