Purchase Price Negotiation:
A group of four entrepreneurs, who were equal partners in
an engineering-consulting business, approached us to
assist them with the sale of their business. They had
already received a letter of intent, setting out a base
purchase price of $800,000 for the shares of their
business and a potential to earn another $300,000 if the
business met certain performance targets over the
three-year post-closing period.
We examined the business and identified strategies through
which we could convince this purchaser to increase its
offer. This purchaser was a synergistic purchaser and
therefore we set about including not only the intrinsic
value that was not incorporated into their offer, but set
out to incorporate some of the economies of scale that we
predicted the company could achieve. Through several
rounds of negotiations, we convinced the purchaser to
increase their offer to $1,000,000 base plus up to an
additional $400,000 on the basis of the future performance
of the company. Further, we assisted with the economic
structure with the management contracts with three of the
four owners who wanted to stay on as employees of the
company, post-closing, and we successfully negotiated a
buy-out of the fourth owner who was ready to move on a
pursue other opportunities and wished not to participate
in the up-side post-closing potential bonus.
To round-out our holistic service, we recommended legal
council, who was successful in working with the buyers’
council and adequately protected our clients’ rights with
the appropriate mix of representations and warranties
provided by vendor and purchaser, to see the transaction
through to closing.
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