Exit Strategies - Nothing is Forever
Small Business School Small Business Schoolupdated: January 2007 Small Business School|Small Business School go to the homepage Small Business School
Small Business School
Small Business School
Small Business School Small Business School
Private Equity Capital Markets
Small Business School
Overview Transcript Case Study Video
Stephen Watkin's Entrex is an entry point.

#8 Sell to Wealthy Investors
Transcript Segment - Exit Strategies & Liquidity
HATTIE: #8, sell over time into private equity capital market.
This is the new business revolution that is opening up small business investments, making us attractive for qualified investors, yet the general public is not excluded. There are now many secondary markets where your sold stock will be valued and can be resold. You can be taking your equity out slowly, over a period of time and not have the pressure groups -- particularly the venture capitalists or the angels -- poking around in your day-to-day business. Upon your final exit, your business is in the hands of management and owned by a diverse public.
It is a public offering without doing an IPO or a DPO. This is huge. It is important, so we will spend a little more time examining the private equity market. This is one of the beginning points for creating substantial wealth.
STEVE WATKINS: The message here is that wealth is made through transactions and equity.
HATTIE: (Voiceover) Steve Watkins, founder of ENTREX speaks to the Boston CEO club about what he calls the fourth market.
STEVE: Company value is a function of exposure. It’s a function of credibility and in the end it’s a function of the liquidity options that the buyers have for your company. So let’s talk about those liquidity options. You’ve obviously got the public market, you’ve got the New York Stock Exchange, the NASDAQ and you’ve got American Stock Exchange.
In the private market place -- what we’re trying to create here -- is a fourth market, a market for the public trading of private shareholder interests. So we have gone out and worked with an SEC-sanctioned exchange to create a reporting infrastructure and then a trading infrastructure that supports the shareholder’s interest in these companies. We call that the fourth market.
Its the public market for private company shareholders. By creating this mechanism that allows private companies to report through this informational platform and by working together with and SEC-sanctioned exchange that can now get your company symbol and knowledge out across the investment marketplace it allows the investment community to work through their broker dealers to learn about these private companies that have publicly traded shareholder interests.
My job is to try to bridge that arbitrage gap between the multiples of private companies and the multiples of public companies. The fundamentals have to be the same. It’s not a miracle. But it’s by putting the effort behind that we can end up providing some exposure, creditability and liquidity for your company. Our intent is to do that through this 4th marketplace.
In the Studio
HATTIE: Right now we are in the midst of the largest inter-generational transfer of wealth at any time in world history.
HATTIE: Which one of these eight ways will you use to get your money out of your business at the same time you leave the essential values in it? What will your legacy be?
more...
Small Business School
Small Business School
Small Business School
Understanding wealth and capital formation
Small Business School
Small Business School Small Business School Small Business School
Key Ideas of this episode
Small Business School
Small Business School
Introduction: Think Now About Later
1. Walk Away - Often it means "liquidate"
2. Give It Away - You have enough!
3. Sell To Someone Close To You
4. Sell To Someone Like You
5. Sell To a Publicly-traded company
6. Sell To Your Employees
7. Sell Through A Direct Public Offering
8. Sell to Private Equity Capital
Small Business School
Small Business School Small Business School Small Business School
Case Study Guide
On the Air
Small Business School
Small Business School
Small Business School
Most of us would love to capitalize on the sweat equity in our business. Most often it is part of the intangible assets and doesn't even show up on the balance sheet. And, we all know that our simple Book Value or Net Asset Value (NAV) is way too low!
All the intangibles within Big Business get valued within price/earning multiples -- usually beginning around 6x -- they're hot over 100x earnings. So, what Steve Watkins is doing is shaping a P/E for privately-held businesses!
With the advance of the Internet, not only is this possible, but it really has to be done. If we can take even 20% of the people in group #1 and move them into this group or any of the others above, a major small business revolution will have begun. We will begin reversing the failure at the end to transfer the most important assets of a business, its knowledge base.

Topic for Discussion: What is preventing us from being a little more creative?

Answer:
1. We're doing our business. Too many of us are working in our business and not working on the business. We can all get so involved with the details of day-to-day that we just don't pull away to look at the strategic and long-term pictures.
2. It is too much work. The learning curves are too steep. And it all costs too much! In the public market and IPO/DPO markets, it seems like every time you turn around, the market makers want another $30,000, so we ask, "If I were to take that $30,000 and $18,000 for maintenance and put it into a mutual fund, would I be ahead in ten years?" It is a legitimate question.
3. Our idea is not big enough. Especially among the sole proprietors, millions of our businesses are lifestyle business. We have a body of work we do as an independent agent for a select group of clients and much of it is based on who we know and how well they know us. It is not a transferrable asset as it stands. We are not going to let this answer or the first two answers stand. This web site and the television show are focused on the learning curves and the infrastructure so you can more readily exercise one of the last three key ideas.

Topic for discussion: Why haven't we seen a dozen companies like Entrex?

Answer: We have. They've come and they've gone. Many people have tried doing what Steve has done and they failed. Steve has had the history and depth (money) to carry his vision forward so Entrex is real and they are doing deals.
This is what they say on their web site: "Entrex works through an SEC sanctioned market to create a "public shareholder marketplace". Collectively we serve as a PUBLIC MARKET for PRIVATE COMPANY SHAREHOLDERS. By creating a central information platform for this market we help to provide liquidity options for stockholders beyond the traditional route of IPOs, mergers and/or aquisitions. Through an SEC sanctioned exchange, your company stock can be listed, traded and even distributed on financial tickers out to the financial brokerage and investment banking community."
Some of the advantages to participants in this market can be:
  • Trade existing shareholders publicly -- without a public offering. Raise private capital with planned liquidity for investors.
  • Give existing shareholders and founders a new exit opportunity. Founders can potentially cash out as part of the program.
  • Increase the earnings multiple for your company when being valued for potential merger/acquisition opportunities.
  • Use your company stock as a currency for acquisitions
Individually, it could work for you if you are able to provide the investor with a return, e.g., a proposed dividend schedule and an exit strategy. The investor's exit is tied to yours. Ultimately, do you intend to sell the company? Go public? The investor will require answers to these important questions and a timetable to evaluate the investment opportunity.
Topic for discussion: What does it take to execute a SCOR?
Answer: Unlike the initial public offering (IPO) under the Securities and Exchange Commission (SEC), a complicated, expensive process, the SCOR is under your state's Securities Commissioner; and by comparison, it is a fairly inexpensive and straightforward way to go public.
David Porter said you need an attorney, an accountant and a stock broker. Tom Stewart Gordon estimated a total cost of about $30,000. The IPO process costs well over $1 million in underwriting, legal and accounting fees. If you are interested in investigating a SCOR further, start by obtaining the downloadable SCOR issuer's manual, SCOR, Small Corporate Offering Registration, How to Complete the Question and Answer Disclosure Document for Your SCOR or Reg. A Filing from the website of the North American Securities Administrators Association at http://nasaa.org.
This 100+ page manual has a soup-to-nuts description of what you need to know about the application process. Here's an excerpt from the beginning of the issuer's manual: "Part I of this Manual informs you of the general requirements to use and file the Form U-7, called the "SCOR Form."
Part II of the Manual provides specific directions on how to fill out the SCOR Form. Once completed, the SCOR Form may be filed as the main disclosure document for offerings being registered in all states accepting SCOR." Part II has a separate section for each of the 50 questions of the Form U-7, making it a user friendly document when a number of different people contribute to the preparation of the prospectus. You could answer some of the questions yourself while employees and/or outside consultants answered others. That way you could minimize your cost and still produce a high quality disclosure document. At the same site, you can obtain the necessary forms for filing in MS Word, further facilitating the document preparation.
You think about it: Can you imagine having shareholders? What would you do with the money you could raise with a SCOR?
Small Business School

The Small Business Index of Learning Companies
Click here to be listed and linked from within this site
.