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I was very pleased to give this talk at the TradeTech conference 2015, Very topical given the pressure on Fund Managers to raise assets and perform in a consolidating market
Aren’t you able to mobilize funds for the growth of your company? Is your business stagnated only for money? Do you need funds for a financial turnaround? Do you need to plan your succession? Do you have an aspiration or problem or confusion about your business strategy?
Apohan is an equity funding / strategic corporate transactions / M&A advisory company. We aim to achieve the highest possible valuation as well as best possible contractual terms for our clients within a minimum timespan. We aren’t a broker, an investment bank, or a statutory compliance firm but an all-domain, end-to-end, and custom strategic services implementation company. We do only sell-side (business-side) advisory. We assist the medium & mid-size businesses in India in equity funding, corporate restructuring, financial restructuring & strategic management. Equity funding is our flagship service with transaction size between INR 10Cr to INR 500 Cr for the client companies in the annual turnover range of INR 25 Cr to 250 Cr. We provide success based, time-based as well as objective based services.
Our value proposition:
Our scope of work includes making a prospective client aware of the aspects of equity/strategic transactions, removing their misconceptions, and educating them on the complex process. SMEs don’t have a professional BOD, dedicated departments for business strategy, corporate management, financial strategy, contract strategy, transaction management, etc and they also don’t know how to identify right consultants, their scope of work, and deliverables. We carry out end-to-end scope including deal/transaction structure, investment requirement schedule, on-boarding investors, study of operational documents, preparation of transaction documentation, valuation, negotiations, due diligence assistance, investment contract, deal closure & handholding. We provide all expertise from a single company: finance, secretarial matters, business strategy, contracts, investment, etc. We also understand projects, engineering, operations, marketing & other aspects of business to the extent needed for a transaction. All this leads to a very high success rate.
Follow us on linked to understand more: Apohan LinkedIn Page and Presentation on Business Funding Strategy & Options for SMEs
Our client selection:
We just don’t select any business to provide our services. We carry out the following 4-step process:
Technical 1: The soundness of a business in terms of market, operations, profitability, management quality, corporate matters, etc.
Marketing 1: The ability & preparedness of a business to carry out a transaction in terms of timeline, budget, availability of documents, clarity of objectives, etc.
Technical 2: The reasonability & rationality of the offer to be made to an investor in terms of expected valuation & terms of contract.
Marketing 2: The terms of consulting contract & pricing with Apohan
A summary of a key business valuation method, current EBITDA multiples, the drivers that influence the value of a business and how to increase the value of a business
Technology M&A: Deal Preparation and ManagementSecureDocs
www.securedocs.com- Slides from the webinar, "Technology M&A: Deal Preparation and Management." Contains best practices for a successful M&A outcome from three different industry experts- an M&A lawyer, and investment banker, and a private equity firm.
Due Diligence - What You Don’t Find Out Will Hurt YouNow Dentons
This presentation focuses on the details of the due dilligence process. It covers the definition and role of due dilligence, provides a legal due diligence checklist and gives an overview of key due dilligence points and mining considerations.
I was very pleased to give this talk at the TradeTech conference 2015, Very topical given the pressure on Fund Managers to raise assets and perform in a consolidating market
Aren’t you able to mobilize funds for the growth of your company? Is your business stagnated only for money? Do you need funds for a financial turnaround? Do you need to plan your succession? Do you have an aspiration or problem or confusion about your business strategy?
Apohan is an equity funding / strategic corporate transactions / M&A advisory company. We aim to achieve the highest possible valuation as well as best possible contractual terms for our clients within a minimum timespan. We aren’t a broker, an investment bank, or a statutory compliance firm but an all-domain, end-to-end, and custom strategic services implementation company. We do only sell-side (business-side) advisory. We assist the medium & mid-size businesses in India in equity funding, corporate restructuring, financial restructuring & strategic management. Equity funding is our flagship service with transaction size between INR 10Cr to INR 500 Cr for the client companies in the annual turnover range of INR 25 Cr to 250 Cr. We provide success based, time-based as well as objective based services.
Our value proposition:
Our scope of work includes making a prospective client aware of the aspects of equity/strategic transactions, removing their misconceptions, and educating them on the complex process. SMEs don’t have a professional BOD, dedicated departments for business strategy, corporate management, financial strategy, contract strategy, transaction management, etc and they also don’t know how to identify right consultants, their scope of work, and deliverables. We carry out end-to-end scope including deal/transaction structure, investment requirement schedule, on-boarding investors, study of operational documents, preparation of transaction documentation, valuation, negotiations, due diligence assistance, investment contract, deal closure & handholding. We provide all expertise from a single company: finance, secretarial matters, business strategy, contracts, investment, etc. We also understand projects, engineering, operations, marketing & other aspects of business to the extent needed for a transaction. All this leads to a very high success rate.
Follow us on linked to understand more: Apohan LinkedIn Page and Presentation on Business Funding Strategy & Options for SMEs
Our client selection:
We just don’t select any business to provide our services. We carry out the following 4-step process:
Technical 1: The soundness of a business in terms of market, operations, profitability, management quality, corporate matters, etc.
Marketing 1: The ability & preparedness of a business to carry out a transaction in terms of timeline, budget, availability of documents, clarity of objectives, etc.
Technical 2: The reasonability & rationality of the offer to be made to an investor in terms of expected valuation & terms of contract.
Marketing 2: The terms of consulting contract & pricing with Apohan
Apohan is a start-up into consulting services for success-based strategic transactions to SMEs through disruptive, cost-effective, scalable, first-in-the-world, emerging-technology-enabled EquityTech platform.
This slide deck is from the webinar: Start with the Exit in Mind, presented by SecureDocs Virtual Data Room & TechStrat.
TechStrat Founder, Nat Burgess shares helpful, real-world advice on how tech companies can maximize M&A opportunities.
EY Valuation & Business Modelling - Luxembourg officeeyluxembourg
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GSA Professional Services Schedule (PSS) Update: The LatestWinvale
This presentation includes a recap on PSS Consolidation, an updated timeframe for rollout, migration package details and status update, expected challenges and items to keep in mind.
Having a GSA Schedule Is More Important to Your Government Practice Than Ever...Winvale
This presentation includes:
FY 2016 budget request
Multiple award schedule program overview
Spending on the GSA Schedule program
Popularity of FSSI (Federal Strategic Sourcing Initiatives)
Requirements to participate
Other popular contract vehicles
Apohan is a start-up into consulting services for success-based strategic transactions to SMEs through disruptive, cost-effective, scalable, first-in-the-world, emerging-technology-enabled EquityTech platform.
This slide deck is from the webinar: Start with the Exit in Mind, presented by SecureDocs Virtual Data Room & TechStrat.
TechStrat Founder, Nat Burgess shares helpful, real-world advice on how tech companies can maximize M&A opportunities.
EY Valuation & Business Modelling - Luxembourg officeeyluxembourg
The need for transparent and robust valuations to support corporate transactions and to meet regulatory requirements has increased. Justifying the value of assets and liabilities has grown more complex and is increasingly critical for businesses. Our experienced valuation professionals ask the right questions and help you find the right answers.
GSA Professional Services Schedule (PSS) Update: The LatestWinvale
This presentation includes a recap on PSS Consolidation, an updated timeframe for rollout, migration package details and status update, expected challenges and items to keep in mind.
Having a GSA Schedule Is More Important to Your Government Practice Than Ever...Winvale
This presentation includes:
FY 2016 budget request
Multiple award schedule program overview
Spending on the GSA Schedule program
Popularity of FSSI (Federal Strategic Sourcing Initiatives)
Requirements to participate
Other popular contract vehicles
Selling to the Government - Session 1: Building Your Government Sales PracticeWinvale
Building a thriving government practice can be challenging in today’s environment. Our team will discuss best practices and share tips you need to know in order to get your practice off the ground, build relationships with key decision makers, and ultimately win government business.
How to Find Your Competitors' Contracts & Steal Their BusinessWinvale
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How to determine your known and unknown competition
How to use the free data and tools available
How to mine competitor data
How to analyze the data
How to select your targets
How to develop individual pursuit strategies
Arrowhead Solutions, LLC provides expert support to current and prospective government contractors. Consulting services are offered for every stage of business – from opportunity identification, through proposal drafting, contract management, accounting and compliance. Arrowhead’s consultants deliver a diverse yet specialized range of experience, covering the gamut of government business processes, regulations and current best business practices. Arrowhead’s team of specialists combine industry leading initiative with an unbridled level of service to ensure your business captures revenue through government contract acquisition, while maintaining proper regulatory compliance.
Investor readiness: Startup valuation by Startups.beStartUps.be
Check out the most reliable methodologies and become aware of the risk factors. More information on getting investor-ready: www.startups.be/fundraising
When looking for a loan or venture capital to invest in a new or existing business, it is essential to develop a high quality proposal. Developing a good proposal requires (1) Plenty of advance planning (2) A detailed understanding of your business (3) Some accounting knowledge (4) Focus (5) Writing ability.
Every investment proposal is different, because every investment is unique. However, a successful investment proposal must focus on and answer three basic questions for the investor: (1) Is my investment safe? (2) When will I get back my initial investment and profits? (3) How much money will I make?
This guide will provide you with an outline of a high quality Business Investment Proposal.
An introduction to AmplioGroup's offerings.
AmplioGroup is a specialized boutique consultancy focused on excellence in working capital performance (order-to-cash and procure-to-pay).
With 20 years of global experience, AmplioGroup’s practitioners have assisted over 700 clients to generate more than $35 Billion in cash flow improvement.
Our expertise is global in reach – we have extensive experience in all the key industrialized nations and all the major business and industrial segments.
Our approach is data and metrics driven yet with deep focus on the people in the O2C and P2P processes. Practical skills sets, knowledge bases and communication capabilities drive working capital performance and we empower process stakeholders through augmented abilities and ongoing results measurement.
We believe that optimized cash performance and effectively managed customer satisfaction go hand in hand. Our approach enhances both performance and satisfaction.
ASC 606: Accounting for Contracts with Customers, transforms the way all companies recognize revenue for the sale of goods and services. The implementation of the new standard impacts processes, people and systems for all sectors of the organization from the accounting and finance team to legal and human resources.
Justine Jacob, Senior Manager and Jordan Scheiderer, Director from MorganFranklin Consulting, have spent the last three years assisting public and private companies assess and implement ASC 606 and transform their revenue recognition processes. In this webinar they'll discuss the new standard, share lessons learned from previous implementations and identify the key areas of impact throughout the organization.
The CTA industry has faced prolonged periods of negative returns, ongoing redemptions, declining revenues and mounting expenses. Is the tide ever going to shift? What if it doesn't?
This presentation provides an overview of the Managed Futures sector past and present and explores several ways to unlock value in 2014.
Highlights:
• Larger firms continue to gather assets, yet smaller firms are seeing record outflows
• Do investors really understand the strategy?
• Do investors understand your capabilities?
• Importance of developing new products and distribution channels
• Positioning the firm for the future
These are just a few of the topics covered in our presentation. We would like to invite you to join the discussion and share your thoughts.
Key Considerations When Buying a BusinessSkoda Minotti
Are you thinking about buying or selling a business in the next couple of years? Ken Haffey and Mike Trabert from Skoda Minotti’s Merger & Acquisition Group discuss what goes into buying a business.
Even companies with great strategic sourcing organizations and process are not capturing the full value of potential savings. It is estimated that companies are not able to capture up to 50% of the savings that they have negotiated. Why is that and how to fix this.
Challenges and opportunities for the CFO function in a highly regulated global environment
The CFO must recognise the value of data submitted to the board of directors. Often the CFO is stuck using spreadsheets as a reporting solution rather than a technique for effective communications.
• Strategic Issues -how does the CFO fit in and interact with the Strategic Pillars of the organisation?
• Stakeholder management - employees, shareholders, regulators, customers -both existing and potential
• Change- and Vendor management - processes, people and policies
The aftermath of the share class haggle in UK retail investments, post RDRDavid Taylor
As the Retail Distribution Review took effect in the UK in 2013, many expected distributors of investment products to win the haggle with product providers.
This didn't happen. But the aftermath leaves as many questions unanswered by the industry. This presentation paints some scenarios and explores the implications for action
Scott droney - financing start-up and growthScott Droney
Scott Droney is provide financial services spectrum as well as data processing and managing segments. Since most of its financial services were retail focused, the need to build scale and skill in the transaction processing domain became imperative.
The Age of Alignment Part III: Moving From Theory to PracticePearl Meyer
This series is designed to explore a fundamental question that was raised by the NACD Blue Ribbon Commission on Strategy Development: “Does your company’s incentive structure reinforce or unintentionally undermine its chosen strategy?”
Parts 1 and 2 – which are available for replay – outlined a number of diagnostic tools and approaches that boards can use to uncover potential misalignment between their strategy and the compensation program design. We’ve also looked at various protocols that can help improve alignment and drive toward desired goals.
As we know – protocols cannot anticipate every situation. The fresh news on the proposed SEC rules regarding pay for performance disclosure is a perfect example!
I’m joined today by Jim Heim and Theo Sharp, both managing directors in the Boston office of Pearl Meyer and Partners and today we’re going to talk about some real-world examples that show how companies have put these smart theories and protocols into practice and how they’ve remained disciplined toward strategy execution but also flexible to accommodate the unexpected.
Studies show that top performing companies are using “touchless” (or straight-through) processing to process invoices in 1-3 days, compared to more than 15 days for the average company. This enables them to maximize discount capture and “best pricing” through spend analysis and contract management.
Every invoice that is processed in a touchless manner saves a tremendous amount of time, resources and money. Many top performing companies have implemented touchless processing and they continue to reap the benefits and improve year after year.
This 45-minute session with industry expert David Hay will discuss:
-How touchless processing can be achieved
-Process change and automation
-Collaborating with procurement to achieve touchless transactions
-Usage of cloud and mobile technologies
This session provides a comprehensive overview of the latest updates to the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (commonly known as the Uniform Guidance) outlined in the 2 CFR 200.
With a focus on the 2024 revisions issued by the Office of Management and Budget (OMB), participants will gain insight into the key changes affecting federal grant recipients. The session will delve into critical regulatory updates, providing attendees with the knowledge and tools necessary to navigate and comply with the evolving landscape of federal grant management.
Learning Objectives:
- Understand the rationale behind the 2024 updates to the Uniform Guidance outlined in 2 CFR 200, and their implications for federal grant recipients.
- Identify the key changes and revisions introduced by the Office of Management and Budget (OMB) in the 2024 edition of 2 CFR 200.
- Gain proficiency in applying the updated regulations to ensure compliance with federal grant requirements and avoid potential audit findings.
- Develop strategies for effectively implementing the new guidelines within the grant management processes of their respective organizations, fostering efficiency and accountability in federal grant administration.
Presentation by Jared Jageler, David Adler, Noelia Duchovny, and Evan Herrnstadt, analysts in CBO’s Microeconomic Studies and Health Analysis Divisions, at the Association of Environmental and Resource Economists Summer Conference.
Russian anarchist and anti-war movement in the third year of full-scale warAntti Rautiainen
Anarchist group ANA Regensburg hosted my online-presentation on 16th of May 2024, in which I discussed tactics of anti-war activism in Russia, and reasons why the anti-war movement has not been able to make an impact to change the course of events yet. Cases of anarchists repressed for anti-war activities are presented, as well as strategies of support for political prisoners, and modest successes in supporting their struggles.
Thumbnail picture is by MediaZona, you may read their report on anti-war arson attacks in Russia here: https://en.zona.media/article/2022/10/13/burn-map
Links:
Autonomous Action
http://Avtonom.org
Anarchist Black Cross Moscow
http://Avtonom.org/abc
Solidarity Zone
https://t.me/solidarity_zone
Memorial
https://memopzk.org/, https://t.me/pzk_memorial
OVD-Info
https://en.ovdinfo.org/antiwar-ovd-info-guide
RosUznik
https://rosuznik.org/
Uznik Online
http://uznikonline.tilda.ws/
Russian Reader
https://therussianreader.com/
ABC Irkutsk
https://abc38.noblogs.org/
Send mail to prisoners from abroad:
http://Prisonmail.online
YouTube: https://youtu.be/c5nSOdU48O8
Spotify: https://podcasters.spotify.com/pod/show/libertarianlifecoach/episodes/Russian-anarchist-and-anti-war-movement-in-the-third-year-of-full-scale-war-e2k8ai4
Jennifer Schaus and Associates hosts a complimentary webinar series on The FAR in 2024. Join the webinars on Wednesdays and Fridays at noon, eastern.
Recordings are on YouTube and the company website.
https://www.youtube.com/@jenniferschaus/videos
3. 3
• Recent market challenges have changed the way many acquirers look
at acquisition targets
•The buyers have become more risk averse and are looking for:
• high margin work
• highly differentiated capabilities
• Technology/IP
• Key contracts/IDIQ vehicles
• Prime contracts
• Synergetic growth opportunities
Evolving Federal Contracting Market
3
4. 4
• Although M&A has increased in the last couple of years, a couple of
sectors are highly valued and tend to drive higher valuations:
Federal Market Outlook
4
Cybersecurity, Intelligence, C4ISR
• Defense CAGR:5.4%, 2013 ($4.4B),
2018 ($5.7B)
• Civilian CAGR: 5.5%, 2013 ($2.5B),
2018 ($3.2B)
• Intel CAGR: 5.2% , 2013 ($1.9B), 2018
($2.5B)
Big Data
• 2013 - $5,220 B
• 2018 - $5,770 B
Health IT
• VA CAGR 5.6%
• DoD CAGR 5.8%
• HHS CAGR 11.5%
Cloud Computing
• 2013 - $2,320 M
• 2016 - $3,070 M
• 2018 - $6,150 M
CAGR 18%
* Source: INPUT
5. 5
Public Company Valuations
5
• Mid Tier Government Services firms trade at a median valuation 7.7x TTM EBITDA
• Tier 1 A&D Firms trade at a median valuation of 8.7x TTM EBITDA
• In 2014, public companies are focused on aggressive and targeted acquisition
strategies focused on high-value industry sectors
Source: Aronson Capital
6. 6
Government Services Transaction by Buyer Type
6
11%
49%
40%
2011
Private Public PE
21%
38%
41%
2012
Private Public PE
36%
36%
28%
2014
Private Public PE
Source: S&P Capital IQ June 2014
• After an 18 month lull, buyer activity and confidence has improved
• M&A Activity up from 2013
• Public buyers are back from cutting costs and organic growth in 2013,
focused on M&A
7. 7
• 2013 was a down year for M&A activity
• Transaction activity was down 20% from 2012 with buyers focusing more on return on capital
through dividends and share repurchases rather than deployment of capital through M&A
• With uncertain environment, Tier 1, Mid Tier and Private contractors were more hesitant in
closing transactions
• 2007 there were 93 M&A deals, 2013 only 65 deals
• Buyers are back.. But are highly focused
• Buyers are actively seeking acquisition opportunities to reposition their capabilities to
complement organic growth and deal with the LPTA environment
• 80% of the prospective buyer universe is pursuing the same 20% of the acquisition targets in
(Big data, health IT, cyber, cloud computing, software, C4ISR, and data visualization)
- More precise acquisition criteria of available targets that “check all of the boxes”
- Contractors without differentiated services have a tough time
• Valuations are deal specific
• Value depends on a company’s capabilities, customers, and contracts
• Perception of downward pressure on valuation
• Structured transactions with contingent payment
Current Market Observations
7
8. 8
Valuation Trends
8Source: Aronson Capital Partners
0
2
4
6
8
10
12
Health IT C4ISR Cyber SETA/Non IC IT
Services/Con
sulting
Valuation Multiple 10.7 10.5 10.2 6.3 5.5
10.7 10.5
10.2
6.3
5.5
M&A Valuation by Industry Sector
9. 9
Value Drivers in Government Services M&A
Revenues under $15M
Lower end skill sets
Backlog task order
dependent or mostly
subcontract work
Growth flat or declining
Weak B&P capability and/or
selling shareholder(s) key
to organization
Customer concentration
Bottom Third
3x – 4x Forward EBITDA
Middle Third
4x – 6x Forward EBITDA
Revenue $15-$40M
Blended skill sets; mid tier
bill rates
Deeper customer base
and/or capability set
Balanced prime vs.
subcontractor mix
Employee credentials
Proprietary technology
Top Third
6x – 9x+ Forward EBITDA
Priority markets/skills:
intelligence, homeland
security, cloud computing,
cyber security, healthcare IT
Strong contract backlog
Strong IP
Strong opportunity pipeline
Business not dependent
upon selling shareholder(s)
9
10. 10
Other Factors Affecting Valuation
10
Business Fundamentals
• Backlog & Pipeline
• Contract Win Rates
• Set-aside Status
Financial Performance
• Revenue and EBITDA trends
• Quality of Earnings
• Margins
Operational Issues
• Management Depth
• Business Systems and Reporting
• Stability, Predictability, Sustainability
12. 12
Typically, the owner of a private company
• Has invested much of his or her life’s work in building a business
AND
• Created real value as a result.
BUT
• A considerable amount of that value is tied up in the business.
• The owner has limited/no liquidity in that portion of his or her net worth.
• There is to concentration risk with so much net worth in one investment.
• Potential tax burdens on sale or death can destroy a life’s work.
Company Owner’s Dilemma
12
13. 13
Recapitalization (Recap)
Employee Stock Ownership Plans
(ESOPs)
Allows employees to become shareholders
and provide liquidity event for the owners
Outright Sale (100% Sale)
Create an auction process for the entire
Company to be sold
Avenues to Liquidity
• A sale of an ownership position (generally control) in
the company or securing debt to fund a distribution to
the owner(s)
• Provides opportunity to stay involved in the business;
potential for “2nd bite at the apple”
• Sale of minority or majority stake (or 100%)
• Favorable tax treatments
• Ability to remain in operational control
• Provides employee incentives and retention
• Owners can “take some chips off the table” but
management can stay in place
• Sale of the company to a third party
• Strategic or financial buyer
• Generally loss of control and no/limited future upside
14. 14
Benefits
• Monetize a significant portion of net worth
• Access to future financing for growth
• Second bite at the apple
• Access to seasoned industry veterans
• Potential to be a platform company
• Continued role in the operations
• Generally a faster process than outright sale
• Orderly transition
Considerations
• Ownership percentage post transaction
• Control issues
• Management roles
• Strategy
• Tax implications
• Due diligence process
• Need for lawyers, accountants and tax advisors
• Impact on the day to day operations of the
business
Recapitalization
14
15. 15
ESOP
15
Benefits
Monetize significant portion of
net worth
Favorable tax treatment
A market for privately held stock
Second/multiple bites at the
apple
Retention of operational control
Incentivizing employees
Employee retention
Considerations
Independent valuation of stock
Voting rights
Future redemption costs
Accounting
Need for trustee and administrator
Need for lawyer, accountants and
tax advisors
16. 16
Requirements:
• ESOP must own at least 30% of the company’s stock
• Company establishing the ESOP must be a C Corp at closing
• S Corp can convert to C Corp on the eve of closing; can convert back to C corp after 5 years
• The selling shareholder, family members and 25%+ Shareholders cannot participate as
beneficiaries in the ESOP
• Selling shareholder must have held the stock for at least three years
• Selling shareholder must reinvest the proceeds in Qualified Replacement Property (QRP) within 15
months of the transaction
• QRP gets stepped-up basis at death of the selling shareholder
• Stocks and bonds of U.S. operating corporations; NOT mutual funds or Government issued securities,
so NOT Treasuries or Municipal Bonds
• Subsequent sale of QRP triggers taxable gain
ESOPs
ESOP Tax Benefits for Selling Shareholder
16
Section 1042 allows selling shareholder to defer capital gains tax on sale
17. 17
Benefits
• Monetize significant portion of net worth
• Provides exit strategy for owner
• May allow for limited continued role
• Sale to interested party may ensure near term
business continuity
• An active auction process can yield maximum
immediate value for the owner(s).
• Cross-selling and growth opportunities
• Established infrastructure
Considerations
• Potential for earn out which will be impacted by future
performance
• Change of control can be disruptive to operations
• New owner’s strategy / management style
• Tax implications
• Timing of process, timing for maximum valuation.
• Due diligence needs of buyers
• Need for lawyers, accountants and tax advisors
• Potential negative impact if process becomes public
Outright Sale
17
18. 18
Strategic Sale of Company
Sale Process Variations:
• Limited Process – Focused on pre-determined strategic and financial interested
parties
• Full Process – Marketing to an existing pool of strategic and financial parties
• No Process – Self directed sales (no competition, buyer has negotiating leverage and
often drags out the process to less than optimal results).
A Typical Process Includes:
• Preparation of marketing materials and secure diligence data room
• Identification and proactive marketing of potential acquirers
• Staged disclosure and competitive step by step negotiations
• Multiple buyer candidates insure success & best valuation/terms
19. 19
Enhancing Value In the Process
Key Requirements for a successful Process
• Understand the universe of potential investors/ acquirers
• Position your Company
• Focus on the niches where the company is a leader
• Effectively communicate Company’s growth plan
• Prepare for due diligence
• Manage a competitive process
• To maximize the possibilities available to owners in all stages
• Timing is a critical variable
• This is where advisors can add significant value
20. 20
Successful Liquidity & Exit Planning
Plan Ahead
• Determine your goals and what you’d like to achieve as the business owner
• Work with key advisors to determine which of the 3 liquidity option are more attractive
to you
• Use a comprehensive due diligence checklist for internal review and preparations (in
advance of any buyers or lenders doing this)
• Governing documents, corporate records and ownership records
• A good business owners agreement in place
• Management
• Assets
• Financial (financial statements, debt, liens, security interests)
• Contracts
• IP
• Labor/employment (employee benefit plans)
• Taxes (federal and state tax returns, disputes)
• Insurance
• Litigation
• Regulatory (licenses, permits)
• Develop strong management team and key employees.
21. 21
• More than 25 years successfully advising middle market companies
•Engagements handled by senior professionals
•Operational, financial and transactional experience
• Superior Knowledge of Industry and Market Dynamics
•Broad reach
• Strategic industry players
• Financial sources
• Board of Advisors
•Contacts leveraged across the organization
• Understanding of investment criteria
• Ability to pursue a full range of strategic options
• Capital Access
• Senior lenders
•Mezzanine lenders
•Private equity firms
•Public and private companies
About National Capital
21
22. 22
Advisory
Services
• Market
Assessment
• Valuation
• Restructuring
Full-Service Investment Banking & Financial Capabilities
National Capital
22
Capital Formation
• Senior & Mezz
Debt
• Equity
• ESOP Financing
Project Finance
• Project
Management
• Financing
M&A
• Sell Side
• Buy Side
Private Equity
• Direct Investments
• Syndicate
Partners
26. 26
About the Presenters
26
Kevin Lancaster
CEO – The Winvale Group
202-296-5505
Klancaster@winvale.com
Kevin Lancaster leads Winvale’s corporate growth strategies in
both the commercial and government markets. He develops and
drives solutions to meet Winvale’s business goals while enabling
an operating model to help staff identify and respond to
emerging trends that affect both Winvale and the clients it
serves. He is integrally involved in all aspects of managing the
firm’s operations and workforce, leading efforts to improve
productivity, profitability, and customer satisfaction.
27. 27
About the Presenters
27
Sarah Djamshidi
National Capital Companies, LLC
Ms. Djamshidi brings more than a decade of capital formation, business challenge assessment, go-to-market strategies, growth and exit
planning and advisory service for emerging tech companies to National Capital (NCC).
She has advised high-profile, technology-based firms and early-stage tech companies in the intel, cyber security, cloud computing, big data
& analytics, clean tech markets on going to market strategies, organic/inorganic growth and capital formation. She has led public-private-
partnership organizations (Chesapeake Innovation Center, Maryland Business Incubation Association, Technology Advancement Program at
UMD) with great success.
Jay Wright has over twenty years of experience in finance and public markets. As the Chairman, Chief Executive
Officer or Chief Financial Officer of three public companies over the past eleven years, he has structured numerous
private and public financing transactions. He also served as Chief Financial Officer for TAMSCO, a privately held
government contractor, which he helped sell for $83.5 million in 2003, and was a founding shareholder of Chesapeake
Government Technologies, which was acquired by Widepoint Corporation (Amex: WYY) in 2004. He has expertise in all
aspects of structuring private placements and in creating exits via mergers and acquisitions and open market sales.
Previously, Mr. Wright worked as an investment banker with Merrill Lynch in New York and a mergers and acquisitions
lawyer with Foley & Lardner in Chicago and Skadden, Arps in New York. Mr. Wright received his law degree from the
University of Chicago Law School and his Bachelor’s degree in Business Administration from Georgetown University,
summa cum laude, where he also serves as an adjunct finance professor. Mr. Wright is a member of the Illinois state
bar and is Series 7, 24 and Series 66 qualified. Mr. Wright is the co-author of Finance and Accounting for Nonfinancial
Managers, Sixth Edition (Perseus Books, 2010).
Jay Wright
National Capital Companies, LLC
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Contact Us
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Sarah Djamshidi
Managing Director
Innovative M&A ∞ Valued Capital ∞ Trusted Advisor
National Capital Companies, LLC
7910 Woodmont Ave, Suite 910 Bethesda, MD 20814
240.460.3470 direct, sdjamshidi@nationalcapital.com
www.nationalcapital.com