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Business Brokerage and the Business Intermediary
Presented by
Bob WatsonAffiliate Broker, ENLIGN Business Brokers
Certified Business Intermediary®
ENLIGN Business BrokersFounded 2003 by Jeff Snell
Raleigh NC headquarters / statewide operations
International Business Brokers Association® member
Certified Business Intermediary® credentials required
Affiliate brokers must have owned and operated a business
Affiliate brokers/intermediaries added 2004-present
Business Brokerage and the Business Intermediary
The International Business Brokers Association®The International Business Brokers Association (IBBA) is a professional society of
business brokers providing education, conferences, professional designations, programsand services and networking opportunities.
Formed in 1983, IBBA is the largest non-profit association specifically formed to meetthe needs of people and firms engaged in various aspects of business brokerage, and
mergers and acquisitions.Today, the IBBA has more than 1800 members in all parts of the world. The IBBA
strives to create a professional relationship with successful business transaction advisors(i.e. CPA’s, bankers, attorneys, and other related associations) to increase the image andvalue of the IBBA to its members and to be a leader in the exchange of business referrals.
Business Brokerage and the Business Intermediary
Certified Business Intermediary®68 credit hours of IBBA courses and course examinations
Ethics, financial analysis, pricing/valuation, legal and tax implications 3 years minimum business brokerage and intermediary experience
Comprehensive examination after all successful coursework Background checks
Continuing education requirements International charter and activity
Business Brokerage and the Business Intermediary
A Business Intermediary’s primary professional responsibility is to -
EDUCATE business owners and prospective buyers
Business Brokerage and the Business Intermediary
Engaging Owners / SellersReferrals from current and past clients
AccountantsAttorneysBankers
Property ManagersFinancial Advisors
Media
Business Brokerage and the Business Intermediary
Confidential Financial Review3 to 5 Years of Financial Data (Accountant)
Income StatementsBalance Sheets
Tax ReturnsAsset and Inventory Audits
Marketing MaterialsCompetition
Key CustomersKey Employees
Business Brokerage and the Business Intermediary
Broker’s Opinion of Most Probable Selling Price (BOMPSP)Seller’s Discretionary Cash Flow (SDCF)
Recasting / NormalizationIdentify all compensation
Fair Market Value of assetsReal estate / lease considerations
Research statistical databases for comparable transactions
Document pluses and minuses for specific caseApply multiple methodologies and weightings
Present BOMPSP and EDUCATE SellerDetermine listing price and sign agreement
Business Brokerage and the Business Intermediary
Marketing the OpportunityPrepare the commentary
Catalog all confidential documentation (valuation)Compile additional media and auxiliary information
Place the listings
Construct a Confidential Business Summary (if appropriate)
Business Brokerage and the Business Intermediary
Registering and Qualifying BuyersScreen ALL Inquiries
Non-Disclosure Agreement RequiredBuyer Profile Required
Business Intermediary reviewBuyer is provided access to documentation
Business Intermediary consultation with BuyerBusiness Intermediary schedules meeting for Buyer and Seller
Business Brokerage and the Business Intermediary
Due Diligence Buyer may request any reasonable information
Seller should be prepared to share all pertinent information Business Intermediary communicates with accountants, attorneys,
and relevant representatives of all parties Business Intermediary’s primary professional responsibility is to
EDUCATE Buyers and Sellers actively encouraged to facilitate
Due Diligence (no “games”)
Business Brokerage and the Business Intermediary
Letter of Intent / Offer to PurchaseFormal commitment to perform a transaction
Firm dates and time-lineIssues to be determined and resolved
Contractual Conditions and ContingenciesBusiness Intermediary mediates negotiations
Business Brokerage and the Business Intermediary
FinancingCash / Equity / Banks / SBA
Seller financingSeller transition requirements
Seller management / consulting agreementSeller non-compete
Business Intermediary mediates negotiations
Business Brokerage and the Business Intermediary
Transaction StructureCash
Earn-outsMulti-tiered financing
Seller performance agreementsAssets / Liabilities
Tax strategiesBusiness Intermediary ensures communications
Business Brokerage and the Business IntermediaryTransaction Value
The value that accounts for all monetary considerations received by the Seller
The value used to report the transaction to industry databases and to compute
Business Intermediary commissions
Business Brokerage and the Business Intermediary
Transaction Value – IBBA definitionThe total of all consideration passed at any time between the buyer
and seller for an ownership interest in a business enterprise and mayinclude, but is not limited to, all remuneration for tangible and
intangible assets such as furniture, equipment, supplies, inventory,working capital, non-competition agreements, employment and/or consultation agreements, licenses, customer lists, franchise fees, assumed liabilities, stock options, stock or stock redemptions, real
estate, leases, royalties, earn-outs and future considerations.
Business Brokerage and the Business Intermediary
The ClosingAttorney typically hosts the transaction representatives
Business Intermediary coordinates all parties and all required documents
Documents signedTransaction completed
Business Brokerage and the Business Intermediary
Follow UpBusiness Intermediary maintains
Seller and Buyer contact tomonitor the transition processand to consult as appropriate
Business Brokerage and the Business Intermediary
Thank you for your attention.
Questions ?
Business Brokerage and the Business Intermediary
Presented by
Bob WatsonAffiliate Broker, ENLIGN Business Brokers
Certified Business Intermediary®
Contact InformationENLIGN Business Brokers
2009 Caminos Street
Raleigh, NC 27607
919-341-1100