Introduction

Whether you are an owner who has been considering the sale, merger or recapitalization of his successful, privately held business for a long time, or an owner for whom selling is a rare and passing thought, this research report is for you.

Selling, Merging or Recapitalizing a Privately Held Business in 2008 discusses the pros and cons and opportunities and pitfalls of what is likely to be the largest and most important transaction of your professional life. When you have finished studying this report and have worked through Etkin & Company’s confidential, interactive Business Valuation and Personal Wealth Workshop, you will be in an excellent position to decide if the option of selling, merging or recapitalizing your business today makes sense for your company, your employees, your shareholders and you. And you will know how to prepare, if it does not.

In this report, we take you step-by-step through the decision process that every owner should follow before undertaking a sale, merger or recapitalization transaction. We show you:

• How to determine if the time is right for your company and you.
• How to “reconstruct” your company’s earnings in order to demonstrate the true earnings power of your business.
• How to establish a preliminary value for your company under each of the methods acquirers use today, and how to add to that value.
• Strategies that will put you in a position to select among competing proposals from competing acquirers.
• An approach that will enable you to customize your transaction to meet your unique combination of personal and professional objectives.
• The personal, economic and tax benefits and consequences of today’s most commonly employed transaction structures.
• Why today’s merger and acquisition marketplace is particularly opportunistic for those owners in a position to take advantage of it.
• Case studies highlighting results that Etkin & Company has achieved for owners who wisely chose to transact at an opportune time.

Clearly, not every business or owner is ready for a sale, merger or recapitalization today. Nor is every business a viable candidate. But many owners who should be weighing the advantages of transacting today are not.

Why? In some cases it is because the owner is not fully aware of the opportunities, benefits and flexibility that a successful transaction today can provide. In others, it is because the owner is uncomfortable with the perceived uncertainty surrounding a transaction.

In fact, handled professionally, at the "right" time and for the "right" reasons, a sale, merger or recapitalization of your business will result in a highly predictable and extraordinarily rewarding transaction, custom tailored to your unique combination of personal and professional objectives. This report clears up many of the common misconceptions about sale, merger and recapitalization transactions that have, in the past, prevented owners like you from making the correct decision at a most opportune time.

This report also introduces you to Etkin & Company and discusses our unique approach to creating value for owners of successful, private companies.

Developing, negotiating and concluding sale, merger and recapitalization transactions for owners of successful, private companies is Etkin & Company’s only business, and has been our only business for over 20 years. We never represent acquirers.

And our approach begins with a fully informed owner.

If after studying this report you decide that the possibility of selling, merging or recapitalizing your business deserves further consideration, then an experienced Etkin & Company professional will visit with you, in complete confidence, to discuss your particular situation, provide you with a straightforward assessment of your company’s value and prospects and address any questions or concerns you may have.

If you conclude that the time is right, we will get to know you, your goals and your business, and we will develop and implement a strategy carefully and specifically designed to bring about the ideal result for you.

We will identify the most highly qualified potential acquirers for your business, both strategic and financial, worldwide. We will prepare descriptive memoranda that present your company to each such prospective acquirer in its most attractive and appealing light. We will create a confidential, competitive market for your firm designed to provide you with competing proposals and approaches from competing acquirers. We will negotiate aggressively on your behalf, and we will serve as your uncompromised advocate and advisor every step of the way.

And, of course, we will not earn any contingent fee until a transaction meeting your goals is completed.

Etkin & Company believes that when it comes time to transact, owners of successful, private companies should realize the full value of the equity they have built up in their businesses.

Our approach ensures that you will.

Undoubtedly, after reading this report, some owners will properly conclude that they or their companies are not ready for a transaction today. If now is not the right time for you, we suggest that you keep your password handy and revisit Etkin & Company’s website from time-to-time. No owner of a successful private company should be without a timely, reliable guide to the sale, merger or recapitalization option.

And when the time is right, Etkin & Company will be there to assist.

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