今天早上加入风险投资公司董事总经理John Neis，讨论当前的环境和创业公司。
"埃德·沃德（Ed Ward）如何创造世界'密尔沃基最大的凯尔特节日"您是怎么做到的？由WUWM 89.7
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2020年4月1日
十一月04，2019
红杉资本创始人唐·瓦伦蒂（Don Valentine）去世，享年87岁
Don Valentine is a Silicon Valley legend. Not only was he an innovative investor, he also had the foresight to jump when others hesitated and to understand early on how to coach and encourage young entrepreneurs. 华尔街日报 贡品体现了他的精神。
我们偷了他的想法 "Sequoia Scouts" program. It'对他的才华和领导才能表示敬意。
他与史蒂夫·乔布斯（Steve Jobs）和诺兰·布什内尔（Nolan Bushnell）的关系非常有影响力和形成性。
（如果你'd like to hear Don'用自己的话讲故事 "Something Ventured," a 2011 documentary. Great movie.)
I often find it difficult to find a way to both encourage and assist entrepreneurs and also emphasize the achievement required for success. Don's example has always been both inspirational and directional.
He'll be missed. 或者，正如爱尔兰人所说，"We'我再也看不到他的样子。"
2018年11月21日
爱尔兰巨星成立的故事
Here's Ed Ward's inspiring story of the founding and growth of Irish Fest! A worldwide sensation and a gift to music lovers everywhere. On"How Did You Do That" on WUWM with 凯瑟琳·加拉格尔（Kathleen Gallagher）
八月29，2018
2018年8月21日
准备工作：成功进行私人交易的关键，尤其是在热市场中
对于私有，紧密控股的公司的领导人来说，出售公司是他们一生中的重要事件。 在管理销售过程中，需要考虑几个重要因素，以最大程度地提高结果，避免延误和 交易未能完成，全部集中在整个销售周期的准备上。
In mid-2018 private equity transaction prices are at very high levels. This is good news for well prepared sellers who are able to execute on best practices when selling.
即使在热市场中， 缺乏准备会产生不理想的结果。
使用拍卖过程
丰富的经验突显出人们期望拍卖过程是实现良好结果的最佳过程。 当然，经验丰富的买家有时会说服卖家不要为各种“原因”进行拍卖。 最终结果（无论是否有意）通常是价格低得多，而卖方的经济条件却较差。
在拍卖过程中，卖方-或最有可能是其投资银行家， 将准备一份要约文件（包括一份保密协议），分发给可能感兴趣的买主，征求投标书，从中选出最好的两个或三个进行谈判，并达成可接受且轻松的交易。
If the company is in a market with good fundamental characteristics and is attractive among the companies available for sale, an auction will most probably work well, because the process should attract multiple competitive buyers.
将公司置于这一位置是买方可以做的最重要的一件事情。
这是五个步骤。
I. 开发可比较的销售数据并调整您的产品
It’s important for the seller to be informed about what the current market pricing is for similarly situated companies, and what the components of that price are. A thorough review of comparable market transactions will include an understanding of which specific metrics support the most attractive multiples in the market. (and the more recent the better.) This begins with customer acquisition costs and resulting lifetime value and may include earnings as a percent of sales, revenue growth over time, sustained growth rates, sales per employee and other industry-specific metrics. Investment bankers and industry trade groups are good sources of this kind of information, for instance.
Based on these facts, develop a buyer’s view of your company. If a seller has any concerns here, consider engaging a sell-side quality of earnings analysis. This will help you see your earnings through a seller's point of view.
清理财务报表
If financials are not “clean” this is a great time for sellers to remove extraneous expenses and balance sheet items, such as shareholder loans, non-operating assets, and the like. If possible avoid major adjustments on the P&L. This may mean operating for a year or more prior to a sale offering if the seller needs to remove personal items from company expenses. Buyers will look past these items for an excellent company, especially in a competitive situation, but their presence leads to deeper questions about other potential pitfalls and variances.
根据市场可比产品
Build the sale offering based on this information. This will include the unique story of the company, its growth opportunities and its position in the market as well as its place in the comparables list based on its performance against these industry metrics. Highlight company strengths and opportunities and identify known risks. Proactively explaining risks and mitigation plans and achievements is a highly valued trait of successfully acquired companies.
包括有关您的客户的数据分析
In today’s acquisition environment, one of the biggest differentiators can be the company’s ability to describe customer acquisition cost and lifetime value objectively. Many companies only allocate marketing budgets based on some percent of sales and don’t adequately differentiate between the cost to get a new customer and the much lower cost to retain them and describe their long term profitability. Buyers who see this data will be more comfortable with growth projections that are based on objective data-driven historical facts.
The more attractive the company is on objective, quantifiable basis, the more likely that its offering will be attractive to multiple buyers, shifting leverage in the selling process.
计划可能的条款
建立一系列的价值期望并仔细审查当前情况， 买方可能会建议的可比较条款。 一些重点包括：
税收
Consult your tax advisor at this stage about tax implications of various seller requests, such as asset vs. stock sales, favorable tax treatments available with certain sale structures, and so forth. I’ve seen situations where these tax consequences more than made up for lower overall valuations. We’ve recently participated in a private transaction that was QSBS (Qualified Small Business Stock, a federal program) eligible and was exempt from Federal capital gains tax.
代扣代缴款项：
保留
A sometimes overlooked area is the “holdback,” a portion of the purchase price held in escrow for some agreed to time period. This money is intended to be used to guarantee the accuracy of the seller’s representations and warranties about the business. In a competitive market, and where the purchase prices exceeds $10MM, a seller may consider asking the buyer to purchase insurance to cover this guarantee. It’s expensive (2% to 5% of the holdback, generally) and comes with an underwriting fee in the mid five figures. It also has limits as a percentage of the purchase price (10% in many cases), and may not eliminate the need to hold back a portion of the proceeds as well. However, it helps assure the holdback will be returned as the underwriting requirement brings a lot of objectivity to the holdback negotiation.
大事记
This portion of the purchase price is held in escrow until certain agreed upon milestones are met. This is similar to, though not the same as, an earn out. A milestone payment may be predicated upon a completed future order, the retention of certain customers, or similar objective requirements. Competitive bidding can reduce the size, complexity, timing and quantity of milestone payments.
盈利
An earn out payment is based upon achievement of financial results. An example might be a payment as a percentage of future EBITDA or revenue. Earn outs based on future financial performance that is not in the control of the seller post sale are often contentious and problematic.
卖方备注
由于私募股权交易通常是杠杆交易，因此买方通常会要求卖方成为交易中最次要的贷方。 再者，竞争过程可以减少或消除卖方接受这一过程的需要。 实际上，卖方票据的结构风险通常与具有固定利率的优先股相似，而没有潜在的上行潜力。
股权再投资
If the seller who would own reinvested equity is leaving the company post transaction, and is being asked to take some or all of the proceeds in stock, a clear understanding of the terms of the new equity is essential. If the new owners have the ability to dilute the stock in the future, or in other ways reduce future economic benefit, it is important to seek agreement about how the equity will be redeemed, under what circumstances, and when. Sellers should be fully acquainted with the risks associated with holding equity, as well as with the potential upside.
排他性
要准备的另一个术语是要求谈判排他性。
At some point in a successful sale, buyers may request that sellers sign an exclusivity agreement by agreeing only to negotiate with them until a conclusion or breakup is reached.
There are good reasons for a seller to enter into an exclusivity provision in negotiations. If the seller has seen several offers and has quantitatively-based reason to believe these offers are representative of the market price, is satisfied with the proposed price and terms, and the buyer has demonstrated consistent, documented, trustworthy behavior, a provision to enter into an exclusive negotiating period may reduce burdens on management, speed the transaction and build toward a good relationship. It also potentially reduces information leaks that may be harmful to the company in the event of a busted transaction.
但是，排他期可以在观察绩效时停滞不前，尤其是如果管理人员因流程本身而分散注意力，并且估值讨论已将下一或两个季度的预测结果包括在内。在同一过程中，可以使用披露信息来挤压公司。
认为排他性在特定谈判中有意义的买家可以考虑通过将时间段限制为非常短的时间间隔来限制风险，并要求在每个（每两周一次）时间段重新确认价格和条款。 如果出现任何滑移，请考虑重新与他人进行对话。
(In one case, the seller disclosed the investor's and employee’s eagerness to exit. In addition, the seller’s balance sheet was not strong. The buyer asked for and was given an exclusivity period and direct access to key managers.
The buyer then persuaded the seller and his managers to suspend new sales activity during the course of the negotiation for “market confusion” reasons.
卖方没有顾问可做决策。
不幸的是，该策略效果很好。该公司没有出售的好选择。
员工坚信买主对他们来说是一件大事，显然他们渴望结案。
基于每周出现的各种新问题，勤奋工作持续了几个月。
随着销售下降和现金压力的增加，买方降低了报价，最终公司接受了将销售价格降低50％的选择，以替代现金用尽的方法。 领导人这样做的部分合理性是对收购方光明的财务和职业前景的承诺。 一年后，他起诉他们以不当解雇。）
In retrospect, the right answer here was to develop more alternative buyers and only then, if the original buyer was still favored, to agree to a short, exclusive diligence period. A reference check may have provided information about the aggressiveness of the buyer. It wasn’t done either. Of course, agreeing to full employee access coupled with the “stop selling” decision and lack of good advisors are all mistakes.
二。构造一个有吸引力且可信的替代销售方式。
考虑收集到的事实信息，确定最低可接受的价格和条款。 然后根据无法获得理想交易而制定替代计划。这种想法应包括对销售的更广泛定义，以包括杠杆资本重组和家庭继承计划。
资金需求计划
The ability to continue the business, strong capitalization and an excellent sales force, product development, positive cash flow and marketing plan are substantial components of an alternative scenario. AQ detailed understanding of customer acquisition costs is a central part of this plan. The unfettered ability to simply continue the business, especially when obvious to buyers, is a strong alternative. More cash enhances seller alternatives and diminishes buyer power.
In the case in which a sale is highly desirable, and not all of the above are present, the plans for a good alternative may include the ability to attract short-term investment from current investors, or to extend lines of credit from your bank.
The assumption here is that alternatives come into play when the seller is down to one buyer who may try and create negotiating pressure, or an array of unacceptable terms. Absent a good alternative (especially when it becomes apparent to the buyer), price and terms pressure increase.
（最近，一位买家认为，该公司没有其他选择，因此在此过程后期，价格降低了11小时。 准备充分的卖方介绍了他的替代品，并解释说，它们都比降低价格要好。 买方撤回了他的要约，走了走，三周后又回来了，勉强同意了原始条款。
The seller explained that the alternatives were working pretty well and raised the original, previously agreed to, price. The buyer complained, but complied. This was all based on having that real alternative locked and loaded. The seller had also designated one person - not her - to negotiate with the seller. This layer of separation provided time to continue to grow and manage the business free from transaction distraction. Interestingly, it also increased the buyer’s respect for the business and its management.)
三， 建设勤奋的“房间”
向知识渊博的顾问询问买家可能会要求的信息。 （如果要购买而不是出售，您想知道什么？）使用标准的勤查清单来彻底检查所有可能的信息请求。 请仔细谨慎地准备此信息。
标准披露包括财务事项，以客户为中心的数据分析，知识产权概述，客户销售历史和合同，供应商协议，诉讼历史，雇佣合同，惯例和问题；预算的过去和当前表现；税务事宜；例如，监管问题和保险。
分层显示
Savvy sellers and their advisors can, and usually should, disclose information in layers. Summary data about employees, customers and suppliers can be provided initially, for instance. However, access to detailed information and access, for example, to employees, customers and suppliers shouldn’t come until late in the process. A best practice would be disclosure of sensitive information tied to final buyer commitment.
Sellers need to be cautious about the actions of the buyer related to information they’ve gained in the process. For instance, it’s possible for buyers to influence employees and create divergent incentives in the post sale period. These incentives can potentially cause the employees to create pressure on sales price and terms. Sellers should assure themselves that management incentives are completely aligned with the seller’s goals for the transaction.
(The seller’s company was growing very rapidly. The seller’s budgeted sales growth in the next quarter would be up 20%. Buyers had submitted offers and the leading buyer found out what the next highest bidder’s price was.
然后，买主提出要求，而卖主同意一个专属的谈判期限。
The buyer extended the diligence process till the end of the following quarter and built an acquisition model using the sales growth as the primary factor in the price. When the distraction of the transaction caused sales to slip, the price was reduced by the buyer to just more then the second offer. The company sold for about two-thirds of the original sales price and eventually, post transaction, doubled market share.
管理层从所有权上受到了不同的激励，并“移交给”了买方的观点，从而加快了对较低价格的接受。）
By the time this has happened, it’s probably too late. As previously noted, developing an alternative that aligns management with sellers is an imperative in the selling preparation process.
卖方的目标很重要
Be aware that a substantial portion of diligence is the seller himself. Buyers assess not only negotiating strengths and weaknesses but also personal goals and aspirations. That process can also form the basis of a good working relationship going forward. Sellers who can get comfortable with honest and appropriate self disclosure can be disarming and help achieve a good outcome. Of course, several competitive offers make self disclosure less risky!
签出买家
在尽职调查过程中，卖方应始终要求并检查买方的推荐信。彻底的审查将确保卖方的要约质量和买方的背景。 积极建立牢固关系是好生意必不可少的买家将欢迎采取这些行动的卖家。
IV。向顾问分配角色
These may be Company directors, advisors, investors, attorneys or accountants. This may include reviewing buyer requests, seller decisions, terms and risks. Agree in advance who will need to approve negotiated terms. Plan for short term review requests and meetings.
使用流程提供时间来考虑请求
考虑通知买家 您必须征询您的顾问的建议条款和优惠。 这样，您就可以抽出时间仔细考虑请求。 通过协议与顾问复查步骤而建立的纪律，即使他们没有决策权限，也可以创建一个安全阀来避免仓促做出决策的压力。
V. 选择中介
经验丰富且技术熟练的专业人员通常是卖方可以拥有的最大优势。
This is often an investment banker. Prefer one who is experienced in your industry and if possible who only sells, and whose transaction sizes closely match what is anticipated in this specific transaction. Get a firm commitment in advance about who in the firm will lead the deal.
Expert intermediaries should have very good knowledge of the market and be able to identify buyers and their appetites and risk profiles as well as their typical deal terms. They make money by getting better prices and terms for sellers. One major component of their process is to bring multiple buyers to the table and add their expertise to help balance the relationship between buyer and seller.
检查参考和样式
必须对卖方进行良好的参考检查。
In my experience, the best intermediaries have an orientation to be cooperative, positive, and seek to complete the transaction while single-mindedly seeking a fair, evenhanded transaction.
It’s amazing how often I see advisors who think aggressiveness and tough behavior is the right card to lead with. While this may get deals done, it has the potential to derail a transaction.
结论
The ultimate balance between buyer and seller is to not have to sell and be able to have good, confirmed walk away alternatives. This is usually not an easy position to get to but it pays great rewards to sellers who have the discipline and savvy to achieve it.