Advising Middle Market
Buyers and Sellers During the
First Steps of the M&A Sales
Process
Presented by Mitch Woolery,
Partner, Kutak Rock LLP
February 21, 2014
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During the First Steps of
the Sales Process
DEFINING THE MIDDLE MARKET
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Mitch Woolery, Kutak Rock LLP© 2014
DEFINING THE MIDDLE MARKET
In this seminar:
• Mostly address Middle Market
companies.
• That’s my experience.
• Upper market and small
business deals have a different
dynamic.
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Mitch Woolery, Kutak Rock LLP© 2014
DEFINING THE MIDDLE MARKET
No standard definition for
the Middle Market in
mergers & acquisitions
(M&A).
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Mitch Woolery, Kutak Rock LLP© 2014
DEFINING THE MIDDLE MARKET
Small Business
Middle Market
Big Business
Annual Revenue
<$10mm
$10mm-$1bn
>$1bn
Source: The National Center for the Middle Market
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Mitch Woolery, Kutak Rock LLP© 2014
DEFINING THE MIDDLE MARKET
97% of all M&A is in the
Middle Market
(deals < $500mm)
Source: Bloomberg Global M&A Rankings 2013
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Mitch Woolery, Kutak Rock LLP© 2014
THE MIDDLE MARKET
• Vibrant and dynamic
• $9.0 trillion annual revenues
(2011)
• If the Middle Market was a
country, it would have the 4th
largest GDP on the globe,
right behind Japan.
Source: The National Center for the Middle Market
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During
the First Steps of the Sales Process
Classic Scenarios for
Middle Market Companies:
What can go wrong?
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenario for
Entrepreneurs who are Selling
• Zeke owns a successful Middle Market
company.
• Receives a good offer from a larger
industry competitor to buy his
business, say $30mm.
• Price and terms seem about right and
Zeke signs a letter of intent (LOI).
• Engages his personal attorney to
document the deal which is closed in
30 days.
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenario for Entrepreneurs
What could go wrong with this
scenario?
• Value. Zeke knows the value of his
company.
• Buyer. He knows the likely Buyer.
• Easy deal. The deal was documented
easily and without much negotiation.
• Saved money. He saved money on
attorneys fees, investment bankers, etc.
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenario for Entrepreneurs
Yet, in this scenario:*
• Zeke could have sold for a lot
more.
• Zeke didn’t sell for cash, instead
he sold for stock in the Buyer, a
private company.
• Six months later, the Buyer is
bankrupt, the stock is worthless,
and Zeke is penniless.
*Based on an actual deal. Client came to me after he sold.
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenario for Buyers
Buyers tend to be more
sophisticated at M&A than
Entrepreneurs.
Exception: Private Equity Groups as sellers.
{Buyers generally have
done more M&A deals.}
But Buyers are at risk too!
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenario for Buyers
• Bad corporate strategy
• Too complex
• Cognitive biases
• Synergy failures
• Integration problems
… can all lead to disaster.
Source: Harding & Rovit, Mastering the Merger (2004); Bruner,
Deals from Hell (2005)
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenarios
Middle Market deals, in
general:
Sellers have to worry about
The Deal.
Buyers have to worry about
The Company.
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Mitch Woolery, Kutak Rock LLP© 2014
Classic Scenarios
Common exceptions:
• Sellers take equity.
• Sellers have earnout.
• Sellers have holdback,
rather than an escrow.
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During
the First Steps of the Process
OVERVIEW OF THE
SALES PROCESS
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Actual Sales Process
For Sellers, typically one (1)
year from start to close.*
BUT: can be as short as a few
months.
*Source: Boone and Mulherin (2002) (median Sales Process took
345 days, or roughly one year).
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Mitch Woolery, Kutak Rock LLP© 2014
Post-Closing Period*
Typically 12 months to two
years.
Plurality, 18 months.
“Fundamental Reps”
(environmental, taxes, title,
etc.), 3 years to forever.
Source: ABA 2013 Private Target M&A Deal Points Survey
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Mitch Woolery, Kutak Rock LLP© 2014
SALES PROCESS OVERVIEW
Sellers:
Don’t forget Market Timing.
Allow a four-year window.
Think: Lehman Brothers
(September 2008)
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Mitch Woolery, Kutak Rock LLP© 2014
SALES PROCESS
OVERVIEW
Five phases of the Sales Process:
1.Pre-Letter of Intent*
2.Letter of Intent (LOI)*
3.Purchase Agreement and Interim
Period
•70% deals have Interim Period.
4.Closing
5.Post-Closing
*My discussion covers the Pre-LOI and LOI Phases.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
What is the Pre-LOI phase?
• Everything in the Sales Process that
leads to signing the Letter of Intent.
Includes:
• Strategic planning
• Preparatory due diligence.
• Assembling the M&A team.
• Preliminary valuation analysis.
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During the
First Steps of the Sales Process
STRATEGIC PLANNING
DURING THE
PRE-LOI PHASE
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
From the Seller’s
perspective:
Please be thoughtful
about the Sales
Process.
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
From the Seller’s perspective:
Strategic Planning includes:
Sales
Finance
Marketing
Legal
Operations
Etc.
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
Good recent example:
Tom Rogge (Cramer
Products) and
Margaret Reynolds
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
Early 2000s, sales were dropping
Developed strategic plan: sales and
net income increased
Share value up 300% (2005-2013)
Source: Cramer Products, Inc.
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
Sold to private equity group’s (PEG)
portfolio company in 2013
Source: Cramer Products, Inc.
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
Cottage industry:
Capitus (Joe Kessinger)
B2B CFO
Margaret Reynolds
(Breakthrough Masters)
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
From Buyer’s perspective:
• Acquisition must fit corporate
strategy
• Bad Example: Pepsi/North Am. Van Lines
• Core and adjacency deals are
better than diversifying ones.
Source: University of Chicago Booth School of Business
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
From Buyer’s perspective:
• Think: Integration from Day 1.
• Example: Disney/Pixar
Source: University of Chicago Booth School of Business
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Mitch Woolery, Kutak Rock LLP© 2014
STRATEGIC PLANNING:
PRE-LOI PHASE
From Buyer’s perspective:
• Refine metrics to sift acquisition
candidates.
• Ruthlessly identify synergies.
Source: University of Chicago Booth School of Business
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During the
First Steps of the Sales Process
DUE DILIGENCE
DURING THE
PRE-LOI PHASE
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Virtual data rooms.
Think about:
• Cost
• Security
• Access
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Mitch Woolery, Kutak Rock LLP© 2014
Virtual data rooms.
Think about:
•Cost:
•Dropbox vs. Merrill
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Mitch Woolery, Kutak Rock LLP© 2014
Virtual data rooms.
Think about:
• Security
•“Dropbox can be hacked, say
security researchers.”
Source: ComputerWeekly.com (accessed 2/21/14)
•Contra: Dropbox is secure.
Source: Dropbox.com (accessed 2/21/14)
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Bidders conduct due diligence
on company.
Sample due diligence request list in your materials.
Sellers must populate the data
room.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Due Diligence
Recommendation:
Seller conducts due diligence
on her company prior to
sale.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
What needs to be done?
• Identify and fix problems.
• Get organized.
• Prepare disclosure.
• Accelerate Buyer’s evaluation.
• Create and maintain a “well-run”
company.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
The “well-run” company.
Most bidders pay a
premium for the “wellrun” company.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Why conduct due
diligence on your own
company?
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Mitch Woolery, Kutak Rock LLP© 2014
Example 1:
Seller failed to
disclose a $75k lien
in due diligence.
Buyer used omission
to shift more risk to
Seller in purchase
agreement!
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Example 2:
• Seller failed to “cancel” equity
from departing key executives.
This was improperly
documented.
• Key executives made successful
claims for $22mm.
Source: “Viracor-IBT founder sues,” Kansas City Business Journal,
Jan. 17, 2014.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Example 3:
Strategic buyers pay a “higher
multiple for a pristine company.”
Why?
Corporates want “plug-and-play.”
Corporates not setup to make
extensive operational changes.
Source: Privcap/Briefing Q3 2013
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During the
First Steps of the Sales Process
CONFIDENTIALITY DURING
THE PRE-LOI PHASE
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Protecting confidentiality
(1) How to keep the deal
confidential?
(2) How do sellers keep their
proprietary information and
trade secrets confidential?
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What happens if news of the deal leaks?
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Mitch Woolery, Kutak Rock LLP© 2014
How sellers keep proprietary
information confidential?
• Banker uses a “teaser” that
doesn’t identify Target.
• Use a Confidentiality and NonDisclosure Agreement (CNDA).
CNDA example included in your materials.
• Staged due diligence.
• Don’t show the “secret sauce.”
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Mitch Woolery, Kutak Rock LLP© 2014
CNDA contains:
• Definitions of confidential info
and exceptions.
• Restrictions on disclosure and
use.
• Non-solicitation provisions.
• *Magic* words to comply with
local law.
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Mitch Woolery, Kutak Rock LLP© 2014
CNDA Caution:
Boilerplate is never
boilerplate!
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Mitch Woolery, Kutak Rock LLP© 2014
Recent Bad CNDA example
CNDA drafted by Seller and
investment banker.
• Didn’t include “use” as well as
“disclose.”
• Didn’t protect “financial
information.”
• Didn’t prevent “solicitation” of key
employees.
• Didn’t comply with local law.
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Mitch Woolery, Kutak Rock LLP© 2014
Recent Bad CNDA example
Result:
Seller’s CNDA would have
been:
• UNENFORCEABLE.
• ABSOLUTELY WORTHLESS.
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Other key CNDA issues to
think about:
1. Term.
2. Antitrust issues.
• Price lists
• Customer lists
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Mitch Woolery, Kutak Rock LLP© 2014
Advising Buyers and Sellers During the
First Steps of the Sales Process
ASSEMBLING THE M&A TEAM
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PRE-LOI PHASE
Who is on the M&A
team?
• M&A attorney
• Investment banker
• Valuation expert
• Accountant
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Mitch Woolery, Kutak Rock LLP© 2014
Additionally, who is on the Buyer’s
M&A team?
Buyers needs “high-level”
buy-in from the C-Suite
(not day to day).
• Board
• CEO
• CFO
• Corporate Dev.
• Head of the Business Unit
(the “deal evangelist”)
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
• Other experts: • Sellers:
• Estate
• Tax
planner
• IP
• Environmental • Wealth
advisor
• Engineering
• Charitable
giving
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Mitch Woolery, Kutak Rock LLP© 2014
PRE-LOI PHASE
Role of the M&A attorney –
• Coordinates all aspects of the Sales
Process.
• Coordinates the “experts.”
• He or she is the “Deal Quarterback.”
• Experience – minimum of 12 deals
(preferably 50)!
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Mitch Woolery, Kutak Rock LLP© 2014
Role of the Seller’s
Valuation Expert –
• Produce initial confidential
company valuation.
• Uses projections and addbacks to “recast earnings.”
•E.g., Uncle Billy’s salary.
• Delivers fairness opinion, if
necessary.
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Mitch Woolery, Kutak Rock LLP© 2014
Role of the Buyer’s Valuation
Expert – CFO or others
Identify the Five Synergies
• Revenue
• Cost
• Asset reduction
• Tax
• Finance (think WACC)
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Mitch Woolery, Kutak Rock LLP© 2014
Role of the Buyer’s Valuation
Expert –
Line by line analysis
•Income statement
•Balance sheet (if
necessary)
•Cash flows (if necessary)
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Mitch Woolery, Kutak Rock LLP© 2014
Role of the Buyer’s Valuation
Expert –
• Synergies drive Value!
• How much to pay?
• What is this deal worth to
this Buyer?
• What is the Buyer’s
reservation (“walkaway”)
price?
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Mitch Woolery, Kutak Rock LLP© 2014
Role of the Investment Banker –
• Finds the Buyers and Sellers.
• Consults on valuation.
• Provides fairness opinion, if
necessary.
• Negotiates price (“value”).
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Sellers often fail to consider the full
range of Buyers.
Buyers like:
• Other Strategic Buyers
• Financial Buyers
• Foreign Buyers
• Buyers in complementary
industries (“adjacencies”)
Think: Porter’s Five Forces
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PRE-LOI PHASE
For Sellers:
NOTHING consistently
produces a higher value for
the Sellers than multiple
serious bidders.
Value may increase 25-50%
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PRE-LOI PHASE
How does the investment
banker generate serious
multiple bidders?
•Wide auction.
•Controlled bid process.
•Pre-emptive bid.
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PRE-LOI PHASE
For Buyers:
Auctions risk overpayment.
Deal “heat.”
Cognitive biases.
Much prefer so-called
“proprietary deals.”
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Board fiduciary duties
Revlon duties*
Control or minority stockholders
Common vs. preferred
Independent directors
“Flexible” adaptation in the
Middle Market
*Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506
A.2d 173 (Del. 1986).
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Advising Buyers and Sellers During
the First Steps of the Sales Process
Letter of Intent (LOI)
Phase
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LOI Phase
LOI vs. definitive
purchase agreement?
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Mitch Woolery, Kutak Rock LLP© 2014
LOI: From the Seller’s
perspective:
• When LOI signed, that is the
highest purchase price
(highest valuation) she will
receive.
• Deal and tax structure are set.
– Taxable vs. nontaxable
– Stock vs. asset deal
– Holdback/escrow/indemnification
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Mitch Woolery, Kutak Rock LLP© 2014
LOI: From the Buyer’s
perspective?
• Winning bidder.
• Exclusivity period of 3045 days.
• Moral suasion.
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Notes on Exclusivity
No implied “fiduciary out.”
Must be express.
Seller shorten or terminate if
Buyer breaches or delays or
can’t get financed?
Automatic renewal for Buyer?
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LOI: Buyer’s and Seller’s
perspective?
• Work on definitive Purchase
Agreement.
• Confirmatory due diligence.
• Hart-Scott-Rodino Antitrust
Improvement Act of 1976
(HSR Act).
• Financing.
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LOI Recommendation:
Have the parties’ tax accountants
run multiple scenarios:
• asset vs. stock sales
• various tax elections like
338(h)(10) and 336(e).
Determine: “net net net value”
of LOI purchase price to the
parties, especially the seller.
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LOI Phase
Everyone knows that
LOIs are not binding.
Right?
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LOI Legally Binding?
Texaco (1987)* decision:
•LOI binding!
•$10 billion damages!!
*Texaco, Inc. v. Pennzoil, Co., 729 S.W. 2d (Tex. Ct. App.
1987)
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LOI Legally Binding?
Typically, only a few provisions
are legally binding:
• Exclusivity (favored by Buyer)
• Termination fee (if applicable)
• Governing law
• Fees and expenses
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LOI Legally Binding?
So LOIs are not legally
binding? Right?
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LOI Legally Binding?
SIGA Technologies, Inc. vs.
PharmAthene, Inc. (Del.
2013)
“Remarkable case.”
“Horrible facts.”
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Siga Three Holdings
First, if you expressly agree
to “negotiate in good faith,”
that is legally binding, even
in a nonbinding LOI.
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Mitch Woolery, Kutak Rock LLP© 2014
Siga Three Holdings
Second, if you propose
materially different terms
than the LOI, that may be
evidence of “bad faith.”
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Siga Three Holdings
Third,
Damages: lost profits!
Not merely recover fees
and expenses.
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Siga Three Holdings
To prove damages:
• One party breaches duty to
negotiate in good faith
• Other party proves a
definitive agreement
would have been reached,
absent bad faith.
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LOI Legally Binding? Siga
In Siga, the LOI expressly
said the parties must
“negotiate in good faith.”
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LOI Legally Binding? Siga
So, if the LOI doesn’t
expressly say the parties
must “negotiate in good
faith,” then you’re OK?
Right?
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LOI Legally Binding? Siga
What about the implied duty
of good faith and fair
dealing?
Blaustein v. Lord Baltimore Capital
Corp. (Del. 2014).
JPMorgan Chase & Co. v. American
Century Companies, Inc. (Del. 2012).
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Current LOI Trends
1. Longer and more heavily
negotiated LOIs.
2. More deal terms included
(tax treatment, conditions,
specific indemnities, etc.).
3. More precise: one page
definition of “cause.”
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Mitch Woolery, Kutak Rock LLP© 2014
Some Observations about LOIs
Results:
1.More time spent on the LOI.
2.“Less” time spent on the
definitive purchase agreement.
3.Deal economics are “front
loaded.”
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LOI Phase
Previously, LOI would have
said:
“Buyer agrees to purchase
Seller’s business in a
transaction valued at $xx
million.”
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Mitch Woolery, Kutak Rock LLP© 2014
LOI Phase
“Buyer agrees to purchase Seller’s
business in a transaction
valued at $xx million.”
What are you buying: stock or
assets? Merger?
Tax effects?
Attitude: “We’ll figure it out
later.”
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LOI Phase
Compare “Buyer agrees to purchase
Seller’s stock in a transaction
valued at $xx million, with a
338(h)(10) election.”
Now know:
Deal and tax structure
The parties know whether the
seller is really a seller
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General Note on Structuring
Stock sale
Seller favors
Less frequent
All liabilities
Generally no SUB*
Assignments OK
Asset sale
Buyer favors
More frequent
Liabilities limited
SUB
Need consents
*SUB ”stepped-up basis” in assets
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A Note on 338(h)(10)
• Tax election to treat stock sales as
asset sales.
• Generally, only practical for S
corporations and corporate
subsidiaries.
• Buyer likes because it gets SUB
(a valuable tax savings)
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A Note on 338(h)(10)
Key: Sellers demand a portion
of the Buyer’s tax savings!
In general, those tax savings
can represent 20%+ of the
purchase price!
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338(h)(10): Two Examples
Deal No. 1:
$205mm = Purchase price.
~$50mm = Value of buyer’s tax
savings (our
calculation)
$30mm = Amount of tax savings
shared with seller!
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338(h)(10): Two Examples
Deal No. 1:
$205mm
+ 30mm
$235mm
100
initial price
shared tax savings!
new price
Mitch Woolery, Kutak Rock LLP© 2014
338(h)(10): Two Examples
Deal No. 2:
•Buyer valued tax savings at
$90mm
•Seller received $0.0mm!
•Apparently Seller and advisors
didn’t know to ask for it.
Source: WSJ / University of Chicago Booth School of Business
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New 336(e) Regs
1. 336(e) regs finalized in 2013.
2. 336(e) tax election similar to
338(h)(10).
3. Partnerships and private equity
groups can take advantage of it.
4. Kutak Rock did one of the nation’s
first 336(e) deals last Fall. We
represented the Buyer.
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Buyer-Friendly Terms in the LOI
Traditional Buyer-friendly terms:
• Indemnification
• Escrow
• Holdback
• Earnouts
• Due diligence
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Recent Trends in Buyer-Friendly Terms
in LOI:
• Setoffs
Centurion Air Cargo, Inc. v. United Parcel Service Co., 420 F.3d
1146 (11th Cir. 2005) (express setoff rights are enforceable)
• Cross default
• Seller obligation to repurchase
uncollected accounts receivable
•Tricky: does Buyer really want
Seller pursuing Buyer’s new
customers?
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Another LOI Trend: More Holdbacks
Holdbacks: Buyer favored
Seller incentive: show up and
work
Three Issues:
1.KG vs. OI
2. KL
3. Timing of tax payments
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Holdback Issue 1
Capital gain (20%*) vs.
ordinary income (+44%)?
Tricky tax analysis
Practical Solution: Buyer
agrees to treat as Purchase
Price
*Excludes 3.8% NII.
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Holdback Issue 2
Capital loss (KL) if seller walks
away before holdback period
Really tricky tax analysis
Practical Solution: One-day
promissory note?
But: Is that really a solution?
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Holdback Issue 3
Timing: When does seller pay
taxes?
Really really tricky tax analysis
Pay taxes on cash and XX% of
holdback cash in Year 1!
Practical Solution: One-day
promissory note
Again: Is that really a solution?
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Hart-Scott-Rodino Antitrust
Improvements Act (HSR)
• Effective as of February 24,
2014.
• Size-of-Transaction Test:
$75.9 million
• HSR filing if buyer holds voting
securities and/or assets of seller
in excess of $75.9 million
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HSR (cont.)
Size-of-Parties Test: $15.2
million/$151.7 million (net sales
or total assets)
HSR filing for all deals > $303.4
million regardless of the size of the
parties
HSR filing for all deals > $75.9
million ≤ $303.4 million are
reportable only if the size-of-parties
test is met.
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Hart-Scott-Rodino Antitrust
Improvements Act (HSR)
Don’t forget about the Ultimate
Parent Entity (UPE).
If Warren Buffet controls an ice
cream store, then he might be
the UPE and meet one of the
size-of-persons tests.
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Hart-Scott-Rodino Antitrust
Improvements Act (HSR)
Still need antitrust analysis even if
below the HSR thresholds.
In two recent cases, the FTC and
the DOJ successfully attacked
two closed deals on the basis
of antitrust violations.
[Source: M&A Law Prof Blog,
http://lawprofessors.typepad.com/mergers/2014/01/unscramblin
g-eggs.html, accessed 2/6/2014]
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Advising Buyers and Sellers During the
First Steps of the Sales Process
Pre-Closing: What’s
the Biggest
Non-Legal Concern?
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Pre-Closing: What’s the Biggest
Non-Legal Concern?
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The Biggest Non-Legal Concern?
The “Bad” Quarter.
• Seller’s management “takes its
eyes off the ball” and misses its
quarterly projections.
• Happens all too frequently in the
Middle Market.
• Result: possible downward
purchase price adjustment or
possible “walk away.”
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Common Middle Market example:
Sales price =$60mm
Based upon 10x * $6mm EBITDA
projection.
Bad quarter reduces Ebitda by 5%
($300k).
New total EBITDA projection =
$5.7mm.
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Common Middle Market example:
New Valuatioin:
$57mm (not the $60mm
sales price)
[10x*$5.7mm=$57mm]
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The Biggest Non-Legal Concern?
The “Bad” Quarter.
Seller and Buyer have
lost $3mm in value!
Buyer may have lost
face with its board.
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The Biggest Non-Legal Concern?
The “Bad” Quarter.
Sellers: Keep focused on
your business during the
Sales Process.
Buyers: Recognize that
Sellers have an important
“day job.”
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Questions?
Mitch Woolery
Kutak Rock LLP
816-502-4657
[email protected]
(email me for link to the slides)
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