The Focus Advisors Process

• We help prepare the business and collateral so it's as attractive to buyers as possible.
• We solicit interest from multiple buyers and investors. Sometimes we run an auction and sometimes we target the buyer you identify as your first choice.
• We negotiate and structure the deal to meet your needs. We identify and avoid traps like unrealistic earnouts and lease agreement concessions.
• We help manage the other important resources on your team, like accountants, attorneys, financial advisors, estate planners, lenders, landlords, insurance brokers, appraisers, escrow officers, and others who are involved in your transaction.
• We advocate on your behalf as buyers question asset and operational qualities to reduce the purchase price.
• The process is very time consuming. We run it so you, the owner, can focus on running the business to maintain its performance and value.

After exchanging an NDA and you providing some financials to us, we begin with a short no-obligation analysis of your business, location and other metrics to estimate value and potential suitors. We then send you a proposal outlining our process, a range of possible values and follow up with an Engagement Agreement.

After engaging with us, we prepare a Confidential Information Memorandum or Summary that details your business, its assets, relationships, financial performance and its growth potential, along with a target list of buyers/bidders. We take your business to market confidentially, providing detail to just the serious bidders with whom we have signed NDAs. Depending on the opportunity we run an auction or give a buyer who will see strategic value an opportunity to preempt the market and make a premium offer.

Once we've identified the most likely bidders, we ask each of them to submit an Indication of Interest — a draft Term Sheet with all the key terms, conditions, and other important attributes we expect in an offer. After receiving the Indications of Interest, we negotiate the key terms and conditions and come to an agreement subject to your approval. Sales price is just one determinant of value and is greatly influenced by the other details in an offer: due diligence requirements, asset or stock consideration, time to close, required "reps and warranties," lease terms.

We help you identify and qualify the rest of your team including accountants, attorneys, personal financial advisors, estate planners, lenders, landlords, insurance brokers, appraisers, escrow officers, and others who are involved in the transaction. As your representative we defend your business value along the way, as buyers seek adjustments for things like the condition of assets, work in progress, etc.

No two businesses are the same. The key factors affecting value for buyers today are: Revenue and EBITDA, location size and capacity, expansion opportunity, DRP diversification, OEM certifications, experienced management remaining with the business and the quality and number of trained technicians.

This means purchase prices vary depending on these key factors. Generally, buyers make offers on a multiple of reconstructed EBITDA or a % of revenues. Larger MSOs sell for larger multiples than smaller MSOs and single shops. We see this gap widening over time as consolidators improve their efficiency in opening brown and greenfields.

We respect the need for and maintain complete confidentiality throughout our process. We begin our relationship with a Non-Disclosure Agreement (NDA). This is a written commitment that your financial information, your plans and even the fact that you are considering selling is never revealed to anyone outside our organization until you approve. When we go to market, we do so with a "blind" document that describes the business in a way that shields the identity of the seller until prospective buyers also sign NDAs.

Additionally, we have a long history with all the large buyers with whom we maintain blanket NDAs. We maintain confidentiality throughout the entire due diligence and closing process, including scheduling site visits and inspections after hours. Only the key people you designate are brought into the process when they are required. By the time final due diligence and insurance relationships are being confirmed, most deal terms are already locked in.

We are paid a percentage if and when you successfully sell your business or raise capital. We also charge a nominal monthly retainer while we prepare your business and collateral to go to market.

We are always happy to share our thoughts about your business and market and where the industry is headed for no cost or obligation, including taking a deeper look at your financial and market positions. Contact us and we'll setup some time to talk and, if you would like, follow up with a financial and market analysis.

Most buyers don't want to own real estate. They just want to own your business and its operating assets. Focus Advisors has a real estate sales arm that collaborates with the national firm of Marcus & Millichap to assist in the sale of your real estate.

As a business is being sold, we structure your new tenant leases so they maximize the value of your real-estate. Once the business is sold, we prepare with Marcus & Millichap an offering memorandum for your real estate that is distributed to a wide variety of property investors — increasing your odds of getting the best arrangement.