Show Me The Way

Ep. 20 — The General Counsel’s M&A with Chuck Williams pt. 1

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Chuck Williams, former SVP and General Counsel of Performance Contracting Group Inc., to discuss valuable insights into the importance of understanding the buyer's perspective, establishing a clear strategy, considering cultural fit, and managing the transition process effectively in successful acquisitions.
Ep. 20 — The General Counsel’s M&A with Chuck Williams pt. 1
Chuck William’s Legal Journey
Dave asks his guest to discuss his background and early career.
Chuck discusses his past graduating with a liberal arts degree, followed by law school.
After completing law school, he continued on to a boutique law firm with about 15 attorneys that specialized in the construction industry, which he really enjoyed.
He says that after a period of time, he realized he wanted to work in-house rather than as an outside counsel.
More Than Just General Counsel
Dave asks for Chuck to extrapolate on being an in-house counselor, and what else his job entails, knowing that it is much more than what a general counsel typically does.
Chuck discusses how as an outside counsel he felt pigeon-holed into solving a specific problem.
He says after joining the company, he realized being a general counsel extended beyond exclusively legal matters, becoming involved in various business issues, internal corporate matters, and human resource management.
He notes how this allowed him to provide holistic advice and address issues that might have gone unnoticed without a comprehensive understanding of the business.
Chuck says this approach, prioritizing the business's needs over strictly standalone legal considerations, made him a more effective general counsel to arrive at practical, effective, and ethical solutions.
Acquisition Strategies and Template
Dave then pivots and asks Chuck to discuss more about the strategies and considerations he undertook when looking at acquisitions.
Chuck delves into his company's acquisition process, discussing the vision, strategy, and implementation they developed over time.
He says the team created templates tailored to their specific needs and processes, enabling successful acquisitions that contributed to their growth.
Chuck shares his experience of acquiring smaller, local or regional companies, which helped enhance their existing businesses and expand their range of specialties.
After Chuck catches Dave mentioning the importance of matching company cultures, Chuck extrapolates on the importance of a good fit.
Chuck notes that the greatest asset, especially of construction companies, are it’s people.
He continues by discussing the importance of working with the acquisition candidate before initiating the acquisition process to assess cultural compatibility and complementary business opportunities.
He also mentions the benefits of having the owner stay in the business for a year or two to assist with the transition and provide consistent management.
Business Acquisition Process and Team
Dave asks Chuck to fast forward after finding a good candidate to the process of acquiring the business itself.
Chuck notes many of the considerations come down to diligence, communication, and flexibility.
He adds that it’s okay to not finalize the transaction if these considerations reveal issues that can’t be overcome, or if the process reveals that it isn’t the right fit.
Chuck then explains more about their process of due diligence, the acquisition team that was developed, and how they apply their principles to each potential deal.
He continues by going into how critical constant and open communication plays throughout the whole process, from when LOIs are signed, up to and after the closing.
Chuck adds how they would get both the owner and employees involved in the process, and even that company’s customers.
 
For more details and to learn what potential buyers are looking for in your business, be sure to check out part two of the interview with Chuck Williams.
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 19 — The High-End Advisor with Dave Enenbach

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Dave Enenbach, President and CEO of Enenbach & Associates Financial Consultants, Inc., to discuss the ins and outs of wealth management advising for ultra-affluent clientele. They talk through different ways to know whether growing or selling your business is the better option, and the importance of having a plan for when you retire.
Ep. 19 — The High-End Advisor with Dave Enenbach
Introducing Dave Enenbach
Dave asks his guest to discuss his background and early career.
Dave Enenbach discusses his history graduating with a degree in accounting, becoming a CPA and working at a local CPA firm.
He then explains why he switched firms, to a larger firm where he spent the next 20 years of his career.
Dave then describes how the acquisition of that business changed the company culture and his job, and after a few years he left once again.
After leaving one more role, Dave explains how he started his own business and his mindset behind his search for clients.
Dave then asks him to get into the details about his strategy for acquiring and helping clients.
Dave briefly touches on the history of his current industry, how ultra-affluent families needed a full time wealth advisor.
He continues by describing a few of the specific items he helps clients look at in order to best manage their wealth, between donations, owning versus chartering jets, etc.
He adds a lesson that he learned very early was about how increasing market share was inefficient when compared by increasing your customer share.
To Grow a Business or Monetize a Business
Dave asks how he is able to help them grow their business, or whether they are all essentially liquidated and then he helps with the investment portfolio.
He says that he has one client with an ongoing business, noting that two others have had businesses monetized and are entering completely different industries.
Dave continues by explaining how he helps by using the SWOT analysis, which gained popularity in the 1990s.
Dave asks him to share the good and the bad, the difficulties and disappointments, of helping people get their companies ready to sell.
Dave Enenbach starts by saying they would have all benefitted with more planning, and explains how it could have helped them.
He also explains how getting a business valuation to get a certified valuation report can help hone in on areas where your business can improve.
After further extrapolation by Dave, he adds that the counterbalance is figuring out and focusing on the mission of your organization.
Why Certain Business Deals Don’t Close
After further discussion, Dave asks Dave Enenbach about his experience on why certain acquisitions don’t work.
He says because they aren’t the right match or the deal isn’t quite right.
He then talks to the importance of having identified important points in a post-transaction life.
After some back and forth of what some of those deals look like, Dave Enenbach says his first question before the transaction is if they have gathered enough assets to retire the way they want.
Both Dave’s extrapolate on what this might look like, and how if you don’t have the means to retire after selling, then you probably shouldn’t sell the business.
The Impact of Retiring and Business Advice
Dave follows that discussion by asking Dave Enenbach what has been the most exciting part of his job, between aiding with the process of selling a business or going beyond that moment.
Dave Enenbach uses an analogy to describe the excitement behind selling a business, adding that it is a moment that should be celebrated.
He then tells a personal story from when he was very young that imprinted on him the importance of having a plan for your life after you retire.
Dave asks for a few pieces of advice that the listeners can take with them when they think it’s time to sell their business.
He says to begin by making a list of the most important things to you, because that can help you to determine whether you need to control the price or the terms of the agreement.
He then uses another analogy to explain his second point, which is the importance of getting an advisor who can help you look objectively at the situation, and help negotiate the deal.
 
To get in touch with Dave Enenbach, go out to his website: www.enenbachconsulting.com
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 18 — A Two Timer Plumbing M&A with Steve Burbridge

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Steve Burbridge, Owner of Anthony Plumbing, Heating, Cooling & Electric, to discuss the many lessons learned owning and selling multiple businesses, the role that company culture plays in the deal, and many personal details to be wary of throughout the process.
Ep. 18 — A Two Timer Plumbing M&A with Steve Burbridge
Introducing Steve Burbridge
Dave asks Steve to discuss his background and early career.
Steve runs through his background of growing up around Kansas City, and graduating from the University of Kansas with an accounting degree.
He then explains how he ended up owning and running a plumbing business, even though he had an accounting degree.
After prompting from Dave, he runs through how he started at his father’s businesses, and took over after many years of growing it.
He adds that he and a number of other companies started the first publicly traded HVAC company.
He notes that the quickest way to grow the business was through acquisition.
After a manufacturer acquired his business, he stayed on and later had the opportunity purchase his old company back.
Dave continues these words of wisdom by saying that it is better to buy a business than to start one from scratch.
Steve agrees, and explains how when you can add skills that the company doesn’t have, such as marketing, you’re able to help that company grow.
Lessons from Owning Multiple Businesses
Dave asks what he knows now that he wishes he had known with his first businesses.
Steve says he realized he was working too much in the business and not working on the business.
He runs through how his mindset changed, and experiences that helped him prioritize it.
Dave agrees and says that a lot of people experience that same process.
Dave runs through Steve’s expansive educational background, and asks what led Steve to pulling out of his business.
Steve says the best time to sell a business is when you are not compelled to.
He also noted that if the market is doing well, then the multiples will be higher as well.
He explains his mindset behind why he sold his company when he did, including advice from his best practices group, and why he turned down multiple LOIs.
Culture Can Determine the Deal
Dave mentions the differences in the culture and how they can determine a fate of a deal, and asks Steve what of those thoughts were running through his mind.
Steve says yes, and talks about his exposure and handling with certain firms.
He notes that working with a professional to help broker the deal changed everything for him.
He adds that selling the business becomes a fulltime job, and even with the advisor the deal still took nine months.
Steve continues by noting the importance of putting together a team to help you through the process.
Dave says that clearly the first buyers were not the right fit, and asks Steve to reflect on what the right buyer looked like to him.
Steve says that they do respect you more if you have a good broker who can help put the information together.
He notes that if the acquirer is talking about coworkers and customers a lot, that is usually a good sign.
He also adds that he didn’t want to have to teach somebody his industry, and explains how that influenced his decision.
Steve mentions a number of steps he went through to evaluate the potential buyers, ensuring that their culture aligned with his own values.
Deal Fatigue and Other Issues
Dave then goes into issues that may arise through the process, such as deal fatigue, and asks Steve how he dealt with deal fatigue.
Steve begins by talking about how Covid played a role in his deal fatigue.
He notes that with the right professionals, you will still get deal fatigue, but it will not be as bad.
He talks about how Dave was a quarterback calling on other teammates all around the country to help when specific expertise was necessary.
Steve adds how having professionals help negotiate helps because after the deal is signed, you will likely be partners with the other side.
Steve explains how the fees you pay for the professionals to help you broker the deal are well worth every penny.
Steve then runs through additional points where he either got hung up or learned a lesson.
He discusses how, even though LOIs can be non-binding, there are still ramifications that go along with signing one.
He adds that the sale of any business includes trying to minimize the taxes each party has to pay.
Advice for Selling A Business
Dave asks Steve what final points he would want to leave people with.
He says first to get a team of professionals together, brokers, law firms, accounting firm, etc.
He adds to take your time and not be in a hurry, because it is a lengthy process.
 
To reach Steve, email him at sburbridge@anthonyphce.com
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 17 — Financial Flossing with Ross Brannon

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Ross Brannon, Tax-Shelter & Private Equity Consultant at CoastalOne, to tax planning before the sale of a business. They also discuss the spike in sales of dental practices to private equity, and expectations around the sale of your business and moving towards retirement.
Ep. 17 — Financial Flossing with Ross Brannon
Introducing Ross Brannon
Dave asks Ross to discuss his background and early career.
Ross runs through his history playing college football, and how he began his career in real estate.
He says after he got burned out on real estate, Ross explains how he began working at a financial services firm.
He adds that he often worked with dental practice owners.
Dave asks him to go more in depth about doing business with dental clients.
Ross begins by describing two different types of dental practices and their business owners.
He says that over the last 5-6 years, private equity firms have decided to get involved in the dental market.
Succession Planning and Retirement
Dave recalls pieces from Dan Sullivan’s Strategic Coach, and relates it to the dentists that Ross works with.
Ross explains Dan Sullivan’s take on retirement, and expounds on his view of what retirement should look like.
He explains a story that he shared on his podcast, that tells how people regret selling their business, rather than working on growing it.
Dave and Ross dig into their views on retirement, and how you have to be prepared for whatever that next stage in life looks like for you.
Dave says that people’s expectations for succession planning is generally the same, and asks Ross how he walks people through that process.
Ross explains the ‘wealth gap’ and how to figure out if selling the business will be enough to maintain a certain lifestyle.
He adds that many people are close, while others are not able to close that wealth gap.
Financial Planning for Sale of Business
Dave asks what part of the financial planning process Ross is involved in around the sale of businesses.
Ross discusses how private equity will use deal fatigue against people in the process of selling a business.
He adds that there are ways to reduce your tax liability when it comes to the final sale of the business.
Dave asks Ross to share some of the successes of business sales that he has seen and lessons learned.
Ross says that he thinks too many people are selling too early, and explains his reasoning behind it.
Dave and Ross go back and forth on different sales tactics, and how they impact the multiple at which the business might end up selling.
Current Markets and Business Advice
Dave asks to discuss the markets now versus years prior, specifically around dental practice sales.
Ross says that the markets have dramatically shifted over the last few years.
He reiterates his views on not selling too young, and adds that regardless of when you sell, you should be doing tax planning.
After prompting from Dave, Ross explains how long it takes dental practices to sell.
They continue to dig into how finances in businesses and deals around businesses have changed in the rapidly shifting marketplace.
Dave requests for any final pieces of advice from Ross.
Ross says that if you are going to sell your business, make sure you have a good reason and have your second act planned out.
He also stresses, once again, the importance of pre-sale tax planning.
 
To learn more about Ross, call him at 850-566-7999 or www.rossbrannon.com
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 16 — The Attorney Who Became an Investment Banker with Pat Trysla

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Pat Trysla, CEO/Owner of Frontier Investment Banking, to discuss mergers and acquisitions through the lens of an investment banker, predictions about the valuation market in 2023, and tips from an investment banker for those going through a merger or acquisition.
Ep. 16 — The Attorney Who Became an Investment Banker with Pat Trysla
Introducing Pat Trysla, Attorney Turned Investment Banker
Dave asks Pat to share a bit about his background, and shifts to his current role.
Pat briefly talks about his background before discussing what he currently does at Frontier Investment Banking.
After prompting from Dave, Pat talks about how he enjoys putting deals together, and the process of bringing people together through business deals.
He then continues by discussing some of the more difficult parts of negotiating deals, listing off a few examples.
Dave asks Pat to speak about ‘deal fatigue’ and how often he sees this occur.
Pat begins by noting that deal fatigue is very common, especially because selling a business is often an emotional process.
He continues by explaining certain situations where it can become a real problem, and when having expert help can really come in handy.
Through the Lens of an Investment Banker
Dave asks Pat what he sees in mergers and acquisitions now that he would have never seen as an attorney.
Pat explains briefly what he does in his role, and how they drive value in the negotiations.
He then explains the difference in how an investment banker approaches the deal, trying to tell the story of the business.
Pat continues by explaining how they can examine the deals being proposed in the competitive marketing process, and help populate an appropriate pricing model before presenting those to the client.
Dave asks how often people work with investment bankers to get their business ready for sale.
Pat says that the earlier an investment banker gets involved in the process, the higher the chances you will get a better offer.
He then explains part of the process through which they help put together a better story of the value of your business.
Pat continues by talking through the thoughts behind timing the sale, or partial sale, of your business, and why it may not always be when you are ready to retire.
2023 Valuation Predictions
Dave says that he hasn’t seen much of a change in valuations yet, but asks Pat to prognosticate about what 2023 will hold.
Pat talks about the different strengths that can be found in the current marketplace, and why the deals will keep on rolling.
He continues by working through a few anomalies they experienced, but noting that he hopes the course correction of 2023 won’t be too rough.
He explains how different businesses are looked at in different economic conditions, and how rising interest rates, inflation, rising labor and supply chain issues affect valuations.
Pat says that people purchase or sell businesses for different reasons, and notes how these different reasons might play into the larger plan of the business.
Merger and Acquisition Tips From an Investment Banker
Dave asks Pat to share a few points of wisdom for anyone looking to go through a merger or acquisition.
Pat reiterates that starting early and be ready for that process, is point number one.
He continues by saying that you should be cognizant of when and how to buy or sell, understand and be prepared to prove your valuation, and run a competitive marketing process.
He then explains his mindset and reasoning behind those key points.
 
To learn more about Pat or Frontier Investment Banking, visit their website: https://www.frontieribc.com/
 
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 15 — From Employee to President to Advisor with Aggie Cooper

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave continues his discussion with Denise Logan, author of The Seller’s Journey, to discuss her storied journey moving from an employee, to president of a company, to now being a fractional CFO and business advisor. They talk about the struggles of business growth, and some of the successes she had along the way.
Ep. 15 — From Employee to President to Advisor with Aggie Cooper
Introducing Aggie Cooper and Her Background
Dave begins by asking Aggie to share her personal history and how she got to where she is now.
Aggie says her career began in commercial lending at a bank, and then was asked by a company to come be their controller as they looked to sell the business.
Over the course of a decade, she became the president of that company before it selling the business.
After prompting from Dave, Aggie discusses how she views challenges as new opportunities for more experience rather than be worried about the unknown.
Dave notes that through that experience, she helped the company grow from $25MM to $70MM, and asks how she achieved that.
Aggie briefly recounts her experience working with two very different types of entrepreneurs.
Dave leans on this and asks how her definition of ‘entrepreneur’ has changed over the years, if at all.
She says that her definition has evolved as she has gotten more exposure to the entrepreneur world, and describes what this looked like for her.
International Business Growth and Bankruptcy
Dave looks to the next chapters of Aggie’s career, asking her what the next business was.
She discusses a business local to Kansas City that owned multiple companies, and recently opened up a factory in Honduras.
Aggie then recounts her time working with this company, including the shifting dynamics at play in Honduras and Central America, due to a large influx of Iraqis during her time there.
Dave and Aggie continue on to the third company she joined, where she helped take a company out of bankruptcy.
She notes that oftentimes challenges work out, but not always on the path that you initially expected, describing how that company was bought on the courthouse steps.
Dave then asks about her current job, and asks Aggie to describe what her day to day involves.
Aggie says she is currently a fractional CFO at Tarsus for a number of their clients.
She continues by describing what a fractional CFO is, and the myriad of responsibilities it entails.
She says one of her favorite parts of her job is to work with upper or middle management teams to figure out what KPIs they are looking at to make decisions.
Successes and Challenges of Running a Business
Dave asks Aggie about some of the challenges she has had to deal with over the years, as well as some of the successes.
She says how the times she has loved the most over her career are the times when things were really tough, because she is able to confidently lead.
She tells a story from one of those difficult times in her career, and explains how she made her way through that.
Aggie continues by talking about one of her greatest successes that came out of a difficult situation.
She notes that there is a difference between winning and succeeding, noting that her best successes are cards she received from people she worked with over the years.
Dave asks her to dig into the difference between winning and success, and Aggie gives an example.
Dave notes that Aggie has seen many businesses succeed, and asks if mergers and acquisitions have helped those companies grow along the way.
Aggie says she thinks it’s actually the other way around – that you need to help the company be successful in order for them to have a good merger or acquisition.
Advice for Business Owners
Dave wraps up by asking Aggie for a couple of bullet points of advice for the listeners.
She says first the sooner you start improving the company internally, the sooner you start increasing the multiple when you go to sell the business.
The second piece of advice is to be conscious of who you are surrounding yourself with, especially when you are going through an equity event, such as a merger or acquisition.
Aggie says her final piece of advice is to carefully choose who on your internal team you bring into the fold, and finding good outside professionals that have been through mergers or acquisitions before.
Dave asks Aggie what is next for her and her career.
Aggie discusses her continued work at Tarsus CFO Services.
She also mentions her role on the board of Avila University, and changes she is helping to implement.
 
To find out more about Tarsus CFO, visit their website, or reach out via email acooper@tarsuscfo.com
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 14 — The Sellers Journey with Denise Logan pt. 2

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave continues his discussion with Denise Logan, author of The Seller’s Journey, to discuss the emotional journey of selling a business, the ‘Oh My’ syndrome, and what really kills business deals.
Ep. 14 — The Sellers Journey with Denise Logan pt. 2
The Emotional Journey of Selling a Business
Dave continues their conversation from the previous episode by discussing an analogy he uses in his book comparing the Oregon Trail to the journey business sellers go on.
He concludes by saying the goal is to guide people on the journey while helping them deal with their fears they will face along that journey.
Denise stresses the importance of normalizing discussing emotions, fears, and issues that keep business owners up throughout the course of the selling process.
She and Dave discuss how and why business owners get shameful or defensive when deal teams begin asking questions about their business.
Dave draws upon a deal he previously assisted with, asking whether it’s the male ego that causes people to react a certain way.
Denise says it’s not sex-based, but rather emotional-based, as the selling a business is a very emotional transition, but often is only recognized for the transaction.
Denise gives an analogy of selling your house and purchasing a new one, and adds that selling a business isn’t always seen as a transition.
As she describes her emotional experience of selling her law firm, Dave adds that people are either running to something or from something, and it’s always better to be running to something.
Denise says that even if you are running towards something, there is still an emotional transition.
The OMY Syndrome
Denise describes how owners say they can hang on for “One More Year,” which she calls the “O MY” Syndrome.
This, according to her, means there is an underlying emotional element that the business owner is unprepared to address.
Dave then discusses what he is expecting in the upcoming year with the business buying market, and asks how Denise would deal with business owners that feel they missed the period of high valuations.
Denise gives an example to help people remember how the emotional side of dealing with transition can show up throughout the process.
What Kills Business Deals
Denise continues the chain of thought, explaining the five ways that fear shows up: fight, flight, freeze, fawn, or submit.
She describes how each might look, and that everyone has their own that they lean into during stressful or fearful times.
She stresses the importance for each member of the deal team to share those with others on the deal team, so they know when to pause the content to add some context.
Denise explains why time does not kill deals, but rather it is unprocessed emotions that kill deals.
She refers back to her days as a mental health professional, and explains some of the existential elements that can churn up fear, and how to handle them.
 
To learn more about Denise Logan, visit her website https://deniselogan.com/ or check out her book The Seller’s Journey.
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 13 — The Sellers Journey with Denise Logan pt. 1

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Denise Logan, author of The Seller’s Journey, to discuss the journey of selling a business, what work provides other than financial stability, and why she works on a fixed amount rather than a success fee.
Ep. 13 — The Sellers Journey with Denise Logan pt. 1
Introducing Denise Logan and Her Journey
Dave begins by asking Denise to discuss her history, finding similarities between their upbringings.
Denise discusses multiple moves she has had throughout her life, and what those moves are associated with.
She adds that initially she worked as a mental health professional, helping those with work and financial disorders, and the study of thanatology.
She says eventually she became a lawyer and built a law practice, and after almost 15 years of practicing law, she merged with a larger law firm.
After some time off to travel, she joined a friend’s business that had been poised to sell on three separate occasions, but was unable to do so.
Denise said this experience inspired her to research and study why business owners get stuck in the selling process, and how best to help them with the emotional side of selling your business.
In her book, she talks about how when we focus on work, money, and meaning, we leave a much better legacy than if we focus on only one.
Denise continues her line of thinking by describing how she came to helping business owners in the process of selling their business.
Denise talks about how she knew she needed to sell her business long before she actually sold it.
After working with consultants, she realized that many of them are not truly listening to the desires of the business owner.
She then tells the story of one of her previous clients and why he struggled emotionally to sell his business.
What Work Provides You Other Than Money
Denise says that there are a lot more things a job provides to someone other than money and financial security.
Denise then asks Dave for 15 examples of what work provides for him, other than money and financial security.
After Dave answers, Denise discusses other answers she commonly hears including intellectual stimulation and friendship, and deeper emotions such as power.
She notes that there are often a lot of other people that will be affected by the selling of a business.
Denise says that business owners have not created a plan for what they are going to do after the sale of their business.
She adds that business owners need to think about where those other needs that are being fulfilled by work, will be met, and uses Tom Brady as an example.
Dave follows this chain of thinking, noting that many people ascribe their worth to their business, and rather than retiring, people need to learn how to rewire.
This leads Denise into another story of a previous client who wanted to change the terms of the agreement last minute, and then went into hiding.
She discusses her process of getting into the weeds with that business owner, and finding the true root of the problem.
Success Fees vs. Fixed Amount Payments
After Dave asks if she got a success fee from that deal, Denise discusses her pay structure.
She says she doesn’t work on success fees, but rather on a fixed amount because she doesn’t want the business owner to think that is distorting her priorities.
She also notes that she doesn’t work on an hourly basis because that might cause the business owner any more undue stress by them thinking her help will cost them another hour.
Denise says this also allows her to move seamlessly between the deal teams, really focusing on the emotional piece of the transition.
She draws parallels between the transition between selling a business and when parents become empty nesters.
Dave agrees, saying that with business owners there are both carbon-based children, and a legal-based children.
 
To learn more about Denise Logan, visit her website https://deniselogan.com/ or check out her book The Seller’s Journey.
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 12 — The Personal Trainer for Your Business Exit with JT Kraai

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with JT Kraai from Exit Strategies 360, to discuss the personal process of selling a business, whether to retire after selling your business, and maintaining realistic expectations throughout the process.
Ep. 12 — The Personal Trainer for Your Business Exit with JT Kraai
Introducing JT Kraai and Exit Strategies 360
Dave begins by explaining why he asked JT to join him on the show, and then asks JT to introduce himself and give a little bit of background.
JT discusses his background, including multiple moves around the Western U.S.
He notes that regardless of where he is living, he is able to help coach clients through their business exit strategies.
He then explains why he began his company over 20 years ago.
Dave asks what his general business model looks like in helping people go through the process of selling their business.
JT begins by stating that he goes in without an agenda, but rather wants to educate and prepare people for what the process to sell a business is going to hold.
After prompting from Dave, JT goes into detail about his process with clients, including asking questions about reasoning, timing, etc.
He says that many times people come in without knowing what to ask, which he helps by walking them through the process of selling a business.
The Personal Process of Selling a Business
Dave asks how long it takes for him to complete this part of the process with a client.
JT says it’s fully dependent on the business owner and what steps they have already taken.
He then explains how some come in with all of the numbers ready to go, while others he helps gather the necessary info in order to properly value their business.
He mentions some variables that can drive certain styles of business sale, any other key factors that make a business unsellable until they are cleaned up.
Following further questions from Dave, JT says that he focuses on companies that are worth between $5 million to $100 million.
JT says that sales of businesses can take many different forms from partnership buyouts, to kids or key employees purchasing it, dissolutions, going to market, selling to competitors, etc.
Dave says this is why he calls JT a personal business trainer, because he helps guide people to get their business to the next level so they can engage in a succession plan that works for them.
JT agrees that it is very hands on, and that selling a business is a very emotional thing with lots of forethought put into it.
He discusses how different the timelines are depending on where people are at, as well as different deal structures that can help people get more money in their pocket through the sale of their business.
Dave asks JT for intriguing stories, either good or bad, that he has seen over his years of helping sell businesses.
JT first recalls a horror story about a client that ended up causing the deal to fall through.
He then discusses some things that he considers huge successes when helping people sell business.
He also mentions a phone call he got after helping someone sell their business and enter retirement.
Selling a Business and Retiring or Not
Dave follows this line of thinking about retirement and asks JT if he does any coaching for clients around what comes after selling their business.
JT says he does do a little bit of coaching, and then mentions another strategy that is becoming more and more common that he calls a “half step” towards retirement.
He discusses what this looks like and how it can help people transition, which Dave agrees with and responds to.
He then dives into the importance of managing the company culture during the transition phase.
Dave asks JT for his top key lessons for someone who is thinking about selling their business.
JT says that if he’s talking about clients, his biggest lesson is to ask the uncomfortable questions, and explains why.
He then continues by explaining how important it is to really know the numbers, and how it can end up with more money in your pocket.
Realistic Expectations of Selling a Business
Continuing along the same line of thinking, Dave questions JT how long people should expect between an LOI and sale of a business.
He notes that while many people say 90 days or less, it is often 4-5 months.
JT adds that if someone just walks in the door and needs help getting all the pieces together, to expect the whole process to take anywhere between 10-14 months.
Dave asks how JT deals with existing professionals that a company has been working with for years.
JT explains how he begins by asking questions, and when he pushes back on their answers versus when he lets them continue on unhindered.
He then mentions when he will recommend to bring in outside professionals.
 
To get a hold of JT Kraai he says to contact him via email, LinkedIn, or his website.
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.

Ep. 11 — How a Business Evaluator Values Businesses with Stephen York

Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with Stephen York, Exec VP of Stern Brothers Valuation Advisors, to discuss how businesses are valued, advice for people looking to buy or sell a business, and pontifications for the 2023 financial year.
Ep. 11 — How a Business Evaluator Values Businesses with Stephen York
Introducing Stephen York, Exec. VP at Stern Brothers Valuation Advisors
Dave asks Stephen to introduce himself and give a bit of the background, all the way back to the UK.
Stephen begins by noting that while he was born in Britain, he was raised in Kansas City.
He discusses his career starting at PWC, to being Controller for a publicly traded company, and then after the acquisition of that company began working for Sears in Chicago.
He talks about his time as Chief Accounting Officer of Sears, and what that job entailed.
From those experiences, he said he looks for jobs with companies that were looking to be acquired or acquiring other companies.
After deciding he could do more good assisting clients in the area of company valuation, Stephen says he joined Stern Brothers.
How a Business is Valued
Dave talks about his interactions asking clients what they think their business is worth, and then asks Stephen when people selling a business should contact a valuation advisor.
Stephen says business owners should become familiar with the standards and procedures evaluating their company, but often are caught up in the day-to-day of running their business.
This, he continues, leads to inconsistent accounting, which may lead to issues when due diligence teams give the company a valuation.
He notes that their job is to clean up financial statements so that any potential buyer will respect the financial statements, and have a good idea of what to expect if they were to buy the company.
Dave flips the question around and asks Stephen how he handles valuation when working with someone wanting to purchase a business.
He says their number one charge is to determine how long it will take for an investor to get their money back.
Stephen says they look at quality of earnings, sometimes alongside an outside CPA, examining tax exposure, weigh potential risks, discounted cash flows, etc.
He says lastly his team will examine different deal structures, and then discusses old deal structures that are coming back into favor again.
Buyer vs. Seller Business Valuations
Dave then asks what the work looks like when doing valuations for a lender.
Stephen says this typically involves three types of reports: valuation of stock or debt being sold, financial fairness opinion, or a solvency opinion.
He also discusses what each one of these reports look like, going into depth on the solvency opinion.
He adds that a lenders love tangible assets, but intangible assets such as IP also need to be valued and taken into consideration.
Dave questions what the client engagement timeframe looks like from a seller side versus buyer side.
Stephen says the seller side is usually about six months.
From the buyer side, he talks about how the due diligence process has changed, as it is mostly online now, which speeds the process up to 90-120 days.
Dave then asks Stephen about any interesting stories from business valuations that he has experienced over the years.
Stephen recalls a story from 2005 about raising funds from multiple investor rounds, noting how the company increased in value and cash flow over the following years.
The same company, he says, years later went through another investor fundraising round, ultimately increasing cashflow after again.
He says the owner lost control of the company over the course of those fundraises, but became incredibly wealthy even though he was no longer owner of the company.
He leads this conversation into how the best thing sellers can sell is future growth of a company, and why this is.
Advice and Projections for 2023 Financial Year
Dave asks Stephen about what attorneys do right or wrong when working with a business evaluator.
Stephen says the best thing to do is listen more to a business evaluator, rather than asking for what price they want the business to be valued at.
He adds that there is no email or note he can hide from a subpoena, unless invoking his own attorney, which results in skyrocketing costs.
He discusses how the economy also affects the perceived value of a business.
Dave pontificates about 2023 and asks Stephen what he predicts this new year will hold for mergers and acquisitions.
Stephen clues in on a few things such as the tax cuts and jobs act of 2017 will expire at the end of 2025, and discusses the ramifications of this.
He continues, noting that the baby boomer generation is dying off, and along with that comes very large transfers of wealth in the form of privately held investments.
He concludes that valuation multiples are down, and explains using some quick math to explain what this looks like today.
Dave follows this line of thinking by asking how inflation has changed valuations over the last year and a half.
Stephen says that inflation isn’t the primary driver, but rather the struggling supply chain.
He also describes the importance of environmental, social, and governance controls (ESG) in the purchasing decisions of buyers.
He continues by drawing conclusions of the swinging pendulum of the American economy, and how expectations of volatility play into valuations of businesses.
To conclude, Dave asks Stephen to give a few pieces of advice for someone interested in transitioning their business.
He begins by saying to hire an outside expert to review your financial statements and administration policies, and clean them up before going to sell.
He also says to consider how you title assets of the company, especially if you are leasing equipment.
He concludes by saying to not wait until you’re forced to sell, as that will drive down the price.
 
To get in contact with Stephen search for Stern Brothers Valuation Advisors, or email him at york@sternvb.com
 
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
 
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.