1. Thoughts on Buying or Selling a Business
I. Buying a Business
1. Culture
a. Often overlooked
i. “Too difficultto measure accurately or
definitively”
ii. Afraid of “fall out” from getting “too
personal”
iii. Assumeculturewill be simple to change
iv. Already bankingon the upsideof the
transaction and do no wantto derailit over
“personality issues”
b. Methodsof determiningcurrentstate
i. Conductculturalassessment
ii. ConductRapid Plant Assessment
iii. Employeeinterviews
2. Synergies – 2+2=5
a. Often overstated
i. Increase in volumevs. cost should result in
non-proportional increasein margin
ii. Higher efficiency in operationalmetrics vis-
a-vis:
1. Sales
a. Moreopportunity for every sales
rep
2. Manufacturing
a. Purchasingin larger volumes
b. Capacity optimization
c. Mix rationalization
d. Shipping(fuller trucks)
3. Administration
a. Overhead dilution per $ and MSF
iii. Which party carries the larger burden to
perform to achieve the synergies?
1. Acquiringcompany personnel
2. Selling company personnel
b. Methodsto determine achievement

2. i. Cross-functional teamsto study/validate
opportunitiesindividually in their field of
expertise.
ii. Crossfunctionalteam to review resultsfrom
individualassessments
1. Company resources
2. Professionalresources
3. Cost Reduction Opportunities1:1 Ratio
a. Often unrealized. Need disciplineto acheive
i. “Wealready have a CFO therefore wedo not
need two”
ii. “Wealready have a COO therefore we do not
need two”
iii. Etc., etc.
b. Methodsto determineachievement
i. Cross-functionalteamsto study/validate
opportunitiesindividually in their field of
expertise.
ii. Crossfunctionalteam to review resultsfrom
individualassessments
1. Company resources
2. Professionalresources
II. Selling a Business
1. Culture
a. How importantis the futureof your
former employeesto you?
i. Generally a “go/no-go” decision.
You can only control who you sell
to, not how they manage forward.
2. Synergies
a. Do you have an earn-outclause?
i. Confidenceof achievement?
1. Collar in place?
3. Cost reduction Opportunities
a. Do you have an earn-outclause?

3. i. Confidenceof achievement?
1. Collar in place?