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DOING BUSINESS WITH INVESTMENT BANKERS
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There are several aspects of doing business with an investment banker that we ll discuss:
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PART TWO The Sale and Financing of a Business
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Identifying the primary investment banking services you require Deciding between hiring an investment banker or a business broker Who should sell your business How to find the right financial adviser The process and time involved to complete a transaction The cost of investment banking services
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Primary Investment Banking Services
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Essentially, investment banks provide two primary services: raising capital and/or advising on corporate finance transactions Specifically, these transactions include private placements of debt and equity, public offerings of debt and equity, mergers and acquisitions, leveraged buyouts, fairness opinions, and providing valuations of businesses and securities While valuations can be a separate and distinct assignment, there is probably no investment banking service that does not require an implicit or explicit valuation to be performed For example, an Initial Public Offering requires a valuation of the company before its shares can be sold to the public; a corporation buying a competitor will make some determination of its value before negotiating a purchase price; a private placement of stock requires a calculation of the current value and estimated future value of the investment, and a fairness opinion requires an estimation of value or value range Valuation analytics, therefore, permeate almost every conceivable investment banking assignment
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Investment Banks vs Business Brokers
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Investment banks typically differ from business brokers in several significant respects First, they usually provide a broader range of services, including raising capital Secondly, investment banks are usually larger and may have more firm-wide resources to devote to a transaction Finally, investment banks
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CHAPTER 12 An Investment Banker s Perspective
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tend to have personnel with specialized knowledge in various areas, such as industry and transactional expertise As a result, investment banks tend to handle larger transactions that may require a higher degree of sophistication
Who Should Sell Your Business
How should you decide whether to hire an investment banker, a business broker, or to sell your business yourself First, the size of a transaction will largely dictate which advisers will be interested in handling a transaction Most investment banks will be reluctant to handle an assignment for a company where the enterprise value is less than $20 million (Enterprise value is defined as the value of a company s interest-bearing debt plus the value of its equity less the amount of cash it has) You may also want a knowledgeable adviser who is familiar with the particulars of your industry, to appropriately value the company Also, you should realize that financial advisory services are highly personal, and that ultimately you are usually paying for the advice and attention of a single individual You should make sure that you are comfortable with that individual s experience and knowledge Some larger investment banking firms are accused of pulling a bait-and-switch regarding advisers, particularly with their smaller clients For example, a more senior adviser might be presented to the prospective client before they sign up, but once the firm is engaged, it s assigned a more junior, less experienced associate to work on the deal You should make sure that the firm is willing to commit the right individual and appropriate resources to your company Remember, your company might well be the most important thing in the world to you, but your adviser may have many other pending assignments, and the larger deal (with the larger fee!) will usually get their attention Often, company owners or managers are tempted not to hire an adviser, and instead will try to execute the prospective transaction themselves Sometimes this approach is employed to preserve confidentiality by limiting the number of parties that know about a transaction, but usually it s a misguided attempt
PART TWO The Sale and Financing of a Business
to save fees And just as often, this is a penny wise, pound foolish approach The best reason to hire an adviser is that time required by the transaction will be a large drain on management s time It is difficult to overestimate the time and resources necessary to properly execute corporate finance transactions It is more than a full-time job, and management already has a full-time job running the company! In fact, by distracting your attention away from the day-to-day operations of the business, you run the risk of impairing the valuation of the company A second compelling reason for not undertaking the assignment yourself is because these transactions are highly specialized and require a level of knowledge and experience that even the most seasoned manager may not have And finally, managers and business owners may be too emotionally attached to their businesses to appropriately negotiate a transaction This is also why lawyers are advised not to handle their own cases and doctors may not treat family members The advice of a dispassionate adviser can be critically valuable to maintaining the proper perspective on a transaction As a result, a competent investment banker should more than compensate for his or her fee not only with the savings in your time, but also in the increased valuation negotiated for your company
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