Buying or Selling a Small- to Medium-sized Business How to Get the Best Deal For Your Client LIVE...

Speaker Firms and Organization:

Shulman Hodges & Bastian LLP James C. Bastian, Jr.

Partner

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Presented By:

October 29, 2014

1

Partner Firms:

Miller & Martin PLLC John David Spiller, Jr.

Partner

Miles & Stockbridge P.C.Robert M. Cattaneo

Principal, Manufacturing & Distribution Team

October 29, 2014

2

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Partner Firms:

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Miles & Stockbridge is a leading law firm with more than 225 lawyers and offices across Maryland and in Washington, D.C. and Northern Virginia. The firm represents businesses of various sizes, from national and global Fortune 500 companies to local and emerging businesses. The firm’s comprehensive experience covers 120 practice areas and 16 industry groups, including manufacturing & distribution, real estate and finance & capital markets. Mergers and acquisitions is one of the firm’s largest and most sophisticated practices and its mergers and acquisitions group routinely handles complex domestic and multinational mergers, acquisitions, and divestitures and related financing, corporate structuring and tax planning.

Since 1867, Miller & Martin PLLC has helped businesses and individuals achieve their goals practically and efficiently. Today, we are a leading Southeastern law firm with attorneys in three offices that practice in more than 35 areas of law. Our clients range from individuals to multi-national corporations. To meet the needs of this diverse client base, our attorneys dedicate themselves to understanding the unique issues facing each client. As a full-service firm with multiple practice groups, we can address virtually any legal challenge.

Miller & Martin has grown as its clients have prospered. Many early clients, such as the original bottler of Coca-Cola, have evolved from local concerns into global enterprises. We understand that the experience we have gained in serving our clients is our greatest resource. Our attorneys draw on that experience to serve clients locally, nationally and globally.

Partner Firm:

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Shulman Hodges & Bastian LLP is a California-based business law firm where full service is not just a slogan, it is a comprehensive approach to law that has yielded results for numerous businesses and individuals. Our attorneys are prepared to handle the full range of legal problems you may face, from routine transactions to urgent legal crises.You should not have to search for the right law firm every time a legal problem arises. The right law firm is equipped to address all of your legal needs. For businesses and individuals throughout California and the United States, we are that law firm.We take a direct and personal interest in our clients' cases, working with them personally to chart a course to a successful outcome. As our client, you will never have to wonder who is working on your case and how to get in touch with your attorney. Personal, attentive service is a hallmark of our practice.

Brief Speaker Bios:

Robert M. Cattaneo

Robert M. Cattaneo represents businesses in corporate matters, including mergers and acquisitions, financings, corporate governance and securities compliance. Bob has extensive experience in domestic and multinational merger and acquisition transactions in a variety of industries. He represents strategic clients in the acquisition and divestiture of business units and in the acquisition of publicly held and privately owned companies. He also represents privately held businesses in their sale to strategic and financial acquirers. Bob is a co-chairman of the firm’s Securities and Mergers and Acquisitions practice area team and a former co-chairman of its Business Department. He also serves as the North American co-chairman of the Mergers and Acquisitions Practice Group of TerraLex, a network of 155 law firms located in over 100 countries. Bob received his B.A from the University of Pennsylvania and his J.D. from the University of Pittsburgh.

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James C. Bastian, Jr.

James C. Bastian, Jr. is a partner with the Irvine based law firm, Shulman Hodges & Bastian LLP. Mr. Bastian heads the Firm’s Bankruptcy and Reorganization practice area. He is Peer Review rated AV Preeminent by Martindale-Hubbell.

Mr. Bastian joined the Firm in 1995 after serving as a judicial law clerk for one year to the Honorable Kathleen T. Lax, United States Bankruptcy Judge for the Central District of California. Mr. Bastian received a B.A. in Political Science from UCLA in 1991 and his J.D. from Southwestern University School of Law in 1994.

► For more information about the speakers, you can visit: http://theknowledgegroup.org/event_name/buying-or-selling-a-small-to-medium-sized-business-how-to-get-the-best-deal-for-your-client-live-webcast/

John David Spiller, Jr.

David Spiller works with buyers and sellers in business mergers and acquisitions; companies and investors in capitalizations and financings, including venture capital financings; and businesses in the licensing and distribution of products, including intellectual properties. In addition, he advises public companies on periodic securities filings and other securities laws issues. His clients span many industries, and their transactions range widely in size and often involve national and multi-national operations. He joined Miller & Martin after practicing in Austin, Texas with the Supreme Court of Texas and with the firm Graves, Dougherty, Hearon & Moody.

http://theknowledgegroup.org/event_name/buying-or-selling-a-small-to-medium-sized-business-how-to-get-the-best-deal-for-your-client-live-webcast/



There are a myriad of business, financial, legal, and other important aspects of selling and buying a business, from valuation techniques, to financing methods, to tax complications and beyond. Transactions involving small- and medium-sized businesses can present unique challenges in “getting closed”, as compared to larger deals, in part and often due to the circumstances and expectations of the players and the condition of the target business.

In this webinar, our panel of skilled leaders in their fields will guide listeners through the process and unique challenges of buying or selling a small- to medium-sized business. They will help ensure that legal and financial complications are avoided by identifying the most critical aspects for Purchasers and Sellers in this context. Our panel of speakers includes nationally-known mergers and acquisitions attorneys who will discuss:

• The Purchase Agreement, stripped to its essentials• Signing and closing mechanics• The “Rule 10b-5 Rep”

• Bridging the gap on valuation and risk expectations:• Earnouts• Seller Notes/Holdbacks• Setoff Rights• R&W Insurance Policies

• Earnouts - What they are, their Rationale, Measurement Criteria and Frequency of Use• Seller's Need to Protect the Earnout from Post-Sale Actions of the Buyer• Operational Covenants and Examples• Contractual Adjustments to Financial Metrics• Acceleration Events

• Distress Deals - Sales of Assets of Insolvent or Financially-Troubled Companies• Bankruptcy Code Section 363 Sales• Assignments for Benefit of Creditors• Bulk Sales• UCC-1 Sales by a Secured Lender

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Featured Speakers:

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SEGMENT 2:

Robert M. CattaneoPrincipal, Manufacturing & Distribution TeamMiles & Stockbridge P.C.

SEGMENT 3:

James C. Bastian, Jr.PartnerShulman Hodges & Bastian LLP

SEGMENT 1:

John David Spiller, Jr.PartnerMiller & Martin PLLC

Introduction

David Spiller works with buyers and sellers in business mergers and acquisitions; companies and investors in

capitalizations and financings, including venture capital financings; and businesses in the licensing and distribution of

products, including intellectual properties. In addition, he advises public companies on periodic securities filings and other

securities laws issues. His clients span many industries, and their transactions range widely in size and often involve

national and multi-national operations. He joined Miller & Martin after practicing in Austin, Texas with the Supreme Court of

Texas and with the firm Graves, Dougherty, Hearon & Moody.

David’s mergers and acquisitions practice has largely focused on lower middle-market transactions less than $50,000,000

in consideration value. He has very broad experience working with private equity funds and fundless sponsors in lower

middle-market platform acquisitions and roll-ups, as well as full exits and partial divestitures. Additionally, he has

represented a variety of small, often family-held businesses in change of control events, as well as publicly-held and other

large companies in strategic acquisitions, joint ventures and other business combinations.

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SEGMENT 1:


I. Introduction/Key Terms

A. Deal size up to HSR threshold ($75.9M).

B. Referred to as “Lower Middle Market.”

C. All the typical issues are presented:

1. Tax structure of the deal.

2. Whether to purchase assets or stock, or use merger mechanism.

3. Treatment of key executives.

4. Disclosures of material adverse items.

5. Indemnification framework, etc.

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SEGMENT 1:


I. Introduction/Key Terms (cont.)

D. “Blood Money” perspective of Seller can create lots of deal risk, as can the financial and business condition of the target.

1. A “fundless sponsor” buyer can also create its own deal risk with respect to equity and debt financing.

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SEGMENT 1:


II. Stripping down the Purchase Agreement

A. A method to bring a “shocked” Seller on board with the legal process.

B. Requires seasoned attorney who has authority, within his or her organization, to move off the standard form.

C. 80 pages down to 10-20.

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SEGMENT 1:


III. Sign/Close, or Sign-then-Close?

A. In small/medium sized deals, there is often little reason to sign-then-close, other than perceived pressures to close created by an earlier signing.

B. Diligence-out, financing-out.

C. Even if complex sign-then-close mechanics are left in the purchase agreement, the parties often end up signing and closing simultaneously.

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SEGMENT 1:


III. Sign/Close, or Sign-then-Close? (cont’d.)

D. Removing sign-then-close mechanics can eliminate parties from miring down in difficult issues.• Avoid interim business conduct provisions.• Otherwise, Seller internal procedures may have to be altered.• Exclusivity and remedies for breach can be handled in an LOI.• What is the effect of disclosure supplements?• Possibility of close then sue if there is a “bring-down.”

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SEGMENT 1:


III. Sign/Close, or Sign-then-Close? (cont’d.)

E. Removal can also cut down on length by 25%.• Eliminate interim covenants.• Eliminate bring-down certificates and closing conditions (resulting in simple closing

deliverables list).• Eliminate termination and remedies provisions.

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SEGMENT 1:


IV. Duplicative and/or Unnecessary Representations (examples)

A. Compliance with law, environmental and employment law compliance.

B. Owned real property – may not be relevant at all.

C. Contracts, leases, IP licenses - combine.

D. Suppliers and customers – hard to get seller to say anything meaningful.

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SEGMENT 1:


V. Other Inefficiencies

A. Long definitions list instead of matrix.

B. Indemnification procedure – may not be necessary in small deals where buyer has a holdback or setoff.

C. “Non-Recourse” section to make clear individuals who are not parties are not responsible for contract except for fraud.

D. Long warranty waivers.

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SEGMENT 1:


VI. The Rule 10b-5 Rep:

“No representation or warranty or other statement by Seller in this Agreement, in the schedules or otherwise in connection herewith contains any untrue statement of material fact or omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.”

Can make up for slim representations – e.g., if you merely get a rep that customer relationships are “good” and not a more detailed rep.

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SEGMENT 1:


VII. Bridging Gaps on Value and Risk Expectations

A. Earnouts.

B. Holdbacks to deal with questionable assets, e.g., obsolete or slow-moving inventory. Only looks at the salient issue and not at the entire company performance as in an earnout.

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SEGMENT 1:


VII. Bridging Gaps on Value and Risk Expectations (cont’d.)

C. Seller Notes.• Can eliminate the need for a third-party escrow if seller note is coupled with a set-off right.• Another backstop against slim representations.• Gives Seller interest earnings component.

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SEGMENT 1:


VII. Bridging Gaps on Value and Risk Expectations (cont’d.)

D. Rep and warranty insurance policies.• Used to make bids more attractive to Sellers.• Gets Sellers comfortable that indemnity exposure will track to known issues (which will be

carved out of policy).• However, may require higher and more formal level of diligence review than planned, for

underwriting purposes.

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SEGMENT 1:


Introduction

Robert M. Cattaneo represents businesses in corporate matters, including mergers and acquisitions, financings, corporate

governance and securities compliance. Bob has extensive experience in domestic and multinational merger and

acquisition transactions in a variety of industries. He represents strategic clients in the acquisition and divestiture of

business units and in the acquisition of publicly held and privately owned companies. He also represents privately held

businesses in their sale to strategic and financial acquirers. Bob is a co-chairman of the firm’s Securities and Mergers and

Acquisitions practice area team and a former co-chairman of its Business Department. He also serves as the North

American co-chairman of the Mergers and Acquisitions Practice Group of TerraLex, a network of 155 law firms located in

over 100 countries. Bob received his B.A from the University of Pennsylvania and his J.D. from the University of Pittsburgh.

October 29, 2014

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SEGMENT 2:


Earn-outs: What are they?

Contingent purchase price based on post-closing performance of Target

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SEGMENT 2:


Frequency

ABA Private Deal Points Study

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SEGMENT 2:


% of Deals that include:

200619%

200829%

201038%

201225%

Measurement Criteria - Milestones

Retention of Customers

Bringing New Product to Market

Favorable Resolution of Litigation

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SEGMENT 2:


Financial Metrics

ABA Private Targets Deal Points Study

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SEGMENT 2:


Year

2010 2012

Revenues 37% 32%

Earnings/EBITDA 32% 30%

Combo 5% 3%

Other 26% 30%

Not Determinable 11% 5%

Advantages

Bridges valuation gap Allows Buyer with tight financing to “finance” more of the purchase price Where Seller stays on to manage the Target provides additional motivation Source of funding for Seller indemnification obligations

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SEGMENT 2:


Disadvantages

When Seller will operate Target Operations geared to making earn-out, not long-term performance

Lost motivation if earn-out unattainable

Gives away benefits of synergies

Constraints on Future Operations and Transactions

Risk of Contentious Disputes

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SEGMENT 2:


Protection of the Seller through Operational Covenants

ABA Private Targets Deal Points Study

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SEGMENT 2:


Year

2008 2010 2012

Run business consistent with past practice

29% 27% 18%

Run business to maximize earn-out

10% 8% 6%

Express disclaimer of fiduciary obligation

6% 3% 15%

None of the above 55% 62% 61%

Protection of the Seller through Operational Covenants (Continued)

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SEGMENT 2:


PLC Survey

Express disclaimer of fiduciary obligation

8%

Not take measures whose sole purpose is to minimize EO

32%

Commercially reasonable efforts to maximize earn-out

18%

Run business consistent with past practice

12%

Silence 28%

Additional Operational Covenants

Maintain separate financial records/audit rights Maintain management team Financial commitments (e.g. capital investment, provision of working capital) Steps to realize synergies

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SEGMENT 2:


Why so many Earn-outs without Operational Covenants?

Difficult negotiations Issues hard to anticipate Requires a great deal of principal input Principals don’t like to imply bad faith concerns Distraction from purchase agreement

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SEGMENT 2:


Implied Covenants

Good Faith and Fair Dealing

Reasonable Efforts

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SEGMENT 2:


Courts are Split

No implied Duties American Capital Acquisition Partners v. LPL Holdings, 2014 WL 354496 (Del. Ch. February 3,

2014) Winshall v. Viacom International Inc., 76 A3d 808 (Del. 2013) Richmond v. Peters, 166 F. 3d 1215 (6th Cir 1998))

Implied Duties Sonoran Scanners, Inc. v. PerkinElmer, Inc., 585 F. 3d 535 (1st Cir. 2009) Horizon Holdings, LLC v. Genmar Holdings, Inc. 387 F.3d 1188 (10th Cir. 2004))

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SEGMENT 2:


Alternatives to Operational Covenants

Financial Statement Adjustments

Acceleration Events

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SEGMENT 2:


Financial Statement Adjustments

Exclusion of acquisition related costs, including earn-out payments Exclusion of indirect costs, including management fees Allocation methodologies for shared costs Adjustments to intercompany pricing

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SEGMENT 2:


Acceleration of Earn-outs

Termination of Seller management team Without Cause or for Good Reason

Sale of Target Change in control of Buyer

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SEGMENT 2:


Introduction

James C. Bastian, Jr. is a partner with the Irvine based law firm, Shulman Hodges & Bastian LLP. Mr. Bastian heads the Firm’s

Bankruptcy and Reorganization practice area. He is Peer Review rated AV Preeminent by Martindale-Hubbell.

Mr. Bastian joined the Firm in 1995 after serving as a judicial law clerk for one year to the Honorable Kathleen T. Lax, United

States Bankruptcy Judge for the Central District of California. Mr. Bastian received a B.A. in Political Science from UCLA in 1991

and his J.D. from Southwestern University School of Law in 1994.

Mr. Bastian has represented buyers and sellers in dozens of purchase and sale transactions primarily involving businesses that

are in financial distress through bankruptcy proceedings, out of court workouts, assignments for the benefit of creditors and UCC

foreclosure sales. The businesses at the center of these transactions have come from a variety of industries including

manufacturing, retail, telecommunications, internet service providers, energy, construction, transportation, automotive and high

tech, among others. Last year, Mr. Bastian represented a large Chinese manufacturer as the purchaser of substantially all the

assets of Satcon Technology, a large solar inverter distributor, through a bankruptcy proceeding in Delaware. While based

primarily in Southern California, Mr. Bastian has represented parties in every district in the State of California and has been

specially admitted to represent parties in over ten additional jurisdictions nationwide.

October 29, 2014

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SEGMENT 3:


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SEGMENT 3:


Don’t be afraid to do a deal just because there is

hair on it!

Primary vehicles to consummate sales of assets of Insolvent or financially troubled company

▫ Bankruptcy Code Section 363 Sale

▫ Assignment for Benefit of Creditors

▫ Bulk Sale

▫ UCC Sale by Secured Lender

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SEGMENT 3:


Bankruptcy Code Section 363 Sale

▫ Free and clear of liens and claims (free of liens if lien paid, consent of lender or lien subject to bona fide dispute)

▫ Likely subject to overbid

▫ Break-up fee protection

▫ Adequacy of notice

▫ As is/where is/with all faults

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SEGMENT 3:


Bankruptcy Code Section 363(f) allows for the sale of assets free and clear of liens, claims and interests

11 U.S. Code § 363(f)

The trustee may sell property under subsection (b) or (c) of this section free and clear of any interest in such property of an entity other than the estate, only if—

(1) applicable nonbankruptcy law permits sale of such property free and clear of such interest;

(2) such entity consents;

(3) such interest is a lien and the price at which such property is to be sold is greater than the aggregate value of all liens on such property;

(4) such interest is in bona fide dispute; or

(5) such entity could be compelled, in a legal or equitable proceeding, to accept a money satisfaction of such interest

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SEGMENT 3:


Overbidding and break-up fees

▫ Court and creditors are looking to get the highest price but stalking horse bidder is looking to lock up the deal and get the lowest price

▫ Break-up or topping fees allowed but must be commensurate with reasonable out of pocket costs incurred by the stalking horse

▫ Concerns re bid collusion

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SEGMENT 3:


Sales through an Assignment for Benefit of Creditors

▫ Creature of state law

▫ No court proceeding = no court order

▫ Consent of lien holders required or payment in full

▫ Other aspects similar to 363 sale

▫ Possible exposure to fraudulent transfer or successor liability claims

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SEGMENT 3:


Bulk Sale

▫ Not as common today as 10-15 years ago

▫ Notice required

▫ Only applicable to certain types of sales

▫ Protection from claims of unsecured creditors

▫ Secured creditor consent or payment in full required

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SEGMENT 3:


UCC foreclosure sale

▫ Secured creditor remedy -commercially reasonable standard more lax than required under other vehicles

▫ Free and clear of junior liens and unsecured claims

▫ Auction not required

▫ Concerns re "Friendly Foreclosure"

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SEGMENT 3:


What if seller ends up in bankruptcy post-closing?

▫ Challenges to Sale by Trustee

• Fraudulent Transfer

• Preferential Transfer

• Lender Liability Claims

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SEGMENT 3:


Examination of earn-out provisions in bankruptcy

▫ Consideration for earn out

▫ Personal services, non-compete and/or payment for equity interest

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SEGMENT 3:


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question in the box that appears and click send.

► Questions will be answered in the order they are received.

Q&A:

October 29, 2014

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SEGMENT 2:


SEGMENT 3:


SEGMENT 1:


October 29, 2014

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PAID UNLIMITED: Our most comprehensive and cost-effective plan, for a one-time fee: Access to all LIVE Webcasts (Normally $199 to $349 for each event without a subscription). Including: Bring-a-Friend – Invite a

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event without a subscription). Free CLE/CPE/CE Processing3 (Normally $49 Per Course without a subscription). Access to over 15,000 pages of course material from Knowledge Group Webcasts. Ability to invite a guest of your choice to attend any live webcast Free of charge. (Exclusive benefit only available for PAID

UNLIMITED subscribers.) 6 Month Subscription is $299 with No Additional Fees. Other options are available. Special Offer: Sign up today and add 2 of your colleagues to your plan for free. Check the “Triple Play” box on the sign-up

sheet contained in the link below.




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Knowledge Group UNLIMITED PAID Subscription Programs Pricing: Individual Subscription Fees: (2 Options)Semi-Annual: $299 one-time fee for a 6 month subscription with unlimited access to all webcasts, recordings, and materials. Annual: $499 one-time fee for a 12 month unlimited subscription with unlimited access to all webcasts, recordings, and materials.

Group plans are available. See the registration form for details.

Best ways to sign up:1. Fill out the sign up form attached to the post conference survey email.2. Sign up online by clicking the link contained in the post conference survey email. 3. Click the link below or the one we just posted in the chat window to the right. https://gkc.memberclicks.net/index.php?option=com_mc&view=mc&mcid=form_157964

Discounts: Enroll today and you will be eligible for the “Triple Play” program and 3% off if you pay by credit card. Also we will waive the $49 CLE/CPE processing fee for today’s conference. See the form attached to the post conference survey email for details.

Questions: Send an email to: [email protected] with “Unlimited” in the subject.




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ABOUT THE KNOWLEDGE GROUP, LLC.

The Knowledge Group, LLC is an organization that produces live webcasts which examine regulatory

changes and their impacts across a variety of industries. “We bring together the world's leading

authorities and industry participants through informative two-hour webcasts to study the impact of

changing regulations.”

If you would like to be informed of other upcoming events, please click here.

Disclaimer:

The Knowledge Group, LLC is producing this event for information purposes only. We do not intend to provide or offer business advice. The contents of this event are based upon the opinions of our speakers. The Knowledge Group does not warrant their accuracy and completeness. The statements made by them are based on their independent opinions and does not necessarily reflect that of The Knowledge Group‘s views. In no event shall The Knowledge Group be liable to any person or business entity for any special, direct, indirect, punitive, incidental or consequential damages as a result of any information gathered from this webcast.

Certain images and/or photos on this page are the copyrighted property of 123RF Limited, their Contributors or Licensed Partners and are being used with permission under license. These images and/or photos may not be copied or downloaded without permission from 123RF Limited

http://theknowledgegroup.org/

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Date post:	13-Jun-2015
Category:	Education
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