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Buying Closely Held Companies

PGI's unique FORMULA FOR SUCCESS identifies target companies.

Introduction

buying a business portland oregonWhen approaching the owner of a closely held company on behalf of our buy-side client PGI has some unique tools to establish respect and credibility.  One of our goals in representing you as a buyer is to achieve the best value for you.  Thus we use our expertise differently  when representing buyers and sellers.

Our years of experience selling companies and our success in presenting business valuation workshops and seminars, sponsored by various banks including US Bank, Bank of America, major law and CPA firms, State Bar Associations for continuing legal education, trade associations and other institutions and organizations has given us the credibility and tools to discuss value with anyone.  See our Seminars here.  This has earned us the distinct privilege to confer with and educate a potential seller what a realistic value should be for their company. This saves a lot of time and quickly establishes the level of motivation a seller may have.

Make Realistic Valuations for our Buy-Side Client

Sellers many times have an inflated opinion as to what their company is worth.  This is where we have a lot of patience in working with sellers as to how to value their own company and then be realistic about their expectations.   Given our reputation and establishment selling companies – we can talk value to anyone.

Approaching the owner of a company that is not on the market requires certain skills to gain a confidence and build a rapport over the phone to where the owner will open up to a confidential conversation.  We have those skills but it must be understood in order to be successful in this process, the ultimate deal must be fair to all.  We spend no time with an owner that says “anything is for sale for the right price.”  Each side should feel the deal will improve their position or it will never get to closing. 

Find the Right Company

After we have targeted a certain field through SIC codes, the geographic area and size of company, PGI has proven methods to generate a high level of responses from the owners of closely held companies.   In many cases we are dealing with someone’s life’s work and respect what it has taken them to get there, the moral obligation the owner feels to his loyal employees and an understanding of the emotions involved in completing a success sale of the company – “selling their baby”

Our search product has proven to be a unique way for a buyer to create a significant amount of activity in identifying closely held companies to acquire.  There are no upfront fees, merely the hard costs to do the search.  We have some proprietary methods we call our “secret sauce,” and depending on the size of the company, have generated a 5% to 23% response from owners of closely held companies.  Our proprietary methods are unique and we are not aware of any other Merger & Acquisition firm that uses anything similar – far different than the typical “we have a buyer for your company” letter. Some quotes from two of our letters of reference best describe our methods:

  • Seller:  "We receive solicitations all the time to "sell our business" and those have all gone directly into the trash; however, you approached us in a manner that induced us to look at your client and opportunity differently.  Without your "special sauce" as you call it, I will guarantee you that your initial solicitation would have gone directly into the trash as well."  J. Bryan O'Doherty, Pinemeadow Group LLC

  • Buyer/Client:  My rationale for using a merger and acquisition advisor to assist me in purchasing a business was the belief that you would speed up the process to less than a year.  That came true, since it took about two months to locate the business and a few more months to complete due diligence and close the transaction.  In the back of my mind I also felt that if you and I were working as a team my purchase price would be less, even considering your fee. I also believe that is true.  Dean Stevenson

Special Purpose Buyer-side Nondisclosure Agreement

Many times a challenge in having a seller move forward is the hurdle of the nondisclosure agreement (“NDA”).  This is because a potential seller if he/she sees a multi page NDA may not be inclined to stand the legal expense to proceed with an unknown buyer.  PGI has had a simple one page but adequate NDA crafted by a regional law firm that has an excellent record of acceptance by potential sellers.  It is also drafted so our buy-side client’s identity in not revealed until the seller has first signed.

Successfully Negotiating the Offer

Uncovering owners who are willing to sell also requires an understanding as to why they responded.   It may be a need for additional capital for expansion which may lead to a partial acquisition where the owner retains an equity position, a management buyout, an owner seeking retirement, the split up of a partnership, or part of a divorce.  PGI has had experience in all of these cases and each kind of situation requires an understanding and empathy in addressing the needs of all parties.  As a result it is keenly important to structure the offer to focus on what will make the transaction mutually beneficial.

PGI Manages the Closing

Managing the closing is a critical part of the process.  It is easy for a transaction to get high-centered, become stalled and die. PGI’s three decades of experience keep the deal moving. We have found that the highest risk of losing a transaction occurs after an offer has been accepted.  This is where PGI has created another proprietary process: the "Roadmap to Closing."  Here we create a team environment instead of an adversarial one (one legal team against the other) and assist in the due diligence, third party consents, UCC filings, real property matters  and legal issues that bring you to a successful and timely closing.  We stay fully involved and maintain an active presence from start to finish.  The Roadmap to Closing process shepherds the deal with weekly updates to a successful closing. 

Assist with Due Diligence

We first create a rapport with the seller so we can ease them into the demanding and time consuming burden of responding to a due diligence check list.  By this point in the process PGI has created the team environment with all parties with our Roadmap to Closing that keeps this process from becoming confrontational and facilitates good communication and keeps the momentum moving forward.  We have found being thorough and probing may uncover unforeseen issues.  These kinds of issues may greatly contribute to measuring the risks of the acquisition. As these kinds of issues arise in the due diligence process we then assist our buy-side client to find a remedy or re-negotiating the sales price.

The Finish Line

A successful closing takes effort from all parties and above all patients.  Once all the definitive agreements have worked through the legal process, third party consents are obtained and all other issues are finalized, our buy-side client owns a new company and it is time to celebrate.

Our market knowledge and established skills at deal-making deliver a proven advantage for buyers.

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