DAVID GRAU SR., JD, is the founder and president of FP Transitions, the preeminent consulting firm known as much for building sustainable businesses as selling or merging them at the end of a career. FP Transitions has valued over 8,000 financial services or advisory practices and businesses, and consulted on over 1,500 completed third-party transactions. Grau Sr. previously authored the bestselling Succession Planning for Financial Advisors: Building an Enduring Business, also published by Wiley. He has written 90 nationally published articles, white papers, and manuals on complex succession strategies, equity management, business continuity, income-perpetuation plans, and mergers and acquisitions. Grau Sr. was named one of the most influential people in the profession in an industry survey by Financial Planning magazine and is a nationally recognized expert on succession planning and business- perpetuation strategies in the financial services industry.

Foreword xi

Preface xv

For Sellers xv

For Buyers xvi

Acknowledgments xix

Chapter 1 The Basics You Need to Know 1

Avoiding the Critical Mistakes 1

Valuation: The Great Debate 4

Assessing What You Have Built (or Are Acquiring) 6

Who is Selling? Transition Strategies by Ownership Level 11

Overcoming Attrition: Public Enemy No. 1 14

What is Being Sold? 17

Organizing the Marketplace 20

Exit Plans versus Succession Plans versus Continuity Plans 23

The Planning Continuum 28

Chapter 2 Value and Valuation Fundamentals 31

An Overview 31

What Creates Value? 33

Standards of Value 35

Valuation Approaches and Methods 38

The Rule of Thumb Method of Valuation 46

Application of Standards and Approaches 48

Making Sense of It All 51

Who is Qualified? (to Offer an Opinion of Value) 53

Valuations for Bank Financing 54

Chapter 3 Solving Valuation 57

The Blue Book Standard 57

Lessons Learned 58

A Value Calculation 60

How It Works 61

Recurring versus Nonrecurring Revenue 65

Assessing Transition Risk 66

Measuring Cash Flow Quality 68

Fixing the Fracture Lines 69

The Profitability Issue 71

Chapter 4 Building and Preserving Value toward the End of Your Career 75

1. Get a Position Fix 77

2. Focus on the “M” in M&A 78

3. Obtain a Formal, Third-Party Valuation 79

4. Understand the Impact of Terms and Taxes on Value 80

5. Consider Alternative Strategies: Sell and Stay Opportunities 81

6. Study Reliable Benchmarking Data 84

7. Create a Plan and a Definitive Timeline 85

8. Have a Backup Plan 86

9. Sell on the Way Up! 87

10. Focus on You 88

Chapter 5 Preparing to Sell 91

What’s Your Plan? 92

Finding the Very Best Match 95

When to Sell: Timing That Final Step 98

In a Nutshell: How to Sell Your Book, Practice, or Business 101

The Listing Process 107

Making a Quick Decision to Sell 112

When Selling Isn’t Selling 113

Ten Things Buyers Will Want to Know 115

Handling Key Employees during the Selling/Listing Process 116

Letting Go 118

Chapter 6 The Buyer’s Perspective 119

A New Direction 119

If at First You Don’t Succeed . . . 121

Build a Base for Acquisition 122

What Sellers Will Want to Know 124

Understanding the Audition Process 126

Are You a Buyer or a Prospect? 133

Nontraditional Acquisition Strategies 134

Chapter 7 Deal Structuring: Payment Terms, Taxes, and Financing 143

Seller Financing 144

The Shared-Risk/Shared-Reward Concept 145

Performance-Based Promissory Notes 147

Earn-Out Arrangements 148

Revenue Sharing or Fee Splitting Arrangements 151

Earnest-Money Deposits 152

Down Payments 153

Basic Tax Strategies 154

Installment Sales 156

Asset-Based Sales/Acquisitions 157

Stock-Based Sales/Acquisitions 161

Bank Financing 164

The Mechanics of the Process 166

Blending Seller and Bank Financing Together 169

Acceleration Options 170

Working Capital Loans 171

Chapter 8 Due Diligence and Documentation 175

Conducting Due Diligence 176

Assembling and Managing Your Team 181

Advocacy versus Nonadvocacy Approach 183

Documenting the Transaction 184

Chapter 9 Key Legal Issues in the M&A Process 197

What Exactly is “Boilerplate”? 198

Reps and Warranties 199

Covenants and Conditions 202

Indemnification and Hold Harmless Clauses 207

Protections against Death or Disability 209

Default Provisions 210

Resolution of Conflicts 213

Basic (but Not Trivial) Legal Issues 215

Chapter 10 The Transition Plan 223

Regulatory Issues 224

Transferring Fee-Based Accounts 232

Setting Up for the Post-Closing Transition 233

E&O Insurance (Tail Coverage) 235

Sample Client Letters 236

Conclusion 247

Appendix: Sample Documents 249

About the Author 279

About the Website 281

Index 283

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