Strategic Merger Planning: Ensuring Compatibility and Long-Term Success
Explore the importance of interim management companies, partner alignment, and strategic planning in mergers to ensure smooth integration and long-term success.
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Pros and Cons of a Merger
Added on 09/28/2024
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Speaker 1: Merger. You merge with another collision shop. Tax-free until you sell the underlying stock. However, as I said before, I'd always rather I was wishing I was in a deal than begging to get out. So what we did with four shops, two families owned it, what we did was Okay. What we did in this case is, as I said, if you merge these companies all together into one, what happens if you don't play well in the sandbox together? The concept of a management company is that what you do is say, Okay. I think we can work well together. I think we're going to save some money through purchase discounts with paint, other types of purchase discounts, potentially being able to hire a good CFO that's now for We do this for 12 months, 12 to 18 months, this management company. And then at the end of 12 to 18 months, they can then merge in. If they merge in and then it doesn't work, breaking these four separate companies back up again becomes impossible. So the idea here of saying we're not merging until I know that we all can work together. So we use this management company as an interim step to make sure that everyone works well together. Everyone plays in the sandbox well together. And then we can, we're rolling them up into a merger. So this is something it's different than a holding company because the whole, this will become the holding company. But all this right now says is that each of these companies sign a management agreement that said it's going to collect all revenues, pay all expenses, and take a percentage for doing management. At the end of that period, then it becomes the holding company. And you can contribute the stock into the holding company, and there is no tax consequences for doing that. So one of the, as I said, is making sure that you have the right partners. Because also, as I said before, everyone's going to exit. But if the partners are not thinking along the same lines, then they are not rowing the boat in the same direction. And I think everyone knows what happens if you have two rowers and they're not rowing the boat in the same direction. The boat goes in a circle and goes nowhere. One of the things that I do with a client, with partners, is I have a questionnaire that I have developed for the partners to talk about how they fit in the business today, what their strengths and weaknesses are, some questions on how they communicate, and saying, okay, five years from now, tell us about the business. I had one of these meetings with a client, a couple of weeks ago, and I got the questionnaires in advance, and I said, before we start, first thing I've got to correct is, one partner says he likes being at work 50% of the time, and the other one says he likes 90% of the time. I said, the first thing we've got to do is get the guy who's at 50% up, because his partnership is not going to work if you're loving life and he's hating life. Or get the other guy down. Well, and actually in the... That's possible, too. Not necessarily as good. But the other point is that by doing this five year, we can look and say, okay, do we have consensus to build a five year plan? In a couple of cases, I've ended up having to negotiate what I thought ended up being amicable business divorces because both partners realized, after we went through what their goals were, they weren't the same. So, the idea of making sure, and then that questionnaire, and the five year piece, begins the beginning of a five year plan that then you can then develop the measurable milestones for year one, two, and three to see if you're getting there and how you're going to get there. Yes. You won't pay taxes on a merger. It's an exchange of stock. It's a tax free transaction until you sell the underlying stock. Thank you.

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