M&A Unplugged

In this episode, Domenic and Craig Sherwood discuss:  The importance of cyber security due diligence before a merger and acquisition deal.  Whether you’re a buyer or a seller, how cyber security preparedness can increase the value of your offer.      How Shambliss performs their functional assessment of a business in order to create a guide map for improved security measures.  The value of best practices in security to increase competitiveness in the B-2-B marketplace.     Key Takeaways:    US companies based in America are the world’s most vulnerable to cyber attacks. The average time to identify a cyber security breach of any sort is roughly 200 days, and in 2019, the average cost of a breach was roughly $8 million for a middle market organization.  Companies should be ISO 27,001 certified to be more attractive to buyers. Review the company’s insurance policy to make sure it covers cyber security attacks.    "As deals become more complicated, as money frees up, there are going to be more attributes and

In this episode, Domenic and Andrew Kelleher discuss:  Common legal issues when contemplating selling a business Estate issues when selling a business Getting people comfortable with a buy/sell agreement Life insurance as asset protection    Key Takeaways:  Begin with the end in mind; what does the post-sale life look like? Make sure all business owners are in order before starting a sale It is important to review the buy/sell agreement regularly as the business grows  Life insurance can preserve the value of the business    "Being proactive and making sure that these agreements or expectations are being consistently set, I think is something a lot of professionals, including lawyers, is something they should be working towards. Changing that culture towards being more proactive." —  Andrew Kelleher     About Andrew Kelleher: Andrew J. Kelleher, Jr., J.D., LL.M. (Master of Laws in Taxation- Honors), Founding Member, licensed in Illinois, Florida and Arizona, concentrates in: trust and estate law, business

In this episode, Domenic, Wendi Ewalt, and Leslie Chanel discuss:  The early days of building Wenesco from the ground up.  What happened to the company without a succession plan in place.  Enacting changes within the company during transition periods.  Advice for families of business owners without a succession plan.     Key Takeaways:  It’s so critical to have a succession plan and to build that early on with your advisors.  Having a succession plan can help prevent the stress on your family of having to run, operate, and possibly sell the business.  Have an operations manual in place.  Put a succession plan, well in advance. Life is unpredictable.     "Get everything, the processes, in writing, as much as you can. At least then you have a guideline to follow." —  Wendi Ewalt     About Wendi Ewalt: Former president of Wenesco upon the death of Brian Lowenthal. Interested in travel, flea marketing, vintage finds.     Connect with Wenesco:  Twitter: @WenescoInc  Facebook: Wenesco, Inc.  Website: Wenesco.co

In this episode, Domenic discusses:  The results from a recent survey with prospective sellers and buyers.  Understanding the ramifications of a sale.  Creating a business that is self-managing.  The upcoming programs and services in 2020 to better prepare for your M&A transaction.     Key Takeaways:  84% of the respondents said they were looking to sell their business within the next 5 years.  64% of respondents don’t know what they will do after the sale. This is concerning as, in another study, 75% of owners were remorseful after the sale of their business because they didn’t know what the next thing was going to be.  82% of the respondents planned to make an acquisition within the next 2 years.  Chances are, you’re going to have more fun running a business that is self-managing.     "The date on the calendar in which you are going to sell or exit the business may not always be of your choosing. Why not run the business every day so that you know that, if an unscheduled event happens, you are prepa

In this episode, Domenic and Jeremy Waitzman discuss:  Earn-outs to bridge a gap Rollover equity Representations and warranties Indemnities    Key Takeaways:  Building a specialized and experienced team in mergers and acquisitions will save you time and money  Business terms are just as important as price Understand what you are guaranteeing about your business and possible ramifications of breaching those in the future Be upfront with the buyers from the beginning with how much you want to be involved in the business going forward     "It is important for the seller to think about what things are important to them in the sale." —  Jeremy Waitzman     About Jeremy Waitzman: Jeremy Waitzman advises his clients on significant transactions and operational issues in their businesses. Described by clients as “an essential business advisor” and “a partner in the success of my business,” Jeremy has substantial experience representing businesses of all types and sizes from inception, guiding them through signific

In this episode, Domenic and Kathy Miller discuss:  Preparing for retirement  Preparing a business for sale Going through the selling process Meeting buyers and selecting the right one     Key Takeaways:  Begin setting up your personal life for retirement before you sell your business- know where you are going and what you want to be doing next Always have an exit strategy in mind, have your house in order the whole time Continuing to build the business and keep it going, while selling, can be one of the most difficult things but very important Some of the strongest leverage includes a good reputation, strong and diverse client base, and ten-year employees     "You don’t know how prepared you are until you enlist the experts." —  Kathy Miller     About Kathy Miller: Kathy Miller lived and breathed events. After 40+ years and countless projects with Fortune 50 corporations, major trade associations, and nonprofit organizations, she still thought it was fun. In 1995, Kathy started Total Event Resources, a g

In this episode, Domenic and David discuss:  Estate Planning Legal areas of focus when planning an M&A Assembling the right team Securing your key employees    Key Takeaways:  Consider the long-term perspective of the estate when business planning Get the “curb appeal” of your business looking good before you have a buyer Start with the end in mind Preparing and assembling the right team upfront can make all the difference on how your sale turns out     "Building the internal team and the internal structure or processes is typically really important if you are going to be with a sophisticated buyer." —  David Buckley    About David Buckley: Mr. Buckley, Founding Member, concentrates his practice in estate and succession planning for business owners and individuals and the representation of businesses, including purchasing and selling businesses, business litigation, financing and business formation. Mr. Buckley has been involved in estate planning for high net worth individuals and families, the admin

In this episode, Domenic and Lamar Stanley discuss:   How Gen Cap approaches fundraising  Approaching returns on investments  Client concentration  The market going forward and trends      Key Takeaways:   Gen Cap prefers to back and keep a management team that has experience and history in the firm  Delegate tasks before you go to market  Don’t try to time the market, sell when you still have room for growth  Get the bad news out early         "Inevitably in every process there are going to be surprises, so it is best to try and avoid as many as possible." — Lamar Stanley       About Lamar Stanley: Mr. Stanley joined Gen Cap in 2016 and serves as their head of deal origination. Previously, Mr. Stanley was with Diversified Trust Company, a Nashville-based wealth management firm where Mr. Stanley worked in their private-equity strategy group. Prior to Diversified Trust Company, Mr. Stanley served as an Intelligence Officer in the United States Navy. He holds a B.A. degree from The University of the South,

In this episode, Domenic and Phil Stout discuss:   Phil’s background and how he and his wife were led to owning a small business  Becoming comfortable in a new industry  Preparing ahead of time to buy a business  Owning a business with your partner      Key Takeaways:   When looking for a business to acquire its key to have a list of requirements that are important to you as an individual  Have a realistic expectation of what cashflow will be expected  Have a good division of labor that focus on each other’s strengths in a partnership  A good ‘elevator pitch’ will create a much smoother process later, establishing a good rapport     "Deal fatigue is a real thing. Making sure that we’re not overwhelming the sellers who have to run a business still, was a huge thing we tried to focus on." — Phil Stout        About Phil Stout: As the new owners of Sizzle Productions, a 16-year-old staging company, Ashley and Phil Stout stage vacant properties across the Chicagoland area, catering to homeowners, developers an

In this episode, Domenic and Tim Allen discuss:   Phase 1 reports and when they are needed  Phase 2 if your report has REC’s impacting the property  Phase 3 remediation  Defensive Environmental consulting      Key Takeaways:   R.E.C. Recognized environmental concern and responses until the problems  The bank and their risk department decide what the next step is going to be  If you don’t do a phase 1, then you bought the liability when you bought the building  You can use actual science and regulations to prove REC’s aren’t a problem      "I give peace of mind to banks, business buyer and sellers, and commercial lenders that their investments are safe from environmental risk.  " — Alisa Allen      About Tim and Alisa Allen: It started with a passion for rocks and an amazing professor at Lawrence University in Appleton, Wisconsin. It took me to the University of Florida for a master’s degree then back to Chicago, to my roots. I’ve spent the better part of two decades guiding engineers, architects, and buil

In this episode, Domenic and Steve Lasiewicz discuss:   SBA loans and the advantages  Items that really matter to acquire a business  Partner buyouts   How to approach SBA loans; advice      Key Takeaways:   When giving loans, the trends of the business, what knowledge is needed to operate that business and why is the seller selling the business are looked at closely  The buyer needs to know and understand the business they are acquiring  A detailed business plan with a detailed projection is key   Experience in the industry is crucial in a lender  Undercover Billionaire https://www.discovery.com/shows/undercover-billionaire     "Leverage used the correct way makes sense. It’s what makes the wealthy, wealthier because they know how to use debt the correct way." —  Steve Lasiewicz       Connect with Steve Lasiewicz:   Twitter: busey     Facebook: BuseyBank/    Website: busey.com  Phone: (630) 237-2605  Email: steve.lasiewicz@busey.com     LinkedIn: busey/     Connect with Domenic Rinaldi:   Sun Acquisiti

In this episode, Domenic and Tad Render discuss:   Understanding your goals and objectives  Unintended consequences of decisions  Maximize the value of your business and making sure you're compensated  Continue to focus on the business during the process     Key Takeaways:   A mediator adds a lot of value to any deal  Make sure all your contracts are in order before going to market  Consider tax ramifications  Use the diligence phase to date your new partner     "The highest offer may not always be the best. It depends on the goals and objectives of the seller." — Tad Render     About Tad Render:    Tad Render is a partner with Miller, Cooper & Co., Ltd. and leads the Firm's Transaction Advisory Services Group. He has over 18 years of experience working with a host of financial and strategic buyers and sellers in a diverse range of industries including manufacturers, distributors, and service companies. His experience includes buy-side and sell-side financial and tax due diligence and general consulti

In this episode of M&A Unplugged, Domenic and Geoff Cockrell discuss clarifying private equity and its true meaning and trends within the private equity industry as it relates to mergers and acquisitions. In addition, they discuss what issues private equity firms love to see and certain terms within an M&A deal to watch out for.     Key Takeaways:  From a seller perspective, be aware of how the firm is going to obtain the capital needed for the acquisition and their track record of closing M&A deals Identify the target problems to solve Asses your tax structure, plan early Debt has risk and benefit   "It’s not just the price you get, it’s the price you keep." —  Geoff Cockrell    About Geoff Cockrell:  Geoff is the chair of the firm's private equity group and serves on the firm’s Board of Partners. He has a wide scope of experience in mergers and acquisitions and financing transactions. His mergers and acquisition experience, representing private equity sponsors, strategic purchasers and sellers

In this episode, Domenic and Jon Dwoskin discuss:  What keeps business owners from moving forward  As the market evolves, the way to separate yourself, the follow up needs to be up to standards  How to build your personal brand  Think Big methodology      Key Takeaways:  It all depends on how the company tackles their problem  What keeps businesses stagnant: wrong people wrong seats, not constantly recruiting, not training current talent, different levels of consciousness, where they're at and where they were at the beginning  Have a living business plan   Show up every day and be consistent with rituals and habits     "" — Jon Dwoskin     About Jon Dwoskin: Jon is a business coach/ author and speaker. He works with successful people who are stuck and want to get to the next level. He grows businesses big. Very big!     Connect with Jon Dwoskin:  Website:  https://jondwoskin.com/  Email:  jon@jondwoskin.com  LinkedIn:http://linkedin.com/in/jondwoskin     Connect with Domenic Rinaldi:  Sun Acquisitions Web

In this episode, Domenic and Tom Minichiello discuss:  Common threads and traits of M&A transactions throughout Tom’s career.  The importance of diligence from a buyer and a seller side.  Lessons learned from deals not made.  CBRS and the innovations coming to the technology sphere.   Key Takeaways:  Look at whether or not you have the right team in place to handle the diligence and the integration.  Line up external resources to help with diligence if you don’t have the internal resources.  Set the course and the strategy from day one.  Consider additional investments that need to be made when analyzing the deal.  To all CFOs – be the captain of the transaction.   "You’ve got to stick to your criteria; you’ve got to stick to your strategy; you’ve got to stick to your financial model as a business." —  Tom Minichiello   About Tom Minichiello: Tom joined Westell in 2013 as Senior Vice President, Chief Financial Officer, Treasurer, and Secretary, responsible for finance, IT, HR, legal, contracts, re

In this episode, Domenic and Jeff Alvis discuss:  What The Keystone Group is and how they can help during the M&A process.  How diligence and planning are the same aspect of the process.  Culture assessment and gap analysis.  Having plans and resources in place from the beginning of the acquisition process.   Key Takeaways:  The time to think about integration is the day you start to think about doing an acquisition.   Do you have the people and the resources to actually execute integration? Do you have the expertise?  Integration needs to be done seamlessly, as quickly as possible, so that you don’t lose momentum on either side.  Communication, both internal and external, is key – have a plan, do it as quickly as possible and as frequently as you can.   "You need to think about integration from the get-go." —  Jeff Alvis    About Jeff Alvis  At Keystone, Jeff focuses on M&A due diligence and integration, profit improvement, and business and organization strategy. Prior to Keystone, Jeff held lea

In this episode, Domenic, Matthew Locci and Scott Maze discuss: Transitioning with ease from their previous jobs The support they received from their peers Having advisors to guide you through the entire process Sticking with what you know  Key Takeaways: Getting every factor in the right position so that they could leave their jobs in a seamless transition Source financing with multiple banks Flexibility is a key component in the success of a business Importance of looking at cross sections of the business to get a feel for what is out there and to see the operations of a business   "Position yourself to be structured the right way to be most advantageous for what we're trying to accomplish." —  Matthew Locci   About CLM Equity: CLM Equity is an investment group started by Matthew Locci and Scott Maze. They recently engaged a nationwide search to acquire and operate an aerospace component manufacturing company. The search has resulted in a successful acquisition of a precision aerospace machine shop

In this episode, Domenic and Toby VanOver discuss:   How they decided leaving their stable jobs and transitioning to their business   The importance of staying consistent with maintaining one's business    Consulting and creating a stable team for your business   The process of selling a business and reaping the most profit       Key Takeaways:   Even after selling your business, maintain it consistently   Maintain your business everyday as if you will sell it any day   Have your team be completely up to speed and have chemistry to streamline the process   Consult your team far in advance, prior to selling your business       "When someone's getting ready to sell their business I think that it’s absolutely paramount to have your comrade of professionals, your attorney your accountant be completely up to speed on MnA and if they're not, then it’s time to develop a new relationship." —  Toby VanOver       About Toby VanOver: Keith offered professional sales experience and knowledge of the trades.       Ann

In this episode, Domenic and Jonathan Banta discuss:  Jonathan's experience in preparing and selling business   The importance of earn outs when creating a partner relationship  What he learned from previous transactions of businesses about sale process, diligence, and integration  How to streamline the process of collaborating different businesses.     Key Takeaways:  There was a seamless integration due to familiarity and synergistic relationships  Need to select the appropriate partner and make sure values and ideas are  aligned with your partner, as to prevent remorse  Be happy with what you get with clients and assume you will not get an earn out, if you are okay with that result, go forward with that partnership  There are consequences when selecting the wrong partner     "The crude math equation for a professional services company back then was roughly 1 times revenue and generally what you are fighting for a scenario like that is how much of it is upfront and how much of it is earn out." — Jonatha

In this episode, Domenic and Scott Becker discuss:  How to create a coherent plan of action   The factors that go into a successful financial transaction  How Scott managed multiple businesses  How to be successful at both buying and selling     Key Takeaways:  Scott credits his success to having lots of energy and drive, surrounding himself with magnificent people and leaders, and his understanding of the importance of being both niche centric and customer centric  There are three parts of a transaction - getting your people all on the same page, getting in sync with those on the other side of the transaction, and all the tasks necessary to close a deal  The most successful buyers know the business extremely well, assess risks quickly and easily, and take their knowledge combined with personal/relationship skills to complete transactions.  The most successful sellers understand their purpose    "In the legal business and in the sort of media business, the whole ability to grow, and scale the practice for