July, 2016     
MidMarket Talk:

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The Alliance of M&A Advisors invites you to check out our new Members here.


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Upcoming Chapter Meetings
Keep an eye out for these
Fall Meetings

Attend a Chapter Meeting near you! 

Arizona Chapter Meeting 
Wednesday, September 7th 

Cleveland  Chapter Meeting
Tuesday, September 20th 

DC/MD/VA Chapter Meeting
Wednesday, September 21st 

Midwest Chapter Meeting
Thursday, September 22th

European Chapter Meeting in Amsterdam
Saturday, October 8th

Central PA Chapter Meeting
Wednesday, October 12th

Alliance Members at IR Global office in Zurich 

David Sheppard, CM&AA, MedWorld Advisors and Balthasar Wicki, CM&AA, Wicki Partners met in Zurich to discuss the possibilities of future collaboration. The meeting was successful and both parties look forward to further engagement that will benefit our respective clients, cross-border activity and potentially establish a model that will be a positive example for the AM&AA and IR Global member collaboration. 

Get Involved

The below chapters are in the development stages.  Want to be more involved with a new chapter in your area? 

Please email  Corinne Samuelson for more information or to schedule a call with our Director of Member Services, David Belew.
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Buyouts Insider is proud to announce the
9th annual PartnerConnect West Conference Sept 27-28 which features Buyouts West, Venture Alpha West and the Private Real Estate Summit. Our "event of events" is guaranteed to supercharge your deals strategy and expand your network through our ExecConnect program connecting LPs and GPs in private 1:1 meetings. AM&AA subscribers will receive  $100 off any ticket now through August 1st with the code  AMAA100. See here for more: 

Registration is now open for The 2016 TMA Annual Meeting  being held November 2-4, 2016 , at Disney's Yacht Club Resort in Lake Buena Vista, Florida. Register by October 7 to receive the early bird discount. 

Attend The 2016 TMA Annual to connect with senior leaders in the turnaround and restructuring industry as well as peers from outside your local business community. The 2016 TMA Annual presents top-tier professional development and relevant programming, along with several facilitated networking events with fellow attendees. 

For the following discounts, use promo code: AMAA when registering at: https://turnaround.org/ 

Early Bird - $1345 ($150 off)
Advanced - $1480 ($165 off)
On-Site - $1615 ($180) 

There's Still Time to Register for the 2016 Summer Conference! 
July 27th - 29th in Chicago, IL
Join the Alliance at the 2016 Summer Conference for
MidMarket M&A Professionals

The Alliance Summer Conference brings together today's M&A dealmakers to define the trends, challenges and opportunities in middle market activity now.

The line-up of professionals attending includes executives from preeminent investment banks and intermediaries, leading private equity investors, senior and mezzanine lenders, CPA's, attorneys, business valuators, consultants, and other M&A advisors. We expect to have over 400 attendees, representing countries from all over the world. 
To see a list of the companies represented, click here

Don't miss out on the industries best content and leading speakers!

Business Transaction Marketplace:
Information about Transition Planning, Business Valuations and M&A 

By: Darrell V. Arne

Working Capital (W/C) in Business Transactions
In a business transaction, buyers are likely purchasing the Enterprise Value (EV) of the target company. Here's the formula: EV = W/C + Fixed Assets + Intangible Assets. Fixed assets are relatively easy to quantify. Intangible Assets (e.g. Goodwill) are typically residual amounts. This leaves the W/C to quantify - I call it the gas (see Article ). 

Key Question. How much gas is enough to power the business ( car) to produce the operating cash flows that a buyer is ultimately purchasing? This amount of gas (we'll now call it Target W/C) is one of the most disputed issues between the buyer and seller in a business transaction. Dealing with the issue of Target W/C early in negotiations - even at the LOI stage - will help mitigate potential disputes and increase the chances of a successful closing. 

In this article, we will define W/C for transaction purposes, describe three methods to quantify Target W/C, list special situations involving W/C, and describe how W/C is documented in definite agreements. 

Read Full Article Here

Lutz M&A Professionals Attain Certified Merger & Acquisition Advisor Designation

Omaha, Neb. (June 2016) - Omaha- based Lutz M&A, a provider of merger, acquisition and strategic advisory services is pleased to announce that Brad Lehl and Ryan McGregor recently attained the Certified Merger & Acquisition Advisor (CM&AA) designation. Awarded by the Alliance of Merger & Acquisition Advisors (AM&AA), the CM&AA is the benchmark industry credential and serves to maintain the highest standards of excellence among M&A professionals. For more information about the AM&AA and CM&AA credentialing program, go to www.amaaonline.org

 Read Full Press Release Here

Apply For Our Next Class
Sept 19-23 in Chicago, IL

The CM&AA (Certified Merger & Acquisition Advisor) Certification has become the "Gold Standard" for Middle Market Corporate Financial Advisors.  The 5-day program builds on your existing skills providing you with the necessary framework--and network--to further advance your professional and financial goals as well as those of the clients you serve.
Other dates and locations available on our  website, call us at 312-856-9590, or reach us by email at  info@amaaonline.org

When Buyers Call...What Do You Say After Hello?

By Len Russek, Transworld M&A Advisors

From time to time, owners of mid-size businesses receive calls or letters from potential buyers expressing interest in acquiring their business. Most owners are flattered to be courted, even if it's a competitor who is calling. So, how might the business owner respond? 

Today, the caller is most frequent either,
1. an intermediary seeking to find a company for a buying client
2. an intermediary seeking to represent the owner in helping them sell,
3. a private equity group (PEG), a search fund, an independent sponsor, or similar,
4. and, lastly it might be a competitor or a potential strategic buyer.

So what do you say after Hello? Let's discuss the list in reserve, since I could personally be the intermediary in  1 or 2 above. In all cases, the first step is to get an acceptable Non-Disclosure Agreement (NDA) in place before sharing information. A respectable intermediary will typically offer to immediately send you a signed NDA. 

Read full article here

  Articles Are Written By Our Expert Members

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With over 32,000 subscribers, MidMarket Talk is a great place to be featured. Members can submit their articles and media trades to Tracy Flack.
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M&A Integration: Creating Value From A 'Carve-in' Transaction

By: Nitin Kumar, CM&AA 

Most people have heard of conventional M&A integration and also Diverstitures (be it carve-outs or spin-offs). However, the rare cases of carve-in transactions exist as well, albeit less prevalent than the former deal types. It does have its own triggers, rationale, transaction process, nuances, and approach to integration which marginally differ from conventional M&A integration. Having had the good fortune of executing two of these during my career (both public companies), I thought I would share my thoughts on this topic.

So what exactly is a carve-in?
A carve-in transaction refers to those deals when a parent wants to integrate or re-integrate a fully or partly owned subsidiary into itself driven by various triggers such as market pressures, a mega-transaction resulting to threaten the existence of the subsidiary due to conflicts resulting from the transactions, drastic changes in the channel structure or business model changes due to acquisition of a new technology which promises to extract higher value from the integrated operations than a standalone subsidiary. 

Although several nuances of conventional M&A integration are still relevant, the focus with carve-in integrations are on a variety of different issues. 

Read full article here

Why Scaling Company Size is so Challenging...

By Carl Sheeler, Ph.D., ASA 

If a company founder needed to have a $50 million business and was half way there after 20 years at the helm, is it realistic s/he can expect to get there in 12 to 36 months? Has s/he sought an investment banker with industry, private equity or family office contacts that my consider a minority interest? 

This effort achieves several things:
> It provides more capital to accelerate growth and allows the founder to pocket some liquidity while having a possible candidate to acquire the balance. 

> It allows for a fresh set of eyes for existing and future challenges and opportunities the equity investor may have a deeper rolodex of relationships and knowledge than the founder

>It may provide a degree of professional management to navigate scaling the business both organically and through acquisition

The above is one of the reasons it's good to know folks with a background in the private capital markets. They may assist existing financial, legal and tax advisors in positioning the company for the highest net proceeds. 

And, if the banker does not know somebody who is a family business advisor, outreach in this realm is often a must. Why? About 50% of transactions go south before or near the 11th hour. This is after hundreds of hours of professional time and thousands of dollars in advice. WHy? The emotional issues of the founder, family and firm may have been overlooked as most advisors are looking at their blocking and tackling roles. 

Read the full article here

Interested in Becoming A Member?

Members of the Alliance of M&A Advisors (The Alliance) represent businesses ranging from $5 to $500 million in transaction value. Membership with The Alliance provides access to a worldwide network of 1,000 Independent M&A Professionals, exclusive pricing on conferences, certification and training opportunities, special discounts on cutting edge software, as well as speaking and publishing opportunities. 

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(The Alliance) is the premiere International Organization serving the educational and resource needs of the middle market M&A profession. Formed in 1998 to bring together CPAs, attorneys and other experienced corporate financial advisors, the Alliance's 1000+ professional services firms - including some of the most highly recognized leaders in the industry-draw upon their combined transactional expertise to better serve the needs of their middle market clients worldwide.