Step 3 - Determine the Enterprise Value (Headline Value) of the business . This can be as simple as multiplying the Normalised EBITDA * the multiple x. Step 4 - Create a formula for any earn-outs . This is usually done when the Seller is insisting that the business will outperform the Normalised EBITDA in the first year. The basic concept is that if this happens, the Seller can participate in this excess as an earn-out which is contingent. Step 5 - Note any long-term debt, director's loans and estimate what excess cash in the business might be (see chapter on working capital). An offer will simply state a formula but this will be used when explaining the offer. Step 6 - Ascertain if the Sellers are going to leave any shares in the business. If so this becomes a partial buy out which has many implications including the need for a Shareholders Agreement (SHA) during the legal process but also how dividends will be calculated/distributed, any interest related to debt to by the business handled, the role of the minority shareholder on the board, etc. Step 7 - Determine if the Seller is staying in the business and what their pay rate should be. This is normally a day/half rate for simplicity. A starting point is that any time spent by the Seller who is exiting for the first month is considered handover and not paid and any activities after one month are paid. This idea is it will be a mix of both and even out but this is a somewhat generic approach and every situation is different. Our experience is that exiting Sellers are cycled out of the business much quicker than expected during the planning phase. Step 8 - Assess any special considerations that you would want documented at this stage. For example, will the owner's children agree to stay in the business? Is the offer contingent on certain events happening like a customer renewal or a certain profit level? etc.
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