IN THIS ISSUE:
www.masource.org
NO.06
ISSUE
SUMMER 2024
© M&A Source. All Rights Reserved. | The insights and opinions expressed herein are those of the authors and do not represent professional counsel nor an endorsement by M&A Source.
The Bridge
U P D AT E S & I N S I G H T S
F O R T H E L O W E R M I D D L E M A R K E T
A QUARTERLY PUBLICATION
OF THE M&A SOURCE
Chair’s Letter
An Interview with
M&A Source Member,
Jeff Snell
The Lowdown on
“Naked Tail” D&O
Insurance
M&A Source Spring
Conference 2024
Embracing ESG
Analyst Considerations of
Taxable Stock Purchases
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Updates + Insights
for the Lower Middle Market
T h e B r i d g e | S u m m e r 2 0 2 4 | 3
Content.
NO.06
ISSUE
SUMMER 2024
The Bridge
A QUARTERLY PUBLICATION
OF THE M&A SOURCE
Get an overview on some of the
latest initiatives from M&A Source.
LETTER FROM THE CHAIR
04
Get a recap of activity at the Spring 2024
Conference & Deal Market.
M&A SOURCE SPRING
CONFERENCE 2024
06
Find out what’s changed with Tail
policies and what it means for selling
your company.
THE LOWDOWN ON “NAKED
TAIL” D&O INSURANCE
16
Read personal insights into a career in
M&A with our latest member interview.
AN INTERVIEW WITH M&A
SOURCE MEMBER, JEFF SNELL
10
Dive into the future of deal-making and
strategic integration of ESG.
EMBRACING ESG: WHY (AND
HOW) SUSTAINABILITY SHOULD
GUIDE YOUR M&A TRANSACTION
12
Explore an overview of tax benefits (and
complexities) that come with transaction
structures.
ANALYST CONSIDERATIONS OF
A TAXABLE STOCK PURCHASE
M&A STRUCTURE
18
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Chair’s Letter
As we enter into the second half of 2024 it’s
a good time to reflect on the personal and
professional goals we set for the year and
where we stand. Doing so helps us see the
successes and also focuses us on what may
still need done.
Strengthening
Our Community
We have many successes to celebrate so far
this year at M&A Source, including but not
limited to our fantastic Spring Conference and
Deal Market in May, the celebration of our top
deal makers with our annual awards program,
our expanding suite of member benefits,
and the growing breadth of our educational
offerings.
As I contemplate the next six months for the
association, my star ting point is our mission
statement. Last year, the M&A Source
Board made some seemingly small but very
impor tant changes to the M&A Source mission
statement, which now reads:
To be the source of professional
development, relationships, and deal
oppor tunities for the lower middle market
business transaction community.
This simple statement makes clear what our
priorities are (professional development,
relationships, deal oppor tunities) and who we
are here to serve (LMM business transaction
community). I see great alignment between
our accomplishments so far and our mission,
but what really excites me is the word
“community.”
Our community is pretty multi-faceted when
you think about it. We need to suppor t the
new/emerging advisor with cer tain types of
education and resources that will help them
be successful, while on the other end of the
spectrum we have very tenured, multi-office
advisors who have different education and
resource needs. Fur ther, we also need to help
advisors connect with the buyers/investors,
so that deals can get done and everyone
(especially clients) wins. If we are successful
in meeting the needs of these par ties, what
we can create is a power ful ecosystem of
learning, sharing and growth – an oppor tunity
community.
We have been on an intentional path of
strengthening the association’s offerings with
this community vision in mind and it’s been
the driving force behind our decisions. After
months (and in some cases years) of planning
and work, there are a few I want to highlight:
Our new, online, on-demand M&A Foundations
course has just released, providing access to
21 modules of introductory education delivered
by our industry’s top performers
Over a year in the making, this course fills
the knowledge gap that exists when a person
decides to star t working on LMM deals. It is,
literally, the foundation upon which fur ther
learning and skill development can then occur
When we help emerging advisors learn how
to excel in this profession quickly and with
professionalism and integrity, we strengthen
our community.
Our member benefits continue to grow,
providing valuable annual savings
For example, M&A Source made a significant
investment to secure a 50% savings on
SourceScrub, which alone provides thousands
of dollars in annual savings. In par ticular, this
product is extremely attractive for our mid to
large-sized, tenured members, and it is also
commonly used by investor groups (private
equity firms, family offices, etc.)
Lamar Stanley
M&A Source 2024 Chair of the Board
T h e B r i d g e | S u m m e r 2 0 2 4 | 5
Improving members’ bottom line while giving them
access to industry-leading tools strengthens our
community.
We are expanding our membership to include investor/
buyer firms
Our community simply isn’t complete until we can fully
bring together LMM-focused advisors and investors.
Our Conference & Deal Market allows us to accomplish
this in person twice a year, but there’s so much we
can learn, share and connect on in between those key
events as well.
When members have regular access to opportunities
with like-minded professionals in our organization, we
strengthen our community.
We are reinforcing our status as the LMM
leading organization
LMM business transactions have unique attributes
and we have long been the only association really
focusing on the needs of this niche. We are only on
the cusp of our growth potential as more professionals
within this segment come to realize M&A Source truly
is THE source for education and oppor tunity in this
space. With our long-standing focus on excellence
and relationships, we’ve organically grown a reputation
for quality and we’re now reaching out intentionally
to promote the association’s resources like never
before. This is best seen in the launch of our new
sister website, DealMakerInsider.com, where we
speak specifically to the educational needs of large,
investment banking-level advisors.
When we diversify and grow our community with all
levels of expertise, we all become stronger.
As you can readily see from just this shor t list, our
different members have different needs and the M&A
Source has made notable strides in providing value to
each. But what’s really exciting is the circular pattern
that emerges as our community grows and flourishes
– that is, as we each achieve a new skill, connection
or done deal we, in turn, bring that experience back
to the community and enrich it. As such, you begin to
realize that while M&A Source provides the structure,
channels and resources, it really is the members that
drive our greatest attributes.
I hope you share in my excitement for what lies
ahead, not the least of which is our upcoming
Fall Conference & Deal Market in Las Vegas. There
is simply no other LMM community event that brings
together more learning and deal oppor tunities in this
end of the market. I look forward to seeing you there
and to sharing ongoing updates in our Chairs Corner
webinars and Leadership Meetings.
Best Regards,
Lamar Stanley
M&A Source 2024 Chair of the Board
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M&A Source Spring Conference
2024, Louisville KY
HERE WE ARE AGAIN, COOLING DOWN FROM A FANTASTIC CONFERENCE, THIS TIME AT THE GALT
HOUSE IN LOUISVILLE. THE BUSINESS CARDS ARE ALMOST ALL IN THE CRM, FOLLOW-UP PHONE
CALLS ARE DONE, AND YOUR HUMBLE AUTHOR IS SITTING DOWN TO MEMORIALIZE ANOTHER
CONFERENCE IN THE BOOKS.
I came across a news article about the Kentucky
Derby at Churchill Downs that occurred in our host
city a week before we met. The description and
photo certainly painted a picture of exhilaration and
excitement as the horses nosed across the finish line.
But the thrill of the third-party account must pale to
the experience of being in that crowd in person on the
day of the race.
I have a dilemma similar to that reporter’s. Can I fully
describe the events of the conference to capture
the essence of participating in person? I cannot. So,
tasked with an event recap to stir a desire to attend the
Fall conference in Las Vegas, I have probably already
fallen short of my charge from the Communications
Committee.
Nevertheless, here we go!
Out of the gate, we were challenged by a great
selection of courses offered by the finest
thoroughbreds in the Lower Middle Market. Pat
McDonald (general M&A), Evan Ottaviano (QOE), Jim
O’Sullivan (Legal issues in closing), Mike Adhikari
(DCF valuation), Monty Walker (Working Capital), and
Jim Afinowich (M&A auction process). They all took
considerable time and effort to put together content
that every advisor needs to know to be in the race. We
thank the for their efforts.
By Mark Travis
Skylight Intermediaries
T h e B r i d g e | S u m m e r 2 0 2 4 | 7
Monday evening, we officially kicked off the conference
with a cocktail hour. Perched 25 floors above the Ohio
River, new friends were made, and old friends were
cherished as we watched a talented artist recreate
the moment, in canvas and paint, of the equine victory
described and pictured above, which was poised to be
auctioned for charity in the coming days.
Tuesday morning started with the main event. Our
keynote speaker, Jeff Bloomfield, helped the audience
understand how the brain processes information and
makes decisions to help persuade people to make a
connection with you. His approach is with narrative
selling, which presents information the way the brain
wants to receive it. Jeff’s three takeaways included:
creating your own personal connection story, creating
a “profit production” storyboard for both sides of the
deal, and learning to use anchors before all inquiries
at a meeting. More information is available in his book,
Neuroselling.
Around the clubhouse turn was our first workshop: Roll-
Over Equity Considerations in Deal Structure. Rich Jones
and Kyle Madden discussed equity from the PEG side
and how various deal structures can overcome specific
challenges in a transaction.
Following close behind was a workshop on Reps and
Warranties and Risk Mitigation in Deals. The group
explained the growing use of R&W insurance, especially
in smaller transactions to reduce escrow, and how that
insurance takes the animosity out of a transaction. The
panel encouraged discussions about R&W early in the
negotiation process.
“Acclaimed author Jeff Bloom�eld, our
keynote, set the tone for our conference
with a dynamic presentation, infusing
it with enthusiasm that resonated for
the entire two-day event. His insightful
exposition on the science of building trust
with prospective clients captivated us,
while his exploration of decision-making
processes provided practical knowledge for
immediate application. The feedback was
impressive —Jeff was proclaimed by many
attendees as the most outstanding keynote
speaker we’ve ever featured!”
In the backstretch, Jeff Oskin gave an interactive
presentation on artificial intelligence. With tools
sounding like names of the top racing contenders: Grok,
ElevenLabs, Synthesia, Colossyan, and more were
demonstrated and explained to the M&A advisors in the
room. It is clear that these tools are just the beginning of
new frontiers for all of us.
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Conference Chair Kathy Thiel remarked:
8 | T h e B r i d g e | S u m m e r 2 0 2 4
Day one wrapped up with an easy stretch in the Deal
Market, showcasing numerous vendors and buyers and
another cocktail party that all enjoyed.
The cocktail party included an artwork auction and
donation drive for Veteran’s Club, Inc, a local charity that
supports veterans and first responders with connection,
healing, recovery, housing assistance, and vocational
training. Their vision is for a world where every veteran
and first responder receives the resources they need for
healing and leading healthy lives. The M&A Source will be
donating $3300 to this worthy cause. Great job everyone!
Day two started with breakfast with the leadership team
and committee reports. There was too much information
relayed to report on in this story, but I certainly
understand that Lamar Stanley and the committee
chairs and members have a lot in the feed bag. I would
encourage everyone who attends future conferences to
join the leadership meeting for a glimpse of all that the
M&A Source is doing for its members.
Special Congratulations to
Our 2024 Award Winners:
M&A Advisor of the Year
Jacob Voorhees, Navagant
Top Firm – 2-4 Person
Russell Cohen, South Florida M&A Advisors, Inc.
Top Firm – 5-9 Person
Cory Mertz, Mertz Taggart
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Top Firm – 10+ Person
William Loftis, Blue River Financial Group
Deal Partner Firm of the Year
Boyne Capital
Plus, all of the Diamond, Platinum, Gold,
and Executive Club award winners.
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I can’t say how thrilled I am about the
turnout and the caliber of programming
and education we had in Louisville. Truly
outstanding insights every day. I came
away invigorated and excited about the
future of the organization. Additionally,
the event truly embodied the “theme” of
the conference –Harnessing Opportunity
Together.” And beyond the impressive
turnout and engaging programming, what
truly excited me about the conference
was the genuine camaraderie and
fruitful connections forged among M&A
advisors and deal professionals all week.
It’s a testament to our organization’s
collaborative spirit and shared commitment
to driving success in our industry”.
Who won the roses?
You did, of course, if you attended the 2024 Spring
Conference with the M&A Source. Thanks for reading. This
is your announcer, Mark Travis, signing off until October
20th at Caesars Palace in Las Vegas.
Around the far turn, a workshop on M&A Practice
Business Models was presented. Most members of the
audience were able to relate to one of the representatives
as they explained how a sole practitioner, boutique, and
large firm transact business.
After the Deal Market part 2, workshops were presented
on Leveraging Sale-Leasebacks and how to incorporate
buy-side into your business.
Down the homestretch, Jim Afinowich led with the
Alphabet Soup of M&A.
Lamar Stanley, M&A Source Chair,
summed up the race with vigor:
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Member Interview
Tell us about your pre-M&A
career and how it led you to doing
this work?
After college I entered the technology industry
selling computers and related products/services
at retail. I then transitioned into commercial,
then started my own firm. After 7 years I sold
it and had a negative experience with two
brokers. The buyers, who were IBM executives
suggested I consider becoming a business
broker because in 5 of 9 attempts to buy other
businesses the broker did something or didn’t
do something that killed the transaction when
my broker vanished and I managed the process
in first person without any friction.
What personal characteristics and
strengths have supported your success
in this industry?
I believe that a successful intermediary needs to
be a great listener, be very creative in problem
solving, have a strong technical grasp of deal
making and always put the clients interests first.
What is your greatest M&A accomplishment?
Selling a business to an almost $100 billion
public company at a 27.3x multiple.
With regard to the majority of your
engagements, do you work as a team or do
you handle things on your own?
I run my process from beginning to end.
Do you just do M&A or do you provide other
services – valuations, consulting, etc.?
I provide mainstreet and lower M&A valuations
and am admitted as an expert witness as to
business valuation for litigation and equitable
distribution purposes.
An Interview with
M&A Source Member,
Jeff Snell
Jeff Snell
M&AMI, CM&AP, CBI, MCBI, ENLIGN Advisors