Key Steps to a Sound Business Purchase Structure

If you have just decided to start the process of buying your
first company or if you are a seasoned mergers and acquisitions
professional, you as a business buyer, need to utilize a
disciplined, structured approach to purchase the best business
acquisition possible. This article will give you a shortcut to
incorporating most of the elements you must have to
systematically qualify and “bias” the business purchase
negotiations in your favor with the business seller.

Buying a business is a “one off”, iterative process in that each
purchase opportunity is unique and different with regard to its
sense of urgency from the seller’s perspective. However, as
each purchase situation is different, if you do many business
acquisitions over time you quickly see that there are
fundamental elements to the location, qualification and
negotiation processes of buying a business, that once learned,
can be leveraged repeatedly from one business purchase
opportunity to another.

Four Steps to Business Valuation and Purchase/ Sale Analysis

With the intent to be brief yet adequately cover all the
important elements of the business appraisal and deal structure
steps of buying a business, we will only focus on these
elements within the typical business purchase process:

1) Company Analysis Steps:

Review all information obtained from the seller as solicited
in the buyer’s Letter of Intent or “LOI”:
All financials, leases, insurance policies, tax returns,
contracts, environmental reports, legal documents,
retirement programs, inventory counts, patents, licenses,
policies, customer lists

Adjust historical financial statements provided by the seller
to represent profits that reflect actual business
performance and exhibit correct asset and liability values

Compare adjusted financials to key, like industry,
performance metrics

Evaluate all non-financial elements of the company Customer
sales mix, customer retention rates, customer locations,
employee counts and performance metrics, landlord contracts
and lease provisions, bank/financing relationships, key
suppliers and critical product or service content and
warranty issues…to name a few

Prepare a “zero-based” budget for the next 3 financial terms,
including anticipated monthly cash flows for the business
including acquisition debt service requirements

2) Business Valuation Steps:

Calculate an asset based approach to business value

Calculate a profit based approach to business value
determination: This will require use of capitalization and a
wide variety of Discount rate elements based on: Projected
real returns with inflation assumptions Industry growth
factors and risk influences Management additions or
deletions and compensation changes A wide variety of non-
financial factors and assumptions

Calculate a cost to replace company assets approach to
business value Determination

Weight each of the business valuation methods for relevancy
based on historical business performance, future performance
assumptions, various non-financial aspects of the business,
the anticipated final terms of business purchase, the
financial and human resources that will be available to take
the company where you want it to go

3) Business Purchase and Sale Analysis:

Select specific assets and liabilities to be purchased

Identify a $ allocation to each asset and liability you

Analyze various means to purchase current debt obligations,
consider seller contingencies

Rank each means to purchase current debt obligations and
select the best for your constraints

“Run the numbers”: put together a monthly and annual post
sale cash flow analysis for both the business buyer and the
seller. Emphasize positive cash flows for eventual seller

Test your proforma financials for possible seller “numerical
exaggerations” or mistakes

4) Communicate Findings and Analysis to Seller:

Your primary objective is to justify your desired company
purchase terms in a professional manner, to maximize your
credibility and foster constructive dialog with the seller

All findings and analysis should be proof read before
presented to the seller

All documentation should be organized in a professional,
somewhat formal Format

The information should be introduced as a “starting point”, a
basis of further discussion

Your data should include numeric analysis responses to
anticipated seller Positions

Consideration should be made to have a professional, “non-
buyer” present the findings

All documentation should be also used for future lender, key
supplier, landlord and employee presentations.

Each presentation customized or fortified for the targeted

(This step is where all your purchase “weapons”
are shown, but not necessarily used)

Purchasing a viable business can be a complex and emotional
experience for both the business buyer and the seller. The
business seller often has much of their life and money wrapped
up in the enterprise and is looking for the long awaited “pay
day”, while the buyer typically has an intense “opportunistic”
disposition fueled by a “seek and conquer” methodology.

The more a business buyer can take the emotion out of the
purchase negotiation with effective development and
professional presentation of key financial and non-financial
justification content, the greater his probability of reaching
HIS desired business purchase terms with the business seller.
The business analysis and valuation steps in the business
buying process are key components to reaching this ultimate

The Future of Business: Is It Getting Personal?

Given its popularity, we’re sure many of you have seen “The Apprentice” on NBC or at least heard about it. We loved it. Being in the business of business, we were downright addicted from the very first show–and never missed a single episode, It was edgy and slick. It was bold and boastful. It was visceral and shiny! We bought the ‘gold’ lock stock and barrel.

It wasn’t necessarily the competition that we glued too. Really, does getting “a job” that way makes any sense at all? Its appeal for us, week after week, was watching business school played out, emotionally, right in front of our eyes.

Watching the participants, the Donald, his team, and the producers make decisions, now THAT was fascinating! Watching the show gave us a new way to work on our own business:

What would we do, as business owners, to win each challenge?

How would we decide who was really responsible for failure?

What was this whole challenge really about?

In an age where millions of people are leaving corporate life for entrepreneurial ones, where the corporate bar is not only being raised it’s being shifted to a whole new place, “The Apprentice” connected the big dream of business success to the TV audience in a mass-media way. And it was for REAL! At least the part they showed us.

The show became an instant hit and “you’re fired” became the buzzword of the Nation. The fact that commercial tie-ins, which surfaced in season two, actually became part of the content was sheer brilliance. It took TV back to the days of the Bob Hope Texaco Hour. Well that…on steroids. While it was showcasing other brands, the show became a “brand” in itself–launching products beyond the original service it provided which was simply…entertainment.

While the ‘TV machine’ ramped up (code words for huge money) the “The Apprentice” caught up with itself. The mix of the challengers changed. The show concept got tweaked. And ‘the show’ began to believe it was invincible. And something changed. It lost its ‘soul’. The shiny gold we had held so dear every Wednesday night became less appealing and cheep. And then we saw it! Right there in the beginning of each and every show, something that was there from day one, was now screaming at us–the tagline of the show, “It’s not personal, its just business.”

Oh, really?

That phrase hit us like a ton of bricks. “It’s not personal, its just business. OUCH! Their very own tagline was the blood that killed the show for us! It belied everything we know about the future of business. It belied everything we know about the past of business. It belied everything Donald and every single person on the show knows– if they are aware of it or not.

Donald wouldn’t have been able amass his fortune twice, coming back from the abyss of bankruptcy, if he did didn’t have an immensely personal connection to his business. It’s so obvious. After all, it is the Trump Organization (ego aside), not the Massive Faceless Real Estate Development Corporation. That’s not to say all companies that are driven by strong personal visions are named after their founders. Microsoft, Apple, Pixar, Peak Potentials etc. have super-strong driven leaders with immense vision. But let’s call it for what business really is… it is and ALWAYS will be personal.

Now we’re not ragging on the show or even on ‘the Donald’ himself… both are amazing achievements. The bottom-line is that anybody who says business is not personal is hiding something–whether they’re aware of it or not. It can be innocuous or malicious, but either way it is not the way to create a lasting successful business. It was the lack of personal connection that brought about experiences like Enron, WorldCom, Adelphia, Arthur Andersen, Jim & Tammy Bakker to name a few? Those unfortunate events are understandable. Because it’s very easy to do unconscionable things when ‘business’ is JUST business.

A business is so much more when business is deeply personal(TM). Successful long-lasting businesses that have local and even global impact are–ones that ‘do business’ with complete integrity and sincere connection to the impact here business has on the individual as well as the world.

We’ve worked with entrepreneurs and large companies, public and private, guiding single visionaries and executive committees alike. In our experience, most companies, no matter their size, have marketing challenges when they can’t articulate their vision, connect their business to it and communicate it clearly from a deeply personal place. Great marketing can sell anything… at least initially.

The marketing and the packaging of “The Apprentice” pulled us into a show that appears to stand for the opposite of what we believe. The first question that any business owners should ask themselves… is not can we sell it but should we sell it? Then if the answer is yes, the second question should be…why?

With our ‘inside/out’ approach to building businesses, we find ourselves more naturally aligned with entrepreneurs and small business owners. They naturally feel ‘the connection.’ They’re closer to what they’re doing in their business. The larger the business, the greater the potential for diminished connection, unless there is a strong, domineering or persuasive founder or leader and a method for keeping that vision in place. Think Apple or Virgin.

If a business is only about numbers, results, quotas, and money, the easier it is for the company to act impersonally and rationalize negative situations. We’re not saying that we believe big business, the large corporation, is bad. Quite the contrary. To us, size doesn’t matter–only the vision. As we were quoted in Inc. magazine in December 2004:

“…the words of Jessica Rabbit, “I’m not bad, I just drawn that way.” Companies aren’t bad; the leaders of companies may be bad.”

Looking for quick fixes, the silver bullets, is a major side effect of this type of disconnected operation. We just did a live internet presentation to nearly 400 people worldwide and many just wanted to know the “tricks” of how to use branding to make more their business more successful. Looking for just the ‘tricks’ they missed the whole simple point.

The act of being sure you are personally connected to your business is where branding truly begins. Disembodied corporate brand leaders in ivory towers with deep pockets have the resources to “buy” a personal connection. Even still, this ‘purchased’ connection is hit or miss depending on who is hired to create the personal connection and their own connection to the product or service being branded. Believe it or not, entrepreneurs and small business owners have the advantage.

A more foolproof, cost-effective method is to make sure you, your staff, or your executive team is fully connected – emotionally, energetically and effectively to your business. If you’re in business just to make money, make sure you’re in the business that focuses on money, like banking, Western Union, or if you have really high hopes…the Federal Reserve.

We include ourselves with the likes of Oprah, Bill Gates, Steve Jobs, Anita Roddick, Mark Victor Hansen, Wayne Dyer, and many many others, who are not solely driven by the desire of money and the fast way to it. This illustrious group has been gifted not only vision and leadership but also the instinct and the dedication to create their vision in a natural organic order. Our personal mission is to share that process with small business owners so that everyone can experience the personal joy and financial success that these leaders demonstrate year after year.

Individuals and small companies truly have the power to easily change the world. The large companies have deep stockpiled resources but the rest of us have so much more. In this one-world market, fueled by the Internet, all types of businesses with all types of positive impact can succeed… and succeed BIG.

To genuinely succeed as a small business, you need to take a ‘whole success’ systems view and not be afraid to use both the tangible and intangible methods:

o Invest the time to know yourself. Your success potential soars when you can express your unique gifts in all facets of your life. This is especially important in your largest focus of time each day (other than sleeping) your business activities. No more, “I can’t wait to leave work.” Change that to, ” I love how I spend my day.”

o Begin to align yourself with your business by carefully examining what business you are truly in and how it is connected to who you really are. If you can’t find the connection or it’s weak, and then change it. If it is only for the money, look for the business that is aligned with your passion of money. Contrary to logic, it is harder to stay in the condition that is not ‘right,’ than the energy it takes to make the change. When the change is right, it will be surprisingly effortless.

o Anchor your business to your power by developing your business using a process that is most in tune with discovering and connecting your unique passion to the company’s name, logo, look & feel and language.

o Know that business IS deeply personal and that the balance of work and life is the key, not the separation. To truly be successful, you need to “live” your brand, and be fully engaged in a balanced life– including health, relationships, the exchange of value, and the use and care of money.

We hope you’ll join us, and many others, in the business revolution that is coming. This insurgency is consciously building sustainable independence through a complete connection to their work.

Is it business or is it personal? It is both… business is deeply personal(TM).

Business Marketing: Shocking 100 Million Dollars Business Marketing Secret Revealed

Do you have a website?

Do you have any business?

Are you currently marketing any product or services online or offline?

Are you making as much money as you deserve to make?

Are you currently financially secured?

Read on because I have powerful news for you.

Have you made 100 million dollars in cash from your website or any business?

If you answer no to the last question, you need to hear what I have to say, so pay a close attention.

Hundreds of millions of people have websites today that are not making any money for them.

They have tried many different types of business marketing such as search engine marketing and optimization and web site promotion, banner ads, FFA ads, e-mail marketing, linking, e-zine ads and other website promotion, internet marketing, online promotion, internet promotion, internet marketing online, web site marketing, direct marketing and website sales promotion and failed.

Are you one of these people?

Are you doing any business marketing for any product, program or service?

Have you tried various types of business marketing and failed to get rich from your product or services?

Would you like to discover the ultimate business marketing secrets that can help you succeed?

If you answer yes, rejoice because at last, you may now have the ultimate business marketing solution to this problem.

One business marketing problem that all website owners or marketers or business owners have in common is the difficulty in locating the people who are interested in buying their products, programs and services.

In this article, you’ll discover how I stumbled to a powerful business marketing book that has a solution to this serious marketing problem.

5 years ago, I stumbled to a very powerful secret way to make money, known to only millionaires and billionaires.

After testing it, I created a program from it and called it “Mscsrrr: the millionaire secret cash system, generate $1500 weekly for life”.

You may have seen one of my websites on the internet.

I was so excited by this powerful money making “secret” that I decided to make it available to the public to help others.

But after setting up a website to promote it, I was hit by the harsh reality of business marketing and internet marketing online.

I was getting zero traffic! No traffic, no website sales. I was a failure in all the internet marketing online that I tried: search engine marketing optimization and sales marketing, banner ads, FFA ads, e-mail marketing, linking, e-zine ads and other internet marketing, internet marketing online, online promotion, website promotion, online marketing, business marketing, direct marketing, web site marketing and internet marketing solution..

I bought and read many internet marketing e-books from many internet marketing gurus.

I was making sales but not enough to get rich from! What I mean by rich is generating $100,000-$1,000,000 in website sales.

For this reason, I embarked on a 1 yr research on internet marketing online, website promotion, online marketing, business marketing, direct marketing, web site marketing and internet marketing solution.

You may have seen any of the several hundreds of my articles on web site marketing, internet marketing solution, internet marketing, internet marketing online, online promotion, website promotion, online marketing, business marketing, direct marketing and website sales posted at hundreds of thousands of websites all over the internet.

A week a go, I had some free time, so I decided to continue to do this online promotion, website promotion, online marketing business marketing, direct marketing internet marketing, internet marketing online, web site marketing, internet marketing solution research.

That was when I stumbled to the most powerful business marketing “secret” I have ever known during the past 20 yrs.

I discovered a little known guy (VJ) who used this insiders’ ultimate business marketing weapon to rake in 100 million dollars in 2yrs by the age of 28 yrs!

Not only has this guy (VJ) made 100 million dollars with this exciting powerful business marketing “secret”, but he is crazy enough to share this sizzling hot business marketing “secret” with the rest of the world.

After reading his letter, I could not eat or drink or sleep until I blasted my order out to him.

Within 3 days, he rushed this heavy package containing his business marketing book to me.

It is as big as the telephone book, very neat, very impressive, very well written, concise, to the point and over flowing with fantastic business marketing secrets on how he used this ultimate business marketing “secret” to create 100 million dollars fortune in 2 yrs.

Yes, you guessed right. I had to drop everything I was doing to devour this book.

Usually it takes me forever to read a small book.

But in 2 hrs, I surprised myself by how fast I devoured this 310 paged business marketing book brimming with the most fantastic secret marketing information I have ever been lucky to find anywhere.

Inside this magnum opus, nitty-gritty business marketing book, you’ll be amazed to discover the most powerful marketing secrets and tips on internet marketing solution, online promotion, website promotion, internet marketing, internet marketing online, web site marketing, online marketing, business marketing, direct marketing and website sales, and how the author used all these business marketing knowledge and skills to make $100,000,000 in cash in 2ysr!

There are many people who claim to be internet marketing, internet marketing online, web site marketing, internet marketing solution, online promotion, website promotion, online marketing, business marketing, direct marketing gurus (sorry, I will not name names) or offline marketing gurus.

They are full of talk, talk, and more talks. But little to show for it.

And they invite you to their seminars and try to charge you $1000, $2000 or even $5000 for outdated and stale information on internet marketing, web site marketing, internet marketing solution, online promotion, website promotion, online marketing, internet marketing online, business marketing, direct marketing and website sales.

Most of them are full of fluff. Very cheesy. I know all of them and may be you do too.

I don’t know any of these so called gurus who have personally made 100 million dollars with his/her online promotion, website promotion, online marketing business marketing, internet marketing, internet marketing online, web site marketing, internet marketing solution, direct marketing and website sales secrets by the age of 28!
(Another Bill Gates in the making?)

I have never thought it wise to pay them $5000 no matter what internet marketing secret they may have. Perhaps I have been a fool. Or may be not.

However, what I can tell you is that, at last, I have found a guy who not only talks the talk, but has walked the walk and made 100 million dollars cash as proof that he knows what he is talking about.

What other proof do you need?
(As for me, 100 million dollars proof is good enough for me.)

This is the kind of money that gets my juice flowing real fast.

What about you?

To illustrate to you the power and the genius of this marketing god, the writer, VJ, the creator of this ultimate business marketing “secret”, here is an excerpt of his letter at his website, in his own words:

“No matter how hard I tried, it always seemed like I wasn’t going to amount to anything real important in life. And this really sucked because I had a passion for the finer things. I wanted the gold Rolex, the sporty Mercedes, and the Million-Dollar Mega Mansion!

But when I looked in the mirror, I didn’t like what I saw. I was convinced the good life I wanted was just a dream.

But that was all about to change. Seriously- by the time I was 19, I had a brand-new Corvette. At 20, I had 2 brand-new Mercedes Benz automobiles. And at 21, I was the proud owner of a Rolls Royce Silver Spur!

By the time I turned 28… I made over $100 Million in gross sales. I profited over $50 Million. I owned two homes- one of them was 14,000 square feet and had a seven-car garage, a billiards room and a resort-style pool with an underwater bar! And I paid cash for the home!

In my garage, I had a red Lamborghini Diablo, a yellow Ferrari 360 Spider, a white Bentley Arnage Red Label, about 4 Mercedes, and a 12-passenger Lincoln Town Car Limo!

My checking account had over $10 Million in it. I was earning $400,000 in pay each and every week. That breaks down to $80,000 a day… or $10,000 an hour! And those figures were if I worked 5 days a week for eight hours a day, which I didn’t!

In the year 2002, I made more money than the CEOs of Federal Express… eBay…… Time Warner… Apple Computer… McDonalds… Microsoft… Nike… Yahoo… Ford Motor Company… General Motors… and Goodyear Tire- COMBINED!

In the May 12th, 2003 issue, Forbes Magazine listed their top paid 500 CEOs in America. Of their prominent and prestigious list of the 500 CEOs, I made more money than 483 of them.

$17,549,000 MORE than the CEO of Starbucks.

$13,030,000 MORE than the CEO of Target.

$17,225,000 MORE than the CEO of Motorola.

Now, this may all seem like I’m some rich (&[email protected]) bragging about how rich I am… and you’re partly correct. I am bragging! But more importantly, the reason why I’m telling you about all this is that this course is about getting rich very quickly. If the talk of obscene money makes you feel uncomfortable, or even angers you, maybe you do not really want to be rich.

The reason why I’m telling you about all the toys I had when I was just 28, is to prove to you that if a guy like me… with a learning disability… a bad childhood… and no formal education can get filthy rich by the time I was
28… you can absolutely follow in my footsteps and build yourself your very own empire of wealth!”

Even Gary Halbert says, “……believe it or not, much of this information is so electrifying; it was unknown even to me.”

Gary Halbert is recognized all over the world as America’s numero uno marketing authority.

Can you imagine Gary Halbert admitting in writing that VJ’s book and marketing power secrets are electrifying to him? I need not say more.

So, if you’re tired of having websites that are not making any money or tired of making nickels and dimes and tired of all the lousy promotional secrets from the so called internet gurus (that don’t work), and you’re finally ready to turn over a new leaf and get serious about creating real wealth from whatever products, programs or services you currently market, may be you should consider finding out more about VJ’s super secret business marketing book.

In this unique powerful business marketing book, VJ has been very kind to reveal so many dynamic business marketing secrets he used (never before revealed in one book) : the products he sold to make 100 million dollars in 2 yrs, how he promoted it, when he promoted it and how you can duplicate his success.

Would you like to know the exact business marketing “secrets” on how to find hundreds of thousands and even millions of buyers for your products and services?

Would you like to get your paws on the exact business marketing “secrets” on how to market any product to hundreds of thousands and even millions of people who really need them?

Would you love to be a millionaire, the easy way?

If you answer yes, rejoice because VJ’s book has the ultimate business marketing “secret”. ( )

If you know the business marketing “secret” on how to locate hundreds of thousands and even millions of people who are hungry and thirsty for your products and services, you can generate millions of dollars easily and get rich, like VJ!

Please feel free to copy and use this article at your website, e-zine or e-mail it to your friends and please retain the author’s resource box below.

Thank you.


Ikey Benney, CEO