What to do a few years before selling your business

When his father was 67 years old, an unforeseen financial crisis forced the succession. Patrick Bermingham, Bermingham Construction, knew his father did not have the appetite to fight for the company’s survival; in one moment, his father shook his hand and Patrick was put in charge.

“My father was the supreme leader, but after that handshake, he never questioned my decision making.” Stepping into a precarious financial situation meant that Patrick had to make rapid decisions and get a plan for survival.

“I needed money. I bought a new suit from Harry Rosen. I got on a plane to Japan. I sold a patent. It enabled me to stabilize the business,” he says.

Then he set his long-term plan which meant looking at the hard truths.

Patrick needed a family succession plan, but knew that his children were much too young to take over. He could also see the valuation was too low to sell the business. He eventually decided to transition the business to outside owners by allowing the employees to buy shares , and not to do succession planning for the next generation of the Bermingham family.

When it comes to the family finances, structuring existing money can be done several years before a sale of a business or any other significant liquidity event. Trusts can be structured more favourably in times of low interest rates and low valuations for company stock.

At the time of Bermingham’s low valuation, when a sale is not possible, it may be suitable to transfer ownership in the family business to a trust at favourable terms. You can allow for a more tax effective transfer of ownership than during times of high interest rates or high stock valuation.

Patrick decided to do an estate freeze for his family. Then Patrick began the transition process by allowing employees to buy shares in the company. The company’s debt-equity ratio was still too high though, and the company needed more investment capital. Again, Patrick brought in experts to help organize and manage a partnership with private equity.

Eventually, after four years, the company was bought back from the private equity firm. When it came time to sell to a world class, strategic corporation, a few years later, Mr. Bermingham said the company was polished from all the steps taken along the way. “The secret of transitioning your business is that it is a long term process. You hedge your bets and maximize your value by buying and selling and then buying back parts of the company. It is not something you do suddenly.”

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By, Jacoline Loewen, column

special to the Globe and Mail.

Selling the family business: legacy or leftovers?

Family business owners who are considering selling are often discouraged by the question, ‘what will I do now?’ according to Dr. Tom Deans, former business owner and author of "Every Family’s Business." In an interview, Deans said that owners’ identities often get so wrapped up in the business that they find it difficult to imagine life after the company is sold.

To overcome this barrier, it’s important to frame the question more personally. He recommends asking ‘who will I be?’ The answer can then form the vision for the family legacy and provide a critical piece of the puzzle. After all, to be profitable, he or she needs to define the vision for the family business.

When running a business, most founders and owners need to reinvest their money back into the business in order to have the cash flow to build client orders. Concentrating this money into the business finances the parts and the salaries required to get product out of the factory door and into the hands of the customer. This means that extra cash is absorbed, and for many years the family business does not spin off large salaries and a wealthy lifestyle.

During the sale of a business, owners often leave legacy issues on the back-burner. Due to the hectic pace of due diligence and negotiation before a sale, issues like governance and long-term goal setting are often neglected. Yet ironically these ‘softer’ issues are often the hardest to confront.

When a company is sold (known as a liquidity event), it can bring sudden wealth – even richness – which can and will affect individuals and their families who may be unprepared.

“Making money is very different from protecting wealth,” said Deans. “Owners are good at solving problems and they can see transitioning as another problem to solve. Managing new wealth is about risk aversion and relinquishing control.”

It’s counterintuitive for owners who have success from taking risks and being in control. Within the family business, it will now be far more about being co-operation and preparing the heirs.

Choosing how to structure and manage the newly liquid assets can freeze up the owner and their family. Answering the following questions can help unfreeze the move from family business owner to family wealth manager:

What does the wealth mean for the family? Is it important to leave a family business legacy? Family business owners can create the legacy with their wealth, but Deans cautions against pigeonholing future generations.

“Many owners make the mistake of instilling pride in the family business; that life is about tradition and not about pursuing their own dreams – and definitely not about reaching their full potential. Imagine if Henry Ford had followed in his father’s footsteps as a farmer, and Steve Jobs in his father’s footsteps as a restaurateur?”

What’s the risk level of each family member? Insufficient oversight of their business affairs and inadequate awareness of potential risks means families are more exposed than they realize. Each family member’s level of risk tolerance is obvious when skiing or driving a car, but not when planning the family legacy.

What risks can the family agree to take together? Constructing a risk framework around each of the family members will give a common understanding of the family goals, reduce the stress and improve the mood at future family get-togethers.

What to do first? It’s common to delay the decision making process because the first step is the most difficult. It’s safer to maintain the status quo than to risk a family argument. Reading about other family business stories and distributing case studies of similar family business situations can begin the conversation. Organizing a meeting with other family business owners who sold and have been through the journey to wealth management will also help inspire action.

“There are financial advisors to assist business owners through this transition to wealth. Families are complex and emotional. Using financial experts is not a sign of weakness, but of strength and wisdom,” said Deans.

The road from running a family business to managing the family wealth is well-trodden. It may seem an ideal situation to outsiders, but family businesses who have gone that route know the challenges. But one thing is for certain: those who make the conscious decision to build a family legacy and get the governance in place to manage their wealth will have a smoother journey ahead. “This is how new money becomes old money.”

Jacoline Loewen is Director of business development, UBS Bank (Canada). Prior to joining UBS, Jacoline served as director of Crosbie & Company Inc., specializing in finance for private capital business, owner-operators and family businesses, specifically acquisitions, restructuring, sales, successions and private equity financing. She has over 20

years' experience working with owner operators, family enterprises and in strategy. Jacoline has authored numerous works, including Money Magnet: How to Attract Investors to Your Business, used as a textbook by various business schools across Canada. She is also a regular columnist for The Globe and Mail.

You can follow Jacoline on Twitter @jacolineloewen or contact her at 416-345-7012 jacoline.loewen@ubs.com

Lessons in finances by FIFA World Cup Soccer 2014

World Cup soccer has lessons that can be applied to how we choose to live our lives. The National Post has a great article on the topic:

When Robin Van Persie jumped into the air and headed in the goal against Spain, the crowd went wild. Van Persie earned his reputation as The Flying Dutchman and one of the world's best players. But those astonishing plays are the exception, not the rule; teams can’t rely on them to win games. At the end of the day, good defensive soccer moves are equally important as jaw-dropping goals, although they’re often given less attention. If you want to win, stopping opponents at midfield may not bring in the glory, but it’s a vital component of the game. It’s great to score five goals, but you still lose if they score six goals against you.

The same is true in the game of personal finances. Just like in soccer, if you want to succeed, you need a good defensive strategy. It’s nice to bring in the big bucks, but if the money leaves your bank account faster than it comes in, at the end of the day, you will lose the game.

Jacoline Loewen and be reached at email - jacoline.loewen "at" ubs.com

5 Ways investing is the same as running a business

Many of my baby boomer clients wonder whether they should keep their wealth in their businesses, or sell and invest the proceeds elsewhere. While they understand the need to diversify, they find investing in other markets less appealing since they don’t have the experience and perceive it to be a greater risk.

Working with business owners, my challenge is just as much about helping them invest money as it is helping them change their perception of themselves. You see, many of my clients view themselves as business owners when they should be thinking of themselves as family wealth managers. This is a surprisingly difficult shift for owners to make.

I first heard about this concept from a multi-generation family business owner who viewed his role as “caretaker of the family wealth” and, given that they had been successful for four generations of the business, there was clearly a message here.

Another difficulty for owners is to realize that their level of risk has changed. There are now a number of different investment products designed to deliver returns against specified risk levels such as hedge funds which help diversify some of the risks associated with owning only equities. The equity stock market has long been the primary diversification option, but fears of volatility, crashes and other forces beyond the control of a business owner have often seen only a small portion of their wealth invested. Today business owners can tap into a far wider range of investment options, as well as good portfolio managers at reasonable prices.

The change in mind set from business owner to family wealth manager is daunting, says David McLean, founder of the ROMC Fund. His advice applies to business owners who are used to weighing risk and the likelihood of returns, and who approach their investing with the same passion as owner-operators. Here are a few ....read the rest at The Globe and Mail.

Jacoline Loewen is the director of business development of UBS Bank (Canada), named Best Private Bank Globally 2014. Ms. Loewen is also the author of Money Magnet: How to Attract Investors to Your Business. You can email her at jacoline.loewen@ubs.com or follow her on Twitter @jacolineloewen.

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River Cree with Crosbie issues the first cross-border bond from a Canadian First Nation

There has been a complete make over of the Thomson Reuter PE Hub website and the editor, Kirk Falconer, is scooping up stories on a usually closed industry of private equity. Here is his latest story on the innovative deal done by Crosbie with one of the leading First Nations casino enterprises:

River Cree Enterprises said it has issued the first cross-border bond from a Canadian First Nation-owned entity, tapping a group of Canadian and U.S. institutional investors. The bond issue, estimated by The Globe and Mailat $200 million, has helped facilitate the Enoch Cree Nation‘s acquisition in partnership with River Cree Enterprises of sole ownership of the Edmonton, Alberta-based River Cree Resort and Casino, buying out minority partnerParagon Gaming. Advice in connection with the acquisition and financing strategy was provided by investment bank Crosbie & Co, which confirmed that the bond issue attracted interest from investors that are active in alternative assets markets. The casino will be managed by gaming property operator Sonco Gaming Inc of Halifax, Nova Scotia. Torys LLP was one of the legal advisors on the deal.
Read the rest here