Waterway, Inc.

Brokerage

Consulting M & A Brokerage

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        

 

 

 

 

                

Brokerage Services

Owners decide to sell their business for any number of reasons.  However, there are usually 2 factors they have in mind when they sell, price and timing (timing can also include any participation on the part of the former owner after the sale).  We understand these 2 overriding factors and make them key parts of any initial sell-side analysis.  From there, once we have agreed to representation services, we start with a business valuation.

Business Valuation

Waterway provides valuation services for interests in closely held businesses for use in:

Ø       Acquisitions and Divestitures

Ø       Estate and Gift Tax Planning

Ø       Litigation Support Activities

Ø       Buy-Sell and/ or Partnership Agreements

Ø       Obtaining Financing

Ø       Strategic Management and Decision-Making

Ø       Business Transition Planning

We offer four types of business appraisals:

1.    Opinion of Value: A business valuation used for businesses with annual sales of under $500,000.

2.     A Formal Valuation that looks at assets, market comparables and cash flow to determine a blended valuation for " Main Street " businesses with sales between $500,000 and $3,000,000.  

3.     A Formal Valuation for firms with sales between $3,000,000 and $12,000,000.  The analysis takes a more detailed view of asset values, market comparables and cash flow multiples and emphasizes ratios, trends, and common size analysis.  In addition to company earnings, the balance sheet will be a key component of this analysis.

4.     Mergers and Acquisitions (M & A) Value: A customized valuation for firms with revenues exceeding $12,000,000, the fee depends on the type of business and the use of the business appraisal.

Your Waterway Business Advisor will help you determine which business appraisal best suits your needs.  The Advisor will also help you gather the information necessary for the appraisal and assist in packaging it.

Owners of private firms rarely have an accurate understanding of the current market values of their corporate assets.  Because of this, a regular analysis of business value can be a useful management and planning tool.

Brand Valuation

Brand portfolio can be a company’s most important asset, but the value of any particular brand is often unknown.  However, brands should be managed like other company assets – they should contribute as much or more to your company’s profitability and value than they are worth on the open market.  Simple economics suggests if a brand can be sold for more than the present value of the income it is expected to generate in the future, then it should be sold.  Vital to brand value management is an understanding of return-on-investment, and adequate methods of measuring the costs of developing brands and the rewards received from increased sales.

Waterway advises companies in proposed transactions for buying and selling brand rights and franchise territories, and in developing action plans for brand development and value enhancement.

Buyer and Seller Representation

BUYING OR SELLING A BUSINESS MAY BE THE MOST IMPORTANT BUSINESS DECISION YOU WILL EVER MAKE – ALIGN YOURSELF WITH THE PROPER TEAM OF PROFESSIONAL ADVISORS.

The purchase or sale of company operations, assets or stock involves crucial business decisions with significant impacts on return-on-investment and the ability to finance future operations and growth.  Besides these financial considerations, there are many “soft” factors impacting business transactions, such as family considerations, lifestyle decisions and the future of key employees.  During this critical time, it is important to seek the advice of seasoned professionals with experience in handling transactions of such significance.

Waterway Business Brokerage represents companies large and small in a variety of industries with a variety of ownership structures.  We can assist you in the analysis of potential acquisitions or sales, identification of potential buyers or sellers, development of negotiating strategies and deal structures, negotiation of the financial terms and structure, and handling supplier approvals.

We can serve as your representative during the negotiation process, allowing you to concentrate on the day-to-day management of your business, or as a confidential advisor providing you with objective, dispassionate feedback during a critical and stressful time.

Company values can be highly dependent on industry trends and operating characteristics unique to your business.  These factors can result in wide swings in value.  A lack of understanding of these impacts can cost you!  Our experience working with businesses provides an intimate understanding of the market for company assets and the ability to negotiate terms favorable to your interests.

PRE-TRANSACTION PLANNING

The buying/selling process should begin with detailed assessments of the financial advantages obtained from various hypothetical transactions.  In addition, the qualitative or intangible benefits need to be analyzed.  A seller should understand the economic value of his/her company to potential acquirers, set objectives for realizing this value, and develop strategies for achieving it.  Waterway has the experience to know which questions to ask in exploring these strategic issues and the skills to guide you down the path toward the most favorable outcome.

CONFIDENTIAL MARKETING

Waterway maintains an extensive network of contacts with buyers and sellers, capital sources and financial institutions.  We can identify potential acquirers, manage the process of marketing your company in a timely and confidential manner, gauge the level of interest and ability of various buyers, and analyze expressions of interest and letters of intent.

NEGOTIATIONS

In our role as your advisor in the negotiating process, we can assist you in formulating strategies and in coordinating the activities of your other professional advisors, such as attorneys, accountants, and bankers.  Our primary objective is to represent your best interests by securing terms that optimize your financial and personal objectives.

FINANCING

We maintain contacts with financial institutions, should you need assistance in securing financing for the transaction.  Private capital may also be an option to increase the equity portion of the deal.  Waterway can assist you in developing and analyzing financing targets and securing capital with favorable terms.

POST-ACQUISITION INTEGRATION

THERE ARE TWO MAJOR ROADBLOCKS TO A SUCCESSFUL ACQUISITION – THE FIRST IS PAYING TOO MUCH.  THE SECOND IS POOR PLANNING AND IMPLEMENTATION.

For the buyer, the closing of a deal is just the beginning.  The success of an acquisition or merger is highly dependent upon its implementation and/or integration with existing operations.  Total returns and payback periods can be greatly improved through proper implementation, helping you achieve the anticipated economies of scale and adding value to the existing operation.

 

 

Factors to Consider

Buyer Types

There are three generic buyer types:

1.         Private (Job-Seeking) Buyers

Private (Job-Seeking) Buyers are individuals who are often well financed but risk averse.  As the name implies, they are frequently seeking to replace the income stream and intellectual challenges lost or abandoned in the corporate world.  As a group, they are well educated, professional, honest, and focused.  They generally have from $250,000 to $2,500,000 to invest in an acquisition and must consider debt service and personal financial requirements when making an offer.  These considerations limit the size of the business that they can acquire and the premium that they can afford to pay.  Oftentimes they are inexperienced in acquiring a company, which can slow down the process.

2.         Private Equity Funds (Financial Buyers)

Private Equity Funds (Financial Buyers) are small groups of investors seeking to buy companies with $5,000,000 to $500,000,000 in annual revenues.  They generally acquire companies for a percentage in cash (generally 30% to 70%) with the remainder paid when the Fund turns over the investment (generally 3 to 7 years.)  They usually acquire companies to serve as a platform to buy additional companies in the same industry.  Most of the time, they want key managers to stay on and participate in the growth and future of the business.  In exchange, they will provide incentive bonuses, earned equity in the new venture, and stock options.  Key management is expected to grow the platform company through sales and acquisitions while the Fund concentrates on strategic acquisitions.  Because the business seller often has the opportunity to “cash out” twice in this type of sale it can be very lucrative for sellers who plan their exit strategy well in advance of their desired departure date.

3.         Strategic Buyers

Strategic Buyers are often privately owned (or publicly traded) competitors or suppliers of equal or complimentary products.  These buyers often pay higher purchase multiples than other buyers, because they are looking for new products or markets that they can sell through their existing organization.  Strategic buyers usually have the resources and the ability to close quickly, and due diligence may be somewhat easier when they are already knowledgeable about your industry.

Of the three buyer types outlined above, Private buyers generally pay the least, Private Equity Funds fall in the middle, and Strategic buyers generally pay the most.  Most businesses are not sold at premium prices, because there are far fewer Private Equity and Strategic buyers than Private buyers and frankly, very few business intermediaries know how to find and effectively reach the highest paying potential buyers.  We must emphasize that knowing how to reach premium buyers is paramount to obtaining maximum value for your business.

Owner Involvement

Selling a company can be time consuming and a distraction.  What’s worse, it can cause you to lose focus on your business, and perhaps cause you to fall below budget which is the last thing you want to do when selling a company.  For this reason, Waterway coordinates all buyer questions, meetings and visits, and does everything possible to minimize the impact on you and your company.  We will not let a buyer meet you until we are convinced they are a committed and qualified purchaser.  Our job continues through the coordination of offers, financing, due diligence & closing the sale.  Our goal is to protect you, your employees, clients, and suppliers from the process. 
We will request your help at the beginning of the selling process.  This help mostly consists of providing us with the information needed to complete the Market Valuation and Offering Memorandum.  Later, we will ask you to meet with a very limited number of serious, pre-qualified buyers for "pre-offer due diligence"; and to give consideration to any offers brought by our team.  We do everything else. 

How Long?

It generally takes 6 to 24 months to sell a business!  This obviously depends on many factors including how fast the business seller responds to our initial request for information.  Our thorough research and attention to detail reduce the overall selling time by reducing the number of buyer meetings, shortening due diligence, and shortening the time needed to gather documentation for lenders.  When a business is sold to a strategic buyer or investment fund that has sought the transaction and is only negotiating price, the process is generally completed within 180 days.  If the business has to be sold to a private individual, it may take longer to find a qualified Buyer.  Due to legal complexity, stock transactions often take longer to finalize than asset transactions.

Commercial Real Estate

Does the business own the real estate; or do you own the real estate in a separate corporation but want to liquidate when the business is sold?  Regardless of the ownership model, Waterway, Inc., will facilitate the real estate portion of the transaction in a seamless manner.  

 

Regardless of your particular situation, we can develop a customized plan to assist you in selling or buying a business.

 

Jacksonville:    904-418-8968

Atlanta:            404-401-8842

Toll Free Fax:    866-879-2418

Electronic mail:  General Information: info@waterwayusa.com

 

 

Contact   Home  Feedback  Services   Copyright 2009© Waterway, Inc., All Rights Reserved