An Innovative Approach to Business Brokerage and M&A Fees

Working with a business broker or M&A advisor can significantly enhance your results when selling your business. At our firm, we recognize the distinct needs of each client and offer an innovative alternative to the conventional business broker fee structure. In addition to the traditional full-service commission or success-fee model, Jackim Woods & Co provides clients with the option to engage us as consultants and pay on an hourly basis, offering a more personalized approach tailored to your requirements.

Our innovative hourly billing option allows you to access our expert services as needed, ensuring you only pay for the specific assistance you need, resulting in significant cost savings. Regardless of the fee model chosen, we are committed to providing exceptional services and outcomes aligned with your unique objectives.

Deciding Between Fee Structures

Success-Fee Basis

PROS:

1. Aligned Interests: Our fee is contingent upon the successful sale, aligning our interests with yours and motivating us to get the highest price for you.
2. Minimal Upfront Costs: With only a small retainer upfront, you can minimize initial expenses.
3. Confidence in Broker’s Ability: Our willingness to work on a success-fee basis reflects our confidence our ability to sell your business.
4. Risk Mitigation: If the deal falls through, you incur no financial obligation other than the initial retainer, thereby reducing your financial risk.

CONS:

1. Higher Overall Cost: The success fee, a percentage of the sale price, will usually result in higher costs compared to hourly billing.
2. Focus on Larger Deals: Brokers may prioritize larger deals due to their compensation being tied to deal size.
3. Possible Rush to Close: There’s a risk of prioritizing closing the deal over negotiating optimal terms for you.

Hourly Basis

PROS:

1. Cost Control: Hourly billing offers predictability and manageability, especially for smaller transactions or prolonged processes, ensuring you pay only for the services you need.
2. Flexibility: You can tailor our services to your needs, from brief consultations to having us run a comprehensive sell-side process for you.
3. Objective Advice: Our fee structure ensures impartial advice focused on your best interests rather than simply closing the deal.
4. Transparency: Transparent billing simplifies expense tracking and comprehension.

CONS:

1. Upfront and Ongoing Costs: The hourly fee is due whether the deal closes or not, so the cost to you may be higher than the initial retainer under the success fee based approach.
2. Less Incentive to Close Quickly: Because we are solely focused on providing you with impartial, objective advice, it could potentially prolonging the process.

Case Study

Recently, we assisted the owner of a medium-sized court reporting firm in California. With a business valued at $1M, she sought our expertise in navigating a sale. She had already been approached by several buyers, so she just needed our help determining what her firm was worth, analyzing each buyer’s offer, providing assistance in negotiations and counterproposals, and help responding to the buyer’s due diligence requests.  Since she didn’t need us to run a full sell-side process, the consulting model was ideal for her.  Typically, brokers charge an 8-10% success fee, translating to $80,000 in this case. Opting for our hourly consulting model, she saved a substantial amount. With 40 hours of consulting time spent, including valuation, negotiation, and due diligence assistance, her total fee amounted to $15,800, saving her $64,200 compared to the traditional business broker commission model.

Conclusion

Recognizing the uniqueness of each client’s needs, we offer both traditional commission and consulting fee models. Whether engaged using a success-fee arrangement or hourly billing, our commitment remains steadfast to providing top-tier service tailored to your objectives.

About the Author and Jackim Woods & Co

Rich Jackim is an attorney, investment banker, and entrepreneur. For the last 25 years, Rich has been providing boutique investment banking services to small and middle-market companies in over 30 industries.

In addition to running a successful M&A advisory firm, Rich founded a successful training and certification company called the Exit Planning Institute, which he sold to a private family office in 2012.

Rich is also the author of the critically acclaimed book, The $10 Trillion Dollar Opportunity: Designing Successful Exit Strategies for Middle Market Businesses.  It became an Amazon best-seller in the business consulting category the year it was published.

If you own a business and are interested in exploring your options, I would welcome an opportunity to speak with you. There is no cost or obligation to you and all discussions are completely confidential.

Feel free to contact me at 224-513-5142 or rjackim@jackimwoods.com.

How To Guide to Selling Your Court Reporting Firm for Top Dollar

I’m pleased to announce that I just published a free 17-page guide to Selling your Court Reporting Firm for Top Dollar.  This comprehensive guide provides a lot of useful information as you begin to think about selling your court reporting firm, so I thought it would be helpful to provide an outline of the topics covered.

The Ultimate Guide to Selling Your Court Reporting Firm for Top Dollar

Introduction

• Overview of the complexities and rewards of selling a court reporting firm.
• Importance of understanding the sale process and strategizing your exit for a profitable transition.

Understanding the Value of Your Court Reporting Firm

• Critical first step: Determine your firm’s fair market value.
• Unique and valuable aspects of your business in the marketplace.
• Importance of working with an experienced business broker in the court reporting sector.

Key Non-Financial Factors Affecting Firm Value

1. Client Base:
   • A diverse and loyal client base as a primary asset and value driver.
2. Contractors/Reporters:
   • The significance of the experience and tenure of court reporters or contractors.
3. Technology:
   • Adoption of cutting-edge technologies as a value enhancer.
4. Administrative Staff:
   • The expertise and experience of administrative staff in maintaining service quality.

Valuation Rules of Thumb

• The role of EBITDA and SDE in business valuation.
• Importance of accounting for unique value drivers and detractors for accurate valuation.

The Sales Process

• Steps and timeline for selling a court reporting firm.
• Importance of preparation for a smooth and successful sale.

Preparing Your Firm for Sale

• Financial statement organization and operational process documentation.
• Emphasizing the necessity of up-to-date accounting and efficient operational processes.

Marketing Your Court Reporting Firm

• The need for creating a compelling offering package and contacting potential buyers.
• Utilizing digital marketing and leveraging the expertise of business brokers.

The Role of Professional Advisors

• Advantages of working with a business broker specialized in court reporting firms.
• Mitigating risks such as low-ball offers, due diligence failures, and distractions during the sales process.

Navigating Negotiations

• Understanding buyer motivations and maintaining flexibility.
• The importance of negotiating with multiple buyers simultaneously to secure the best deal.

Choosing the Right Buyer

• Balancing financial offers with cultural and operational fit.
• Evaluating different types of buyers: big box firms, regional firms, and individual entrepreneurs.

The Closing Process

• Steps involved in closing the sale, including due diligence and finalizing financial terms.
• The significance of definitive legal documents at closing.

Embracing the Future Post-Sale

• The emotional and practical aspects of life after selling your business.
• Opportunities for new ventures and personal growth.

Conclusion

• Summarizing the journey of selling a court reporting firm.
• Encouragement to contact a professional advisor for guidance and valuation.

Download Your Copy Here

Download your free copy of this useful white paper here.

About the Author and Jackim Woods & Co.

Rich Jackim is an attorney, investment banker, and entrepreneur. For the last 25 years, Rich has been providing boutique investment banking services to small and middle-market companies in the court reporting and litigation support sector.

In addition to running a successful M&A advisory firm, Rich founded a successful training and certification company called the Exit Planning Institute, which he sold to a private family office in 2012.

Rich is also the author of the critically acclaimed book, The $10 Trillion Dollar Opportunity: Designing Successful Exit Strategies for Middle Market Businesses.  It became an Amazon best-seller in the business consulting category the year it was published.

Jackim Woods & Co offers skilled mergers and acquisitions advisory services to court reporting firms, digital reporting and videography firms, court reporting schools, eDiscovery companies, and legal contract staffing companies in both sell-side and buy-side transactions. Jackim Woods & Co has arranged over 100 successful transactions, ranging in value from less than one million to more than eighty million dollars.

If you own an court reporting firm or litigation support company and are interested in exploring your options, I would welcome an opportunity to speak with you. There is no cost or obligation to you and all discussions are completely confidential.

Feel free to contact me at 224-513-5142 or rjackim@jackimwoods.com.

Acquisitions in the Education and Edtech Sectors in 2024

The following is a summary of mergers and acquisitions transactions in the education and edtech sectors in 2024.  We will update this post every two weeks as we work with more clients and learn of other deals in the sector.

The education and edtech sectors have been off to a slow start in 2024.  This is following a significant drop in valuations in 2022 and 2023 as edtech companies no longer benefited from the COVID boost in 2022, and many were no longer profitable in 2023.

For many in the industry, 2023 was a tumultuous year. Numerous deals were close to closing but fell apart during due diligence. Interest rates continued to rise, inducing anxiety around the cost of borrowing and requiring buyers to require a higher overall return on their investment, which depressed valuations.

At the same time, investors had to rethink their investment criteria due to a rash of bad decisions they made during the frenzy of the COVID pandemic.  Since then, most Edtech investors opted to take a much more cautious and conservative approach after making investments at inflated valuations in 2020 and 2021 that might have made sense during COVID, but now appear ridiculous in hindsight. Post-COVID, entire segments of the education sector have been shaken up – from the increased regulation on for-profit Title IV colleges and regulations that effectively put OPM providers “on life support” to concerns about the implications surrounding the expiration of ESSER funds and the effect that will have on preK-12 education.

As a result, valuations for small, medium, and large edtech companies are back to their pre-COVID levels and are still significantly higher than valuations for traditional businesses. The average small and medium-sized edtech company is valued at 2x to 3x trailing twelve-month annual recurring revenue.

Acquisitions in the Education and Edtech Sectors in 2024

Below is a summary of the mergers and acquisition transactions in the education and edtech sectors so far in 2024.  This is by no means an exhaustive list as many smaller transactions are never announced.  This list only represents the deals we have learned about through our network or that we have been directly involved in.  I’ll do my best to update the list every two weeks.

In November,

H.I.G. Capital and Thoma Bravo signed a definitive agreement to acquire CompTIA Brand and Products. CompTIA is the world’s largest and most well known information technology (IT) certification and training organization focused on promoting industry growth and skills development across the global IT ecosystem and its millions of professionals.

In October,

EQT AB, a Swedish investment firm, acquired international schools operator, Nord Anglia Education, for $14.5 billion, making it one of the largest Education deals in since the pandemic. Nord Anglia Education operates over 80 schools in 33 countries and educates more than 85,000 students a year.

ILAC Education Group acquired the US-based UniApplyNow, a university admission platform, to strengthen its North American higher education platform customer base. The terms were not disclosed.

Trainocate, an IT education company, acquired EnterOne, an advanced technology training and services provider, to expand Trainocate’s global presence.

Boathouse Capital’s portfolio company, Guidewell Education, acquired College Matchpoint to expand college admissions support for students nationwide.

OffSec, a US-based cybersecurity training provider, was acquired by Leeds Equity Partners.

In September,

Novakid, a provider of online English language lessons for K-12 students, acquired Lingumi, a U.K.-based English learning app.

The online university, Western Governors University, acquired Craft Education, an education technology company that specializes in apprenticeship programs.

Savvas Learning Company, K-12 learning solutions provider, acquired Pointful Education, a provider of online career and technical education courses.

A Swiss media-centric investment firm, CosmoBlue Media, acquired Macademia, a gamified education provider for children.

TouchMath, a US-based K12 math education provider, has acquired Classworks, a K12 math EdTech firm, to expand its product offerings.

In August,

Roper Technologies agreed to acquire Transact Campus, a higher ed payment and ID company, for $1.5 billion.

IT company Climb Global Solutions acquired Douglas Stewart Software & Services, an SaaS solutions company focused on education, for $20.3 million.

In July,

Neuberger Berman, a U.S. asset manager, is close to acquiring a minority stake in Nord Anglia Education, an international network of schools. Insiders report that the Neuberger Berman will invest $15 billion in the deal.  That would be the largest K-12 deal in years.

IXL Learning, the company that owns Rosetta Stone and Dictionary.com, acquired Carson Dellosa Education, a teaching supplies publisher. The amount was not disclosed.

Instructure, the public company that makes the Canvas learning management system that is used by many schools and colleges, will be taken private by the large private equity group, KKR in a transaction worth $4.8 billion. That’s the single largest edtech deal in years.  At the same time, Instructure acquired student records management platform Scribbles.

School safety software company Raptor Technologies acquired payments and ticketing provider PayK12.

Intelvio, a healthcare education company backed by Eden Capital, acquired the Professional Crisis Management Association (PCMA). PCMA is a crisis management training and certification company based in Sunrise, Florida. The acquisition enhances Intelvio’s existing behavioral health offerings and expands the Company’s overall healthcare training platform.

Edwin Group, the UK’s largest provider of supply teachers, what we in the U.S. call “substitute teachers” was acquired by Quad Partners, a U.S.  based private equity firm, highlighting the potential growth of solutions to address global teacher shortages.

The animation studio Hobbes was acquired by Duolingo, the very popular language learning app.  No terms were disclosed.

The Indian edtech giant Byju filed for bankruptcy protection.  The company will likely sell off its operating divisions and edtech products.  This flood of deals on the market is likely to depress valuation of edtech companies for the next 12 months.

EdPower, a LMS provider in the U.S. was acquired by Prometric, a US-based testing and assessment provider.  The terms were not disclosed.

Genius Teacher, an Indian EdTech that provides content for primary school teachers was acquired by Schoolnet, a US K12 management system.

In June,

The College of Court Reporting, an Indiana-based nationally accredited, degree-granting court reporting college was acquired by a strategic buyer that owns and operates several other vocational colleges.  Jackim Woods represented the seller and arranged the transaction.

Instructure, (NYSE: INST) a Utah-based learning management software company, acquired Scribbles Software, a North Carolina-based company that provides software solutions for K-12 school districts, to bolster it’s K12 offering. The terms of the transaction were not disclosed.

TicTac Group, a Swedish company providing e-learning solutions, acquired Skillhabit, a Swedish AI-driven learning platform.

PepTalkHer, a New York-based coaching platform, acquired Mettacool, a Wisconsin-based E-learning and coaching platform.  The terms of the transaction were not disclosed.

Raptor Technologies, a Texas-based provider of school safety software, acquired PAYK12, an Indiana-based cloud-based education finance management company.

Children’s publisher Scholastic acquired 9 Story Media Group, which produces children’s content for $182 million.

Digital curriculum company Imagine Learning has acquired CueThink, a platform that uses artificial intelligence tools to improve students’ critical thinking in math instruction.

While not an acquisition, there is an interesting update on Byju.  Investment giant Prosus says that wrote off its $2.1 billion investment in Byju’s stating they now believe its 9.6% investment in the company is worthless.  This will certainly have a chilling effect on valuations in the edtech sector.

ClearCompany, a provider of human capital management software, owned by Gemspring Capital, acquired Brainier Solutions Inc. (“Brainier”), a leading provider of innovative learning management software for corporate clients. The terms of the deal were not disclosed.

In May,

PowerSchool, a K-12 software company, announced that it may go private in a $6 billion deal with Bain Capital, according to press reports. The deal is pending.  We will update the details once the deal is finalized. This is likely to be the largest edtech deal to date.

Follett School Solutions acquired MasterLibrary, maker of a facility management platform. The terms were not disclosed. MasterLibrary allows districts to manage facility scheduling, work orders, fees, rentals, and reservations, as well as access, edit, and customize floor plan drawings.

Class Over, a K-12 online course provider, is being merged with Battery Future Acquisition in a $135 million deal.

Domoscio, a French adaptive learning platform, was acquired by Rise Up, a French active learning platform, to expand its offerings in the space.

Tustawi, a digital education platform in Kenya, was purchased by Castnet Learning, an online education platform. This acquisition will allow Castnet to expand its service offerings to Kenya.

95 Percent Group, a literacy curriculum provider in the US, acquired Sortegories, a language learning app for K12 students. This acquisition will expand 95 Percent Group’s digital offerings for language learning.

In April,

Basis Vectors Capital, a private equity firm focused on vertical SaaS, acquired Cadient Talent, a talent acquisition solutions provider in the hourly hiring sector , to expand their portfolio of SaaS solutions and to expand Cadient’s growth. The terms were not disclosed.

Follet School Solutions acquired MasterLibrary, a K-12 solutions provider. The amount was not disclosed.

Wonderschool acquired ChildcareMatters, a substitute teacher staffing platform. The amount was not disclosed.

LEORON Institute, a corporate training EdTech company, acquired UAE-based XpertLearning, the leading professional training and development provider in the Middle East, to expand their market expansion in the region.

The tech training and development solutions provider, GenSpark, acquired ProGrad, an Indian end-to-end sourcing, screening, and training solutions provider, to broaden their service offerings in the APAC and Indian markets.

Kangarootime, a childcare management software provider for early education centers, acquired Clay, an AI-powered lesson planner. The terms were not disclosed.

Keystone Partners, a career transition and outplacement services provider, acquired CEC, which offers certification and training for coaching careers. The amount wasn’t disclosed.

Viking Mergers & Acquisitions, a business brokerage firm, acquired Sea School, a maritime licensing and education provider.

CareerArc, a hiring and recruiting company, acquired Lumina, a leading SaaS platform for generating visual job postings at scale. The amount wasn’t disclosed.

The content curation platform, Wakelet, acquired Bulb, a digital portfolio provider used primarily by teachers and job applicants, for an undisclosed amount.

IXL Learning, creator of adaptive online learning systems, as well as the owner of Rosetta Stone, acquired Dictionary.com for an undisclosed amount.

Wonderschool, a startup that provides software and support to help individuals and local governments spin up childcare businesses, has acquired EarlyDay, which operates an early childhood educator marketplace. The terms of the transaction were not disclosed.

In March,

the children’s publisher Scholastic acquired 9 Story Media, a children’s content producer and distributor, for a reported $186 million.

StraighterLine, an online course provider, acquired ProSolutions Training, an early childhood education training provider, for an undisclosed amount.

The online learning platform Skillshare completed its acquisition of Superpeer. The acquisition will expand Skillshare’s on-demand course offerings. The terms of the deal were not disclosed.

Accenture acquired Udacity, one of the pioneers of large-scale online courses. The terms of the deal were not disclosed, but it was announced at the same time Accenture announced a $1 billion investment to create a new learning platform focused on AI, called LearnVantage.  Accenture reportedly paid only $80 million for Udacity, which back in 2012 had raised over $300 million in venture capital investments.

Leeds Equity Partners acquired TouchMath, a K-8 math curriculum provider.

The U.S.-based language learning solutions provider, Wayside Publishing, , acquired Nualang, which develops tools for world language classrooms. The transaction details were not disclosed.

Kido International, an international daycare and preschool design, technology and learning company, acquired Amelio Early Education, a preschool and daycare operator. The amount was not disclosed, but is estimated to be north of $7.5 million.

Ellucian acquired EduNav, an academic planning and student success tool platform, for an undisclosed amount.

HMH acquired Writable, which provides a K-12 writing assessment and practice solution.

In February,

Communications and attendance software provider SchoolStatus acquired SchoolNow, a 25-year-old company that offers K-12 districts a website, app, and social media management platform.

Cognia, a forward thinking nonprofit organization laser-focused on improving educational opportunities for all learners, has agreed to purchase CenterPoint Education Solutions, a nonprofit organization that specializes in building cohesive education systems consisting of high-quality curriculum, aligned assessments, and expert professional learning.

CentralReach, publisher of autism software for special education teachers and caregivers, purchased New Jersey-based social and emotional learning software provider SILAS.

Podium Education, a career accelerator platform that partners with colleges to offer for-credit learning experiences to help students gain in-demand skills and work experience as part of their degree, acquired Untapped, a career opportunities software company, for an undisclosed amount.

Savvas, a K-12 solutions company, acquired Outlier.org, which offers online dual credit courses. The amount was not disclosed.

The National Association for Community College Entrepreneurship acquired SkillPointe, a skill-based career platform, for an undisclosed amount.

Avenue Growth Partners acquired a minority stake in BridgeCare, an infrastructure platform for early childhood education, for $10 million.

Google acquired Edlyft, an AI tutoring platform, for an undisclosed amount.

In January,

Oliver Solutions, a digital training platform, acquired Spiffy for an undisclosed amount.

Instructure Holdings, Inc. (Instructure) (NYSE: INST), the leading learning ecosystem and maker of Canvas, announced today it has completed the acquisition of Parchment, the world’s largest credential management platform and network.

Avathon Capital acquired Magical Beginnings, a network of early childhood learning centers in Massachusetts, for an undisclosed amount.

Google acquired Edlyft AI Tutor, an AI-powered STEM upskilling platform that seeks to make computer science education more accessible, especially for Black students.

Quantum5, an automotive training platform acquired Trivie, an AI-powered provider of a workforce engagement platform that personalizes learning content.

Avathon Capital, a private equity firm, acquired Magical Beginnings Learning Centers, a Massachusetts-based network of early childhood education centers.

ETS, the language testing company that runs TOEFL, acquired PSI, a U.S.-based language testing company. The amount was not disclosed.

Follet School Solutions, a K-12 edtech company, acquired Livingtree, a platform for fundraising management, for an undisclosed amount.

PowerSchool acquired Allovue, a K-12 financial planning, budgeting and analytics software provider, for an undisclosed amount.

Intelvio, a healthcare education company backed by Eden Capital, acquired Classward, an online provider of continuing education for aspiring and current EMS professionals. Classward’s EMS content complements Intelvio’s growing platform focused on solving healthcare employee shortages across the US.

Upgrad Education announced that it is in negotiations to acquire Udacity.  It also stated that it intends to raise $100 million, a large part of which will be used to finance the purchase, according to media reports.

We will update this post every two weeks as we learn about other transactions and close more deals in the education sector.

Read our previous article for information about mergers and acquisitions deals in the education sector in 2003 or our previous article about mergers and acquisitions deals in the education and edtech sectors that closed in 2002.

About the Author and Jackim Woods & Co.

Rich Jackim is an education industry investment banker, education industry entrepreneur, and former mergers and acquisitions attorney.

For the last 25 years, Rich has been providing boutique investment banking services to middle-market companies in the education sector.

Rich also founded a successful training and certification company called the Exit Planning Institute, which he sold to a private equity group in 2012.

Rich is also the author of the critically acclaimed book, The $10 Trillion Dollar Opportunity: Designing Successful Exit Strategies for Middle Market Businesses.

Jackim Woods & Co offers skilled mergers and acquisitions advisory services to privately owned schools, colleges, and EdTech companies in both sell-side and buy-side transactions. Jackim Woods & Co has arranged over 100 successful transactions, ranging from less than one million to more than eighty million dollars in value.

If you own an education-related business and are interested in exploring your options, I would welcome an opportunity to speak with you. Feel free to contact me at 224-513-5142 or rjackim@jackimwoods.com.

The Evolving Impact of COVID-19 on Business Sales and M&A Activity

The rapidly evolving impact of the COVID-19 virus is being felt everywhere—in the healthcare system, employment, politics, and the economy. This is certainly a time of uncertainty in our lives and businesses.  The closest thing I can compare it to is the tremendous uncertainty everyone felt in October 2008 as the financial crisis was unfolding.

Then, like now, business owners are seeing the values of their business plummet. Smaller businesses are naturally more vulnerable in an economic downturn, but everyone is affected in one way or another.  Strategic and financial buyers, sellers, business owners, and M&A advisors are all paying attention right now and trying to understand how this will impact them, and how they can mitigate the negative consequences.

Reflecting on the financial crisis of 2008-2009, however, helped me identify a few things that are likely as we deal with the impact of COVID-19  on the M&A market and business sales.

Like in 2008 and 2009, M&A activity will most likely contract significantly in the near future as the volatility in the stock market will likely put the M&A market on hold. For deals in the early stages, there will be a lot of anxiety on the part of sellers and a lot of caution on the part of buyers.  As a result, we expect that many buyers and sellers will press the pause button to wait and see how the situation unfolds over the next few months.

But there are a lot of indicators that when the COVID-19 scare is behind us, the M&A market will rebound with gusto.  Right now, strategic buyers and private equity groups are flush with capital. Not only are PE firms ‘open for business’ but many of them are accelerating efforts to close in-process deals, and even to scale future investing activities.

“I’m bullish on the outlook for M&A activity in the medium and long term once the financial markets adjust to the ‘new normal’. There is an unprecedented amount of capital that needs to be deployed, interest rates are at record lows, and the federal government’s stimulus package should make borrowing even easier.  At the same time, the record high valuations that we’ve seen over the last year or two are likely to decrease, which will make financing acquisitions less risky and fuel a strong increase in M&A activity.”

Richard Jackim, Managing Partner, Jackim Woods & Co.

If you are a business owner thinking about selling, what does all this mean to you?  First and foremost, it’s important to remember that while the next few months may be painful, the fundamental value of your business is likely still intact. There is no doubt that if you were waiting for the market to peak before you sell you missed the window.  But that doesn’t mean your business is unsaleable or that it has no value.  The value is still there because buyers buy companies for the future cash flow that business will generate.  That means buyers take a long-term perspective.  If your business is fundamentally sound, it is very likely that its value will rebound once the economy returns to the new normal.

Many of the business owners I’ve spoken to in the last few weeks believe that the current market conditions will scare away buyers. It is true that undercapitalized buyers will sit on the sidelines and wait for the dust to settle, but stronger financial and strategic buyers will recognize the short-term nature of the crisis and see this as a good opportunity to buy a good business at a lower multiple of EBITDA than last year.

If you’re thinking of selling your business it’s important to work with someone who understands the dynamics and changing motivations of sellers and buyers to advise you during these uncertain times.  Below are our recommendations for business owners to take over the next 2-3 months if you are thinking about selling in the next few years.

• Focus on Exit Planning (talk with us about our formal process that can use this time to help you and your business get prepared for sale)
• Get an evaluation of your business (so you understand how much your business is worth)
• Understand what you can do to improve the value of your business and make it more attractive to potential buyers
• Talk to your financial advisor to understand how much you need to retire
• Work with an M&A advisor or business broker to begin putting together a data room and formal marketing materials so you can hit the ground running when the market recovers.

Our team is comprised of experienced investment bankers and M&A professionals who literally wrote the book on exit planning.  We helped over three dozen companies between 2008 and 2010 help get ready for sale and then sold them for top dollar when the market recovered.  We will provide you with a value-focused, hands-on approach to help you and your business develop a strategic exit plan that allows you to exit your business on your terms and for its highest possible value.

If you are interested in selling in the next three years and would like to talk to a licensed business broker and M&A professional about how this crisis affects your options, please feel free to contact Rich Jackim for a FREE, confidential conversation at rjackim@jackimwood.com or at (224) 513-5142.

Selecting the Right Valuation Expert for Your Case

Selecting the right valuation or damages expert can make or break your case. Knowing how to pick the right expert is key to obtaining a successful outcome.

Choosing the right expert for a litigation matter goes beyond just checking that the person has the right credentials to act as an expert on financial damages. It is equally important that the expert can connect with the judge or jury, and educate them about how the available data and other information supports your client’s position.

Know What Skills Your Expert Witness Must Have

Expert witnesses are often referred from one attorney to another, however, when you need an expert with a very specific skill set, like expertise in business valuation and mergers and acquisitions issues related to buying and selling private companies, clients and law firms do research to identify potential experts.

When picking an expert witness it is critical that you and your attorney know exactly what skills you want your expert witness to have.  Richard Jackim, the Managing Partner at Jackim Woods & co, is a former mergers & acquisitions attorney and an experienced investment banker who has been involved in over 75 mergers and acquisitions in over 20 different industries, has performed over 290 business valuations, and has represented both buyers and sellers.  Jackim earned his law degree with honors from Cornell University Law School and his Master of Business Administration with honors from the Kellogg Graduate School of Management at Northwestern University.  Rich also developed and taught the Certified Exit Planning Advisor program offered through the Booth School of Business at the University of Chicago.  A copy of his expert witness curriculum vitae is available here.

Communication Skills Are Key

In addition to the right credentials, an effective expert witness must be able to communicate in a clear, concise, and articulate manner.  He must come across as knowledgeable, accessible and self-assured, but not condescending. The ability to build rapport with the judge and jury is essential; and when both sides present a strong, technically sound case, a jury often favors the side whose expert was able to communicate the issues more clearly or convincingly. To that end, we offer clients and their attorney’s a free, one-hour initial assessment of their claims so they can determine if our approach and communication style meets their needs.

Richard Jackim is a personable and knowledgeable expert and has a unique ability to present complicated issues in a clear and concise manner that connects with judges and juries.

Credibility Is A Must

An expert must also be polished and unflappable in the face of tough, sometimes seemingly stupid questions from opposing counsel. An expert witness must be able to answer questions about his background and experience to withstand a Daubert challenge. It’s critical for the attorney to have an upfront conversation with the expert to ensure they are of good character; have worked for both plaintiff and defendant; learned of any positions they may have taken that are adverse to the position taken in this case, whether through testimony or through publications of an article; and whether they have been Dauberted.

Richard Jackim’s top-tier academic credentials, plus his 30 years of business experience including practicing mergers & acquisitions law, and leadership positions at several leading investment banking firms, provides him with unique qualifications as an expert witness.  His opinions are based on market realities and actual transactions, not just financial theories.  As a result, he can speak to industry best practices and what is “market”.

An Expert’s Experience Wins Cases

It’s also important that you select an expert witness who has experience testifying in a courtroom or providing deposition testimony.  This experience enables them to have a clear understanding of the moving parts of a case, gives them an advantage by being able to understand how litigation and depositions work, allows them to anticipate the kinds of questions opposing counsel might ask, and helps you and your attorney understand the key weaknesses in the opposing expert’s presentation.

Jackim has consulted on over thirty-two different litigation matters, testified in six depositions, and provided expert witness testimony in two trials.  His experience as an industry expert and as an expert witness helped the parties settle thirty matters without going to trial. On the two matters that did go to trial, Jackim’s clients won both matters on the merits, with the judge stating in one case that Jackim’s testimony was clear and convincing and could not be refuted by the opposing expert witness.

Areas of Expertise

• Business Valuations
• Financial Damages (lost revenues & profits)
• Purchase Price Allocation
• Valuation of Personal Goodwill
• Earnout Disputes
• Lender or Creditor Disputes
• Shareholder Disputes
• Divorce
• Buyer & Seller Disputes
• Phantom equity and other employee incentive plans
• ESOP disputes
• Business broker & investment banker fee disputes

Engage An Expert Witness as Early as Possible

For these reasons, we encourage clients and their attorneys to contact us as early as possible. Early collaboration provides us with an opportunity to help you and your attorney to discuss strategy. Ideally, we would be engaged early enough to assist in formulating requests for discovery. As a well-versed damages expert, Jackim knows what information is needed to ensure a thorough and supportable analysis. In addition, engaging us early in the process allows time to think through the issues and help you and your attorney develop the most cost-effective strategy to present your case.

In the event we find we cannot support your position based on the information provided, knowing this early on can give you time to either revise your strategy or find a different expert. Remember, unlike attorneys who are advocates for their clients, your expert witness should be a neutral, third party whose opinion is objective and unbiased.  Jackim has built an impeccable reputation by providing clients with honest, objective, advice based on the available facts and his years of industry experience.

As an experienced damages expert, Jackim is familiar with recent case law in the subject area, as well as the best business practices in mergers and acquisitions and business brokerage firms. He knows his role and can be the deciding factor in your case if you choose to use his knowledge, experience, and credentials.  For a free initial consultation, please contact Richard Jackim at rjackim@jackimwoods.com or at 224-513-5142.

Survey Shows 8 Ways Investment Bankers Create Value for Sellers

Some business owners may balk at the idea of of paying an investment banker to help them sell their companies. But a recent survey of owners who have been through the process shows that sellers believe that their investment bankers added tremendous value in the process.

Jackim Woods & Co surveyed 25 business owners who sold their businesses with the help of an investment banker for between $2 million and $50 million between 2008 and 2016. One-hundred percent of those surveyed said they did not regret hiring an investment banker and over 70% said they added “significant” value in the process.

The 8 Functions of an Investment Banker

The survey also explored what aspects of the investment banker’s role were most helpful from the seller’s point of view by asking to rank the following eight functions from most to least important.

1. Managing the M&A Process

Investment bankers are usually the quarterbacks for the sales process. They are the ones who are responsible for creating a competitive transaction process, coordinating all of the different aspects of the transaction, working with the seller’s other advisors, and keeping the transaction moving toward a closing.

2. Coaching and Educating the Owner

The vast majority of business owners have never sold a company before. Experienced investment bankers, on the other hand, have managed hundreds of transactions and can share that that experience with their clients. This is particularly important when it comes to determining the value of the client’s company, and what is market based with respect to seller financing, reps & warranties and due diligence.

3. Identifying and Contacting Buyers

Investment bankers supplement the business owners’ knowledge of their markets and potential buyers by tapping into their professional contacts and networks, buyer databases, and expertise to identify and connect with interested buyers.

4. Negotiating the Deal

Investment bankers typically advise the seller on negotiating positions and take the lead in negotiating the purchase price and terms and other major considerations in the transaction.

5. Enhancing the Seller’s Credibility

Engaging an experienced investment banker demonstrates to buyers that the seller is committed to closing a transaction and that since there is professional representation, there is a greater likelihood of a successful closing.

6. Preparing and Positioning the Company for Sale

Sellers are rarely prepared for the huge amount of information buyers will ask for when considering an acquisition. Experienced investment bankers can help business owners get prepared by helping to create detailed financial models and projections, offering materials, data rooms, and management presentations to make the information sharing as seamless and easy as possible, while maintaining confidentiality at the same time.

7. Structuring the Transaction

Transactions can involve various forms of consideration, such as cash, equity, seller notes, earnouts, and other forms of contingent consideration. Investment bankers can structure each transaction specifically to address the needs and desires of both sellers and buyers, thus providing creative solutions for potentially conflicting transaction objectives.

8. Enabling Owners to Focus on Running their Business

The M&A process typically last for 6-9 months and can be very distracting if a business owner is trying to run his or her company and sell it at the same time. By taking over the sales process, investment banks enable business owners to focus on operating the business rather than managing the transaction process.  This is essential because a dip in earnings or margins during the sales process could cost the seller hundreds of thousands of dollars in purchase price when the deal closes.

As one former Jackim Woods & Co. client noted, “Unless you have substantial M&A experience, a broad network of buyers, and a lot of free time, you should work with with a good investment banker. You may be able to get the deal done on your own, but you will probably invest a lot of time in the process, leave a lot of money on the table and end up with a higher-risk transaction in terms of seller financing, reps & warranties, and indemnifications.”

If you are thinking of selling your business or would like to explore your options, please give Rich Jackim a call at 224-513-5142.