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Mergers
& Acquisitions
UBA was
established to provide M&A services for our
members’ clients.
Not only is this a valuable service for them, it
is another source of revenue for our member firms.
UBA is
prepared to assist you and your client with any size
M&A transaction.
We have experienced people who have participated
in many M&A transactions.
We will act as your “back office” for this
type of transaction.
We are
pricing this service very competitively – 20% less
than what business brokers charge for their services.
Suggested fees are:
$0
- $500K
12%
$501K
- $1MM
10%
$1MM -
$2MM 8%
$2MM -
$5MM 6%
$5MM +
4%
You, as
a participating CPA (either buyer side or seller side)
will receive 25% of the total fee.
In
addition to participating in the M&A fees, your firm
will bill your client for all the accounting services
associated with the transaction.
For us
to have a successful transaction it is essential that we
have legitimate buyers and sellers.
If
you are representing the seller, we encourage you to
have a frank and candid conversation with your client to
determine if he/she is a “serious” seller. Just as sellers don’t want “tire kickers” wasting their
time, qualified buyers don’t want to waste their time
negotiating an unrealistic overpriced transaction.
Therefore,
if you are representing the seller, we strongly
encourage you to do a business valuation for your
client. This
may be the only fee that is generated.
It will also let the client know what a realistic
asking price should be.
We
now offer the best valuation software on the market to
assist you with the valuation process.
If you would rather have another firm perform
this task we can provide names of the firms that have
valuation experience.
We believe that in order to
properly represent your client in the sale of his/her
business and/or the arrangement of debt and/or equity,
certain procedures must be followed, as outlined below:
- Assemble the necessary financial and other operating
information on the Company from UBA’s Due
Diligence Checklist.
- Review due diligence and make necessary on-site visits
to the Company in order to verify projections,
operations, and other relevant information.
- Prepare a Confidential Private Placement Memorandum
(Offering Memorandum) which describes the
transaction and the business in detail, including a
description of the Company’s history, products and
services offered, customer base, supply base,
marketing strategy, operations, management
background, facilities and an analysis of the
historical and projected financial results.
- Assemble a list of potential strategic and financial
companies suitable to the Company to complete the
transaction with the Company.
- On a discreet and confidential basis, with the consent
of the Company, solicit potential parties’
interest. UBA
will contact the parties pre-approved by the Company
via a “no name” description of the Company.
This will be followed-up with direct contact
to access each party’s level of interest.
- Monitor the execution of Confidentiality Agreements
for those potential buyers wishing to review the
Offering Memorandum.
- Distribute the Offering Memorandum to each approved
prospective party after a Confidentiality Agreement
is executed.
- Coordinate site visits for interested parties.
- Solicit, on a best effort basis, competitive offers
from the parties.
- Assist the Company in analyzing and comparing
expressions of interest.
- Negotiate, in conjunction with the Company’s
executives and counsel, the terms and conditions of
a potential transaction.
- Work with the Management and the Company’s legal
counsel in negotiating the legal documentation to
close the transaction.
In
undertaking this endeavor and providing the level of
professional service that you and your client demand, we
will require that your client execute an engagement
letter which give United Business Alliance the exclusive
right to such a client.
Under this arrangement, we will require a
retainer to cover our initial costs of marketing the
entity.
In the
absence of an exclusive arrangement with the client, we
will continue to list businesses for sale by placing
them on our website.
This will only be done after a fee agreement has
been negotiated with the client.
However, to be listed on our website, each client
will be charged a monthly retainer based upon the value
of the entity as follows:
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Valuation
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Monthly
Retainer
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Up
to $500K
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$250
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$500K
- $999K
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$350
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$1MM
- $2.49MM
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$500
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$2.5MM
- $5MM
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$750
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Over
$5MM
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$1,000
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Companies
listed for sale on our website prior to April 1, 2002
will be excluded from this fee structure.
We
look forward to continuing to provide you with the
highest level of professional services.
Should you have any questions or comments, please
call us at 972-503-1400.
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