Before You Buy or Sell a Business

Jared W. Johnson

Learn everything you need to know about buying and selling a business from High-Performing SBA Lender, Jared Johnson, who specializes in business acquisitions. Jared interviews industry experts on both the buying and selling side to provide insights into the buying and selling process. Experts include brokers, attorneys, escrow officers, and seekers. And you'll hear from actual buyers and sellers before and after the process. If you're a buyer or a seller or thinking about becoming one at some point in the future, this is the podcast that will provide you with the information you need for a successful transaction. read less
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Episodes

Navigating Legal Considerations in Small Business M&A Deals | Ep. 30
1w ago
Navigating Legal Considerations in Small Business M&A Deals | Ep. 30
In this episode, host Jared Johnson interviews Eric Pacifici, an attorney specializing in small and medium-sized business (SMB) mergers and acquisitions (M&A). Eric shares valuable insights and advice for buyers and sellers in the acquisition process. He emphasizes the importance of having legal representation and discusses key contractual terms such as indemnity and non-compete clauses. Eric also addresses the cost of legal services and the benefits of a fixed fee model. He highlights common challenges in SMB M&A deals, including issues with quality of earnings and seller disputes. Eric provides practical strategies for mitigating risks, such as addressing customer concentration and involving investors in the deal. Throughout the conversation, Eric's passion for SMB M&A shines through, as he offers valuable guidance for navigating the complexities of these transactions.Key Takeaways:Treat your bank as an ally, not an adversary. Your interests are aligned, and the bank can help identify potential issues such as customer concentration.The three most important contractual terms in an SMB M&A deal are indemnity, non-compete, and a strong letter of intent.Quality of earnings is a crucial aspect of due diligence. Hiring a quality of earnings provider can help uncover potential issues and protect your investment.Customer concentration is a common challenge in SMB deals. Mitigate this risk by including contingent compensation in the purchase agreement or promissory note.When bringing in investors, consider their control rights, objectives for the business, and potential impact on governance.Notable Quotes:"You're risking your financial life. You're taking multimillion-dollar personally guaranteed debt. You need to have a checklist of things that you need in your deal.""Don't be a jerk, but you don't need to walk on eggshells. You're risking your financial life, and you can always pull the plug and go do another deal.""Find smart money people who can serve as strategic advisors. It's better to have strategic alignment than just generic dollars."Resources:SMB Law GroupEric Pacifici on TwitterEric Pacifici on LinkedIn______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
From Tech to Trees: Tommy Speigner's into the Forestry Industry | Ep. 29
Apr 1 2024
From Tech to Trees: Tommy Speigner's into the Forestry Industry | Ep. 29
In this episode of Before You Buy or Sell a Business, host Jared Johnson welcomes back Tommy Speigner to share his journey and lessons learned from acquiring a business in an industry he had never explored before. Tommy discusses the process, challenges, and triumphs he experienced in finding and buying a company. The conversation dives into the nuances of engaging with investors and the strategic approaches for buying and growing a business successfully.From the decision-making strategies to the realization of purchasing a forestry and vegetation management service company, this episode unpacks the details of identifying viable business opportunities and the role of investor relationships. Tommy's experience demonstrates the importance of adaptability and keen business acumen.Key TakeawaysTommy Speigner explains the differences between his initial solo venture and his recent team-backed approach.The episode delves into the intricacies of searching for and acquiring a business outside one's typical industry.Key discussions on leveraging relationships, networking, and utilizing different types of funds for business acquisition provide valuable insights.Tommy shares his firsthand experience with the SBA loan process, exposing both challenges and triumphs.______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Innovation and Adaptation: Thriving in the Entrepreneurial World
Mar 19 2024
Innovation and Adaptation: Thriving in the Entrepreneurial World
In this episode of, host Jared Johnson interviews Daniel Cox, a serial entrepreneur who recently purchased a restaurant. Daniel shares his background and journey from construction to law enforcement to the mental and behavioral health industry. He discusses how he found the listing for the restaurant and the due diligence process he went through before making the purchase. Daniel also provides insights into the challenges and opportunities he faced during the transition and the importance of having working capital. He emphasizes the value of mentors and the need for careful planning and preparation when applying for an SBA loan. The episode concludes with Daniel discussing his plans for the future, including growing the restaurant and continuing his coaching work.Key Takeaways:Daniel Cox emphasizes the importance of having working capital when buying a business, as unexpected expenses and regulatory requirements can arise during the transition phase.Conducting thorough due diligence, including spending time at the physical location and talking to staff members, is crucial to understanding the business and identifying any potential red flags.The SBA loan process requires careful planning, understanding the eligibility criteria, and preparing comprehensive financial statements. Having a mentor and organizing personal finances can also facilitate the loan application process.Daniel highlights the significance of an operating system and technology in managing and growing a business. Implementing efficient systems and staying adaptable are key to success.Holistic success, including personal fulfillment, the well-being of the team, positive community impact, and innovation, motivates Daniel in his entrepreneurial journey.Daniel Cox's TED Talk: Elevating Expertise - How Skill Synergy Shapes SuccessListen to the full episode to gain valuable insights from Daniel Cox's entrepreneurial journey and learn about the challenges and opportunities of buying and growing a business. Stay tuned for more enlightening content from the Before You Buy or Sell the Business podcast.______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
From Searcher to Seller: Lessons Learned in the Acquisition Process | Ep 27 | Before You Buy or Sell
Mar 5 2024
From Searcher to Seller: Lessons Learned in the Acquisition Process | Ep 27 | Before You Buy or Sell
In this episode of Before You Buy or Sell a Business, host Jared Johnson interviews August Felker, an entrepreneur with experience in buying and selling businesses, particularly insurance brokerages. August shares his journey from starting a search fund to acquiring his first business, the challenges he faced during the negotiation process, and the emotions he experienced as a seller. He also discusses his transition into supporting others in the acquisition process and provides insights into the importance of insurance diligence when buying a business.Key Takeaways:🔹Starting a search fund allows aspiring entrepreneurs to buy an existing business and become an entrepreneur without starting from scratch.🔹The negotiation process when buying a business can be emotional, and it's important to be prepared for the different waves of emotions that come with it.🔹Building a relationship with the seller is crucial, both during the negotiation process and after the sale, to ensure a smooth transition and ongoing success.🔹Conducting insurance diligence before buying a business is essential to identify any coverage problems or surprises that may arise after the acquisition.🔹Cold calling and building relationships with potential sellers can be an effective way to find proprietary deals and stand out from competitors.In this episode:00:00:00 | Introduction00:01:10 | August Felker discusses his background and experience in buying businesses00:03:04 | What is a Search Fund?00:06:05 | August Felker on finding and acquiring his first business00:14:07 | Deciding to sell00:16:38 | Advice for sellers00:20:11 | Transition from a traditional search fund model to a self-funded model00:25:10 | Consider the seller's needs to stand out as a buyer00:31:08 | Insurance is often at the bottom of the client's list, but they still have to deal with it00:37:04 | August Felker on what motivates him00:39:09:02 Closing remarks______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
The Truth About Business Valuation: Debunking Common Myths and Misconceptions | Ep. 26
Feb 20 2024
The Truth About Business Valuation: Debunking Common Myths and Misconceptions | Ep. 26
In this episode, Jared Johnson interviews Ryan Hutchins, the founder of Peak Business Valuations. They discuss Ryan's background and journey into the world of business valuation, as well as the services provided by his firm. Ryan explains the different approaches used to value a business, including the asset approach, market approach, and income approach. He also shares insights on the importance of accurate financials, the role of inventory and equipment in valuation, and the challenges of valuing small businesses.Key Takeaways:Valuing a business involves assessing its cash flow, perceived risk, and comparable transactions in the market.The asset approach is typically used for businesses with significant tangible assets, while the market approach looks at comparable transactions in the industry.The income approach focuses on the cash flow generated by the business and uses a cap rate to determine its value.Accurate financials are crucial in valuing a business, and hiring a bookkeeper can help ensure that the financials are in order.Personal expenses and inventory should be carefully considered in the valuation process.Notable Quotes:"The value of any business is what a willing buyer and a willing seller hypothetically transact at, known as fair market value." - Ryan Hutchins"Your financials will impact not only the value of your business but also how long the process takes to sell your business." - Ryan HutchinsResources:Peak Business ValuationsRyan’s LinkedInLoopNetBizBuySell______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Jesse Carlson’s Journey to Buying a “Recession-Proof Business” | Ep. 25
Feb 6 2024
Jesse Carlson’s Journey to Buying a “Recession-Proof Business” | Ep. 25
In this episode, host Jared Johnson interviews Jesse Carlson, the owner of a FedEx business. Jesse shares his journey from working in the entertainment industry to becoming a business owner. He discusses the challenges he faced during the acquisition process and the importance of thorough due diligence. Jesse also highlights the key factors that attracted him to the FedEx business model and the lessons he has learned since taking over the business. This episode provides valuable insights for anyone considering buying or selling a business.Key Takeaways:Jesse's transition from the entertainment industry to the lending industry and eventually to owning a FedEx business showcases the importance of adaptability and the willingness to explore new opportunities.Thorough research and due diligence are crucial when buying a business. Jesse's extensive research and guidance from experienced individuals helped him make an informed decision.The FedEx business model offers stability and recession-proof potential, making it an attractive option for aspiring business owners.Building strong relationships with drivers and taking care of their needs is essential for the success of a FedEx business.Owning a business requires continuous learning and adaptability. Jesse emphasizes the importance of staying informed and being open to new challenges.Quotes:"I wanted to get something that was more stable, reliable, and recession-proof." Resources:LoopNetBizBuySell
Maximizing Business Value: Unpacking the Fractional CFO | Ep. 24
Jan 23 2024
Maximizing Business Value: Unpacking the Fractional CFO | Ep. 24
In this episode of Before You Buy or Sell a Business, host Jared Johnson interviews John Hannum, the founder of PPS Solutions, about the importance of having a fractional CFO for small and growing businesses. John shares his insights on the biggest mistakes business owners make, the key things to focus on when selling a business, and the trends he has observed in the small to medium business market. He also provides valuable advice for buyers looking to acquire a business and discusses the role of a fractional CFO in improving a company's financial health and maximizing its value.For more information or to contact John, visit: https://www.ppsfinance.com/In this episode:00:00:00 | Introduction00:03:41 |John Hannum on starting PPS Solutions, fractional CFO services00:06:04 | Fractional CFOs offer operational expertise and act as financial partners to entrepreneurs.00:08:55 | Biggest mistake in finance: not using clean accounting information00:09:11 | Importance of cleaning up accounting and looking at accrual accounting00:11:35 | Importance of budgeting and cash flow forecasting00:14:20 | Importance of planning for business exit and maximizing value00:17:35 | Setting goals in the first year of a three-year period00:20:26 | Creating a good story for the business sale00:22:00 | Dealing with cash sales and creative ad backs00:23:46 | Educating business owners on the implications of tax fraud00:27:09 | Advice for buyers looking to buy a business00:31:45 | Motivation to help others achieve their vision00:33:21 | Closing remarks, contact information for John Hannum__________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
The Art of Transition: How Eric and Joy Rose Successfully Took Over a Restaurant | Ep. 23
Jan 10 2024
The Art of Transition: How Eric and Joy Rose Successfully Took Over a Restaurant | Ep. 23
In this episode of Before You Buy or Sell a Business, Eric and Joy Rose share their journey of buying a sushi restaurant in Salt Lake City. They discuss their backgrounds, including their experience working for the federal government and living overseas. They explain how they decided to buy a restaurant and why they chose a sushi restaurant. They also talk about the negotiation process and the challenges they faced in securing financing. Despite the obstacles, they were able to successfully close the deal and are now running the restaurant.About The Guest(s):Eric and Joy Rose are the owners of a sushi restaurant in Salt Lake City. Eric has a background in international relations and Russian language, and has worked for the federal government for nearly 20 years. Joy has a background in humanities and English secondary education, and is a licensed acupuncturist.Key Takeaways:Eric and Joy had a desire to own their own business and found a sushi restaurant that aligned with their interests.They had to navigate the negotiation process and secure financing to purchase the restaurant.The seller was willing to work with them to restructure the deal and make it more favorable for both parties.Building relationships and trust with the seller and the staff was crucial in the transition process.__________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Journey of a Restaurant Buyer: Lessons in Business and Growth
Aug 29 2023
Journey of a Restaurant Buyer: Lessons in Business and Growth
In this episode of the Before You Buy or Sell a Business podcast, Jeptune Lupiter shares his journey of buying a restaurant and the challenges he faced during the process. He talks about his background in the restaurant industry and how he decided to look for a business to buy. Jeptune discusses the importance of properly managing finances and being transparent with lenders. He also emphasizes the need for focus and determination in running a business. His goal is to grow the restaurant brand and potentially acquire more businesses in the future.About The Guest:Jeptune Lupiter is a restaurant owner and entrepreneur based in Las Vegas. He has a background in computer science and international business and has worked in the restaurant industry for several years. Jeptune is passionate about growing businesses and is focused on expanding his restaurant brand.Key Takeaways:Season your money and ensure it is properly documented before buying a business.Be transparent about any personal or financial issues that may affect the acquisition process.Laser focus and determination are essential for success in business.Building relationships with employees and maintaining a positive work environment is crucial.Consider expanding your business and acquiring additional locations to grow your brand.______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Acquisition of Art Framing Business  Falls Through
Aug 15 2023
Acquisition of Art Framing Business Falls Through
About The Guest:Tommy Speigner is an experienced IT professional with a background in sales and technical knowledge. He has worked in various industries and has a passion for entrepreneurship. Tommy is currently based in Las Vegas and is actively looking to buy a business.Summary:Tommy Speigner, an IT professional with a background in sales, shares his experience of trying to buy an art framing business in Las Vegas. He discusses his background, how he ended up in the business world, and his decision to buy a business instead of starting one from scratch. Tommy talks about the art framing business he was interested in and the potential for growth in the industry. He explains the negotiation process, due diligence, and the challenges he faced when the deal fell through. Despite the setback, Tommy remains optimistic and is looking forward to finding the right business opportunity in the future.Key Takeaways:Tommy Speigner decided to buy a business instead of starting one from scratch, realizing the potential for growth and the benefits of acquiring an established business.He identified opportunities for growth in the art framing business, such as offering delivery and installation services and expanding into digital art.The negotiation process involved adjusting the valuation based on updated numbers and the impact of the lease on expenses.Due diligence was a learning experience for Tommy, as he gathered and analyzed information to understand the business's financials and operations.The deal fell through due to a significant increase in expenses, including labor costs and lease terms, which affected the business's profitability.______________________________________________________________________If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Choosing the Right Escrow Company for Business Transactions
Aug 1 2023
Choosing the Right Escrow Company for Business Transactions
About The Guest:Ron Quinn is the founder of Accelerated Law Group, a law firm that specializes in business transactions. With over 22 years of experience, Ron has handled thousands of transactions, ranging from small businesses to multimillion-dollar chains. He is known for his expertise in business law and his commitment to providing excellent service to his clients.​SummaryIn this episode, host Jared Johnson interviews Ron Quinn, the founder of Accelerated Law Group. Ron shares his journey into the world of business transactions and discusses the services his firm provides. He emphasizes the importance of choosing an escrow company that understands the intricacies of business transactions and offers advice for buyers and sellers. Ron also explains the differences between asset purchases and stock purchases and highlights the need for due diligence and careful consideration of tax liabilities. He concludes by sharing some of the craziest experiences he has had in his career.Key TakeawaysWhen choosing an escrow company, it is crucial to find one that specializes in business transactions and understands the unique challenges they present.Due diligence is essential for buyers and sellers to ensure they are aware of any potential liabilities or issues with the business.Stock purchases and membership interest purchases can be more complex than asset purchases and require careful consideration of contracts and tax liabilities.Buyers should be cautious about making significant changes to a business immediately after acquiring it, as this can disrupt operations and alienate employees and customers.Communication is key in business transactions, and all parties involved should stay in touch and keep each other informed throughout the process.If you have questions for Jared, visit JaredWJohnson.com or connect with Jared on LinkedIn.DISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Lessons Learned in Business Acquisition with Alina Joseph
Jul 4 2023
Lessons Learned in Business Acquisition with Alina Joseph
About The Guest:Alina Joseph is a business owner and entrepreneur who has acquired two businesses and is in the process of selling one. She has a background in finance and law, with an MBA and JD degree. Alina has experience in mergers and acquisitions and has a passion for helping others navigate the business acquisition process. Currently, Alina is the owner and CFO at MunchPak, a snack delivery service.Summary:Alina Joseph, a business owner with experience in acquiring and selling businesses, shares valuable insights in this podcast episode. She emphasizes the importance of thoroughly evaluating a business before buying, understanding the financials, and managing people effectively. Alina also highlights the need for transparency and thorough review of documents during the acquisition process. For buyers, she advises evaluating if the business is a good fit and aligns with their financial goals. For sellers, she recommends keeping clean books and staying on top of financial records. Alina's experiences and advice provide guidance for both buyers and sellers in the business acquisition process.Key Takeaways:Evaluate a business based on its profitability and growth potential.Understand the financials and key players in the industry.Be patient and wait before making significant changes to a newly acquired business.Thoroughly review all documents and contracts before signing.Be prepared to manage people and their expectations.Quotes:"Just because you have high revenue doesn't mean your cash flow is healthy." - Alina Joseph"Wait before making changes and get people's buy-in." - Alina Joseph"Do your own homework and evaluate the business properly." - Alina Joseph"Be transparent and thorough in your due diligence." - Alina Joseph"Stay engaged and keep working at it even when you're ready to sell." - Alina Joseph—---------------------------------------------If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Prioritizing Quality Over Cost, Restaurant Entrepreneurship with Jeff Solomon
Jun 6 2023
Prioritizing Quality Over Cost, Restaurant Entrepreneurship with Jeff Solomon
Jeff Solomon, a successful entrepreneur who has acquired multiple businesses, shares his journey into restaurant entrepreneurship, the importance of prioritizing quality over cost, and offers advice for potential buyers. In this episode of the Before You Buy or Sell a Business Podcast, host Jared Johnson interviews Jeff Solomon on his experience from running casinos to sushi restaurants. Solomon emphasizes the importance of thoroughly researching the industry and the specific business they are interested in and building a strong team of advisors. He stresses the importance of learning from past experiences and taking calculated risks in entrepreneurship. Having worked on a deal together, Jared and Jeff discuss the experience of negotiating with the seller of Jeff’s first restaurant business, who was initially stubborn about the purchase price. Jeff highlights the importance of due diligence when acquiring a business and recommends focusing on labor, marketing, overhead, and revenue numbers. Solomon and his team use a software program to track food costs and adjust prices accordingly. He advises buyers to look beyond the financial statements and dig deep into the business to uncover potential issues.Solomon stresses the importance of keeping a close eye on costs and finding ways to take out expenses that are not adding value. He suggests that taking calculated risks and constantly examining costs can lead to success in entrepreneurship. Solomon also believes that driving enough revenue can cure most issues in a business.In addition, Solomon discusses the importance of customer experience and quality in his restaurants. He does not sacrifice quality for short-term cash flow and believes that fixing issues now will save money in the long run. He advises buyers to look for brokers who are honest and have high standards.Solomon's experience as an entrepreneur highlights the importance of research, due diligence, and calculated risk-taking in the world of entrepreneurship. He stresses the importance of keeping a close eye on costs, finding ways to add value, and prioritizing customer experience and quality. Not only does Solomon emphasize the need to stay up-to-date with industry trends but also the ability to be open to new opportunities for growth. Furthermore, he suggests that potential buyers consider involving friends and family as investors, but cautions that it can be more complicated without these connections.If you have questions for Jared, visit JaredWJohnson.comDISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Oldest Glass Company In Las Vegas – Turnaround Proves Successful For Nevada Buyer
May 22 2023
Oldest Glass Company In Las Vegas – Turnaround Proves Successful For Nevada Buyer
In this episode of the podcast "Before You Buy or Sell the Business," host Jared Johnson interviews Eric Hooiman, the now-owner of the oldest glass company in Las Vegas, on how he turned around the business to become successful. Eric was a long-time gold miner with experience in designing and installing fire suppression systems. The conversation is casual and friendly, with Jared expressing his admiration for Eric's recent deal. They discuss Eric's background and career in the industry, including his college experience playing midfield for Coos Bay on a Fulbright scholarship.The podcast aims to help buyers and sellers learn more about the acquisition process. Eric Hooiman found a glass company on BizBuySell that he and Jared decided to acquire. The company was the oldest glass company in Las Vegas and had an unlimited contractors license. Although the company had gone through three generations inside a family and was sold outside the family, the owner passed away from COVID, and his daughter inherited the company. Eric was interested in the deal because of its distressed situation, and the seller had dropped the price.The conversation also touches on the negotiation process and the initial pricing of the company. Jared Johnson and Eric Hooiman discuss their due diligence process when considering a company for acquisition. Hooiman emphasizes the importance of seeking advice from professionals and staying in one's lane. He shares that he consulted with his CPA and financial advisor, as well as conducting his own research on the company's financials to determine areas where they were losing money.Eric Hooiman provides more advice on acquiring a business, including the importance of transparency and utilizing employees as a resource. He also emphasizes the significance of implementing changes one step at a time and getting buy-in from employees. The conversation also touches on the difficulty of finding good employees and the importance of company culture in retaining them.Hooiman also talks about his future plans, which include stabilizing his current business and buying another one. Eric believes in the importance of having mentors and attends Tony Robbins events. He emphasizes the importance of adding value when seeking a mentor or learning from someone. To Eric, people are willing to give advice and help as long as the person seeking advice listens to them.Overall, Eric Hooiman's experience in gold mining and fire suppression system design, as well as his personal relationships and determination, have helped him successfully acquire a distressed business and turn it around. His emphasis on company culture and adding value to others provides valuable lessons for anyone looking to acquire and run a successful business.If you have questions for Jared, visit JaredWJohnson.comConnect with Jared on LinkedIn.Follow Jared on Instagram.DISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.
Professional CPA Shares His Experience Acquiring & Running 3 Different Businesses
May 9 2023
Professional CPA Shares His Experience Acquiring & Running 3 Different Businesses
In this podcast episode, host Jared Johnson, welcomes Ken Kirkpatrick, a business acquirer who has acquired multiple businesses and is always on the lookout for more. First StepsKen graduated from UNLV with an accounting degree and worked for Citibank before joining KPMG, where he got certified as a CPA. After three years with KPMG, he was approached by a small group of casinos looking for a comptroller/CFO and decided to take the plunge into the casino business, where he worked for 15 years. Ken describes himself as cautiously optimistic and always looking for new opportunities to acquire businesses.In this continuation of the conversation, Ken Kirkpatrick talks about his work experience, which includes working in the gaming industry and trying different industries, including consulting and manufacturing. He worked for an individual who owned about 15 locations in town, bars and restaurants, and one main casino and hotel. He was treated very well and acted as the owner's personal CPA, ensuring that the financials were sound. Ken also discusses the intense nature of the gaming industry and the control standards that must be met to keep everyone happy on the Gaming Control Board side.Running a Non-medical Home Care FranchiseKen discusses how he transitioned from working for someone else to buying his own business, a non-medical home care franchise in South Texas. He also talks about the impact of COVID-19 on the home care industry and the challenges of being a private pay business. Kirkpatrick shares advice for anyone looking to buy a business, emphasizing the importance of buying receivables and having working capital. He also discusses his plans to relocate to South Texas before ultimately deciding to commute between Texas and Las Vegas.Manufacturing Laboratory DevicesThe conversation continues with Jared and Ken discussing the process of appraising businesses and the importance of not overpaying. Kirkpatrick shares his experience of buying another business, MSI Products, after feeling bored in Las Vegas and looking for a small business to work on when he's in town. The company sells laboratory devices and had been owned by a family in San Diego who put it up for sale after the previous owner passed away from cancer. Kirkpatrick quickly responded to the ad and was one of the first to look at it, eventually buying it. Negotiations for this company were straightforward, and the buyer paid almost the full asking price while also obtaining an SBA loan and a small owner's loan held back. The quality of the product is superior, making it difficult to get knocked off in China. The conversation also emphasizes the importance of understanding accounting and finances for small business owners.Acquiring a Live Pet StoreSeeing the potential for growth, Ken acquired a live pet store franchise that was located near his home. Despite the high price, he recognized the store's outstanding numbers and potential for growth, especially during COVID, which saw a rush in pet purchases. Ken also mentions that the Southern California market does not have a real-life pet store due to state law, and he plans to expand his business to cater to that underserved market. He emphasizes his desire to serve the community and provide a trustworthy source for people to get healthy, well-bred puppies for their families.Ken’s Outlook on His Entrepreneurial JourneyAs a successful entrepreneur, Ken revealed that his motivation to succeed and provide for his family stems from growing up poor and wanting to create a better life for himself and his loved ones. He also shared that his experiences in the casino business taught him the importance of hiring the best people and treating them with...
Expert M&A Attorney Scott Oliver Discusses Legal Aspects of Buying or Selling a Business
Apr 25 2023
Expert M&A Attorney Scott Oliver Discusses Legal Aspects of Buying or Selling a Business
Thank you for listening to the Before You Buy or Sell a Business podcast.In this episode, host Jared Johnson sits down with M&A attorney Scott Oliver. Scott is an attorney with the Lewis Kappes law firm. Jared and Scott discuss the legal aspects of buying and selling a business, specifically with SBA lending. They also touch on Oliver's background, including his education at Purdue and IU law school, and how he ended up at Lewis Kappes. The conversation is lighthearted, including a bit of banter about the pronunciation of the firm's name.Scott talks to Jared about legal considerations when buying or selling a business. He advises buyers to hire an attorney experienced in M&A transactions and in SBA lending, cautioning against hiring a large law firm or an attorney unfamiliar with the specific type of acquisition. Additionally, Scott emphasizes the importance of building a deal team with the right expertise to ensure a smooth transaction.This episode also touches on the nuances of a stock vs. asset purchases, including liability considerations and tax implications. Scott Oliver explains that in an asset sale, the buyer is purchasing equipment, machinery, and goodwill, but the seller usually retains liabilities such as debt and lawsuits. In contrast, a stock sale involves acquiring the company as it exists, along with all its issues and employees. Jared Johnson asks about how to determine which type of sale to pursue, and Oliver advises consulting with attorneys and tax professionals. They also discuss the importance of lenders considering whether stock certificates are involved and taking them as collateral if necessary. Overall, Oliver emphasizes the need for a customized checklist to ensure all necessary steps are taken for each specific deal.We hope you enjoy this episode.To contact Scott: SOliver@lewiskappes.comFor questions, visit https://jaredwjohnson.com/DISCLAIMER: The views and opinions expressed in this program are my own and/or those of my guests. They do not necessarily reflect the views or positions of my employer.