Creating Wealth Through a Management Buyout

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Senior executives at many lower middle market companies are sitting on a gold mine, they just don’t realize it.  That gold mine is the company they work for.  With the aging of the baby boomer generation, we are seeing an unprecedented number of privately held lower middle market companies being sold.  These are often strong companies with long histories and solid earnings.  The incumbent management teams at these companies should be the obvious buyers when owners get ready for retirement, but they are often left in the dark and aren’t given the opportunity to participate in the acquisition.  Companies are more often being sold to strategic and financial buyers instead of management.  When I speak with selling owners after a sale has been completed, they often indicate they didn’t sell to the management team because the team didn’t have enough money to make the acquisition.  Likewise, when I speak with management teams, I find they never considered pursuing a buyout because they didn’t think they had the money to make the acquisition.  I want to tell the owners and management teams they are missing a big opportunity – Waypoint Private Capital can help management teams acquire their companies and create significant wealth.  I will show below how management can turn a $250,000 investment into $8.8 million.

As I write this article in February 2019, there is an abundance of capital available to fund good deals.  Private equity firms are sitting on billions of dollars of capital they need to deploy, but they can’t find enough good deals in which to invest.  Likewise, lenders are flush with cash and are aggressively trying to find solid operating companies that need loans.  So, when management teams say they don’t have the money to make an acquisition, I must strongly disagree.  Management teams need to look past their own savings and explore the outside capital available to them for a buyout.

The first step in the process is to find an advisor, such as Waypoint Private Capital, who can guide you through the entire process and help your team analyze and value the company, negotiate the offer, and raise the capital necessary to complete the management buyout.  Make sure the advisor is an investment banker who is licensed with a broker dealer so they can legally raise the money for the team.  They should have experience with management buyouts, M&A transactions, and equity and debt capital sourcing.

Once the advisor is selected, they will work with management to analyze the company, determine an appropriate valuation, and present an offer to the seller.  In many cases, the seller is happy to be selling to the management team and the negotiations will be very cordial.  Oftentimes, the seller will even pay the fees for the advisor.  If the management team can negotiate a fair buyout price and structure, a letter of intent (LOI) to purchase the company should be signed by the management team and seller.  It’s worth repeating that the terms of the acquisition must contain a fair buyout price and reasonable structure, because if the negotiated buyout price is too high or the structure is unfavorable, management won’t be able to find the capital necessary to complete the acquisition.

As soon as a fair deal has been negotiated and an LOI has been signed, it is time to arrange the financing.  The team and their advisor should start by determining a capital structure that will allow them enough capital to complete the acquisition and fund any anticipated working capital needs.  We recommend starting with senior debt and determining how much can be borrowed based on the cash flow and collateral of the company.  We often see lenders willing to loan 3 times EBITDA for lower middle market company acquisitions.

Once the debt level is determined, the equity needed to complete the acquisition becomes clear.  It is simply the purchase price minus the debt.  For example, if the purchase price is 5 times EBITDA, and the appropriate amount of debt is 3 times EBITDA, the equity need will be 2 times EBITDA.  To use real numbers, if annual EBITDA for the company is $4.0 million, the purchase price would be $20.0 million, debt financing for the acquisition would be $12.0 million, and the equity needed would be $8.0 million.

With the total equity need determined, management then needs to decide how much they can personally invest and how much they will need to raise from outside investors.  Equity investors do not require that the management team invests a significant amount of money into the company being acquired, but they usually want it to be significant to the team.  So, using the example above, if the management team could only invest $250,000, which is just over 3% of the equity needed, most private equity firms would find that an acceptable level if it represented a meaningful portion of the wealth of the management team.  The investors simply want to know that management has enough skin in the game that it will be painful if they lose it, thereby ensuring they will fight hard to make the company successful.

One might ask how wealth can be created if management can only invest around 3% of the equity for the acquisition.  Equity incentives, leverage, growth, and multiple expansion are the four factors leading to wealth creation in a management buyout.  The combined effects of those four factors can lead to significant wealth creation for strong management teams.

Equity investors, especially private equity firms, want to give management teams incentives to profitably grow their companies, so they will often grant equity incentives to management teams ranging from 12% to 20% of the equity in the company.  To earn that equity, the management teams needs to stay with their companies for the duration of the investment (typically 3 to 5 years) and achieve some predetermined revenue or EBITDA growth goals.

The second factor leading to wealth creation is the use of leverage to finance the acquisition.  If management and their investors use debt financing for a portion of the purchase price the required equity investment is reduced.  That debt will often be structured with an amortization (payback) period of five years that requires the company to use a portion of its cash flow to repay the debt.  After five years, the company will be debt free.  Every dollar of debt reduction causes an increase of one dollar of equity value, so just through the repayment of debt, management will have created 3 times EBITDA in additional equity value.

Growth is another factor leading to the creation of wealth in a management buyout.  Most private equity investors will have a goal of at least doubling the size of the company while they own it.  If the company doubles in size, its EBITDA should also double, leading to a doubling in the value of the company.

The final factor leading to wealth creation in a management buyout is multiple expansion.  Buyers are willing to pay higher EBITDA multiples for companies with higher EBITDA levels.  Therefore, companies that were purchased for a valuation of 5 times EBITDA  and have significant growth in EBITDA will likely receive a valuation of 7 times EBITDA when they are sold by management.  This is called multiple expansion, and it has a significant impact on wealth creation.

The table below captures the combination of all the value creating factors using the numbers from our original example.  The table illustrates the impact of EBITDA doubling, the valuation multiple increasing, the paydown of the debt, and equity incentives (15% here).  In this example, a small upfront investment of $250,000 could  grow to over $8.8 million in just five years, increasing the wealth of the management team by almost $8.6 million.

Creating Wealth Chart

So, management teams, if you sense the owner of the company you work for is nearing retirement, or just isn’t as engaged in the day-to-day operations of the company as he once was, you should give serious consideration to pursuing a management buyout.  While everything above might seem a little overwhelming at first, an experienced advisor like Waypoint Private Capital can guide you through the process and put you on the path to creating wealth for your team and your families.

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6 Ways to Sell Your Company

M&A ChoicesWhen most business owners decide they want to sell their company they often realize that they don’t know what sale options are available to them.  There are quite a few exit strategies available to owners of businesses of all sizes, and in this article we will explore the 6 most common options for selling a business and put them in the context of achieving a seller’s goals.  Those options include:

  • Auctioned Sale to a Strategic Buyer
  • Auctioned Sale to a Financial Buyer
  • Management Buyout
  • ESOP
  • Sale or Gift to a Family Member
  • Non-Auctioned Strategic Sale

The best way to choose the appropriate exit strategy is to start by determining what financial and non-financial goals the owner wants to achieve from the sale.  While specific goals for each business owner vary widely, we generalize them into just three categories: 1) maximizing sale price, 2) employee welfare, and 3) continuity.  For some sellers, financial goals are all that matter.  They want to maximize the sale price for the business, and everything else is secondary.  For others, the welfare of their employees after the sale outweighs the need to maximize the sale price.  Still other sellers are most concerned with continuity and knowing that after the sale their company will keep its current name and continue to be run in the manner they managed it.  After the business owner has thought through their goals for selling their company they will be ready to determine the best way to sell their company.

1.  Auctioned Sale to a Strategic Buyer

Goal: Maximizing Sale Price

If achieving the highest sale price is the primary goal of the seller then an auctioned sale to a strategic buyer is one of the best routes to choose.  By auctioned sale, I’m not referring to the type of auction that employs a fast-talking auctioneer with a gavel, but rather an auction process run by an investment banking firm such as Waypoint Private Capital.  In that type of auction process, we prepare offering materials, introduce the opportunity to a carefully selected group of potential buyers, help management give presentations to those buyers, and give company tours to inform prospective buyers about the company.  When we feel the interested parties are well informed, we will call for initial purchase offers to be submitted on a specific date.  We then compare those offers, give clarifying information to prospective buyers, and direct those prospective buyers where they need to improve their offers.  We then call for another round of offers.  This process may end after the second round of offers or continue for a couple more rounds until we are satisfied that the maximum sale price has been discovered with a buyer who is capable of completing the acquisition.  An auctioned sale to a strategic buyer will almost always maximize the sale price for a single transaction because it causes a competitive bidding process that uses market forces to discover the maximum sale price.

2.  Auctioned Sale to a Financial Buyer

Goal: Maximizing Sale Price

An auctioned sale to a financial buyer (e.g. private equity firm or independent sponsor) follows the same process as the auctioned sale to a strategic buyer and is often combined with the auctioned sale to a strategic buyer when the owner’s intention is to sell 100% of the company.  In that case, maximizing initial sale price is the primary consideration and will be achieved through this type of auction.

However, sometimes an owner realizes there are still significant growth opportunities for the company, but he does not have the resources or risk tolerance to pursue those opportunities on his own.  In that case he may sell the company in a two-step process by selling 80-90% of the company to a financial buyer in the initial sale, helping the buyer realize those growth opportunities over the next three to five years, then selling the remaining 10-20% of the company in the second step when the financial buyer sells the company.  Pursuing this type of sale utilizes an auction process similar to the auctioned strategic buyer process, but in addition to trying to maximize the sale price for the initial 80-90% sale, the seller needs to determine which financial buyer will be the best partner to help them grow the company so they can maximize the value of the remaining 10-20% when they sell in the second step.  The initial sale through this process often doesn’t result in a sale price as high as a seller could get by selling to a strategic buyer, but with the right financial partner, the initial and follow-on sales may result in a significantly higher combined sale price.  This process is complicated, but Waypoint Private Capital has a great deal of experience in this area and can guide companies through the process.

3.  Management Buyout

Goal: Employee Welfare

Management buyouts are one of the methods for selling a company that achieves the goal of maximizing employee welfare.  Unfortunately, this option is often overlooked because the owner assumes the management team doesn’t have the money to acquire the company.  That may be true, but management buyouts are highly financeable transactions with a great deal of interest from both private equity firms and banks.  If the owner of a business feels he has a strong management team in place that can run the business after the sale, he should discuss a sale with the team to determine if they would be interested in buying the company.  If they are interested, he should encourage them to put together an offer.  The team should work with a firm like Waypoint Private Capital to help them value the company and put together an offer that is financeable.  The owner of the company will surely negotiate certain points in the initial offer, but should keep in mind that the terms of the sale must be fair so the management team can secure the necessary acquisition financing.  Once the negotiated offer has been accepted by the seller, the management team will work with its investment banker to find the equity and debt financing partners that are a good fit with the management team, offer the fewest changes to the deal already negotiated with the seller, and offers the management team the largest equity stake in the company.  A management buyout may not maximize the sale price to the owner, but it usually results in a fair valuation that has the additional benefit of allowing the owner to recognize the contribution his management team has made in his success and help to set them up for their own shot at the creating some wealth.

4.  ESOP

Goal: Employee Welfare

An ESOP (Employee Stock Ownership Plan) is another valid option for selling a company that achieves the primary goal of maximizing employee welfare.  This option usually doesn’t result in the maximum sale price for the seller, but results in a fair sale price (as determined by a third-party valuation firm) while selling the company stock to its employees.  Because this type of sale must follow specific ERISA rules it will be a bit slower, require quite a few advisors, and have significant initial transaction fees and annual valuation and trustee fees after the sale.  This option also has more risk for the selling business owner as it is common for the owner to provide seller financing in these transactions and guarantee the bank debt used in the transaction.  ESOP transactions typically have tax advantages to the seller because installment sales push a portion of the capital gains taxes into the future, and offers significant tax savings to the company after the sale.  In addition to maximizing employee welfare, ESOP transactions also maximize post-sale continuity because the company name, management team, and employees stay intact.

5.  Sell or Gift to a Family Member

Goal: Continuity

The owners of smaller business often think that selling or giving the business to their adult children or other family members is their only option.  As we have explored above, there are usually many other options for the sale, but if continuity of the company is the major goal of the owner, they should certainly explore a sale or gift to a family member.  If selling or gifting the company to a family member, the owner will need to work with a financial advisor, estate attorney, and a valuation advisor to make sure that everything is structured in the most tax advantageous manner for both the seller and the family member.  Then the sale or gift can be completed in a single step or gradually over time.  Continuity is typically maximized through this process if the family member has been actively involved in the business prior to the sale or gift.

6.  Non-Auctioned Strategic Sale

Goal: None Achieved

The most common method for selling a company is a non-auctioned strategic sale to a competitor. While this is the most common method for selling small and middle market companies, it is usually the worst method for selling a company because it isn’t likely to achieve any of the seller’s goals.  Negotiating a sale with only one strategic buyer rarely results in maximizing the sale price because the seller doesn’t have the negotiating power that comes from competition and market feedback in an auctioned strategic or financial sale.  It is very difficult to protect the management team and employees in this type of sale, so the welfare of the employees isn’t likely to be secured.  Further, continuity is rarely achieved when selling directly to a single competitor because they almost always make significant changes to the company and management team after the acquisition.  With none of the seller’s goals being achieved, the only rationale for following a non-auctioned strategic sale process is convenience and a small savings on fees.  This is an ill-advised method for selling a company that should only be followed by uninformed business owners.

Business owners have many available options to consider when selling their business.  We explored the six most common ways to sell a business and the goals they achieve for the seller, but each option warrants further exploration.  The professionals at Waypoint Private Capital have significant experience working with business owners to help them achieve their goals in a sale process.  Please give us a call if you would like to continue the conversation.

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Does the Financial Model Matter When Raising Money?

Whether you are running a start-up or mature company, if you want to raise money from a venture capital or private equity firm, or borrow money from a bank or other lender, you are going to need a financial model.  And by financial model, I don’t mean a single page spreadsheet with some rough numbers that comprise an income statement.  I mean a financial model that includes all three financial statements, a multitude of accompanying ratios, analysis, and summaries, and very detailed assumptions that were used to generate the financial statements.

But why?  Why is all of that detail necessary?  Well, whether you are raising equity or trying to secure a loan, you need to tell the person a compelling story.  You usually don’t start with the numbers, but rather with a summary or a presentation that will grab their attention and get their interest in continuing to review the opportunity.  But then the story must continue in greater depth, and that is where the financial model comes into play.

The first chapter of the financial story is almost always the income statement.  It’s the fun and optimistic part of the story.  “In a land far, far away . . .”  Equity investors and lenders will review revenue and EBITDA to determine if those numbers warrant spending any more time reviewing the opportunity.  If they remain interested, they will continue their review by examining revenue growth rates and gross and EBITDA margins and trends.  This chapter of the story is critical.  Equity investors give a conditional thumbs up or definite thumbs down based on their review of the income statement.  They want to see strong growth and EBITDA because they will benefit down the road from a multiple of that EBITDA when the company is sold.  Lenders review the income statement to see if it is reasonable to think the company can support the repayment of their loans in the future.

The story continues in the second chapter with the introduction of the balance sheet.  For lenders, the second chapter is the beginning of a love story that describes the protagonist (the assets) and the antagonist (the liabilities).  Lenders review the balance sheet to determine what collateral they will have, how much they can lend against it, and what other liabilities are outstanding that will be competing with their loan for available cash flow.  Equity investors are usually only interested in the balance sheet to gauge how asset intensive the business is and determine how much leverage they can put on the company.

The third chapter in the story is the cash flow statement.  This chapter is a bit like poetry, the reader either sees beauty and deep meaning in it or doesn’t understand it at all.  For those who understand the cash flow statement, they know it is the truth teller.  Lenders will use it to determine the projected free cash flow that will be available to repay their loans.  Equity investors will review the cash flow statement to determine when a company will become cash flow positive, how much more capital they will have to invest in the company in the future, or when they can expect to start receiving cash distributions from the company.

Like all good stories, there is a climax, which is revealed in the fourth chapter of the financial model, the analysis section.  This section builds upon the financial statements by showing graphical representations of the numbers, trends, and summaries.  It includes margin analysis, common size financial statements, various leverage ratios such as debt service coverage ratio and total debt to EBITDA multiples.  It is a chapter that is simply putting on paper the math that good equity investors and lenders were already doing in their heads as they reviewed the financial statements.  They have almost made their investing or lending decision by the end of the fourth chapter.

The final chapter in the story is the variables section.  It is the resolution to the story that ties up all the loose ends and answers all the reader’s unanswered questions.  It is the foundation upon which the rest of the story stands.  Unfortunately, this chapter of the story is like a Russian novel.  It can be very long and detailed and reveals the assumptions the management team used to build the projected financial statements.  It is the resolution to the story that either makes the entire story believable and allows the investor or lender to make a favorable decision about the opportunity, or reveals that the assumptions aren’t sound, the foundation is weak, and the rest of the story just isn’t realistic.  Like a good Russian novel, the character and thought processes of the management team are revealed in the variables section, and final judgment will be passed by investors and lenders based upon this section.

Now back to the initial questions, is the financial model important when raising money?  The answer is an emphatic “Yes!”  So who is going to build that financial model for you?  Internal accountants and controllers should know your company’s numbers inside and out, but they usually don’t have much experience building financial models.  CFOs, if you have one, might have the experience to build the model, but are usually most skilled at building financial models for internal use rather than external facing models for investors and lenders.  If you don’t have the right person internally to build the type of model described in this article, you should consider hiring an investment banker or CFO consultant who brings a fresh set of eyes to the company, has built hundreds of financial models, and who has experience presenting and explaining those models to equity investors and lenders.  The professionals at Waypoint Private Capital can help you build the right kind of financial model that tells the story about your company.  We can also help companies with the rest of the capital raise process, including preparing the rest of the offering materials, introducing the opportunity to equity investors and lenders, negotiating the terms of the investment / loan, and closing the deal.

For further information contact:

Steve Sprindis: ssprindis@waypointprivatecapital.com   608.515.3354 or

Jim Holder jholder@waypointprivatecapital.com   918.633.2647

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Do You Want an Easy Way to Increase Earnings and Cash Flow Next Year?

Money.jpgIt’s mid-November and your company should be well underway with its planning and budgets for next year.  As you review your numbers, do you think your projected earnings could use a boost?  Could you grow faster if you had more money?  Well, there is a fairly straightforward solution that will help you achieve one or both of those goals.  The solution is to refinance your bank debt.

To start the refinance process, you need to know which lenders to approach.  You may know a few lenders who have called on your company in the past, but they might not be the best lenders for your company.  One thing most business owners don’t realize is that not all banks/lenders are the same.  Yes, they all have money they want to lend, but the culture, motivations, regulations, people, and portfolios differ from one bank to the other and even within different divisions of the same bank.  Certain lenders get very aggressive on equipment and real estate loans while others prefer accounts receivable and inventory lending.  Similarly, certain banks prefer lending for owner-occupied real estate while others are only interested in multi-tenant commercial real estate.  There are also specialty lenders who understand and lend against risks in certain industries such as microbreweries, metals companies, technology companies, and healthcare companies.  So the first step is to identify a group of appropriate lenders with which to share the lending opportunity.  Waypoint Private Capital has extensive relationships with lenders throughout the country and can help you identify the appropriate group.

After the opportunity has been shared with the group of lenders selected, you will want to have phone calls, meetings, and tours with the interested lenders to make sure they are comfortable with the opportunity.  Then ask them to submit initial proposals.  When reviewing these proposals, focus on interest rates, advance rates, and amortization periods because they directly impact earnings and cash flow.  Initial proposals from lenders will generally be based on what that lender considers to be market rates, which they then adjust up or down to reflect their perceived risk for the loan and how badly they want to make the loan.  Lenders will naturally propose higher rates if they think they are the only lender you are talking to.  However, if they know they are in a competitive situation they will get more aggressive with the rates.  Waypoint recently secured a two percent (200 basis point) interest rate decrease for a client by identifying the most appropriate lenders and creating a competitive situation for the loan which allowed us to negotiate from a position of strength.  The interest rate savings on that $18 million loan will result in a meaningful annual increase of $360,000 in earnings and cash flow for our client.

Beyond interest rates, another important loan term is the advance rate being proposed by the lender.  Advance rates can vary significantly by lender for each type of loan.  As an example, accounts receivable advance rates often range from 70% to 85%.  On a $4 million accounts receivable balance, that results in a difference of $600,000 in loan availability.  Other asset types have similar variances.  Once again, advance rates offered depend on the type of lender and how interested they are in the loan.  The advance rates have a direct impact on cash flow.

The next most important feature of a loan is the amortization period.  While some lenders indicate they have little flexibility in altering the amortization period for a loan, others have great flexibility and are willing to extend amortization periods to win the business.  Extending the amortization period on a loan can have a significant positive impact on cash flow that can be redirected to support growth initiatives.  For example, extending the amortization period from five to seven years on an equipment loan will result in a cash flow savings of $57,000 per year for each $1 million of borrowing.  So if you apply that cash savings to a $3 million equipment loan, the $171,000 cash savings could support the hiring of two to three additional sales people whose efforts could lead to significant growth at the company.

There are many other important items to review and negotiate when refinancing loans, including covenants, fees, and ongoing monitoring requirements.  However, interest rates, advance rates, and amortization periods have the most direct impact on increasing earnings and cash flow.  Waypoint works with clients across the country to help prepare the offering materials, select the best lenders, and negotiate the loan terms that best satisfy the needs of our clients.  By creating a market for the loan, we ensure that our clients find a lender that is a good fit for their company and offers competitive interest rates, advance rates, amortization periods, and other relevant terms.  These terms all have an impact on earnings and cash flow and can help you achieve the best possible results for your company.

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Successful Exits Don’t Just Happen – They Need to Be Pursued

exit-runI’m going to let you in on a little secret.  You’re not the only business owner who doesn’t understand how to sell his company.  Actually, most business owners have never sold a company and wouldn’t know where to start.  That’s completely understandable.  You have spent your career developing great expertise in manufacturing and selling engine parts, or in software development, or whatever it is that your business does.  But that shouldn’t dissuade you from selling your company when the time is right, because while you were building your company, my partners and I were developing an expertise in selling companies.  We have helped numerous business owners sell companies and can guide you through the process of selling your company.

There is one other secret I will let you in on.  Successful exits don’t just happen; they need to be pursued.  What I mean is that business owners need to proactively prepare for a sale, then let all potential buyers know the company is for sale and give them an opportunity to make a purchase offer.  The reason I make this point is that far too many business owners sell their company in response to an unsolicited offer from a competitor.  In doing so, they sell when they are unprepared, and they engage in a negotiation with a single company.  Neither of these is likely to result in the maximum sale price for the company.

Proactively preparing for a sale will make the sale process go much smoother and will likely increase the sale price.  Preparation starts by obtaining a due diligence list appropriate for your company or industry (call us and we can put one together for you), then gathering all the information requested in the list (preferably in an electronic data room).  Review those documents with an investment banker such as Waypoint Private Capital and try to identify any items that may be potential red flags for buyers.  Red flags include items such as customer concentrations that are too high, deteriorating gross margins or market share, or bloated operating expenses.  If you started preparing early enough, you will have time to fix those red flags before commencing the sale process.  Another benefit of being well prepared before engaging with potential buyers is that the seller can be responsive to requests for information and present themselves in the best possible manner.  When companies prepare on the fly after conversations with a buyer have already started, they often don’t have the bandwidth internally to be responsive, so they are typically delivering information that is rushed and in a piecemeal manner that makes evaluation difficult.  In either case, the company isn’t putting its best foot forward and leaves the buyer with a bad first impression of the management team that can cause the offer to decrease or executives to lose their jobs after the sale has closed.

While being prepared is essential to a successful sale process, the most important element of the process is creating a market for the company and avoiding negotiations with a single company.  It is unlikely that the competitor making an unsolicited offer for the company is going to start with the maximum valuation they are willing to pay for the company.  It is also unlikely that they are the only company that would have an interest in acquiring your company.  Thus, all business owners selling their company should strive to bring multiple potential buyers into the sale process.  Potential buyers might be competitors in the same business, companies in tangential businesses, companies with strong distribution in your industry, professional financial buyers such as private equity firms, or individual financial buyers who want to buy and run a company.  A good sale process will engage all potential buyers in the process of evaluating the company, first at a very high level, then at a more detailed level for those who are truly interested.  The sale process will then guide them to make offers for the company at the same time, and upon receiving multiple offers, will put the seller in a position of strength when negotiating the sale price and other important terms.  Opening the sale process up to multiple potential buyers and creating a market for the company will always result in a better outcome for the seller.

As unfamiliar as the process of selling your business may seem to you, it shouldn’t stop you from pursuing a sale in the right manner.  Being prepared and creating a market for the company are two critical aspects of the sale process.  The professionals at Waypoint Private Capital can guide you through the process and help to ensure that you receive the maximum value for the company you have spent years building.

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