Zach
81 posts

Zach
@SMB_Zach
Special Operations Veteran | Ex Investment Banker
Katılım Aralık 2021
228 Takip Edilen163 Takipçiler

@lawyer4SMBs Most bankers work 80-110 hours a week for WAY less than $1.2mm hahah
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The TWO MINDS of AMERICA:
The liberal reactions to this photo have been fascinating to witness
It highlights the deep philosophical divide thats happened in America the past decade
If you are right leaning, you see man Heroic. You see courage, bravery, character under the most severe form of adversity imaginable, death itself
These are Right wing values now.
But if you are left leaning, you have no theory of mind to understand this reaction at all. Your entire mode of reality is predicated on fear, safety-ism, paranoia
So to react in any way but mortal terror must imply outright fakery and fabrication, because surely NO ONE could ever react that way in "real life"
And for the Leftists that admit its a Heroic image, they've unmasked themselves the past 48 hours
The illusionary moral high ground was dropped off, they've been screaming and crying that they wish a man had been killed.
The pretense of “we’re the good guys” was obliterated for anyone with some shred of self awareness. Everyone’s best and worst behavior was on full display
This is not to say the Right is without its flaws, and that victory is guaranteed. Its not, and victories are short lived (as we learned with Trumps first term and all that followed)
But if you have any goodness in your soul, you are drawn towards courage, its the light of the human spirit and it draws others towards it, and shows them a way.
We are going to win, (if we are actionable and not complacement)

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@AJA_Cortes This was the most well articulated statement I’ve read on the internet about this entire event… 👏🏼
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@SMB_Attorney @smblawgroup @acquiredotcom @agazdecki Haha a broker just tried this on one of my deals.. its laughable…
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SMB Law Group (@smblawgroup) is thrilled to be a trusted legal partner of @acquiredotcom 🎉
It’s a pleasure to be working with @agazdecki and the entire Acquire team to close transactions!
acquire.com@acquiredotcom
Special podcast episode alert with @SMB_Attorney! We sat down with Eric Pacifici, who created SMB Law Group with fellow lawyers (which did $950m in closings last year) to discuss small business acquisitions. Here are common pitfalls he sees M&A entrepreneurs falling into:
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@rafaquinn What would you say your top 1 or 2 books are, of all time. No matter the topic.
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I try to read anywhere from 20 to 40 books a year. These are the most important lessons that have stuck with me and the books that gave them to me:
Gap and Gain by Dan Sullivan - Rather than focus on where you are headed, focus on where you have been. Measure yourself based on all you have accomplished, not how much is left until you achieve “success”. We have a habit of constantly moving the goalpost. Always setting success a bit further out of reach. This leads to discontent.
Enchiridion of Epictetus - Only worry about what you can control. We waste so much energy on things out of our control, it is like suffering our worst fates a thousand times over. Focus on what you can control and let go of the rest.
Meditations by Marcus Aurelius – Almost all of our problems are shared. Written 2,000 years ago by the most powerful man in the world, his daily challenges mirror many we each face today.
Zen and the Art of Motorcycle Maintenance by Robert Pirsig - Do everything with Quality. If it is worth doing it is worth doing well and our attention to detail in the little things carries over into the big things. This is the lesson I most find myself sharing with my oldest son, who is 9. He has the word quality ingrained in his mind.
Bonus, I read this on the internet, so not technically from a book:
“At a party given by a billionaire on Shelter Island, Kurt Vonnegut informs his pal, Joseph Heller, that their host, a hedge fund manager, had made more money in a single day than Heller had earned from his wildly popular novel Catch-22 over its whole history. Heller responds, “Yes, but I have something he will never have — ENOUGH.”
Knowing when enough is enough and finding joy in what we already have is the secret to a fulfilling life.
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@misterlink @ByMendel @SBA_Matthias It’s also bc one you have the SBA lien you can’t takeout a HELOC. So do it prior to the SBA so you have the option if you need it.
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@ByMendel @SBA_Matthias If nothing else, it’s good to have the buffer in case you need the funds!
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Like some other search/ETA folks, I decided to set up a HELOC to limit my available home equity to <25% to keep the SBA from putting a lien on my home when taking out an SBA loan. I figured I'd share some of my takeaways:
The HELOC market right now is not nearly as friendly to consumers as it was when I set up a HELOC back in 2017 on my previous house. Rates are higher (obviously) but there is less of an appetite to lend and there is now a wide spectrum out there when it comes to fees & LTV (loan to value ratios) and other terms so you have to do a little extra digging to find the right fit.
I set my HELOC up with PenFed Credit Union at 85% LTV and an interest rate of prime + .75%; they were straightforward to work with other than their login process being a little clunky (separate accounts for application vs managing your account after application). Penfed doesn't charge closing costs unlike some others that wanted to charge points & other closing costs. Took me just over 2 weeks start to finish to set it up.
Credit Unions seem to usually have the best rates. Some banks & credit unions offer higher LTVs all the way up to 100% but the interest rates start going up a few more percent on the HELOC to compensate them for risk when you are doing a high LTV. For example: Better . com quoted an 11.25% (prime + 2.75%) rate along with $3800 in points fees for a $250K HELOC! No thanks.
Another option I considered was Signature Federal Credit Union which seems to have a decent reputation and does a lot of HELOCs - they offer up to 100% LTV with a max of $250K. Processing time is slower around 4-6 weeks.
If you are ok with 80% LTV, ThirdFederal is a good option - their rates are probably the lowest at prime -1.01% (7.49% right now).
The lenders I mentioned above are all national lenders and should generally be an option in most or all states. There are also some lenders that are good but only work in some states. Truist Bank (who I have my primary mortgage with) offers 89% LTV and good rates at prime + .35% but doesn't do HELOCs in WA state so I couldn't use them.
Hope this helps save someone some research time!
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@bentigg @ClintFiore Correct me if I'm wrong @ClintFiore but I think by “off-market” he means there is no broker to provide any guidance… It’s a direct deal between you and the seller.
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Push the broker to disclose a valuation range in which the seller would transact, they usually do give some type of guidance in an undisclosed or off-market deal. They throw out a high number. If it's really high, I'd say based on my understand of biz this should be the 5-6x so it sounds like the seller isn't really motivated to transact. If seller wants an all-cash, close in 30 days offer, please keep me in mind. Then set follow up for every 4 weeks for next 6 months checking in as they likely won't transact at that high multiple.
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We would work nights on deployments- late afternoon wake ups to this.
“Death Waits in the Dark”
When busy- we would get back just as breakfast started after 8-12 hours of flying.
And when we flew like that it wasn’t for site seeing.
But occasionally I could find the opportunity to drink coffee on top of shipping container and see a little bit of real daylight.

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@ClintFiore Really well laid out! Coming from middle market investment banking this one hits home.. So funny to see these try to get pushed from brokers. Some are fair and worth the conversation but others are simply blatant attempts to juice the numbers. Great post with a ton of value!
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@SMB_Zach Thank you, I really appreciate that. I will try to keep it up! 😅
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The NWC Peg is one of the most important things you negotiate when buying a business. Save yourself a lot of frustration and get this built into the LOI before going into due diligence.
NWC = Net Working Capital, or roughly Current Assets - Current Liabilities.
It is, aside from fixed assets, what the business uses to operate. Including receivables, payables, inventory, debt, and cash.
By setting an NWC Peg you and the seller are pre-agreeing on the the net value for these items at the moment the business is purchased. This prevents the seller from liquidating all inventory or taking on new debt the day before they hand you the business.
1. Set the historical period you will use to calculate "normal" NWC. We usually use 12-24 months. In a rapidly growing business, you may need to even go shorter, as fast growers generally use more capital.
2. Measure month to month, not year to year. You want more data points to get better accuracy.
3. Adjust for seasonality if necessary. I only do this for extreme examples (Sled distributor, for example).
4. Agree on a number. The seller will want a low NWC and the buyer will want a high NWC. It is a negotiation.
Once agreed upon, the calculation and final number should go in the LOI. I literally copy paste the Excel worksheet of the final computation into the LOI.
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