Buyouts, + Website: Success for Owners, Management, PEGs, ESOPs and Mergers and Acquisitions(Wiley Finance)

The definitive guide to best practices for mastering techniques of the insider-led transition planning A must have book for business owners, key employees, and their advisors who need to be aware of the full spectrum of succession options, Buyouts provides objectives, advice, steps, and a host of examples on the full spectrum of insider-led buyouts. A road map for CPAs, it presents the parameters for many of the major industry segments, techniques for managing risk, providing retention and performance incentives for key personnel and insights into getting deals financed. Features advice and examples of insider led buyouts Essential guidance on succession options for business owners, key employees, and their advisors The 411 on selling your company for a fair price, maintaining control over the process, and realizing lifelong goals Transition planning is becoming a hot business topic as millions of business owners head into retirement. The fact is that only a limited number of privately held companies will be successfully sold to third parties. A road map for CPAs, Buyouts presents the parameters for many of the major industry segments, techniques for managing risk, providing retention and performance incentives for key personnel, as well as insights into getting deals financed.

Table of Contents:
Acknowledgments xvii Introduction The New Reality for Business Owners in 2012 1 The Middle Market 2 Not Another Mergers and Acquisitions Book 3 Chapter Organization 4 Chapter 1 Buyout Examples 7 Case Study—SRC Holdings, Corporation 7 Case Study—SSG Financial Services 11 Case Study—Quality Assembly and Logistics, LLC 14 Case Study—Jumbo Heater & Manufacturing Lessons Learned 18 Summary 19 Chapter 2 The Economy 21 Brief Overview of the Current Recession 21 Near Term Regulatory Environment—Tax Increases 25 The Longer View 26 Summary 27 Chapter 3 Finance 29 Community Banks 30 Regional and National Money Center Banks 32 Mezzanine Funds 33 Private Equity 34 Small Business Administration and Government Sources 35 Seller Notes 36 Summary 37 Chapter 4 Valuations 39 Purpose of the Valuation 40 Determining the Transaction Consideration 41 Standard of Value for Transactions 42 Types of Buyers and Sellers 46 Attributes of Ownership—Control and Minority Positions 47 Lack of Marketability 49 Additional Adjustments to Valuation 50 Three Valuation Approaches: Income, Market, Asset 50 Summary 61 Chapter 5 Industries and Businesses 63 Technology and Software 64 Communications 65 Energy 65 Commodity Goods—Retail Food and Agriculture 65 Healthcare 65 Manufacturing 66 Construction 66 Main Street Businesses 66 Discretionary Products and Services Industries 67 Professional Services 67 Summary 67 Chapter 6 Professional Advisors 69 Attorneys 69 Certified Public Accountant 70 Financial Advisors 71 Investment Bankers 72 Behavioral Science 73 Key Employees 75 Board Members or Advisory Members 76 Family 76 Summary 77 Chapter 7 Documents and Due Diligence 79 Due Diligence for the Seller 79 Due Diligence for the Buyer 83 Common Documents and Key Covenants 86 Summary 90 Chapter 8 Short Course on Taxes 91 Tax Issues for the Seller 91 Tax Issues for the Buyer 98 Summary 101 Chapter 9 Buyouts—Non-Sponsored Management 103 Advantages 104 Cautions 105 Valuation Insights 107 Viewpoint of the Seller 109 Viewpoint of the Buyer 111 Professional Advisors 112 Risk Environment 114 Technical Matters 115 Summary 125 Chapter 10 Buyouts—Sponsored Management 127 Advantages 128 Valuation 131 Viewpoint of the Seller 132 Viewpoint of the Buyer 133 Professional Advisors 137 Risk Environment 138 Technical Matters 142 Summary 144 Chapter 11 Buyouts—Sponsored 145 Advantages 146 Cautions 147 Valuation 148 Viewpoint of the Seller 150 Viewpoint of the Buyer 151 Professional Advisors 153 Risk Environment 153 Technical Matters 156 Summary 157 Chapter 12 Buyouts—Management and Employee Stock Ownership Plans and Trust 159 Advantages 160 Cautions 163 Valuation Insights 165 Viewpoint of the Seller 166 Viewpoint of the Buyer 168 Professional Advisors 169 Risk Environment 171 Technical Matters 180 Summary 190 Chapter 13 Buyouts—100% Employee Stock Ownership Plan and Trust 191 Advantages 192 Cautions 195 Valuation Insights 197 Viewpoint of the Seller 198 Viewpoint of the Buyer 199 Professional Advisors 201 Risk Environment 202 Technical Matters 210 Summary 214 Chapter 14 Buyouts—Professional Firms 215 Architectural and Engineering, Public Accounting, and Management Consulting Firms 215 Architectural and Engineering Firms 218 Public Accounting Firms 224 Management Consulting Firms 230 Summary 233 Chapter 15 Buyouts Using Parallel Companies 235 Advantages 236 Cautions 237 Valuation Insights 238 Viewpoint of the Seller 239 Viewpoint of the Buyer 239 Professional Advisors 240 Risk Environment 241 Technical Matters 244 Summary 244 Chapter 16 Buyouts with Family and Management 245 2010 Tax Law Update 245 Advantages 246 Cautions 248 Valuation Insights 249 Viewpoint of the Seller (Founding Generation) 250 Viewpoint of the Buyer (Next Generation) 251 Professional Advisors 253 Risk Environment 254 Technical Matters 256 Summary 265 Chapter 17 Buyouts with Employee Cooperatives 267 Advantages 268 Cautions 270 Valuations 271 Viewpoint of the Seller 271 Viewpoint of the Buyer 272 Professional Advisors 272 Risk Environment 273 Technical Matters 277 Summary 281 Chapter 18 Buyouts of the Smallest Companies 283 Advantages 283 Cautions 284 Valuation 285 Viewpoint of the Seller 286 Viewpoint of the Buyer 287 Professional Advisors 288 Risk Environment 288 Technical Matters 289 Summary 291 Chapter 19 Inside Buyouts Compared with Sale to Outsider 293 Relative Negotiating Strength 293 Where’s the Money? 294 Asset or Stock Sale 296 Contingency Payments 298 The Day After 298 Time Uncertain—Getting to the Close 299 Investment Bankers and Intermediaries 299 Common Third-Party Buyers 300 Summary 302 About the Website 305 Index 307

About the Author :
SCOTT MILLER, CPA, ABV, CVA, PFS, CMAP, is President of Enterprise Services, Inc. (ESI), a nationally recognized firm in ESOP consulting and valuations, with over 500 clients. An entrepreneur with an extensive history of senior-level industry experience and significant equity ownership in his employers, Miller has authored four professional publications for AICPA on mergers and acquisitions, buying and selling business, ESOPs, and valuing ESOPs. Since founding ESI, Miller has worked with hundreds of businesses throughout the country on strategic transition planning and closing transactions.