M&A Talk is the #1 show exclusively focused on mergers & acquisitions. At M&A Talk, we bring you interviews with experts in private equity, business valuations, law, finance, and all topics related to M&A. We speak with the most experienced professionals in the industry to share their insights. Our past experts have included CEOs, authors, investment bankers, attorneys, CPAs, private equity partners, business appraisers, VC investors, and more. Brought to you by Morgan & Westfield (www.morganandwestfield.com), a nationwide leader in M&A. Access show notes on all M&A Talk podcasts at www.morganandwestfield.com/resources/podcast/
Why You Need To Think About Taxes Early When Selling a Business
Taxes – taxes – taxes. The best way to deal with them is to be prepared, and Bill Wiersema returns to M&A Talk to do a short show with a big punch. He covers some of the little-known issues that come up around taxes when selling a middle-market business. He talks about the tax implications of stock deals vs. asset deals, double taxation, and tax differences between an S-Corp and a C-Corp. He explains what an F reorganization is, how it may be a solution, and the advantages and limitations of an LLC vs. an S-Corp. View the complete show notes for this episode. Learn More The Role of Accountants When Selling You
01/12/2023 • 30 minutes 9 seconds
The Emotional Rollercoaster of Buying or Selling a Business
Whether you realize it or not, buying or selling a business is an emotional rollercoaster. Drew Bisping talks about this emotional journey from both sides of the table as a buyer and seller. He discusses the role that emotions play in the sales process and what you can do about it, the importance of using the right advisors, the very real impact that comes from deal fatigue, and why it is critical to be prepared and understand the impact a sale will have emotionally on yourself, your employees, and partners. View the complete show notes for this episode. Learn More: Net Working Capital (NWC)
24/11/2023 • 59 minutes 49 seconds
Top 4 Issues for Sellers to Avoid with an LOI
Negotiating a clear letter of intent keeps a seller’s position strong throughout the sale process. Bill Snow returns to discuss the top four mistakes sellers make with the LOI and his tips on avoiding these issues. He highlights the importance of planning for taxes and understanding the tax implications of a sale from the outset, how valuations vary and what can impact them, setting up a data room for due diligence before the LOI stage, the dangers of having unrealistic expectations, and the costs of not being prepared. View the complete show notes for this episode. Learn More: Negotiating the
16/11/2023 • 1 hour 2 minutes 27 seconds
Family Offices – What They Look for When Buying a Company
In a return discussion of family offices, Alejandro Levy takes a deeper dive into the nuances of the family office and how they structure their investment strategies. Since family offices are major buyers of middle market companies, it’s important sellers understand what they look for in an investment and who the decision makers are within a family office. The discussion includes direct investments, investment trends in the secondary market, and the differences between family offices and independent sponsors. View the complete show notes for this episode. Learn More: Should I Sell My Busines
08/11/2023 • 1 hour 6 minutes 27 seconds
What Does the Future Look Like for Middle Market Valuations?
Returning to M&A Talk, financial expert Bill Wiersema shares his thoughts on the current economic situation and the impact of the pandemic on middle market valuations. Will the pandemic continue to impact valuations? Bill’s answer is, “It depends.” He shares his insights into the impact of higher interest rates, inflated unit margins, the consequences of supply chain difficulties, gauging a company’s performance in unusual times, and trends and issues that will continue to influence valuations in the middle market. View the complete show notes for this episode. Learn More: Earnouts When Selling or Buyin
03/11/2023 • 34 minutes 5 seconds
Financing an Acquisition – What Buyers and Sellers Need To Know
This comprehensive show on acquisition financing looks at what buyers and sellers need to know from the beginning. Stephen Speer shares his experience as a finance intermediary to discuss the questions lenders ask, what they look for before making an investment in a company, working with PE firms, family offices, SBA loans, and other capital providers; valuations; EBITDA multiples; how equity is used in an acquisition, and why a seller needs to understand how a buyer will finance the purchase of their business. View the complete show notes for this episode. Learn More: SBA Financing When Buying o
26/10/2023 • 59 minutes 47 seconds
What Sellers Should Know About Selling Their Business to a Search Fund
This international edition of M&A Talk focuses on search funds and highlights multiple ways to fund an acquisition. Carl Lundberg offers an in-depth discussion of search funds, how money is raised for entrepreneurs, and differences in the M&A world between the UK and the US. He discusses investment funding in the UK, what buyers typically look for in a company, differences between a search fund, PE firm, angel investors, and other financial buyers, and the dynamics involved when working with a search fund. View the complete show notes for this episode. Learn More: SBA Financing
19/10/2023 • 1 hour 6 minutes 32 seconds
What a Buyer Looks for When Acquiring a Middle-Market Business
When selling your company, knowing what a buyer looks for is invaluable. Malcolm Peace owns an investment firm focused on buying and growing middle-market businesses. He talks about why he focuses on blue-collar businesses in Texas and taking them to the next level of growth. Malcolm discusses what a buyer looks for when evaluating a company, how technology can be used to help some owners step away from their company, how a typical deal may be structured, and the importance of being emotionally prepared. View the complete show notes for this episode. Learn More: Negotiating th
11/10/2023 • 1 hour 10 minutes 58 seconds
Expert Advice from a Buyer – Why You Should Prepare Your Business for Sale
Don’t be scared to put your business on the market – just be prepared. This is the top piece of advice from strategic buyer Scott Hile. He shares his advice learned from doing almost 100 transactions on the buy-side. Scott has seen what can go wrong with a deal and the common mistakes sellers make. He discusses the importance of being prepared, how this can help with running a business even before going to market, the impact on the value and time it takes to sell, and how being prepared builds trust with a buyer. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/increasing-the-value-of-your-business-the-rvd-model/" target="_blank" rel="noopener" data-wpel-li
04/10/2023 • 1 hour 10 minutes 37 seconds
Why You Should Consider Selling Your Business to a Family Office
The personal touch can be hard to find when it comes to selling a business, but family offices can bring the personal touch back into the mix. Father and son Geordie and B.G. Lemmon talk about their family office, Brynavon, and how family offices work in the M&A world. They discuss the differences between a family office, a PE firm, and a strategic buyer, how they make investment decisions, how they work alongside the existing management team and the long-term perspective they take with their investments. View the complete show notes for this episode. Learn More: The Fungibilit
27/09/2023 • 51 minutes 13 seconds
Preparing to Sell a Digital Company
The digital marketplace is rapidly evolving and has unique challenges in M&A. Yury Byalik, an expert in buying digital companies, shares what he looks for when acquiring a digital business and offers advice on preparing a digital company for sale. Yury describes the most common mistakes sellers make the criteria buyers consider as they evaluate a company, and gives clear definitions of some of the hottest topics in M&A today. This is a show full of advice for sellers from a buyer’s perspective. View the complete show notes for this episode. Learn More: Top 5 M&A Value Drivers for Tech & Software Compan
20/09/2023 • 1 hour 8 minutes
Preparing to Sell a Digital Company
The digital marketplace is rapidly evolving and has unique challenges in M&A. Yury Byalik, an expert in buying digital companies, shares what he looks for when acquiring a digital business and offers advice on preparing a digital company for sale. Yury describes the most common mistakes sellers make, the criteria buyers consider as they evaluate a company, and gives clear definitions of some of the hottest topics in M&A today. This is a show full of advice for sellers from a buyer’s perspective. View the complete show notes for this episode. Learn More Top 5 M&A Value Drivers for Tech & Software Companies <a href= "https://morganandwestfield.com/arti
19/09/2023 • 1 hour 8 minutes
Managing Personality and Cultural Differences When Selling Your Business
The human element of a business sale is often overlooked. Attorney Danya Shakfeh discusses the impact of cultural differences where personal backgrounds, values, and cultural influences can impact how a sale proceeds or falls apart. She discusses what to expect when working with an attorney, the importance of managing personality and cultural differences, how cultural differences can impact negotiations, some real-world cultural issues she has encountered, and what she has learned that is not taught in law school. View the complete show notes for this episode. Learn More: M&A Non-Compete Agre
13/09/2023 • 48 minutes 46 seconds
Financial Due Diligence – Why It’s Important to Prepare for the Sale of Your Company
Preparing your business for sale is critical for success. Patrick O’Connell works with buyers during a transaction to perform financial due diligence (FDD). He joins M&A Talk to explain the FDD process and give advice to sellers on how best to prepare their company for sale from a financial perspective. He discusses the issues that come up during diligence, who is involved in the process, and the biggest mistakes sellers make, and gives perspective on what a buyer looks at during financial due diligence. View the complete show notes for this episode. Learn More: Tips on Preparing Your Busines
06/09/2023 • 30 minutes 19 seconds
How to Build Maximum Strategic Value in Your Business
The earlier an entrepreneur starts planning for the sale of their business, the longer they have to compound value as it grows. Mac Lackey gives advice for maximizing the strategic value of a business. Mac shares lessons he has learned from starting and selling six companies all for strategic value, including designing a business with prospective buyers in mind, telling a compelling story about competitive advantages, and why planning ahead is critical to selling a business for strategic value. View the complete show notes for this episode. Learn More: Top 5 M&A Value Drivers for Tech & Softwa
30/08/2023 • 1 hour 11 seconds
Everything You Need To Know Before Growing Internationally
It is critical to have the right partner in place to successfully grow into an international market. Michele Museyri, with HSP Group, specializes in helping companies expand internationally, and she shares expert tips for managing the process. This jam-packed show discusses what goes into making the decision to expand, issues to consider, legal and cultural differences, and the intricacies of compliance. Also, a brief quiz with facts on cultural and legal differences in regions and countries around the globe. View the complete show notes for this episode. Learn More: M&A Carve-outs <a href= "https://ww
26/08/2023 • 1 hour 39 minutes 30 seconds
What Exactly is a Rollover and Why Should a Seller Care?
Selling your business through a rollover is complicated. Attorney Trevor Crow breaks this technical topic down into clear language as he explains how a rollover works, discusses major terms and documents involved, offers insights into the tactics and negotiating strategies employed by PE firms, explains what to expect, and highlights the critical element of understanding the economic provisions involved in a rollover. Listen to this discussion and maintain your negotiating leverage by knowing what to expect. View the complete show notes for this episode. Learn More: Earnouts When Selling or Buying a Business | Complete Guide <
16/08/2023 • 1 hour 33 seconds
Maximizing Profits: Key Insights on Preparing a Company for Sale from an Experienced M&A Attorney
This in-depth conversation about preparing a company for sale looks at the process from the view at the end of the transaction. Pat Linden, an M&A attorney who has closed well over 100 deals, offers insights into the importance of being prepared before even starting the sales process. He shares tips on maximizing the final price, negotiating from a strong position, maintaining a poker face, recognizing sunk costs, dealing with emotional stress, and getting it right to get the best price possible. View the complete show notes for this episode. Learn More: Letter of Intent <a href= "https://morganan
09/08/2023 • 1 hour 56 seconds
Inside Details on Descartes’ International Acquisition of Localz
What does it take to complete a successful acquisition quickly and smoothly on an international scale? Get the insider’s view of global powerhouse Descartes’ acquisition of Australian company Localz in this discussion with both companies. Hear about the importance of clear communication, tips on being prepared for the intensity of the acquisition process, dealing with issues such as time zones, and relationship building on an international scale – all elements critical to achieving a successful acquisition. View the complete show notes for this episode. Learn More: Why do Companies Acquire other Businesse
02/08/2023 • 47 minutes 39 seconds
Expert Advice on How To Sell Your Middle-Market Company
Listen in for expert advice on selling a business, geared toward sellers of middle-market companies. Investment banker and author of Mergers & Acquisitions For Dummies Bill Snow shares advice, tips, and insights from over 30 years of selling companies. He gives examples of adjustments that should be made or avoided, discusses the most common mistakes sellers make, explains why a cash flow statement is critical, covers the four methods of valuing a company, shares how an investment banker helps in negotiations, and his top piece of advice for all sellers. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/ebitda-definition-formula-example/" target="_blank" rel="noopener" data-wpel-link="internal"
26/07/2023 • 55 minutes 54 seconds
Everything An Entrepreneur Needs to Know About Selling to PE Firm
The world of private equity is often maligned and misunderstood. Adam Coffey brings his years of experience from the corporate and PE worlds to dispel the myths that surround the idea of selling a business to a PE firm. He shares stories from GE during its heyday under Jack Welch, discusses how he translates those lessons to the acquisitions, roll-ups, and turnarounds he has led, and talks about learning and the magic that private equity can bring to a company in helping it grow to the next level. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/the-importance-of-persistence-when-selling-a-business/" target="_blank" rel="noopener" data-wpel-link="internal
18/07/2023 • 46 minutes 52 seconds
How to Avoid Mismatched Expectations to Achieve a Successful Exit
Returning to M&A Talk, Dan Tamkin looks at how the market has changed in recent years; how changes in interest rates affect valuations; the problem with low revenue, high EBITDA businesses; and why it’s important for buyers and sellers to get along. He discusses the impact of a mismatch between buyer and seller expectations, the surprising influence of a good dinner meeting to build trust and establish a relationship between the buyer and seller, and stories about getting deals done and some that fell through. View the complete show notes for this episode. Learn More: Why Do Buy
12/07/2023 • 34 minutes 34 seconds
Entrepreneurship and M&A: Perspectives on Start-ups, Mergers, and Integration
The world of M&A is complex, but it is possible to plan, learn, and be flexible enough to make an acquisition successfully happen. Cassio Bobsin takes a broad perspective of entrepreneurship and gives his insights into start-ups, mergers, integration, taking a company public, and the influence of AI on the M&A industry. Cassio doesn’t take the typical scientific approach to decide about an acquisition – he looks at core competencies, synergies, and best practices of a company and how to integrate them. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/18-differences-between-valuing-public-and-private-businesses/" target="_blank" rel="noopener" data
05/07/2023 • 51 minutes 57 seconds
How a Q of E Report Can Save Time and Money in an M&A Transaction
What is a quality of earnings (Q of E) report? How can it help sellers and buyers in M&A transactions? Nicholas Spezio returns to M&A Talk to discuss the importance of the Q of E report. From an overview of the process to the difference between an audit and a Q of E, Nicholas covers how a Q of E can ensure that both parties are prepared for the diligence process by flushing out potential issues early enough in the transaction to be able to deal with the issues rather than losing the deal. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checklist & Overview <a href= "https://morganandwes
30/06/2023 • 26 minutes 49 seconds
Unveiling the Challenges of Financial Due Diligence: Strategies for a Smooth Integration
Don’t rush to the closing – take the time to do financial due diligence properly. That’s the advice from Nicholas Spezio with Exbo Group, a strategic boutique advisor for growth-stage companies. He discusses the integration process, the objectives and advantages of doing financial due diligence, the problems with going too fast during the sale process, why financial due diligence is the most challenging part of integration, and how to set a company up for success with a seamless integration. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checkli
21/06/2023 • 31 minutes 52 seconds
Transitioning from Bootstrapped to Venture-Backed
Serial entrepreneur Ryan Buckley returns to M&A Talk to discuss lessons learned as he moves from bootstrapping to seeking venture capital backing with his current company, Shovels. Ryan talks about his decision to pursue climate tech as his next project, how the idea of mining and analyzing building permit and inspection data can help people make better decisions about contractors they work with, what went into his decision to pursue VC money, and the importance of focusing on providing the most value. View the complete show notes for this episode. Learn More: Business Valuation & Return on Investment (ROI)</
12/06/2023 • 47 minutes 47 seconds
How an M&A Attorney Can Help Sell Your Business
What can an M&A attorney bring to the table when selling a business? Jessica Fairchild, a corporate and M&A attorney for over 20 years, answers this question and many more. She discusses why it is so important to work with a lawyer who knows how the M&A process works, knows what your goals are, and understands the key issues of your business when they are negotiating for you. She highlights the need to prepare for a sale as early as possible and build a team of good advisors to help you throughout the sales process. View the complete show notes for this episode. Learn More: M&A Basics | The Letter of Intent
02/06/2023 • 1 hour 52 seconds
What Are You Getting Into When You Want To Sell Your Business?
What are the two most important things to know before starting the journey to sell your business? Chris Younger, with Class VI Partners, answers this question and many more. He discusses the fundamentals of selling a middle-market company, the importance of preparation and planning ahead, looking for a buyer with the right fit, building a growth plan that can survive due diligence, and the amount of stress involved in a sale and what an owner can do to manage the stress and inevitable problems that crop up. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checklist & Overview <a href= "http
17/05/2023 • 1 hour 3 minutes 12 seconds
Creating M&A Value Through Technology
Consider the M&A world as science versus art. This fascinating discussion looks at acquisitions as transformations. Jay Goldman, author, and co-founder of Sensei Labs, defines enterprise and portfolio orchestration, discusses how automation, collaboration, and software can help build more value in an organization, looks at how a company can execute better on value creation and go beyond closing the deal to place the emphasis creating a more durable, repeatable, and scalable model for long-term value creation. View the complete show notes for this episode. Learn More: Tech & Software M&A Dynamics <
11/05/2023 • 1 hour 8 seconds
Find Out How the Acquisition of GroundCloud by Descartes Unfolded
A successful partnership was recently formed when Ed Gardner of Descartes led the acquisition of GroundCloud, founded by David Leland. They both discuss the acquisition process, from David’s decision to look for a partner to Descartes’ decision to make an offer. This discussion walks through the process from management presentations through the offer stage, due diligence, closing, and post-closing, with tips, advice, and insight into the thought processes that went into each stage of the acquisition. View the complete show notes for this episode. Learn More: Tips on Preparing Your B
03/05/2023 • 1 hour 11 minutes 32 seconds
Digging Into the World of Fintech and Private Capital Markets
What is the current state of fintech, fundraising, and private capital markets? David Frank, founder and CEO of Stonehaven, a company that’s developed a fintech operating system for investment bankers and investors in private capital markets, shares insights he sees through his company. From a high-level look at fintech and the future of AI to developing a global workforce and differences between venture capital, private equity, and public markets – this is much more than a high-level fintech conversation. View the complete show notes for this episode. Learn More: The Fungibility
26/04/2023 • 1 hour 3 minutes 3 seconds
When an ESOP is the Right Approach to Exit Planning
Employee stock ownership plans have long been an exit strategy for companies, but they are still misunderstood. Kelly Finnell shares his passion and expertise with ESOPs from his 40 years of specializing in them. Beyond the definition of an ESOP, Kelly offers his insights into the history of ESOPs, the tax benefits they present to owners and employees, what metrics a company should have for an ESOP, what companies would be poor candidates for an ESOP and stories of the successes and challenges involved with an ESOP. View the complete show notes for this episode. Learn More: Should I use SD
18/04/2023 • 55 minutes 9 seconds
Top Tips on ESOPs and the Healthcare Industry
Employee stock ownership plans, known as ESOPs, are an M&A alternative that places shares of a company in the hands of employees. This complex topic is the focus of Michael Bannon and Jordan Burg, ESOP experts in the healthcare industry with boutique investment bank CSG Partners. They discuss considerations around structuring an ESOP, advantages to owners and employees, the impact ESOPs can have on increasing employee happiness and tenure, and advice that goes beyond companies in the healthcare space. View the complete show notes for this episode. Learn More: Business Exit Plan & Strategy Checklist | A Complete Guide Additional Resources:
12/04/2023 • 46 minutes 31 seconds
Can You Really Buy a Business with No Money Down?
When it comes to buying a business, what are the top considerations and pitfalls to avoid? Jon Stoddard, an investor, serial acquirer, and host of the podcast Top M&A Entrepreneurs, joins M&A Talk to discuss buying small businesses, including the risks, lessons he has learned, and the rewards of dealing with start-ups. Jon discusses the differences in on-market vs. off-market deals, the importance of deal flow, raising capital, finding investment money, and the idea of buying a business with no money down. View the complete show notes for this episode. Learn More: M&A Seller Financing: A Complete Guide <a href= "https://morganandwestfield.com/knowledge/sba-f
04/04/2023 • 1 hour 6 minutes 11 seconds
IT Integration and Its Role in the M&A World
Integration is a critical component of any acquisition, and IT integration, in particular, is key to achieving a successful integration. Uma Nidmarty is a specialist in IT integration and shares her 25+ years of experience in the world of M&A acquisitions. The discussion includes an explanation of some of the terminology, the impact integration can have on the value of a deal, major deal killers, the elements and costs involved in IT integration, and some examples of integrations gone wild. View the complete show notes for this episode. Learn More: Most Common Deal Killers Whe
28/03/2023 • 59 minutes 4 seconds
M&A from Multiple Perspectives
In this episode of M&A Talk, we take a deep dive into the many facets of M&A with Corey Kupfer, the author of Authentic Negotiating: Clarity, Detachment & Equilibrium – The Three Keys to True Negotiating Success & How to Achieve Them. We discuss the role of lifestyle businesses, lawyers as deal makers, happiness as a new metric in considering an M&A deal, The Five Whys, and the keys to negotiating in M&A. View the complete show notes for this episode. Learn More: The Role of M&A Lawyers When Selling Your Business <a href= "https://morganandwestfield.com/knowledge/negotiating-tactics/" t
21/03/2023 • 1 hour 7 minutes 57 seconds
Should You Consider an ESOP When Selling Your Business?
An ESOP, or employee stock ownership plan, is one of several options you may consider when selling your business. What is an ESOP, and should you consider one? In this episode of M&A Talk, we explore the ins and outs of ESOPS and help you determine whether an ESOP is the right exit path for you. You will learn how ESOPS work, whether your company is a right fit for an ESOP, how your business will be valued under an ESOP, and common multiples used to finance the transaction. View the complete show notes for this episode. Learn More: Should I use SDE or EBITDA to Value a Business?</li
16/03/2023 • 50 minutes 18 seconds
Eight Key Elements to Creating Business Value
Looking at M&A transactions from the sell-side, building value is the foremost goal for a business owner. Jonathan Wilson, the founder of Dubb Value Creation (Consulting Firm), returns to M&A Talk to discuss the importance of incorporating sell-side readiness into a strategic plan and outlines his eight key concepts for building value. He covers the importance of financial forecasts, reducing concentrations of risk, recurring and repeat revenue, synergies and dis-synergies, and the need to always have a growth strategy that can be described to a buyer. View the complete show notes for this episode. Learn More: Adjusting Financial Statements: A Complete Guide<
07/03/2023 • 45 minutes 51 seconds
M&A Market Growth Potential in Veterinary Practices
In the M&A world, the veterinary field is changing as practices become more consolidated. Eric Lewandowski, a managing director in the KPMG Strategy consulting group, shares his insights into the appeal and growth potential of veterinary platforms. He discusses how changes in the relationship between pets and their families are being reflected in the M&A industry, the influence of technology in vet practices, the differences between corporate and clinical ownership, and private equity’s role in the evolving veterinary market. View the complete show notes for this episode. Learn More: EBITDA | Definitio
28/02/2023 • 48 minutes 21 seconds
The Human Side of M&A Law
In this engaging discussion about the human side of M&A, attorney Matt Saur, co-founder and partner of Woolery & Co., discusses how the human element of M&A law affects business outcomes. Matt shares stories illustrating the importance of relationships and covers the steep learning curve and plateaus that occur when learning the basics of M&A. He discusses the importance of developing intangible skills around the deal-making process, how a good story on the front end can help get a good outcome for the seller, and why the very best lawyers are business people. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/the-role-of-ma-lawyers-when-selling-your-business/" target="_blank" rel="noopener" data-wpel-link="inte
22/02/2023 • 52 minutes 56 seconds
An Introduction to Corporate Carve-Outs
Full of complexity and challenging to implement, the corporate carve-out form of divestiture is gaining interest in the M&A world. Eric Jones is an expert in carve-out deals, and he shares insights on what hurdles to watch for and how to prepare for a carve-out transaction. Eric discusses what a carve-out is, what makes them tricky, how they unlock shareholder value, the legal and operational issues, the importance of the transaction services agreement, and the role of diligence in making this type of M&A deal successful. View the complete show notes for this episode. Learn More: Why do Companies Acquire O
15/02/2023 • 44 minutes 47 seconds
The Basic Mechanics of Employee Stock Ownership Plans (ESOPs)
Employee stock ownership plans (ESOPs) offer middle-market business owners an exit option that can protect their legacy and incentivize their employees. David Blauzvern and Jordan Burg, of CSG Partners, explain the basic mechanics of ESOPs. Their easy conversation makes the complexities of this topic clear as they discuss an overview of an ESOP plan, how they are structured, how shares work, the tax benefits for owners and employees, the prerequisites needed, and why ESOPs should be considered a powerful M&A alternative. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/additional-ways-to-market-your-company-for-sale/" target="_blank" rel="noopener" data-wpel-l
07/02/2023 • 54 minutes 31 seconds
The Art and Science of Middle Market Valuation
Part art and part science – the different sides of managing an M&A transaction come together in this discussion about maximizing the value of a middle market company. Kevin Moyer and Megan Sartor combine their experiences to discuss the importance of valuation adjustments and expectation setting on the sell side. They offer explanations of EBITDA, free cash flow, and working capital, along with how these areas can be utilized to maximize value and the relationship between A/R, inventory, and accounts payable. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/is-there-a-difference-between-an-appraisal-and-a-valuation/" target="_blank" rel="noopener" data-wpel-link="internal"
31/01/2023 • 1 hour 21 seconds
The Highs and Lows of Growing A Business Through Acquisitions
Learn firsthand how a business grows through acquisitions and advice for entrepreneurs considering an exit. Orrin Klopper, CEO of Netsurit, an IT and security management services firm, discusses spending over half his time on corporate development and acquisitions. He shares insights on the acquisition process as a buy-side advisor, what PE firms see in the managed service provider (MSP) space, the benefits and challenges of using acquisitions as a growth strategy, and what went into Netsurit’s decision to put a corporate head of development into place. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/articles/ma-basics-the-letter-of-intent/" target="_blank" rel="noopener" data-wpel-link="i
24/01/2023 • 1 hour 5 minutes 4 seconds
How IPOs, SPACs, and De-SPACs Intersect with the M&A World
This episode delves into the world of IPOs and the three main ways private middle-market companies raise money. Scott Lanciloti has over 20 years of specializing in the IPO process and explains how the SPAC and IPO markets are intertwined with the M&A market. Topics include the similarities between preparing a company for sale and doing an IPO, the evolution and growth of a company, the prime time for a company to do an IPO, what happens after a SPAC makes an acquisition, and other avenues for raising money. View the complete show notes for this episode. Additional Resources: Download a free pdf copy of The Art of The Exit: The Complet
20/01/2023 • 58 minutes 29 seconds
The Secret to Success in the World of Corporate Development
What exactly is corporate development, and what is the secret to its long-term success? Answers to these and many more questions come from corporate development expert Alessandro Cozzi of Salo, a talent and consulting firm, as he discusses the necessity of having a long-term strategy for start-ups and big companies, the differences between doing business in the U.S. and Europe, the two things that are critical to making an acquisition viable, the role of emotions and the importance of timing in M&A, and his predictions for the market over the next few years. View the complete show notes for this episode. Additional Resources: Download a free pdf copy of <a href= "https://morganandwestfield.com/the-art-of-the-exit/" target= "
17/01/2023 • 1 hour 8 minutes 24 seconds
An Insider’s View of the Commercial Real Estate M&A Industry
Commercial real estate attorney Brett Budlong opens up about the thrills, the stakes, and the hot-button issues in the commercial real estate M&A market. Legal nuts and bolts provide the underpinnings for entire transactions. This frank discussion is full of straight talk and horror stories from across the spectrum of real estate deals. Brett discusses issues with landlords, the impact of the growth mindset, how personality plays into negotiations, and how going too fast can lead to missing problems. View the complete show notes for this episode. Additional Resources: Download a free pdf copy of The Art of The Exit: The Complete Gui
14/01/2023 • 1 hour 13 minutes 56 seconds
Recent Changes and Predictions in Healthcare M&A
Healthcare is a top global issue that impacts personal lives and corporate deals. Michael Roub returns to M&A Talk to discuss recent changes in the healthcare M&A industry. In this wide-ranging discussion, he covers how changes in interest rates impact deals, which sectors attract the most interest from private equity groups, and the attraction of dental services. Topics also include where growth opportunities lie within the industry and the biggest challenge to doing transactions in the healthcare space. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Exam
11/01/2023 • 51 minutes 55 seconds
The Practical Side of M&A Deals That Law Schools Overlook
M&A attorney Hans Sperling goes beyond dry legal talk discussing the impact the human element has in M&A. Focusing on more than the legal issues, Hans talks about anticipating what can go wrong and avoiding problems throughout an M&A deal rather than just solving them. He discusses risk aversion and how this impacts a deal, the biggest and most common mistakes in an LOI, how leverage shifts during a transaction, the importance of risk allocation, and what makes a business an attractive acquisition target. View the complete show notes for this episode. Learn More: M&A Reps & Warrant
09/01/2023 • 43 minutes 33 seconds
Top Seven Issues Today Critical to Understanding Quality of Earnings
The importance of a Quality of Earnings (QoE) report is often underestimated, and there is more art than just science to it. Bill Wiersema returns to M&A Talk to discuss the top seven issues today in financial due diligence. How COVID has impacted earnings, the biggest change in GAAP rules in the past 70 years, the value that can be added by having a QoE report, key issues related to diligence, new lease accounting rules, and real-life examples – all wrapped up in an engaging episode that will have you enjoying this discussion of financials. View the complete show notes for this episode. Additional Resources: Download a free pdf copy of <a href= "https://morganandwestfield.com/the-art-of-the-exit/" target=
03/01/2023 • 1 hour 27 minutes 43 seconds
Appraisals and Valuations in the Real-World of M&A Deals
The world of appraisals and valuations is full of jargon and terms not often heard in the M&A world, such as strategic, investment, and fair value. Abhi Mathews, a chartered financial analyst, clarifies these terms, laying the theoretical groundwork on how appraisals work, and placing it all in the real world. He explains the different asset classes appraisals cover, how appraisals differ from business valuations, what period a valuation is based on, the role of an appraiser in an M&A transaction, and much more. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/is-a-third-party-business-appraisal-needed/" target="_blank" rel="noopener" data-wpel-link
01/01/2023 • 1 hour 35 seconds
An Insider’s View of the Niche Real Estate M&A Market
What is the effect of combining the real estate industry with M&A? Deb Smith has over 25 years of M&A experience and shares insights into the niche world of real estate M&A, explaining the industry in a nutshell. Deb discusses the returns in real estate compared to the stock market, the appeal of the US market for international real estate M&A, the importance of the exit strategy at the start of a transaction, and predicts future changes in the real estate M&A industry. This is a chat you won’t want to miss. View the complete show notes for this episode. Additional Resources: Get your copy now of <span style="font-wei
23/12/2022 • 57 minutes 52 seconds
A Deep Dive Into Real Returns on Investment in the Private Equity World
Jeff Hooke returns to M&A Talk to discuss the world of private equity and the truth about returns from private equity fund investments. He digs into the private equity markets, highlighting the fact that the PE industry does not beat the public market, despite what investors want you to think. Jeff discusses pension funds, private equity funds vs. the public market, the gold standard for institutional investment funds, tips, advice, and book recommendations from Wall Street history to the Old West. View the complete show notes for this episode. Learn More: <a href= "https://www.amazon.com/Myth-Private-Equity-Transformative-Investments/dp/0231198825" target="_blank" rel="noopener" data
21/12/2022 • 59 minutes 56 seconds
Lessons Learned From Doing 48 Business Deals in 2.5 Years
You can learn a lot about M&A from books, but the best lessons come from real-life experiences that you won’t read about in the books. Entrepreneur Jonathan Jay shares his learnings from buying 48 companies in London in just 2.5 years. From the crucial role that confidence plays in buying, running, and selling a business to how passion, talent, and profit can work together to make you more successful, to tips for making strong hires for your team – this episode is full of priceless advice for any entrepreneur. View the complete show notes for this episode. Learn More: In
20/12/2022 • 1 hour 5 minutes 40 seconds
From Economics to Learning to Code to Building a Multi-Million Tech Co.
Changing career tracks can be challenging, but it can also be exciting and lucrative. Going from economics grad to lawyer to tech entrepreneur, Nick Fogle, founder of SaaS start-up Wavve, a tool for podcasters to turn audio into video, has gotten the start-up itch and learned how to bootstrap his way through several career iterations. Nick shares the lessons he learned from teaching himself to code through the multi-million dollar acquisition of Wavve in 2021 and into his second start-up, Churnkey. View the complete show notes for this episode. Learn More: Jeff Wald, Founder of
20/12/2022 • 1 hour 4 minutes 35 seconds
Behind the Scenes of a Family Office
What exactly is a family office? How are they structured, and what goes into their investment decisions? Family offices are common buyers in the middle market, so it pays to understand them. This conversation with Alejandro Levy, a Senior Investment Manager with InvestX Capital, gives you a behind-the-scenes look at what sets family offices apart, the types and sizes of family offices, what role the family office plays in the M&A space, and what a family office focuses on when considering a company to buy. View the complete show notes for this episode. Learn More: Business Valuation & Return on Investment (ROI) Additional Resources: <a href= "htt
11/12/2022 • 38 minutes 37 seconds
How Two College Students Made Millions and Disrupted The Creator Economy in 2 Years
What is the creator economy? How can creators make money from their social media platforms? This is the story of how college friends Harry Gestetner and Simon Pompan created Fanfix – a platform for creators to monetize and engage their fanbase and create a recurring revenue stream. In over 18 months, they went from concept to being bought for 8-figures by SuperOrdinary. They discuss how to monetize a fanbase, engage Gen Z consumers, the vertical markets Fanfix works in, what’s next in platforms and tools, and how two non-technical college students disrupted the creator economy. View the complete show notes for this episode. Learn More: <li aria
01/12/2022 • 50 minutes 49 seconds
What It Takes To Sell Your Company for a Premium
When selling your company, you can get a better price if you consider more than simply growing revenue and profits. The question is – what do you need to do? How long will it take? What’s the payoff? Channing Hamlet, an Investment Banking Visionary, shares his 25+ years of experience helping sellers prepare for a sale. He discusses what it takes to sell your company for a premium, the four most important issues to consider, and how to put a framework in place to make the sale process smooth and profitable. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/18-differences-between-valuing-public-and-private-businesses/" target="_blank" rel="noopener" data-wpel
21/11/2022 • 1 hour 4 minutes 29 seconds
How High-Growth Private M&A Works From the Inside
How does high-growth private M&A work? What are some of the industries involved, and what is the process? Will Hawthorne, Founder of Avid Capital Advisors, an investment bank, and General Partner at Sugar Capital, a venture capital firm, shares his experience in the high-growth private M&A market. He discusses the major differences in deal structure between private and public deals, recent changes in the market that impact how cash-rich companies grow, how valuation is handled in high-growth M&A, and the influence that trust and honesty can have on a deal. View the complete show notes for this episode. Learn More: <a href= "http://www.morganandwestfield.com/knowledge/do-i-need-a-valuation/" target="_blank" rel="noop
12/11/2022 • 1 hour 47 seconds
Tax Insurance: The Business Solution You Didn’t Know Was Possible
There’s an open secret in the M&A world – tax insurance. It lets you take risk off the table and turn it into a negotiating point. Yoav Shans and James Swan, tax experts from McGill and Partners — an insurance broker firm, lay it out clearly. What is tax insurance, how can it impact M&A decisions, who pays for it, and how can it help close your deal? Get answers to these questions, and many more, for buyers and sellers of any size transaction since, as we all know, you can’t escape taxes. View the complete show notes for this episode. Learn More: <a href= "https://morganan
08/11/2022 • 53 minutes 56 seconds
The Good, The Bad & The Ugly of Growth by Acquisition
Whether you want to sell your company or are looking to buy another company to help your growth, there is a lot to consider. Tips, advice, and tales of the good, the bad, and the ugly sides to this process come from Elizabeth Cholawsky and Taylor Viens. They are with HG Insights - a leading company in the gathering and application of data to make informed acquisition decisions. In this episode, they discuss the importance of paying attention to other companies, the role that data can play in an acquisition, the importance of having a solid growth strategy, and more firsthand experience from a target and an orchestrator of acquisitions. View the complete show notes for this episode. Learn More: <a href= "https://morgan
30/10/2022 • 1 hour 1 minute 29 seconds
Selling Your Company to a Private Equity Firm vs. a Family Office
When selling a mid-market business, you may run into a family office interested in acquiring your company. But, what are family offices, how do they work, and what do they look for in a target? In this episode with James Carey, a partner at a private family office, we discuss the differences between a family office, private equity firms, and strategic acquirers, look at how family offices create value, and define growth equity. We also talk about the elements of the family office capital growth toolkit, mistakes an owner may make in consultations with growth equity investors, and tips to avoid these mistakes. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfi
20/10/2022 • 1 hour 1 minute 58 seconds
Lessons Learned from the Sale of a $65 Million Business to a Public Company
When a company is sold, the relationship between the parties has a significant impact on the success of the transaction. We discuss the sale of XPS Technologies, a private shipping software company, by Descartes, a publicly traded firm with a $5.9 billion market cap, and share perspectives on the acquisition process from both sides of the table. We discuss Descartes’ acquisition strategy and how XPS fit into it, the synergies each business looked for, key lessons learned from the acquisition, and advice to entrepreneurs who want to exit their companies. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/earnouts/" target= "_blank" rel="noopener" data-wpel-link="
11/10/2022 • 1 hour 1 minute 46 seconds
The Legal Aspects of Selling a Closely Held Company with Roger Royse
Roger Royse, M&A attorney and tax specialist, discusses the sensitive issue of taxes and the implications of selling a closely held company with few shareholders. He presents a definition of a closely held company and discusses differences this sort of company presents in an M&A transaction, some issues around employees, and the “phantom plan.” He also addresses the importance of considering taxes when forming a company and looking ahead to the tax implications when it comes time to exit the company. View the complete show notes for this episode. Learn More: Selling Your Business? Hire an
01/10/2022 • 47 minutes 53 seconds
Happiness: How It Relates to M&A and Entrepreneurs with Marco Robert
This is a different sort of episode on M&A Talk. This personal chat about happiness features Marco Robert, an entrepreneur, business consultant, and truly happy person. What does happiness have to do with M&A? Why is happiness a taboo topic? How does happiness relate to the business world? What is the correlation between happiness and success? How do you find balance in your own environment? Full of wisdom, personal anecdotes, book recommendations, and much more, this episode will give you much to think about and might even change your life. View the complete show notes for this episode. Learn More: Should I Sell My
27/09/2022 • 57 minutes 36 seconds
Preparing Your Company for Due Diligence with Anthony Nitsos
Due diligence is a critical step in the M&A process, but it doesn’t always get the attention it deserves. Anthony Nitsos specializes in helping companies optimize internal systems and shares his insights and tips on preparing for due diligence. He discusses what is involved, the areas covered, how to prepare, common patterns, and the buyer’s goal. He also covers the cost of due diligence versus the cost of being unprepared and the impact on the final price. Don’t shortchange yourself in this vital activity. View the complete show notes for this episode. Learn More: Top 5 M&A V
16/09/2022 • 54 minutes 47 seconds
Human Capital and the Value of Your Business with Marco Robert
Listen in to this discussion about human capital and how it can impact the value of your business with Marco Robert, an international consultant, author, and entrepreneur with years of experience helping companies turn their fortunes around. During this wide-ranging chat with advice and real-life examples, he discusses the impact employees have on the value of a business, what may block an owner from creating more value, the biggest challenge owners face, and advice on how to create value in your business. View the complete show notes for this episode. Additional Resources: Download a free copy of <span style
11/09/2022 • 51 minutes 25 seconds
The Path to Extraordinary Returns in M&A with Leon Brujis
Leon Brujis talks about 2nd-level thinking and the art of investing in middle-market companies. A partner with Palladium, Leon discusses how 2nd-level thinking applies to every investing discipline, from hedge funds to private equity, venture capital, and more. He highlights the origins and impact of this concept, what makes a great investor, how to develop these skills and ensure you are engaging in 2nd-level thinking, how education impacts creativity, and how this all comes together to generate extraordinary investment returns. View the complete show notes for this episode. Learn More: Dealing with Investo
09/09/2022 • 49 minutes 40 seconds
Manufacturing M&A with Jorge Maceyras
If the ins and outs of the manufacturing M&A world interest you, listen in on this discussion with Jorge Maceyras, investment banker and M&A manufacturing expert. Topics include top issues for manufacturing companies that don’t exist in other industries, details about negative working capital, how capital expenditures impact an M&A transaction, common supply chain issues, what the main external economic factors are, and what buyers usually look for when making an acquisition in the manufacturing industry. View the complete show notes for this episode. Learn More: Adjustment to the Purchase Price / Purchase Price Adjustment <
02/09/2022 • 40 minutes 59 seconds
Partnering with Private Equity Firms with Jim Evanger and Brent Paris
Join us for this continuing conversation with experts in the M&A field, Jim Evanger and Brent Paris, as they share their diverse experiences in partnering with private equity firms. They give insights into what the private equity buyer is thinking, share successful partnership stories, and the prerequisites for a business owner partnering with a PE firm. Listen now to discover how to get more upside from your business and consider how a PE partner might be able to help you achieve your ultimate goals. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete Guide <a href=
26/08/2022 • 48 minutes 24 seconds
Exit Planning Strategy with Touraj Parang
Experienced dealmaker and entrepreneur Touraj Parang shares his philosophy that an exit strategy, if implemented early, is the surprising secret to ultimate startup success. This wide-ranging discussion covers the differences and parallels between venture capital and corporate development, common mistakes to avoid when selling, planning a successful exit strategy, insights into how to make leverage work in exit planning, and tips on negotiating the LOI and purchase agreement for a successful exit. View the complete show notes for this episode. Learn More: A Guide to M&A Negotiating Tactics <a href= "https://morganandwestfield.
17/08/2022 • 1 hour 24 minutes
Lessons from an M&A Acquirer & Seller with Michael Frankel & Jeff Wald
The relationship between acquirer and seller is a complex one in the field of M&A. Join us for a chat between friends and colleagues Michael Frankel and Jeff Wald as they discuss M&A from the point of view of an acquirer vs. a seller, the importance of the seller’s message to employees informing them of the acquisition and through the transition, firsthand stories of the importance of managing integration, and the differentiation between managing a large-scale organization vs. an early-stage company. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete Guide <a h
15/08/2022 • 34 minutes 37 seconds
Using Outsourced Corporate Development to Grow with Ryan Goral
What is outsourced corporate development? What companies are suited for this type of growth, and what is the process? Ryan Goral, founder of G-Spire Group, a company focused on helping entrepreneurs grow through acquisitions, answers these questions and more. Topics include prerequisites an owner should have in place before pursuing growth, what’s involved in different phases, discussion of the most challenging part of making an acquisition, what comes after an offer is accepted, and the integration phase. View the complete show notes for this episode. Learn More: 7 Steps to Selling a Business Fast <a href= "https://mo
15/08/2022 • 38 minutes 48 seconds
Virtual and Augmented Reality M&A with Jeff Meisner
Can you build and sell a tech company without having a tech background? What’s the difference between virtual and augmented reality? What does the future look like for immersive technology and the metaverse? Jeff Meisner talks about this and more, including his experience co-founding a tech company and being acquired by a leading immersive technology platform company. He has advice for first-time tech entrepreneurs and insights into the emerging AR/VR tech industry and the future of immersive technology. View the complete show notes for this episode. Learn More: A Guide to Valuing Tech, Software & Onl
05/08/2022 • 56 minutes
Tips for Hiring an Interim CEO with Jim Evanger
What exactly is an interim CEO? What makes their role different from a permanent CEO? How are they incentivized, and what comes next? Join us as we talk with Jim Evanger, an experienced CEO, interim CEO, and operating partner for private equity firms. He discusses how the position of interim CEO was created, the experience necessary to be successful in the role, why a company would consider this position, and tips for hiring an interim CEO. Find out why interim CEOs have become so popular in recent years. View the complete show notes for this episode. Additional Resources: Download a free copy of <span style="font-weight: 4
04/08/2022 • 55 minutes 58 seconds
The Not-for-Sale Marketplace with John Dearing
What’s the not-for-sale marketplace? If you’re in corporate development, why should you consider businesses that aren’t actively for sale? Listen as we fully explore the world of corporate development, specifically how to pursue businesses that aren’t on the market. We’ll also learn the most common mistakes sellers make when they’re approached by a buyer and how sellers of businesses can position themselves in the best light when a potential buyer is courting them. View the complete show notes for this episode. Learn More: Why do companies acquire other businesses? <a href= "https://morganandwestfield.com/knowledge/negotiating-tactic-ho
29/07/2022 • 55 minutes 23 seconds
The Basics of Independent Sponsors with John Koeppel
When selling your company, you are likely to be approached by an independent sponsor who may be interested in acquiring your company. What is an independent sponsor, and how are they different from private equity firms? Is their criteria different from other investors? What should you know about independent investors before you consider selling your business to one? Join us as we fully explore the world of independent sponsors with John Koeppel, an M&A attorney specializing in private equity. View the complete show notes for this episode. Learn More: M&A Reps & Warranties | A Complete Guide <a href= "https://morganandwestfield.com/knowledge/escrow-holdbac
22/07/2022 • 1 hour 2 minutes 42 seconds
Behind the Scenes of Private Equity with Jim Evanger & Brent Paris
How do private equity firms operate, and how do they create value for their investors? What is the role of the general partner and an operating partner? How does a PE fund operate? What do PE firms look for in an investment? What are the multiples for middle-market companies? These are the subjects of this recent Roundtable episode of M&A Talk with Brent Paris, Managing Partner of Dubin Clark, a middle-market PE firm, and Jim Evanger, an operating partner and interim CEO for private equity firms. View the complete show notes for this episode. Additional Resources: Download a free copy of The Co
14/07/2022 • 49 minutes 11 seconds
HR Tech M&A with Jim Holzer
Hiring velocity has doubled in the previous ten years, and the gig economy is expected to double to over half of the workforce by 2029. How are these and other trends affecting HR technology companies and M&A activity in these markets? Join us as we discuss the current state of HR Tech M&A and what the future holds for this industry. View the complete show notes for this episode. Additional Resources: Download a free copy of The Complete Guide to Selling a Business <span style="font-
07/07/2022 • 36 minutes 45 seconds
Lessons Learned from $0 to $441 Million with Gustavo Ruiz Moya
Listen as we take you on a ride from start to finish on a $441 million exit. Gustavo Ruiz Moya was the CEO of SafetyPay and successfully exited on January 31, 2022. We’ll discuss how Gustavo raised the capital to scale the company, important lessons he learned along the way, how he built the team, how the company was valued, how the deal was structured, who advised him along the way, and how he managed the sale and negotiating process. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checklist & Overview <a href= "https://morganandwestfield.com/knowledge/due-diligence-preparation/" target="_blank" rel="noopener"
05/07/2022 • 1 hour 3 minutes 54 seconds
SBA Loans for M&A Transactions with Bruce Marks
If you are buying or selling a business that involves an SBA loan, this show is for you. We spend over 90 minutes discussing the many facets of SBA loans, dispelling many of the most common myths along the way. Learn the differences between SBA and conventional loans, how the value of a business affects the loan, how SBA guarantees work, the requirements for obtaining a loan, how transactions are structured with an SBA loan, and much, much more. Whether you are a buyer or seller, this show will be invaluable to understanding the mechanics of SBA 7(a) loans. View the complete show notes for this episode. Learn More: Why should I get my business pre-qu
30/06/2022 • 1 hour 32 minutes 31 seconds
Cooking the Books with Bill Wiersema
In an M&A transaction, there are deficiencies in the financials 98% of the time. As the seller, the key to preventing problems that can kill your deal is performing sell-side financial due diligence. What is sell-side due diligence, and what is a quality of earnings report? That’s the subject of my recent conversation with Bill Wiersema, an Audit Principal with Miller Cooper specializing in M&A financial due diligence. Bill is the author of four books and a frequent speaker on M&A topics. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checklist & Overview <a href= "https://morganandwestfield.com/knowledge/due-diligence-preparation/" ta
23/06/2022 • 1 hour 16 minutes 24 seconds
Working Capital for M&A Valuations by Gil Ostrick
Listen in as we discuss advanced topics related to valuing businesses in the middle market, including how working capital affects value, why EBITDA isn’t the best metric, why operational experience is important to valuing a company, and more. We take a deep dive into the world of working capital in M&A transactions with the ‘King of Working Capital.’ Learn the components of working capital and how to properly assess each component to value a business accurately. We also discuss important factors to consider when valuing a company, maximizing the value of your business, typical EBITDA multiples, and the relationship between risk and return. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/knowledge/is-there-a-difference-between-an-appraisal-and-a-valuation/" tar
21/06/2022 • 55 minutes 44 seconds
From Bankruptcy to a $441 Million Exit with Greg Knight
In this episode of M&A Talk, we’ll learn how Greg Knight took control of GT Advanced Technologies, moving from bankruptcy to a $441 million exit in five years. Walk along with us during Greg’s entire journey from taking over the company after it emerged from bankruptcy proceedings, to how he created a vision to turn the company around, managed cash flow, scaled the company, and managed all the stakeholders – from the board to the employees to the hedge fund investors. Join us for this turnaround story. View the complete show notes for this episode. Learn More: Reducing Concentrations of Risk Before Selling Your Business <a href= "https://morganandwestf
16/06/2022 • 1 hour 29 minutes 59 seconds
Scaling and Exiting Multiple Tech Companies with Ryan Buckley
In this episode of M&A Talk, we discuss how a serial entrepreneur started and exited multiple tech companies. Ryan Buckley is the former CEO of MightySignal, a mobile app data company based in Lafayette, CA which he sold to AirNow in 2021. Ryan was also the co-founder and CEO of Scripted, a marketplace for content marketers, and is the author of The Parallel Entrepreneur. He is an associate professor at Diablo Valley College where he also sits on the board of the DVC Foundation. View the complete show notes for this episode. Additional Resources: Download a free copy of The Complete Guid
14/06/2022 • 45 minutes 42 seconds
Cross-Border M&A Transactions with Amit Thakur
In this episode of M&A Talk, we’ll take a deep dive into the art and science of cross-border transactions with Amit Thakur, the Managing Partner of Amax Capital, a boutique M&A and capital raising advisory firm in New York. Amit has advised clients on 6 continents. He specializes in situations requiring a deep understanding of the characteristics of complex structures and cross-border transactions. Amit has M&A experience across the globe, including North America, Asia, Africa, and Europe. View the complete show notes for this episode. Additional Resources: Download a free copy of The Complete Guide to Selling a Business
10/06/2022 • 53 minutes 42 seconds
Lessons Learned from a $200 Million+ Exit with Ben Antier
Listen as we go on a journey with Ben Antier, co-founder of Publica, from initially founding Publica to his successful exit several years later. We’ll cover how Ben came up with the idea, how he found his partners, raised money, created his first product, and how he scaled the company. You will learn what he attributes his success to, what challenges he ran into, and how he managed the sale and negotiations. Join us as Ben shares the lessons he learned that you can take to successfully scale your company. View the complete show notes for this episode. Additional Resources: Download a free copy of <span style="font-
10/06/2022 • 42 minutes 50 seconds
Healthcare M&A with Michael Roub
Michael Roub joins us in a discussion focused on the healthcare market. He shares his insights as an executive and strategic consultant with significant corporate development, M&A, operations, and capital raising experience. Michael is Managing Partner and Founder of Inflection 360. He has spent two decades providing strategic direction and leadership to healthcare practices, business owners, and management teams. In this episode, we take a deep dive into the healthcare market, including considerations around acquisitions, looking at synergies, financing sources, and the future of the healthcare M&A market. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete Guide Additional Resources: <u
02/06/2022 • 1 hour 10 minutes 49 seconds
The M&A Integration Playbook with Jonathan Wilson
Listen as we discuss the relationship between change management and integration, the role of the M&A Playbook, what you can do to prepare your business for sale, and how to assess a company’s culture before an acquisition. We discuss change management, ensuring a smooth transition and integration after acquisition, and how the process differs depending on the size and type of business. Learn what an M&A Playbook is and the importance of aligning M&A strategy with corporate strategy. We wrap up discussing how to assess a company’s culture and ensure the transition goes as smoothly as possible. View the com<a href="https://morganandwestfield.com/podcast/ma-integration-
26/05/2022 • 58 minutes 51 seconds
Multi-Unit Business/Franchise M&A with John Berg
Attorney and franchise specialist John Berg joins us to talk about multi-unit businesses and franchises. John guides franchisees and independent business owners through their strategic planning and daily operational issues and he shares his insights with us around financing sources, complex transaction demands, succession and transition planning for owners of multi-unit businesses, and the unique legal aspects of managing a franchise or multi-unit business. We also look at the challenge posed by managing rising labor costs in the multi-unit restaurant industry. If you are involved with a franchise or want to be, then this discussion is for you. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete Guide <
20/05/2022 • 1 hour 12 minutes 41 seconds
Upper Middle-Market M&A with Robert Brighton
Rob Brighton joins us to talk about key considerations for selling your small to medium-sized business. Rob is a corporate transactional attorney, with experience in both building a company and selling it. He discusses key legal considerations when selling a business, corporate and financial structures including recaps, rollovers, and equity, the use of earnouts in M&A transactions, and due diligence. We also discuss the importance of preparing for a sale and understanding the true costs involved in closing the transaction. View the complete show notes for this episode. Learn More: The Role of Attorneys When Selling Your Business Earnouts When Selling or Buying a Business | Complete Guid
12/05/2022 • 38 minutes 48 seconds
IPOs, Private Equity, and Preparing for the Sale with Jay Wright
Join us for a talk with Jay Wright, investment banker and author, as we discuss IPOs, growth equity in the public and private markets, and an overview of how to prepare your company for sale. This wide-ranging conversation with Jay taps into his decades of experience as an investment banker, CFO, CEO, and Chairman of multiple firms. Jay shares his passion and expertise in structuring private placements and creating exits via mergers and acquisitions and open market sales. This is the episode to listen to if you are interested in preparing your business for sale. View the complete show notes for this episode. Learn More: The difference between valuing public and private businesses <a href= "https://morganandwestfield.com/knowledge/ebitda-definition-f
05/05/2022 • 1 hour 10 minutes 48 seconds
The Private Equity Toolkit with Michael Roher
How do private equity firms quickly scale up the companies they acquire? Listen as we talk with private equity specialist Mike Roher about the primary methods private equity groups employ and how you can use these methods to grow your own company and dramatically increase its value. Private equity firms are full-time acquirers of companies and are experts at acquiring, growing, and exiting companies – it’s all they do. In this show, you will learn the primary tricks PE firms use to increase the value of the companies they acquire. View the complete show notes for this episode. Learn More: 18 Differences Between Valuing Public and Private Businesses Additional Resources: <a href=
29/04/2022 • 1 hour 11 minutes 46 seconds
The Hunter vs. The Hunted in M&A with Jim Evanger
What’s it like to be on both sides of the table, as the hunter (the acquirer) and the hunted (the acquired), in an M&A transaction? In this show, we talk with private equity specialist Jim Evanger in a deep dive into the process of selling your company, viewing it from two sides. We cover preparing your company for sale, handling the initial negotiations and the letter of intent, conducting due diligence, the closing process, determining the transaction structure, and managing the integration process – all from the perspective of both the buyer and the seller. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete Guide <a href= "https://morganandwestfield.com/knowledge/why-do-compan
22/04/2022 • 1 hour 30 minutes 43 seconds
M&A Operational Due Diligence with Vadim Tsysin
What is operational due diligence? If you’re selling a company and would like to know how the buyer will conduct due diligence and how to sail through the process with minimal problems, you will find this show helpful. We discuss the purpose of due diligence, how you should prepare, and what happens when issues are uncovered. Vadim Tsysin is a Managing Director with Alvarez & Marsal in Chicago, specializing in pre-investment due diligence, post-deal merger integration services, and M&A advising. View the complete show notes for this episode. Learn More: EBITDA | Definition, Formula & Example – A Complete Guide M&A Reps & Warranties | A Complete Guide <a h
15/04/2022 • 1 hour 11 minutes 50 seconds
Advice From a $5 Billion Company on Selling Your Business with Russell Iorio
Why does a $5 billion company sell some of its business units? What can you learn from them? Russell Iorio was the former Senior VP of Corporate Development at Leggett & Platt, a $5 billion diversified manufacturer with 15 business units in 18 countries. Russell was in charge of deciding whether to divest the companies’ business units. He is an expert at selling businesses since they did this regularly. Join us as we take a deep look at the process of selling a business from a professional’s point of view. View the complete show notes for this episode. Learn More: How successful are most business acquisitions? Strategies fo
08/04/2022 • 1 hour 6 minutes 14 seconds
Mid-Market Integration with Tony Benedict
Approximately half of acquisitions are unsuccessful. Why? A lot has to do with a lack of successful integration. How can acquirers improve their chances of success? Why is there a disconnect between the pre-closing team and the post-closing integration team? Listen as we take a deep dive into M&A integration strategy with Tony Benedict on the perils of post-acquisition integration. View the complete show notes for this episode. Learn More: Why Half of Acquisitions Fail with Mark Sirower Why do companies acquire other businesses? Additional Resources: <a href= "https://morganandwestfield.com/resources/the-comp
31/03/2022 • 55 minutes 51 seconds
Why Half of Acquisitions Fail with Mark Sirower
Mark analyzed 1,200 acquisitions over a 24-year period of time and realized that less than half were successful. Why were only half successful, and what did they have in common? Mark is the co-author of The Synergy Solution and has spent more than two decades helping companies ensure their acquisitions are successful. In this show, we discuss how to measure the success of an acquisition, how accurately the market can predict the success of an acquisition, and what successful acquisitions have in common. View the complete show notes for this episode. Learn More: Why do companies acquire other businesses? The Future of M&A Strategy with Raghav Ranjan <stro
25/03/2022 • 1 hour 10 minutes 5 seconds
Cannabis M&A by Charles Alovisetti
The evolution of the cannabis business is a complex and evolving industry that we discuss with Charles Alovisetti, one of the top cannabis lawyers in the country. Author of The Cannabis Business: Understanding Law, Finance, and Governance in America’s Newest Industry, Charles offers an overview of the industry and shares his insights on the legal challenges involved with M&A transactions in this growing industry. View the complete show notes for this episode. Learn More: M&A Reps & Warranties | A Complete Guide M&A Due Diligence | Checklist & Overview Additional Resources:
18/03/2022 • 42 minutes 24 seconds
How a $2 Billion Strategic Buyer Thinks with Charlie Burckmyer
How do strategic buyers think? Listen as we talk with Charlie Burckmyer, head of M&A at Culligan International, the water company and a $2 billion strategic buyer. We cover the acquisition process, what motivates Culligan to acquire smaller competitors, common mistakes sellers make, and what types of businesses and value drivers strategic buyers find most attractive. If you’re considering selling your company to a strategic acquirer, you’ll find this show packed with helpful tips on the psychology of strategic buyers and what motivates them to pay top dollar for your company. View the complete show notes for this episode. Learn More: M&A as an Attorney, I-Banker, Buyer, and Target with Michael Frankel <a href= "https://morganandwestfield.com/kno
15/03/2022 • 1 hour 9 minutes 35 seconds
Business Exit Strategy Basics with Wendy Dickinson
The majority of business owners don’t plan their exit. Not planning your exit can leave money on the table and decrease the chances of a successful sale. Why don’t most owners plan their exit? What should you take into consideration when planning an exit from your business? What are the common pitfalls of business owners looking to sell? How long does it take to adequately prepare your business for sale? We answer all these questions, and more, during this in-depth interview with Wendy Dickinson, a business coach specializing in helping mid-market business owners with exit planning. Wendy has a background as a therapist, so we also discuss the intersection between life and business, and how entrepreneurs can bridge this gap to ensure their exit meets both goals. We also discuss the psychology of transitions, how you can leave money on the table, and the basics of corporate governance for family businesses. <a href= "https://morganandwestfield.com/podcast/business-exit-strateg
10/03/2022 • 1 hour 2 minutes 51 seconds
Making Acquisitions with Public Equity with Irving Kau
In this episode, we talk with Irving Kau about how public equity is used to acquire companies in the private sector. We discuss why public equity is used to acquire companies, the advantages and disadvantages of doing so, and whether you, as a business owner, should consider accepting public equity as a form of consideration when selling your company. We also discuss the intersection between the private markets, venture capital, private equity, and the public market. We delve into the mechanics of using public equity, both as a buyer and a seller, whether you should consider this strategy, and how this strategy is used by different participants and in different economic environments. View the complete show notes for this episode. Learn More: Why do com
07/03/2022 • 42 minutes 1 second
The Basics of Private Equity with Jeff Hooke
Listen as we take a deep dive into the world of private equity with Jeff Hooke, author of five books on M&A, including his most recent book – The Myth of Private Equity: An Inside Look at Wall Street’s Transformative Investments. Jeff has been the director of a $5 billion private equity firm and an investment banker at Lehman Brothers. In this show, we cover everything you need to know about private equity if you are an entrepreneur and are considering a sale to a private equity firm, including how private equity firms operate and are structured, what investments they prefer to make, and how they acquire companies. View the complete show notes for this episode. Learn More: Business Valuation & Return on Investment (ROI) <a href= "https://morganandwestf
02/03/2022 • 1 hour 10 minutes 51 seconds
What is Growth Equity with Richard Luftig
Join us for a discussion with Richard Luftig about growth equity and its position in the private equity and investment world. We discuss raising equity capital, how growth equity is used and varies from other financing options, and how recent regulatory changes are impacting financing. Listen in as Richard brings over 25 years of experience in private equity and investment banking to our conversation. Richard worked with Credit Suisse First Boston, Ivy Asset Management Corp, and Bear, Stearns & Co. before co-founding Castle Placement, providing investment banking and private equity services for a wide range of companies. View the complete show notes for this episode. Learn More: What’s a ‘Main Street’ vs. a middle-market company? <a href= "https://morganandwestfield.com
02/03/2022 • 39 minutes
M&A Integration with Amira elAdawi
Amira elAdawi joins us to talk about the integration process. She is the founder of Amira & Co., a global management consulting firm that specializes in M&A integrations and organization optimization. Her track record of success spans multiple industries and corporate environments, including hospitality, retail, and consumer products. We talk about what the essence of integration is, how culture impacts integration, the frameworks that can be used to facilitate the process, and what the most difficult areas are with integration. Join us to learn more about the intricacies of the integration process. View the complete show notes for this episode. Additional Resources: Download a free copy of The Complete Guide to Selling a Business <a href= "https:/
01/03/2022 • 1 hour 18 minutes 27 seconds
Lessons Learned from 50 Acquisitions as a Serial Entrepreneur
Listen as we talk to Arturo Henriquez, who has acquired 50 companies in his career as a serial entrepreneur. In this show, we discuss Arturo’s role as both a buyer and a seller and the lessons he has learned from buying over 50 companies across 18 industries. You will also learn how Arturo builds companies so they run themselves. Arturo is a 2-time bestselling author and public speaker. His previous investment banking experience includes roles at Goldman Sachs, Bank of America, Lehman Brothers, and KPMG as managing director of their mergers and acquisitions division where he was involved in over 60 deals. As a professor, he has taught courses in Investment Analysis, Corporate Finance, and Capital Administration at graduate and undergraduate levels. View the complete show notes for this episode. Learn More: <a href= "https://morganandwestfield.com/k
22/02/2022 • 1 hour 24 minutes 38 seconds
Tech M&A with Barr Blanton
In this episode, we discuss tech M&A with Barr Blanton, CEO of Crosslake Technologies, who specializes in technology mergers and acquisitions and advises private equity firms on buying, building, and transforming technology companies. If you own a tech company or invest in technology companies, this show will be of interest to you. View the complete show notes for this episode. Learn More: A Guide to Valuing Tech, Software & Online Businesses Top 5 M&A Value Drivers for Tech & Software Companies How to Sell an Online Business: A Case Study <li
17/02/2022 • 43 minutes 24 seconds
Financial Due Diligence with Helana Robbins Huddleston
In this episode of M&A Talk, we discuss the intricacies of financial due diligence with award-winning CPA Helana Robbins Huddleston, a partner with CohnReznick Advisory with over 20 years of experience. We talk about ways sellers can prepare for a sale, the key areas investors look into when considering a business for investment or acquisition, how you can hasten the sales process, and much more. If you are thinking of selling or buying a business, join us to learn more about this critical area of preparation. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checklist & Overview M&A Due Diligence Preparation <a href= "https://morganandwestfield.co
15/02/2022 • 59 minutes 36 seconds
Reps & Warranties Insurance with T.J. Noonan
We are joined in this episode by insurance expert TJ Noonan, Managing Director of the M&A Transaction Solutions Practice with Hylant. We talk about what reps & warranties insurance is, the role it plays in a transaction from due diligence through closing, what the seller should know about R&W insurance, how involved an insurance company gets in a transaction, benchmarks in the industry, the future of R&W insurance, and much more. No two transactions are the same, but this discussion will give you insights into some of the common areas around insurance for your business. View the complete show notes for this episode. Learn More: Asset vs. Stock Sale M&A Reps & Warranties <a href= "https:
11/02/2022 • 1 hour 7 minutes 26 seconds
The M&A Integration Process with Jeff Muench
Jeff Muench joins us to talk about the intricacies of the M&A integration process. Jeff’s expertise is focused on helping companies overcome challenges with inventive, entrepreneurial, and customer-centric efforts that capture significant market share and lead organizations to places unimagined. In this episode, we discuss what the integration process looks like, how long it takes, what the biggest challenges are, and advice for how the seller can best prepare. Jeff also talks about the integration process that he led as head of M&A Integration at Walmart – a company that is quite familiar with the acquisition process. View the complete show notes for this episode. Additional Resources: Download a free copy of The Complete G
09/02/2022 • 1 hour 9 minutes 47 seconds
Jeff Wald, Founder of WorkMarket, on a $100 Million+ Exit
Jeff Wald joins us to talk extensively about his experience buying and selling companies. Jeff shares his insights into buying versus building a business, learning from your mistakes, how long the process can take, and building a company to sell later for a massive profit. His experience starting and selling his technology companies will give you invaluable insights as he discusses this process and offers advice. Jeff is also the author of two books and is a frequent speaker on the topics of startups and labor issues. View the complete show notes for this episode. Additional Resources: Download a free copy of The Complete Guide to Selling a Business Are you selling a business? Schedule a free con
07/02/2022 • 1 hour 2 minutes 55 seconds
M&A Law by JR Lanis
Listen in as we gain insights into private and public M&A law from one of the countries top M&A attorneys, JR Lanis. JR is a hands-on attorney and he shares his wealth of experience as we discuss raising capital, IPOs, fintech, what to look for in an M&A attorney, and much more. JR has extensive experience in a variety of industries that include technology—with a specific depth of experience in fintech—as well as hospitality, consumer products, and life sciences. Join us to take a deep dive into the world of M&A law. View the complete show notes for this episode. Learn More: The difference between valuing public and private businesses Additional Resources: <a href= "https://morganandwestfield.com/resources/the-complete-
04/02/2022 • 1 hour 3 minutes 32 seconds
M&A as an Attorney, I-Banker, Buyer, and Target with Michael Frankel
In this episode, Michael Frankel joins us to talk about the world of M&A from almost every angle. Michael has experience in M&A as acquirer, lawyer, investment banker, target, and advisor. Join us for two hours of in-depth conversation with Michael ranging across his many roles in the M&A world, including his insights into corporate development as an acquirer, views as an M&A attorney and investment banker, his experiences as a target and CFO, then finally his comments as an informal advisor, speaker, and author of three books and numerous articles on innovation, M&A, and strategic transactions. View the complete show notes for this episode. Learn More: How successful are most business acquisitions? <a href= "https://morganandwestfield.com/knowledge/18-differences-between
02/02/2022 • 2 hours 1 second
The Future of M&A Strategy with Raghav Ranjan
Raghav has 15 years of experience in M&A and corporate strategy for Private Equity, Industrial, and Consumer Business clients. He leads Deloitte’s M&A Strategy and Diligence offering for Energy, Resources, and Industrials. He has worked extensively on acquisition strategy, target screening, commercial & operational due diligence, integration & divestiture planning, and competitive strategy assignments. His deal making experience spans across 25+ countries across North America, Latin America, Europe, Oceania, and South-East Asia. Raghav was recently announced as a winner of the 2021 Emerging Leaders Awards. View the complete show notes for this episode. Learn More: M&A Due Diligence | Checklist &
27/01/2022 • 1 hour 29 minutes 26 seconds
Jon Taylor, Author of Maximize Your Multiple
Jon has over 20 years of merger and acquisition, strategic advisory, and business valuation experience. He has successfully advised clients across a broad range of industries, including government services, aerospace & defense, business services, technology, consumer and industrial products, and metals and mining. Jon has closed over $2 billion in aggregate transaction value in his career. Before founding Stanton Park Capital, Jon served as a Vice President at Moss Adams Capital (MAC), a West Coast-based investment banking firm, and he was a Vice President with Capstone Partners. View the complete show notes for this episode. Learn More: Why Don’t Some Businesses Sell? <a href= "https://morganandwestfield.com/knowledge/the-4-types-of-buyers-of-bu
25/01/2022 • 1 hour 19 minutes 5 seconds
The Acquisition Process with Brian McCabe
Brian is a member of Allied Universal’s global M&A department, focused on identifying global deal strategies and opportunities within the company’s manned guarding, security technology integration, facilities management, and related segments. Brian has provided buy-side and sell-side financial advisory services to strategic and private equity buyers for deals ranging from $50 million to $6 billion in industries including A&D, industrial manufacturing and business services, consumer products, and select technology platforms. Prior to Allied Universal, Brian spent 12.5 years with PwC, the last five as a financial diligence director and leader in the firm’s Private Equity M&A practice based in NYC. View the complete show notes for this episode. Learn More: M&A Guide | The 4 Ty
19/01/2022 • 1 hour 33 minutes 9 seconds
Jonathan Brabrand, Author of the $100 Million Exit
Jonathan Brabrand is author of The $100 Million Exit: Your Roadmap to the Ultimate Payday. He is also a Managing Director of Transact Capital Partners, a boutique M&A advisory firm headquartered in Richmond, Virginia. He has spent over 20 years helping business owners within a wide variety of industries sell their companies to their ideal buyer and achieve the exit outcome they dreamed of. His book, The $100 Million Exit: Your Roadmap to the Ultimate Payday, analyzes large mergers and acquisitions successes and failures to draw practical, actionable advice that company owners can implement to increase the value of their business and be better prepared for an exit. View the complete show notes for this episode. Learn More: Busine
03/01/2022 • 1 hour 7 minutes 47 seconds
M&A Perspective as a Corporate Acquirer and PE Firm by Joan De la Paz Hellmer
Joan De la Paz Hellmer is an experienced finance professional with over a decade of capital markets, M&A, and investment experience. Joan is skilled in all aspects of transactions including thesis-building, sourcing, negotiation, execution, and post-acquisition strategy. He has a strong business development and strategy background with an MBA from the University of Chicago. He was born and raised in Mexico City and currently resides in Philadelphia, Pennsylvania. View the complete show notes for this episode. Learn More: How successful are most business acquisitions? Why do companies acquire other businesses? <l
03/01/2022 • 1 hour 13 minutes 6 seconds
Valuing Public Companies by Luana Helsinger
What is equity research and how do equity researchers value public companies? What should owners of privately held companies know about equity research? Listen as we take a deep dive into the world of equity research and the process equity analysts use to prepare an equity research report. You will learn everything there is to know about the process of equity research and valuing a public company, and how this knowledge will help middle market business owners. We also cover the difference between investment bankers and equity research analysts and the role each plays in M&A transactions. View the complete show notes for this episode. Learn More: The difference between valuing public and private businesses <a href= "https://morganandwes