Let’s delve into the factors to be aware of that can change the value of a deal. While the basic deal price model is simple (i.e. when an all cash deal leads to a lower price and less cash; more financing leads to a higher price) our goal is to work with the “pieces” of a deal structure that make a difference in the overall transaction value to the Owner.
Cash Payment
- Typically, structured as a percentage of deal value.
- Or sometimes used to hit a round number like $2M, which may sound better than $1,999,000.
Stock and Stock Options, and/or Warrants
While each deal is unique, normally the components include:
- The stock portion of the transaction — calculated based on the share value formula identified and negotiated in the final sale agreement.
- Stock goes up as well as down, so the stated stock benchmark price is a critical part of the process. All public companies will model deal based on stock going up. This works if the initial stock offering is priced below market price.
- Typically, after a significant and successful transaction, stock will be positively impacted in the short run.
- The negotiations to determine how much of the stock is free-trading versus hold periods, should be specifically addressed early in the process.
- The strength and the merit of the stock issuer will drive the strategy for addressing the stock portion of the transaction value.
Vendor Carry (VC)
VC has several driving factors from Buyer’s perspective:
- VC provides the Buyer some form of control to keep the Vendor at the table and interested in the outcome and future success of the business after the deal is done.
- This allows the Buyer to hold back some of the VC balance owing if material differences arise going forward (i.e. Vendor represented next 12 months would generate $5M in sales and the new Owner only gets $4M in sales). The Buyer has some leverage to renegotiate the deal and hang onto some of that cash.
- The VC funds and control of those funds saves the Buyer legal hassles of trying to claw some money back if the Vendor turns around and spends it all or moves it out of easy legal reach.
- The VC amount is normally linked to some mutually agreed milestones (i.e. performance or date) which allow the Buyer to show his investors or management or shareholders they have negotiated the best deal. Note: This is not the same as future performance bonus.
VC has several driving factors from the Vendor’s perspective:
- This can reduce tax consequences by deferring some chunk of cash to the next tax year. Note: in some cases this leads to very significant tax savings.
- This can allow the Vendor to structure a higher price by having the purchase price increased to reflect the risk of not receiving the cash on closing. This becomes very good leverage when the Buyer is using next year’s cash flow to pay off the purchase price.
- During the term of the VC the Vendor can insist on having access to regular financial statements to allow Vendor to be aware of how the business is performing. If business is in line with proforma everyone will be happy. If Buyer starts stripping out assets or cash, the Vendor will know about that sooner than later. A good Sale Agreement will provide protection to Vendor if that becomes an issue.
Earn out
This typically comes up when the Buyer wants to hedge the company’s future by keeping the exiting Vendors vested in the game. This is not the same as VC because with VC the Vendor receives payment regardless of how the company performs. With Earn Outs, only if you meet X objective do you get paid a premium dollar above what the original payments covered.
Bonus
This would be an objective above the Earn Out. If the bonus objective is met/exceeded, then you receive a clearly identified bonus structured around a clearly specified working agreement.
Salary or Compensation for Working for the Company After Change of Control
Every Buyer expects a certain amount of Vendor participation to assist the new Owner in moving the company forward. The time frame should be negotiated early in the process to avoid any misunderstandings on expectations.
This negotiation process should also identify the terms and conditions for remaining within the operating company for a period of time beyond the initial training. The negotiation process for those salaries should address the concern of work expectations versus compensation versus market value for those skills and services. No one would agree to work for low wages, complete the same amount of work as when you were an owner, and have the rewards go to the buyer.
Working Capital Calculations
The working capital calculation will mark the amount of cash or cash equivalents that are considered necessary to include in the structure of the transaction. No Buyer wants to write a cheque to the Vendor and then start writing cheques to operate the company unless the price has been discounted to make up for the shortfall and working capital.
Some business owners leave redundant amounts of cash in the company for a rainy day. This Redundant Capital (RC) calculation must be established and planned for outside the transaction value. This may create tax consequences for the Vendor, which should be identified and planned for early in the process.
Redundant capital is normally removed prior to transaction closing date.
Formula to Represent Typical Transaction Value (TV) for vendor
Cash + Stock + Stock upside + VC + EO + salary/compensation terms + performance bonus = TV + RC
Mergers and acquisitions can quickly become complex transactions. For that reason it is important to enlist the help of an expert to help you navigate the deal. Talk to a transaction advisor at MAXIMA today.
