Benefits to Sellers

There are a number of benefits that sellers can expect to realize in utilizing Marion to arrange and negotiate the sale of their business. The most common benefits are:

Multiple Buyers - Sellers who represent themselves typically negotiate with only one buyer. The lack of competition among buyers can result in less proceeds being realized by the seller than would have been realized, had we facilitated negotiations with two or more buyers. Even with one buyer, Marion can help assure that the one buyer pays a full, fair price.

Unsolicited Overtures - Sellers who respond to a buyer's unsolicited call or letter can unwittingly find themselves negotiating with someone who is not the best match for them. Normally, a buyer for whom your company is a perfect match is likely to pay a higher price than one for whom the fit is only acceptable. Marion's knowledge of acquirers, their financial capabilities and business goals can insure that you are introduced to the best buyer candidates.

Market Multiples - The multiple of EBITDA , (earnings before interest, taxes, depreciation and amortization), EBIT, or pre-tax cash flow being paid for companies changes constantly (shifts in supply and demand, financing availability, new buyers entering the market, etc.). Most sellers do not have up-to-the-minute data on this critical multiple. What was true six months ago may not be relevant today or six months from now. Marion's up-to-the-minute knowledge of multiples being paid can work to your advantage.

Valuation Multiples - The multiple of EBITDA paid for companies is negotiated. It can vary widely from what the seller perceives as "typical" for a company his or her size. Professional help negotiating the multiple can insure the capture of every dollar of value for the seller (and avoid failing to recognize a good offer that could have been negotiated through to a successful transaction).

EBITDA Negotiation - The calculation of EBITDA contains many elements that are subject to negotiation (e.g., replacement salaries, treatment of non-recurring expenses, amount of owner perks, treatment of recently purchased capital assets, and more). Sellers who lack current transaction experience are at a disadvantage in negotiating the highest EBITDA (which corresponds to value).

Financial Assets - The disposition of capital/operating leases, accounts receivable, accounts payable, working capital, free cash and other assets must be negotiated in every transaction. Sellers who lack knowledge as to typical handling of these matters can make unnecessary, costly concessions.

Contingent Payments - Sellers with rapidly growing businesses who represent themselves are vulnerable to leaving significant value on the table when negotiating a post-closing earn out. Issues to be negotiated include the multiple to be paid on an increasing EBITDA, continuity of accounting methods, seller's freedom to manage post-closing, and other factors. Having our assistance can help avoid being under-compensated for post-sale growth.

Transaction Momentum - Time often works against the Seller after the letter of intent has been signed. The longer the period it requires to close the transaction, the more opportunities there are for confidentiality to be breached (accidentally or otherwise). Adverse changes to the business can occur at the most inopportune time, and the longer the closing process the greater the stress on the acquiror's attention span. Or worse yet, the acquiror's funding source has an unfavorable policy change before the transaction had a chance to close. An M&A advisor's primary role is to sustain the transaction momentum and keep all parties focused on a positive conclusion.

Other Factors - Sellers should not underestimate the benefits of being represented by an experienced M&A advisor. The advisor manages the transaction so the owner can continue to manage his or her business and sustain its growth and profitability. We control communications to the seller's office, thus enhancing confidentiality. Marion buffers and resolves emotional conflicts between buyer and seller (especially important if the seller intends to work for the buyer after a sale). And most importantly, we level the playing field as it relates to the superior transaction knowledge the buyer usually has over the seller.

Conclusion - Marion Financial Corp.'s expert guidance managing the foregoing considerations can lead to a less stressful, more productive transaction than the seller could achieve on his or her own.

Securities transactions are offered through McLean Securities, LLC, Member FINRA / SIPC.
7900 Westpark Dr., Suite A320, McLean, VA 22102 (817) 843-0997