Buying and Selling

What You Need to Know When a Loan is Impaired


As we enter another year uncertain when transacting business will return to a semblance of normalcy, many businesses will have to face the prospect of dealing with their lender.  As a business advisor, you may be asked by your client, what happens now?  While business owners will hope for a better year and seek a reopening of their business once vaccines are widely distributed, they may find that their lending institution has a different risk perspective and may be far more numbers-driven and focused on actual results, not aspirations. Lenders remain concerned about their portfolio of outstanding loans and the [...]

What You Need to Know When a Loan is Impaired2021-03-01T16:23:30-05:00

Not ready to sell today? The “Two-Year Plan” was made for you


Some of our most successful deals resulted from the owner’s patient, resolute commitment to preparing their business to sell at the right time, for top dollar. The sale of a business is different than the sale of any other asset. Unlike real estate or capital equipment, which can often sell quickly at a good price, businesses usually require extensive preparation for their sale to yield maximum value. Recognizing that a business sale is a relatively long-term proposition, IBG Fox & Fin has throughout our 27-year history taken the long view: We often create relationships with business owners two or more [...]

Not ready to sell today? The “Two-Year Plan” was made for you2021-02-04T14:28:14-05:00

Dealing with Working Capital in a Divestiture


Takeaway: Working capital can be the biggest chip at the table during your negotiations. Here is everything you need to know to calculate working capital before you enter the sale process. In most of the M&A deals that I am involved in, working capital is one of the most complicated areas to navigate when trying to close a transaction. Here are the areas that you need to consider when thinking about working capital in the context of completing a deal: Inclusion of Working Capital First off, let me start by clearing up confusion that some business owners may have regarding the inclusion of working capital [...]

Dealing with Working Capital in a Divestiture2021-02-04T13:25:19-05:00

2021 M&A Analysis from a Buy-Side Firm


We believe the small-to-midsize business mergers and acquisitions market looks positive going into 2021.  More Clarity and Certainty  As we put 2020 behind us, what does 2021 hold for us in the SMB M&A industry? We are now entering a new year where lockdowns give way to a vaccine, and there is more clarity around taxation, spending, and related policy from an expected divided government. These factors along with Q4 signs of substantive activity led us to believe the small-to-midsize business (SMB) mergers and acquisitions (M&A) market looks positive going into 2021.  2021 Market Factors  Looking at the details at the time of this writing, no one knows how to call the [...]

2021 M&A Analysis from a Buy-Side Firm2021-01-06T10:59:41-05:00

Eight Things to Consider When Selecting an M&A Advisor


I have met thousands of business owners over the decades, and the majority of small to medium-sized business owners/entrepreneurs are “do-it-yourselfers.”   Most have survived many challenges along with some failures but have continued to work diligently which is why they are successful today. They believe in themselves, as they should, and many believe they do not need an M&A advisor - they can do it themselves.   Many studies have been completed over the years by various associations and the conclusions are consistent:   A competent, experienced M&A advisor will:   Remove a great deal of emotion from the owner, allowing them to make logical [...]

Eight Things to Consider When Selecting an M&A Advisor2020-12-02T17:04:03-05:00

Creating Favorable Deal Structures in Times of Uncertainty


The COVID-19 pandemic put a temporary halt to virtually all M&A transactions earlier this year, and for good reason too. We’re about seven months into the pandemic and the future is still uncertain with no clear path forward. We are starting to see more deals put back on the table and buyers are reemerging to hunt for opportunities. The question is, how do sellers, buyers, investors, and their advisors find common ground to navigate these uncharted waters? As necessity is the mother of innovation, business owners and their advisors are adapting to the realities on the ground, developing unique strategies and [...]

Creating Favorable Deal Structures in Times of Uncertainty2020-12-02T16:52:16-05:00

If Buy/Sell Agreements Are So Important, Then Why Are They So Overlooked?


Business owners, including business brokers, should take a moment to answer this important question: what happens to the interest in your company when you decide to sell your shares, you become incapacitated, or you are deceased? If your answer to the question is “I don’t know,” you aren’t alone. Many businesses fail to answer these important questions prior to entering into a new business venture with another individual. If a business has already been formed, it is likely too late for a business to incorporate these important what if’s into their by-laws. Furthermore, an amendment to the by-laws is not [...]

If Buy/Sell Agreements Are So Important, Then Why Are They So Overlooked?2020-11-05T13:50:58-05:00

Creating Value in Integrative Negotiations: Myth of the Fixed-Pie of Resources


Integrative negotiations seek to create value and expand the pie  Creating value is the name of the game in integrative negotiations and these principles also apply to the highly competitive realm of business negotiations. In the business world, why is competition so often the norm, while cooperation seems like an impossible goal? One of the most destructive assumptions we bring to negotiations is the assumption that the pie of resources is fixed. The mythical-fixed-pie mindset leads us to interpret the most competitive situations as purely win-lose.  For those negotiators who recognize opportunities to grow the pie of value (see also, [...]

Creating Value in Integrative Negotiations: Myth of the Fixed-Pie of Resources2020-09-30T10:54:35-04:00

3 Legal Mistakes to Avoid When Selling a Business


When preparing to sell a business, a mistake you will want to avoid is failing to pay enough attention to the variety of legal issues involved in a business sale transaction. The wrong legal mistake can stop a sale in its tracks. Worse, it could cost a small fortune to unravel. Thus, it is critically important to carefully analyze all relevant legal angles to the sale of your business. This post will look at some of the key legal points sellers should consider long before putting their business on the market.  Mistake #1: Neglecting to Have a Non-Disclosure Agreement  A critically important step [...]

3 Legal Mistakes to Avoid When Selling a Business2020-08-05T17:15:00-04:00

Diving into Diligence


“Financial Due Diligence” (FDD) and “Quality of Earnings” (QoE) are often bandied around during a transaction —sometimes used interchangeably— but what’s the difference? In this post, I explore the key differences between typical FDD and QoE, including when each term applies and what they tell us.  Being Diligent  FDD and QoE are both exercises in diligence, but they serve different purposes – and sometimes at the same time.  On the buy- and sell-side of a transaction, owner-operators, lenders, investors, and, at times, regulators will request that FDD or QoE is performed so that relevant stakeholders can gain assurance and mitigate their risk.  From an owner’s perspective, [...]

Diving into Diligence2020-06-30T13:57:49-04:00