Mergers & Acquisitions...
Merfeld & Schine, Inc.

Consulting for Sellers Selling one's entire company is likely to be the largest single financial transaction a business owner will ever make. As large a transaction as it is, it's more than a financial transaction. Your business represents years of hard work, risk, and sacrifice along the way. The importance of getting the sale of one's company right can't be overstated. However, few business owners have ever sold a business. That's why you can use the help of someone who has expertise and experience to assist you through the process. We can help you with all aspects of the complex process including: Making the sell decision Is this the right time to sell? Are there alternatives to selling? Preparing your company for sale There are a lot of small steps you can take in advance of the sale to enhance your company's value and marketability Estimating value and setting an asking price Packaging and preparing marketing materials, including the all-important business selling memorandum A good business selling memorandum details the financial and non-financial benefits of the business to prospective target buyers. Financial information is fully recast. A typical selling memorandum runs about 20 pages or more, depending on the company. Screening prospects Nothing brings out tire kickers like a business for sale. We can help by: Separating tire kickers from real buyers Financially qualifying prospective buyers Make sure prospective buyers sign and adhere to a strict nondisclosure agreement Evaluating business acquisition proposals and letters of intent Is it a good offer? Very few acquisition offers are as simple as "here's the amount of money that we will pay for your business" An offer is likely to include a lot of terms, conditions, and contingencies. For example: Is it an asset or stock sale? (this difference has major tax implications) What exactly is and isn't included in the sale of the company? Are liabilities included? Are any assets not included? Is it a 100% buyout, or are you retaining some equity? What is the acquisition price and How will it be paid Cash? Owner financing? Escrow? Earn out? What are the parameters of due diligence? For example, is the buyer insisting on talking to your customers? What are the contingency terms? Will the offer actually result in a close? This is a key question to ask right up front. It's a lot easier to make an offer than it is to complete an acquisition. Is the buyer financially capable of doing the deal without outside financing? If the buyer needs outside financing, is he a viable borrower in the prevailing lending environment? Is he a buyer who is likely to change his mind (we have developed several tools to evaluate this unpleasant possibility)? Negotiating the deal Every business acquisition deal involves a good amount of back and forth negotiating about issues large and small. We can help with the negotiations, and put out the inevitable brush fires as they come up Due diligence Business buyers or their lawyers, accountants, or bankers will need to look over a lot of documents. Invariably, they will ask for a lot more than they really need. We can help respond to the document requests and cut your work load way down. We can also help organize the process to make sure the buyer gets what he needs, without putting undue strain on the operation of your company Closing the deal This is what it's all about. We can help you get to the point of closing the deal and making sure the closing goes smoothly We can assist in dealing with all the questions, and mitigating all the obstacles, and problems that inevitably come up in a business sale Beware Sell Your Business Seminars: There are a few companies out there that run very polished seminars on selling middle market companies. While some may be perfectly legitimate, others use clever hyperbole to garner huge upfront fees from prospective sellers. We are happy to review any proposal you have received dealing with selling your company. Of course we can also represent your company for sale. Take a look at our section on Business Brokering and Business Intermediary Services Do you want a free 20 minutes telephone consultation regarding the sale of your company? Fill in the simple form or call us at 401-751-3320. We'll be happy to give you free advice without sales pressure.