Transaction Talk Jennifer Fox and Eric Sigman

Jennifer and Eric interview Michael Lake, the new franchise owner of Signarama Framingham, MA, a large-chain supplier of custom-made signs, banners, and decals. Michael is an accomplished Emmy® Award-winning media executive with over 20 years of experience. Prior to purchasing this business, he worked at ESPN for over 22 years. In this episode, Michael shares his perspective on what it’s like to purchase a business and some of the key lessons he learned along the way with the due diligence and transaction process.
 
Key Points
[2:35] A little bit about Michael and what he was looking for when purchasing a business.
[6:00] The franchise model seemed attractive to both Michael and his business partner.
[8:55] It was great to have a clean handoff from the previous owners into Michael’s hands. It gave customers the stamp of approval that he and his partner were trustworthy.
[11:25] Michael had discovery days with the franchisor where he was able to better understand the different types of franchise options available and what style would fit Michael’s temperament.
[12:15] What did Michael’s advisor team look like?
[15:20] Michael attempted to purchase another business with Eric and realized during their due diligence process that the business wasn’t for him.
[16:20] Good advisors will tell you what you need to hear, not what you want to hear. Under Eric's guidance, Michael was able to avoid a bad purchase.
[18:35] Why didn’t Michael want to purchase that particular business?
[22:05] What did the due diligence process on a franchise look like?
[25:45] A year into owning the business, how has it been going so far?
[29:30] Despite paying for an already-established business, you can still easily lose that through poor management.
[33:15] If Michael had to do it over again, he’d want to have more cash reserves.
 
Tip of the Day:
There are no stupid questions. Ask them all. Don’t just sign things. Ask!
 
Mentioned in this Episode
Tworld.com/locations/boston
Riw.com
Transactiontalk.com
 
Michael Lake
Website
LinkedIn
 
Disclaimer:
The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.
 
Quotes
 
“It’s absolutely critical to have a team that you know is working for you and on your side, and protecting your interests.”
 
“The end goal is for the new business owner to have a smooth transition.”
 
“As much as you want this business purchase to work out, you also got to know when to tap out and have those advisors there that can guide you.”

Jennifer and Eric talk with Sarah Grossman, a CBI Principal at BayState Business Brokers. Sarah has worked with both Jennifer and Eric on a number of client projects. She has over 15 years of experience and is very knowledgeable about her field and is excited to share with you how businesses get bought and sold. On this week’s podcast, you’ll learn the benefits of a seller note, why this can be a good thing for both the buyer and seller and how it can be used to mitigate your tax liabilities with a seller note.
 
Key Points
[1:40] What is seller financing and how is it used in a deal?
[4:15] What happens if a buyer is unwilling to do a personal guarantee on a seller note?
[6:30] How does Sarah prepare her sellers for a seller note or even approach them about the benefits of one?
[9:10] What are some of the risks of having a seller note? 
[10:25] There are ways to creatively structure the note so that both sides up being happy with the terms.
[10:35] Would a buyer care if their seller is doing seller financing?
[13:25] Sarah shares an example of how seller financing works in real time.
[15:35] What types of due diligence should a seller be doing on the buyer?
[20:00] The seller note is just a good option to have for both the seller and buyer to get the deal done.
[21:35] Sarah shares how you can mitigate some of your tax liabilities with a seller note.
[24:00] Sarah shares some additional examples of how people can leverage and beneficially use seller financing.
[27:45] Seller notes also help make sure the transaction process itself goes really smoothly and that there are no unexpected skeletons in the closet.
[31:30] Deal structures have gotten really complicated due to the ripple effects of businesses being shut during COVID. People want better guarantees that their business is going to perform.
 
Tip of the Day:
Don’t wait till the last minute to engage in a sale with your broker. You should be talking to them about it 1 to 5 years out.
 
Mentioned in this Episode
Tworld.com/locations/boston
Riw.com
Transactiontalk.com
 
Sarah Grossman
Website
LinkedIn
Phone: 617-562-5700
Email: Sarah@Baystatebusinessbroker.com
 
Disclaimer:
The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.
 
Quotes
 
“If for some reason the buyer defaulted, the seller has; instead of recouping the assets; they can resell the business to somebody else and they’re keeping all the money that they’ve already gotten.”
 
“The seller note is a good tool to have at your disposal in case there is a surprise, but no one goes into it wanting that surprise. It’s just good to know that it’s an option.”
 
“It underscores the importance of having really good advisors. Deals are more complicated now than I’ve ever seen them in terms of structure.”

Jennifer and Eric talk with Kathleen Kelly and Greg Giacopelli to get a full understanding of SBA loans and when it makes sense for business owners to apply for one. Kathleen is an SVP SBA Relationship Manager at Webster Bank and Greg is the VP of Business Banking Relationship Management at Eastern Bank. There are a number of considerations and rules to understand about SBA loans, how a bank sees a potential candidate, and which loan option might be best for you. In this episode, Kathleen and Greg do a deep dive into the different situations you need to be aware of before applying for this type of loan. 
 
Key Points
[1:40] What is an SBA loan?
[4:25] A banker or loan officer is going to look at three years of historical tax returns. This can be challenging if two of those years were COVID years.
[5:45] What factors are banks analyzing about the business before issuing an SBA loan?
[8:45] The bank first has to make an internal decision on whether they want to issue this type of loan to you.
[9:25] There are SBA rules and there are also bank rules. Some banks will not touch particular industries just because they’ve been burned on them in the past.
[11:05] What’s the difference between an Express, 7(a) and 504 loan?
[17:55] Really be conscious of the types of income projections you have. The bank will be double-checking and scrutinizing that.
[26:45] When is it a good time for a business owner to talk to an SBA loan officer?
[31:20] Try to send financials over as early as possible.
[32:35] What is a term sheet or a commitment letter?
[37:30] If you want to get the best out of your loan, you really want to make your bottom line as strong as possible.
[43:30] Both Kathleen and Greg end the show with their tips of the day.
 
Tip of the Day:
Kathleen’s Tip: Do not cut corners on advisors. It makes a world of difference hiring qualified and efficient professionals.
Greg’s Tip: Make sure you are thoughtful and reasonable about your projections. Don’t go overboard!
 
Mentioned in this Episode
Tworld.com/locations/boston
Riw.com
Transactiontalk.com
 
Kathleen Kelly
Website
LinkedIn
Phone:  617-416-6567  

Email:  katkelly@websterbank.com
 
Greg Giacopelli
Website
LinkedIn
 
Phone:  781-231-4897
 
Email: g.giacopelli@easternbank.com
 
Disclaimer:
The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.
 
Quotes
 
“There are SBA rules and then there are bank rules. Some banks just won’t touch a restaurant [for example] or they got burned on a certain type of [industry].”
 
“Banks differ on how they price. National SBA lenders do a loan, price them variable, and sell them on the secondary market. That’s the model. The regional banks price them however they price them.”
 
“Having constant communication with the lender is really important and having it as early on as possible.”

Your hosts Jennifer and Eric welcome Scott Giles onto the show. Scott recently sold his business, ScoreBuilders, and worked directly with Jennifer and Eric during the selling process. In this episode, he shares some real-life examples of what the sale process was like, key learnings he experienced, and some unexpected challenges he experienced when it came to selling his business.
 
Key Points
[1:40] A little bit about Scott and why he decided to sell his business.
[3:55] Why did Scott pick Jennifer and Eric’s firm?
[5:00] Formally, Scott interviewed three different business broker groups.
[8:40] How did Transworld go about finding a good buyer for Scott’s business?
[10:20] Scott and his team at Transworld decided to set a formal date for the prospective buyers to bid on his company.
[12:15] Scott had to prepare for the buyer to completely deconstruct his business and do their due diligence. It’s a stressful moment because they’re looking at everything, including their finances.
[16:40] Scott shares his experience on why having a specialized attorney early in the process is critical.
[20:35] Scott did feel overwhelmed at times because the prospective buyer had a lot of questions and they wanted answers ASAP.
[22:00] The buyer was asking for procedures and policies that were intuitive to Scott and his wife Traci but didn’t exactly have formal documentation for.
[26:25] Scott still has plans to be involved in the business despite selling it. Why was this arranged in that way?
[30:30] Scott wants to ensure there’s a smooth transition and integration for the buyer.
[31:30] What would Scott do differently knowing what he knows now?
 
Tip of the Day:
You need to have a great business broker team on your side in order to make the sale of your business successful. Surround yourself with a great team because you will need it!
 
Mentioned in this Episode
Tworld.com/locations/boston
Riw.com
Transactiontalk.com
 
Scott Giles
Website
LinkedIn



Disclaimer:
The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.
 
Quotes
 
“After 34 years, it just came to the point where there was more regulation, more documentation, more HR, so randomly out of the blue, I said let’s sell the business.”
 
“Some of these companies we met 4 or 5 times on different Zoom meetings. We were having enough activity that we were feeling really good and we decided to [speed up the buying process].”
 
“The requests didn’t stop [from the buyer]. Every time we thought we were done, it was can you produce this document, can you explain why your inventory has these levels, and why it was different pre-pandemic.”

Transaction Talk welcomes you to the fourth and final episode of a four-part series that details what business owners need to know about selling their businesses. Your hosts Jennifer and Eric interview Russ Stein, a Mergers & Acquisitions Attorney with more than 30 years of experience working as a lawyer and shareholder at Ruberto, Israel & Weiner, P.C. In this episode, Russ shares his perspective on what business owners should look out for from a legal perspective when it comes to selling their business.
 
Key Points
[1:30] You don’t just need an attorney, you need a Mergers & Acquisitions attorney.
[2:40] What does Russ first like to talk to a business owner about when they’re getting ready to sell their business?
[4:15] Business cycles do happen and that makes business owners consider selling before a big dip.
[5:25] At what stage does Russ step into the selling process?
[7:35] What are some of the most common concerns business owners have?
[8:40] How many written contracts do you have with vendors, third-party suppliers, etc?
[11:25] What do you do if you have remote workers on your staff?
[15:10] How should business owners think about warranties when they’re about to sell their business?
[20:15] How should a seller think about personal liabilities?
[23:45] Everything you talked about needs to be in writing. Nothing verbal should be ‘assumed’.
[24:10] What should business owners look for in an M&A attorney?
[29:00] Who would Russ add to his team of advisors?
[32:35] Why would a business owner want to do an asset sale vs. a stock sale?
[35:30] It’s critical to get a lawyer in your selling process as early as possible to save you a mountain of headaches.
 
Tip of the Day:
Do your best to avoid surprising your lawyer. Be honest and upfront as early and as soon as possible, even if it might make you or your company look bad. The sooner they know, the better they can protect you/correct the error.
 
Mentioned in this Episode
Tworld.com/locations/boston
Riw.com
Transactiontalk.com
 
Russell N. Stein
Website
LinkedIn
Phone: 617-742-4200
Email: rns@riw.com
 
Disclaimer:
The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.
 
Quotes
 
“If there’s hundreds of [third-party] contracts that need to be reviewed that can be a big chunk of time and if you’re under time pressure after closing, that can create anxiety for us and the buyer.”
 
“Estate tax can be a real surprise to a buyer that is from another state that hasn’t bought a company in Massachusetts before and is unaware of this tax. The seller might want the buyer to compensate for this tax.”
 
“I recommend we do an up-front review of consent requirements in an asset deal and in a stock deal. One time, in an asset deal, it came back that [the client] needed 165 consents to do an exit.”

Transaction Talk welcomes you to the third episode of a four-part series that details what business owners need to know about selling their businesses. Your hosts Jennifer and Eric interview Scott Sagan, a CPA with over 30 years of experience in accounting, auditing, taxation, and more. Scott shares from a CPA perspective how business owners can maximize their company’s value and also make sure that their numbers are realistic to a potential buyer.
 
Key Points
[2:00] What does a typical conversation look like with a CPA and a business owner looking to sell his/her business?
[3:55] Every business owner wants to maximize their value, but it’s important to be realistic with that expectation.
[5:05] How does Scott work with business owners and prepare them properly for a sale?
[7:25] What other people should be on a business owner’s team when they’re looking to sell?
[9:25] What role does a CPA play during the sale of a business?
[11:55] It’s important to have a seasoned advisor who is used to these types of transactions.
[15:10] What types of documents does a CPA need to properly do their due diligence?
[18:00] What happens if there are two CPAs on the team and they disagree with the numbers/projections?
[18:45] Scott explains what a cash-free/debt-free purchase is.
[21:55] What are some of the benefits of a stock sale vs. an asset sale?
[23:25] What types of taxes should you be thinking about when you’re getting ready to sell a business?
[27:05] Are different types of assets taxed differently?
[27:55] What should you look for in a CPA?
[31:00] Scott shares some examples of how he’s helped clients in the past with the sale of their businesses.
 
Tip of the Day:
Make sure you use seasoned professionals. Don’t get caught up in the cost of these professionals because, in the long run, they will save you more than the cost.
 
Mentioned in this Episode
Tworld.com/locations/boston
Riw.com
Transactiontalk.com
 
Scott Sagan
Website
LinkedIn
Phone: 781-569-4732
Email: ssagan@lga.cpa
 
Disclaimer:
The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.
 
Quotes
 
“Nobody wants to see their life’s work fail. They want to sell their business to someone who will succeed and take it to the next level.”
 
“I can’t stress enough the importance of getting a good team in place to really hash these things out prior to making a final agreement.”
 
“The last thing you want to do is sell the business and 15 months after a transaction, you have a huge tax bill that you had no idea that it’ll be that much.”