Blog

01 Mar
Investment Banking Retainer Fees – Beware of Conflicts

The investment banking industry refers to a retainer as a fee paid up front which is generally credited against a success fee, but foregone if a transaction is not consummated. A more appropriate term for such an upfront fee would be an engagement fee, not to be confused with a retainer which is only used to pay out of pocket expenses. The typical engagement fees for lower mid-market sell side transactions ranging in size from $5 million to $50 million is $25 thousand to $100 thousand. At a $10 million transaction size the common engagement fee is $50 thousand. The fee can be paid all upfront or in monthly installments or a combination, such as $25 thousand upon engagement and $5 thousand per month starting in month 4.

In general I don’t have a problem with engagement fees charged on larger deals in which the transaction size exceeds $25 million or so. The issue I have with engagement fees on smaller deals is that the vast majority of intermediaries which execute smaller deals have relatively low overhead, as such these firms often make a living from the engagement fee itself. This is often the source of numerous potential conflicts.

Conflict #1

Bias Toward Overvaluing the Business

How do you think a real estate agent might persuade you to engage them to sell your house? Their number one tactic would most likely be to convince you that they can fetch a higher price then the next guy. They might tell you that they can get $1 million, for example, when they know that the value of the house is really in the range of $900 thousand to $950 thousand. You then execute a six month exclusive agreement, and now they own you. The agent then brings multiple offers that are all in the $900 thousand to $950 thousand range and gives you all sorts of reasons why you house is not fetching the $1 million price tag. In broker lingo, they call this “bringing you to school”. The broker knows that if you are motivated to sell you will eventually lower your price to meet the market’s valuation. So, the broker misled you in order to convince you to hire him, and he was not even asking for any upfront fee. Now imagine how he might mislead you if he were asking for a $50 thousand upfront engagement fee!

Conflict #2

Accepting Low Probability Engagements

According to a information published by the International Business Brokers Association, the average closing rate among US intermediaries representing transactions valued in the range of $10 million is approximately 30%. This just does not make any sense to me. Why would someone pay a $50 thousand engagement fee for a 30% chance of success? Not to mention that there is generally significant work required by the Owner in any exit process, as well as a risk of a confidentiality breach which can harm the business. Wouldn’t one just be better off to put their $50 thousand on red at the roulette table! When the business broker or investment banker can make a living from the engagement fee it’s not hard to imagine that they may not be very selective. Our experience at LockeBridge, a registered Boston based Investment Banker, is that about half of the businesses for sale are not saleable; with the reason often being that the typical sell-side broker will take any engagement in which they can earn a $50 thousand upfront fee.

In addition to the above, large upfront fees can also result in several other potential conflicts such as a low commitment to success and low investment in resources devoted to the engagement. So what’s the alternative? Unfortunately the de facto standard among seasoned investment bankers is to charge a significant engagement fee. Contrary to the legal profession, which has been around for thousands of years, mid-market investment banking has only been around in any formal way for less than 50 years, and the demand for seasoned, unbiased representation has simply not been met with an adequate supply of investment banking services in the lower end of the mid-market. In fact, at the sub $20 million transaction size it is difficult to find truly seasoned expertise even if you are willing to pay a hefty upfront fee. If one is seeking both seasoned expertise and an engagement agreement without potential built-in conflicts (i.e. no substantial upfront fee) then be prepared to look for a long time. In our experience the combination of high expertise and no engagement fee in the lower end of the mid-market is practically non-existent. This situation is not an issue in the legal profession, which seems to have worked out the demand and supply gaps over the last thousand years. In the legal profession, everyone knows that the standard contingent agreement, with no upfront engagement fee, is accompanied by a success fee of 30%. Hopefully it won’t take hundreds of years to meet the demand for high level, uncompromising mid-market investment banking representation.

01 Jan
“C” Corporation Costs

BY SCOTT WAXLER
Managing Partner, LockeBridge, LLC

During the first or second meeting with a perspective Seller we are invariably asked what the proceeds from the sale of their business will be after taxes and transaction expenses (LockeBridge specializes in selling businesses and real estate with valuations between $5M – $100M). A relatively high percentage of our perspective clients are incorporated as “C” Corporations. Most of these businesses were incorporated 20 – 30 years ago when LLC’s did not exist or were not popular (LLCs’ came into existence in 1977) and subchapter S corporations had other disadvantages at that time. For most of these companies current “C” corporation benefits, such as the right to have foreign shareholders or the ability to carry large amounts of revenue from one year to the next without negative tax implications, are not relevant or substantial.

When it comes time to sell the business, most small company “C” corporations will pay the “Tax Man” dearly.

That’s because “C” Corporations and their shareholders are subject to a double tax. Both the corporation and the shareholders are taxed. Upon the sale of assets this two tiered tax is levied on the increased value of the property when the property is sold or the corporation is liquidated. By contrast, LLC owners (called members) and Subchapter S Corporations avoid this double taxation because the business’s tax liabilities are passed through to the owners; the LLC or S Corporation itself does not pay a tax on its income.

While many tax advisors believe that a “C” Corporation Shareholder can sell stock and not incur corporate level tax on the transaction, in reality most businesses will not acquire the stock of a small corporation.

Corporate Purchasers seek to acquire the assets of the corporation because of two primary reasons:

  1. The Purchaser of the corporate assets (as opposed to stock) receives a new, stepped up, basis in the assets of the corporation equal to the purchase price. This stepped up basis can be very valuable when offsetting future gains.
  2. The liabilities of the corporation will stay with the current entity and not transfer to the Purchaser.

Issue #1 can often be overcome by adjusting the purchase price to reflect this benefit to the buyer however, issue #2 is often a showstopper impeding the sale of corporate stock. For example, imagine that the Seller is a $20 million manufacturer of snow skis which is valued at $10 million and the Acquirer has revenues of $200 million. Although a well structured stock transaction may result in total tax savings of 50% over a sale of assets, in this example these savings may only be on the order of $2 million. After considering the economic loss of the stepped up basis and some split of the tax savings between Purchaser and Seller, chances are that the Purchaser will only realize a minimal amount of net savings on the stock transaction. Let’s use a net savings of five hundred thousand dollars for this example:

It is Critical to Know Exactly Why Your Business is a “C” Corporation

The major issue for the Purchaser to consider will be:

Is it worth a savings of five hundred thousand dollars to expose their $200 million business to all the potential liabilities of the target acquisition?

Imagine that the ski manufacturer made a defective binding a year prior to the acquisition? Subsequent to the acquisition the binding failed and the skier fell and seriously injured himself. The Purchaser will be liable for the damages!

Product and environmental liabilities are two of the most concerning issues to potential Purchasers of corporate stock.

While a strong intermediary may be able to overcome such liability issues and subsequently structure a sale of corporate stock that will work for both parties, corporations should review the current pros and cons of the “C” corporation status and consider converting to an LLC or S corporation well in advance of the sale of the business. If converting to an S corporation is not possible, don’t lose sleep yet. It may be possible to structure a transaction that will allocate the purchase price so not to be exposed to double taxation. For example, professional service businesses may be able to allocate a substantial portion of the price to personal goodwill, which bypasses the corporate level tax. Additionally, retainers and non-compete agreements may be negotiated which will also bypass the corporate tax.

It is critically important to hire a strong transaction team (accountant, attorney and intermediary) that has substantial negotiation and structuring experience. When it comes to selling a “C” corporation the transaction can become much more complex and the team’s structuring tactics even more crucial. An effective deal structure will maximize the amount the Seller will have to show for a lifetime of sweat equity. Note: A strong intermediary will advise you on required skill se of the team members and coordinate the team member’s activities.

Conversion from a Subchapter S to a “C” corporation is not a problem from a tax perspective. However, going from a “C” corporation to an S can be a taxable event if the value of the corporation has appreciated since its formation. Note that generally, you cannot convert a corporation to an LLC. You will need to dissolve your corporation. Once having done this, generally one may form a new LLC using the same name.

When an existing “C” corporation converts to an S corporation, only the post-conversion appreciation in the corporation’s assets will qualify for single level tax treatment, unless the corporation’s assets are sold more than 10 years after the date of conversion. This 10-year “look back” period prevents a “C” corporation with appreciated assets (and subject to double taxation on the sale of those assets and subsequent distribution of proceeds to its shareholders) from converting to an S corporation in order to achieve a single level of taxation.

Conclusion:

If your company is a “C” corporation seriously consider a conversion that will lower the taxable impact on your business. If you plan to sell the business prior to ten years from the time of conversion then hire a strong team that will be able to assist in structuring a tax efficient transaction.

The reproduction of the information herein is prohibited without the express written consent of LockeBridge, LLC. Requests to reprint LockeBridge, LLC published material should be in written form and should specifically state the item(s) to be reprinted, the purpose and the distribution of the reprints.

16 Dec
LockeBridge Wins “Consumer Services Deal of the Year”.

12/16/2008

FOX Business Network Anchors, Jenna Lee and Brian Sullivan presented the award for “Consumer Services M&A Deal of the Year” to LockeBridge for their participation as exclusive investment bankers in the sale of Veterans Transportation Services.

Recognized as the Academy Awards of the Investment Banking Industry, on December 15th The M&A Advisor named the winners of the prestigious M&A Advisors’ awards. Held at the historic Hudson Theatre on Broadway, over 200 firms were in attendance.

After winning the coveted “Deal Maker of the Year” award in 2006 and being nominated as a finalist for 5 additional awards since then, the unique LockeBridge business model has repeatedly been validated as offering extremely advantageous benefits to owners operating companies in the middle market. The LockeBridge Model of offering extraordinary expertise to lower middle market companies, a sector which generally cannot access such high end expertise, without requiring any engagement fees or retainers is quite unusual. The completion of the Veterans Transportation deal, led by Mr. Tyler Block, was exemplary of the seasoned advisory services provided to all LockeBridge clients.

According to Mr. Scott Waxler, LockeBridge Managing Partner: “The LockeBridge success rate is approximately three times higher than the industry’s average. This high success rate enables LockeBridge to assume the financial risk of bringing the Client to market through our no engagement fee or retainer policy. With this policy the objective of the client and those of LockeBridge are completely aligned. It’s a business model that is difficult to execute but has proven to be quite successful for us. In fact, I don’t know of any other firm in the country that offers top tier advisory services to the middle market while not charging any retainer fees.”

According to Roger Aguinaldo, CEO and Publisher of The M&A Advisor, “The response to our call for nominations this year was overwhelming. Considering the current state of the economy and the financial crisis, receiving almost 400 nominations for excellence in middle-market M&A transactions is a true testament to the positive things still happening on Wall Street today.”

The Middle-Market M&A Awards honors firms whose transactions in deal sizes between $10 million and $1 billion set the standard for the industry. An independent body of experts that span the M&A industry determine the ultimate recipients of the award.

For a complete list of finalists and winners visit www.maadvisor.com.

15 Dec
Scott S Waxler, LockeBridge Managing Partner, Wins “Deal Maker of the Year”
deal-maker-winner-new

12/15/2007

Scott Waxler, LockeBridge Managing Partner, Won the “Deal Maker of the Year” at The Investment Banking Industry’s 5th Annual M&A Advisor Awards

Honoring the Best of the Best in the Investment Banking Industry, the Fifth Annual M&A Advisor Awards Dinner was held Monday night at the New York Athletic Club in Midtown Manhattan. The dinner was sold out as more than 350 middle-market mergers and acquisitions and corporate financing professionals gathered at the New York Athletic Club to toast the top deals and dealmakers of the past year. The gala, black-tie dinner was hosted by The M&A Advisor and Becky Quick, co-anchor of CNBC’s morning “Squawk Box” business news show.

LockeBridge Investment Banking was also nominated as a finalists by a prestigious panel of judges in two additional t categories.

WINNER
Deal Maker of the Year
Scott S Waxler, Managing Partner, LockeBridge, LLC

FINALIST
Transaction of the Year
LockeBridge, LLC

FINALIST
Healthcare-Biotech Deal of the Year
LockeBridge, LLC

Judging criteria for The Deal Maker of the Year focuses on:

  1. Importance and contribution of the individual to the transaction and the industry.
  2. Excellence in structuring, financing and negotiations
  3. Creativity and perseverance in overcoming difficulties and/or extraordinary circumstances

Mr. Waxler comments, “I attribute our success to the unique Lockebridge model of offering extremely high level of representation to a client base that would not generally have access to such seasoned advisory services. Additionally LockeBridge will assume the financial risk of bringing the Client to market through our no engagement fee or retainer policy. It’s a business model that is difficult to execute but has proven to be quite successful for us. In fact, I don’t know of any other firm in the country that can offer top tier advisory services while not charging any engagement fees.”

In an email to Mr. Waxler, Mr. Barry Kaplan, Managing Editor and Chair of the Awards Nominations Committee commented, “We want you to know that the competition is intense, and so is the job of selecting finalists and winners. It is heartening and an inspiration to the entire middle market mergers and acquisitions community to see the astonishing variety of creative deal-making, persistence, and professionalism demonstrated by all of the nominations that were submitted. Your dedication and hard work are admired and applauded by your peers – and, most importantly, your clients – and we appreciate the opportunity you’ve given us to share them and shine a well-deserved spotlight on you and your firm.”

10 May
LockeBridge Nominated for Multiple Awards

05/10/2006

Both LockeBridge, LLC and Scott Waxler, Managing Partner of LockeBridge, were nominated as finalists by a prestigious panel of judges. LockeBridge was nominated for executing the Deal of the Year in the health care sector and Mr. Waxler was nominated for Professional of the Year in the M&A Industry.

Top Deals and Professionals will be honored June 20 in Chicago

May 10, 2006— The M&A Advisor, one of the Merger & Acquisition (M&A) industry’s leading publications has named the finalists, representing the industry’s top advisors and transactions, in preparation for its tribute to the outstanding achievements in the middle market M&A industry. The winners will be announced at a black tie awards dinner at the close of The M&A Advisor’s Conference on Tuesday, June 20 2006 at The Drake Hotel in Chicago, Illinois.

“We have been truly amazed at the volume of nominations for these awards and the obvious enthusiasm behind them. The response demonstrates the importance of the middle market industry to the overall health of the economy,” says Roger Aguinaldo, Publisher and CEO of The M&A Advisor.” The event is recognized as the Academy Awards of the M&A industry attracting the industry’s most prestigious advisors. A panel of acclaimed judges will review the entries and select the winners. As with the Academy Awards, the winners will be revealed only that evening.

The M&A Advisor is a newsletter, website, and conference publisher delivering services that provide executives, M&A professionals, and others about the intricate world of buying and selling middle market companies. For more information on the M&A Advisor go to: www.maadvisor.com.

10 May
Financing Professional of the Year

05/10/2006

Both LockeBridge, LLC and Scott Waxler, Managing Partner of LockeBridge, were nominated as finalists by a prestigious panel of judges. LockeBridge was nominated for executing the Deal of the Year in the health care sector and Mr. Waxler was nominated as the Financing Professional of the Year.

Top Deals and Professionals will be honored June 20 in Chicago

May 10, 2006— The M&A Advisor, one of the Merger & Acquisition (M&A) industry’s leading publications has named the finalists, representing the industry’s top advisors and transactions, in preparation for its tribute to the outstanding achievements in the middle market M&A industry. The winners will be announced at a black tie awards dinner at the close of The M&A Advisor’s Conference on Tuesday, June 20 2006 at The Drake Hotel in Chicago, Illinois. The event is recognized as the Academy Awards of the M&A industry attracting the industry’s most prestigious advisors. A panel of acclaimed judges will review the entries and select the winners. As with the Academy Awards, the winners will be revealed only that evening.

The M&A Advisor is a newsletter, website, and conference publisher delivering services that provide executives, M&A professionals, and others about the intricate world of buying and selling middle market companies. For more information on the M&A Advisor go to: www.maadvisor.com.

10 May
Healthcare/Biotech Transaction of the Year

05/10/2006

For Immediate Release
May 10, 2006

Cross Border Role-Up of Three Medical Device Companies
RF Medical Devices, Mercury Medical Products (d/b/a Precision Medical Engineering), both U.S. based companies,  and Neurotherm, LTD, a UK based company. The three companies sell medical devices and consumables primarily utilized in radiofrequency ablation of spinal nerves that are the cause of back pain.

Both LockeBridge, LLC and Scott Waxler, Managing Partner of LockeBridge, were recognized  for executing the M&A industry’s  HealthCare Transaction of the Year.  Each year, the M&A Advisor, one of the Merger & Acquisition (M&A) industry’s leading publications, recognizes the  top advisors and transactions in the middle market M&A industry. The event is recognized as the Academy Awards of the M&A industry attracting the industry’s most prestigious advisors.

Roger Aguinaldo, Publisher and CEO of The M&A Advisor comments, “We have been truly amazed at the volume of nominations for these awards and the obvious enthusiasm behind them. The response demonstrates the importance of the middle market industry to the overall health of the economy.”

The M&A Advisor is a newsletter, website, and conference publisher delivering services that provide executives, M&A professionals, and others information about the intricate world of buying and selling middle market companies. For more information on the M&A Advisor go to: www.maadvisor.com.

13 Feb
LockeBridge Executes Sale of Building Products Distributor

02/13/2006

Wallboard Building Supply Company announced the acquisition of their companies by two private equity firms located in Boston and New York. The Company is a distributor of building materials to the New England market.

Mr. John Filion, President of Wallboard Supply Company comments, “Within 6 months after engaging with our M&A Advisor they brought us 7 offers from both strategic corporations and private equity groups. We were amazed to see offers coming from some of the largest global players in the industry. Our $35 million dollar company had an offer from a two billion division of a much larger company!”

According to Mr. Filion, “We ended up getting an offer that was about 50% over the offer what we were entertaining before our M&A partner got involved. The offer accommodated the individual needs of the four owners while funding the company’s substantial growth requirements. I don’ think that we could have found a better buyer. My advice to any business owner thinking about selling is ‘Don’t go it alone’. Selling a business is a tough process that requires some serious expertise. There is no doubt in our minds that the expertise we received from Mr. Waxler and team was top notch.”

The deal, funded by New York and Boston based private equity groups, “received numerous offers from both large multi-national strategic buyers as well as mid-size investment groups ”, according to Mr. Scott Waxler, Managing Partner of Lockebridge, LLC, a Boston based Mergers and Acquisitions advisory firm. “It was a difficult deal due to a few factors:

  1. The Company has multiple locations in three different states each with different ownerships with each of the 4 owners having different objectives.
  2. One of the locations was only a year old and had substantial start up costs that needed to be normalized.
  3. The Company was operating on two different information systems which made data collection and verification quite challenging. The operations have since been consolidated to one system.

The transaction took one and half years to close from the beginning to end but in the end there was no doubt that all four of the Owners met each of their individual objectives.

About Wallboard Supply Company, Inc.

Wallboard Supply Company is a distributor of building materials specializing in drywall, metal framing and finishing products as well as insulation, lumber, doors and hardware. This family-owned company was founded in 1970, and operates a fleet of over 20 delivery vehicles including boom, crane and spider truck service. Wallboard supplies all of the New England area from three convenient locations—Londonderry, New Hampshire, Westbrook, Maine, and Williston, Vermont.

13 Feb
Digital Printer Acquired by Strategic Buyer

02/13/2006

Northern Graphics, Inc announced the acquisition of their company by a New York based strategic purchaser. The transaction was funded by Anvil Capital, a private equity firm headquartered in New York. The purchase of Northern Graphics by Shipmates/Printmates, the largest on-demand printer in New York’s Capital Region, was closely aligned to the strict acquisition criteria of the buyer, which was seeking to expand its geographic presence.

About Anvil Capital

Anvil Capital is a New York based private equity investment group that invests in privately held business with revenues of $5 million to $50 million.

About Shipmate/Printmates

Headquartered in upstate New York, Shipmates/Printmates is the largest on-demand printer in New York’s Capital Region. Main areas of focus are printing, promotional items, fulfillment and multimedia.

06 Nov
LockeBridge Advises Russian Component Distributor

11/06/2005

LockeBridge,LLC, was engaged as the exclusive advisor to Alliance Marketing Group, an $85 million leading, value-added distributor of computer components and peripherals to the rapidly expanding industrial and consumer sectors of the emerging markets of Russia and parts of Eastern Europe. The company successfully executed a recapitalization in 2006.