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The principals of Accord Capital, Dave Charleson and
Martin Kupferman, answer your questions:
A: We are unusual in combining our careers as a successful
business owner and a finance professional having done many mergers and
acquisitions and other financial transactions. This combination of Main
Street and Wall Street affords our clients a number of benefits. For example,
we have a “real world” understanding that business owners wear
many hats and are often too busy putting out short-term fires to plan
ahead for the vital matter of selling their businesses or raising the
capital needed for growth. We not only recognize that but have focused
our work with clients getting them prepared for financial transactions.
We know what issues are important in selling a business and how to help
my clients focus on them to build value.
A: There are many factors to consider in achieving the
highest valuation possible. A trained M&A professional can identify
and evaluate these factors in regard to how they may affect the sale of
your company. Planning ahead in advance of a sale is an excellent way
to help ensure a higher valuation. For more information, visit the article,
"Valuation Vision." Find it on GOOD READING.
A: Absolutely! Deals that are not well planned can founder
on execution. For example, failure to correctly position or articulate
strategy can hurt valuation multiples. Unanticipated issues that arise
in due diligence can certainly kill a deal. And third-party negotiations
can become more expensive if they become a transaction closing condition.
These and other similar examples are not ones that can be papered over
in selling documents or definitive agreements, no matter how clever the
investment banker or attorney may be. That's why companies like ourselves
who have experienced transactions as both seller and intermediary can
help create value through planning for a sale.
A: Most investment banks will not deal with mid-sized companies
which are the focus of our practice. If they do, they don't use senior
resources to do the work and often have minimum fees that are hard to
justify.
A: While we feel we add real tangible value to any mid-sized
business owner contemplating a financial transaction, we are especially
well versed in three industries as well. Martin’s fifteen career
in building and running a specialty coffee company which had sixty locations
and five food production facilities, provides him with an understanding
with many aspects of the food industry and specialty retail. Dave’s
finance work in segments of the business service industry—insurance
and health care administration companies—has give him a thorough
schooling in the issues facing professional service companies looking
to acquire, merge, sell or raise growth capital for their businesses.
A: Where appropriate our compensation is largely success-based.
That is, we receive a percentage of the value of transactions when they
close. In these cases we also charge an initial retainer which enables
us to spend the time getting to know fully the companies that engage us,
the potential market and then developing materials required to do the
transaction.
In other cases where we are not being asked to undertake
a transaction, we work with our clients to develop specific project based
fee arrangements.
A: Yes! That's why planning ahead is so important. Disputes
about your intellectual property, problems with your ownership structure,
threatened or pending lawsuits, or other structural problems are best
dealt with before placing your company up for sale. Baring that, they
should be disclosed early on in the sale process in as strategic a fashion
as possible.
This means tracing in advance the predictable audit
trail that buyers will follow as well as reviewing Board Minutes, stock
books, litigation history, stock option plans, employee benefit plans,
and more.
A: Our services strike a balance because while we offer
the same service you would find at larger M&A firms, it is much more
personalized. While we assist you with the entire M&A process, you
are able to run your business. That's because we take care of all the
details, keeping you apprised at every turn.
We recognize the intensely personal nature of selling
an entrepreneurial business. In contrast to those with a narrow transactional
focus (like that of an investment banker), we remain actively involved
throughout each transaction, from inception to completion.
A: Our clients are primarily businesses with $5-50 million
in revenues. This is a sector frequently overlooked by the major investment
banking houses and national consulting firms.
A: Certainly, but like all advantages, you must first identify
and then utilize them correctly. One is the relative ability to pick the
timing of a sale and plan for it effectively to achieve better value.
For example, many larger companies are driven by stock market fashions
or outside controlling interests, which can control the timing and manner
of a sale.
The second advantage is that obtaining information
about larger potential buyers can be better than getting the same information
about their targets. By this we mean that developing information about
the business strategy or a history of past transactions is easier for
a large entity, especially if the company is public.
What the smaller business owner has traditionally lacked
has been the access to professional resources and information to help
take advantage of these factors. That's where our services come in.
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