Intellectual and Financial Capital for Private Companies
According to a recent survey, 25 percent of all new businesses fail within the first year and nearly half by year three. What happens if a company makes it through the start-up phase? What do they need to keep growing?
At The Inman Company we have worked with hundreds of companies at various stages of their life cycle. We have seen what works and what doesn't. We learn from our clients and share that knowledge with others. Our goal is simple, to create and grow shareholder value. We work with businesses of all size and type to bring experience, critical thinking, cash, and talent.
Our proprietary network, developed over 40 years, includes thousands of domestic and foreign, present and former, C level executives, banks, crowdfunders, private equity funds, venture capitalists, family offices and high net worth individuals ("Angels"). These investors. who usually invest a minuimum of $1 Million, will consider an investment in start-ups, early stage or mature businesses with the following qualities:
- A Business plan that is focused and easily understood
- A financial model of profitability based upon reasonable assumptions that can be supported and documented
- An experienced and capable management team with all key players in place, with "skin in the game" and a track record of success
- Minimum government regulation or third party approvals
- Diversified customer mix
- Large market size
- Intellectual property that is owned, proprietary, licensed or patented
- Reasonable valuation expectations and investment conditions
- Minimum litigation risk
Sell-Side Merger and Acquisition Advisory Services
Statistics show that few family businesses survive to the third generation. The reasons are many and for most, the sale of a their private company is usually a once-in-a-lifetime opportunity. The decision to attempt to go it alone or engage a professional can make the differnce between a successful exit and failure.
A recent academic study analyzed a sample of 4,469 transaction of private companies to examine the decision and consequences of hiring sell-side M&A advisors. The study showed that "private sellers receive significantly higher acquisition premiums when they retain high quality M&A advisors experienced in deals of their size". This held true across all industries. In other words, advisors generally lead to better deals than owners can get on their own.
When managed properly, by professionals, a sale can be a rewarding experience for owners, their families, employees, and their community. There are no shortcuts in making a good deal. It requires advance planning, experience, industry and market knowledge, patience, and a disciplined process.
Nothing is more important in a sale than timing. Recently, M&A activity and values have reached all-time highs. As pointed out in the Wall Street Journal, the market can change quickly " There is no assurance the 2015-16 intensity will continue. Deals tend to beget deals, and much depends on (buyers) executives' mind-set and their stomach for risk, both of which can quickly turn.......deals can go "pencils down" as a result of increases in interest rates, an economic downdraft or geopolitical instability.
Buyers are usually experienced at M&A, sellers, not so much so. Buyers are also armed with knowledge that sellers do not have. Not an even playing field. When engaged by a seller, we tilt the experience and knowledge factor in favor of our client. Over the past forty years, our professionals have served as advisors to sellers in nearly every state in the U.S., Canada and the Caribbean. We have initiated, negotiated, and managed hundreds of private transactions
Buy-Side Merger and Acquisition Advisory Services
Successful companies know that growing a business organically is often not enough, particularly in a period of slow economic expansion. They understand the potential for enhancing shareholder value quickly through an effective and well planned acquisition strategy. This is particularly true in mature industries. Current economic conditions of slow growth. and low interest rates, plus the need not to be "left behind", have created buyers in every industry seeking companies that can grow rapidly.
Acquisitions can be risky, both completing them and making them pay off. The best acquisition target companies are seldom "for sale". As a result, at The Inman Company we have developed a proprietary process of identifying, pre-qualifying, and assessing these businesses. We work hard to build relationships with sellers, their advisors and gain their confidence.
We have advised large and small buyers alike, including Fortune 500 companies. Services we provide include:
- Assistance in the development of a formal acquisition strategy
- Researching the target industry and identify the target companies
- Evaluation of the target's management, ownership, and their objectives
- Indepth analysis of the target's financial history, tax returns, debt, off balance sheet liabilities, etc
- Pre-qualification of each target as a suitable acquisition
- Meet with the target's management and ownership in order to establish our client as a preferred buyer
- Provide the target with various information regarding the value of the business and the various factors influencing value
- Meet with target's advisors and offer suggestions as to deal structure
- Development of sophisticated financial models that project ROI
- Presentation to target of a formal acquisition proposal
- Supervision of the due diligence process
- Participation in the preparation of the APA and ancillary agreements
We have advised buyers/management/sellers in the following type transactions:
- The sale of assets for family businesses
- Tax-free mergers with a public company
- Intra-family and management buyouts
- Sale of a private company to employees through an Employee Stock Ownership Plan (ESOP)
- The "Rollup" of private companies into one larger enterprise
For both buyers and sellers we gain an understanding of their financial and personal objectives and perform the following services:
- A confidential review of the business with an assessment of the Company's strengths, weaknesses, risks, opportunities and an opinion of its Fair Market Value
- For sellers we prepare a Confidential Information Memorandum which describes the selling company in detail, answers most buyer questions and presents the business in a professional manner
- Research on the client's industry, recently completed transactions of similar companies, and identification of the best buyers/sellers
- A "target list" of prospects and pre-qualification of each
- Assistance in the selection of the deal team (attorney, CPA, etc.)
- Assembly of the various documentation required to close a transaction
- Assistance in the negotiations leading to a preliminary letter of intent.
- Supervision of the the due diligence process and preparation of the asset purchase agreement
Often companies outgrow their bank's and their owner's ability to fund growth. In those situations, and using our extensive network of tradional and non-traditional lenders, private investors, etc., we assist clients in re-capitalizing their business and customizing a plan that provides cash for growth. We often co-invest in these situations.
Some of our recent projects include:
- Restructuring and re-financing bank debt
- Negotiating mezzanine and bridge financing
- Developing strategic alliances and joint ventures
- Securing SBA, HUBZone other government-subsidized programs
Due to our independence, extensive experience and broad industry expertise, we are often asked to provide consulting services in the following areas:
- Government contracting and exporting
- Executive search and management recruitment
- Workout strategies for troubled companies
- Fund raising for non-profit organizations
- Organizational development and strategic plans
- Brand Building and Media relations
- Market assessments
- Conflict resolution
- Expert witness testimony
- Succession Planning
- Employee Incentive Compensation Plans, including ESOPs
- Exit Planning
- CFO Services
- Compliance audits for Investors and Lenders
How we are compensated
In Transactional engagements (Sale, purchase, recapitalization or refinancing), our fees are consistent with Investment Banking Industry Standards and include retainers paid at the time of the engagement and and success fees at the Closing of a transaction. The larger the Transaction, the smaller the percentage fee. We are responsible for the cost of sub-contractors, research, and also are reimbursed for out of pocket travel expenses.
In consulting engagements, we normally receive a retainer and a monthly fee.
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