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Aligning Investment Banking Fees with Client Interests

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As a boutique investment bank, we expend a lot of effort providing high quality advice and service to our middle-market investment bank clients. We understand the need to align our investment banking services and fees with our clients’ interests, because ultimately, we act as our clients’ advocate. Completing transactions is difficult; we need to be working together. The following is a brief primer related to investment banking fees.

Retainer A credible middle market investment bank will charge a non-refundable retainer. There are two primary reasons for the retainer: (1) it covers the time and expense incurred in preparing the client to go to market and (2) it serves as a screening mechanism to ensure that the client is committed to the transaction. This retainer may be paid as a lump sum, over time or based on achievement of certain activities associated with the transaction process. This retainer should represent a minor portion of the overall fee. Sometimes retainers or portions of retainers are credited toward the success fee.

Success Fee The success fee, representing the majority of compensation, is tied to successful completion of a transaction and is structured as a percentage of the deal size. For capital raises, a fee percentage is applied to the amount of capital raised. The fee percentage increases as one moves from raising senior debt (perceived as less risky and ranges from 1%-2%) to junior debt (more risky) to equity (perceived as most risky and ranges from 5%-10%). Some fee arrangements include an “equity kicker” in the form of warrants. The size of the deal may also influence the fee percentage; the larger the deal the smaller the percentage. For merger and acquisition services, the fee percentage is applied to the overall size of the transaction. Although many business brokers refer to the Lehman formula, few mid-market investment banks use this structure. Instead, they may quote a straight fee percentage or a performance based progressive fee, which increases based on achieving a certain valuation target. The higher the companys valuation (the more dollars the seller puts in his pocket), the higher the investment bankers fee percentage. Progressive fee arrangements provide a strong incentive for the investment banker while aligning the parties’ interests in maximizing the value of the transaction to the client’s owners.

Final Comments. As with most things in life, keep the fee arrangement simple. Haggling over unique, low probability circumstances or creating complex fee structures generally backfires. Complex arrangements tend to cause uncertainty and can result in lack of motivation and focus from the investment banker, not what the client desires. You get what you pay for. Expect to pay a reasonable, market fee. Receiving an engagement letter containing a low fee (potentially with no retainer), indicates a low level of sophistication. Conversely, an engagement letter quoting an out-of-market high fee indicates someone wanting to take advantage of a client. These are not investment bankers you want handling your important deal.

About Wilcox | Swartzwelder & Co. Wilcox Swartzwelder and Co. based in Dallas, Texas, is a boutique investment bank providing merger and acquisition services and corporate finance advisory services to middle market companies in the energy, industrial and infrastructure sector. The Firm delivers a high level of personal service, in-depth industry knowledge, rigorous transaction execution and superior results. Principals have successfully completed almost 100 transactions with aggregate value in excess of $3.6 billion.

Mr. Jason Wilcox 433 E. Las Colinas Blvd. Waterway Tower, Suite 1200 Irving, TX 75039 972-831-1300 www.ws-ibank.com

Securities offered through Petro Growth Energy Advisors, LLC., member FINRA/SIPC.

Franchising Loan What’s The Difference Between Franchise Finance And Other Business Loans

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It’s a great client question: What in fact is the difference between a franchising loan and a regular business loan when it comes to arranging franchise finance in Canada?

The answer? There are some differences, but you just might be surprised at the similarities when it comes to comparing the two. Let’s explain.

When it comes to the ‘ players ‘ in your finance loan, it’s pretty simple. Contributions are required from you, and your lender / lenders! In Canada those lenders are specialized franchise financing firms, banks, and third party commercial finance companies. While it is extremely difficult in Canada to obtain full financing for your franchise via a Canadian chartered bank the good news is that thousands of franchises are financed via the Government Small Business Loan which can provide funding up to $ $350,000. That’s not chump change! . And when you hear what rates and terms and structures are required you’ll be even more pleasantly surprised.

Clearly franchising fits into the area of the SME sector of Canada, and for that reason a lot of the challenges that the franchisee faces revolve around the same issues faced by any other start up. Yes , we agree that you’re acquiring ( hopefully ) a proven business model but the early stage financing required to get you to a turnkey ‘ in business ‘ stage is still viewed as placing a heavy onus on the entrepreneur to come up with a decent portion of the capital yourself .

Franchising, as well as any other type of business requires two key components for initial capital… a ‘ plan ‘ and ‘management expertise “. And that plan by the way is known as the ‘ business plan ‘ – which is simply your well thought out road map to financial and operational success.

The type of financing that you obtain when you finance a franchise revolves specifically around ‘ use of funds ‘, another common term for any other business financing. In your case that might be real estate, construction, equipment and fixtures, leaseholds, and some opening inventory if you have a product as opposed to a service franchise.

We mentioned the Govt business loan previously as a great conduit to get you approved for your new business. But we point to out clients that that loan program only covers equipment and leaseholds, so items such as the franchisee fee and opening inventory are not financeable. We wish they were… but they’re not!

We have referenced the fact that while Canadian banks provide millions every year for entrepreneurs in the franchise sector via the specialized BIL loan, they in general are reluctant to finance the business outside the Govt program. So discussions around bank financing quickly gravitate to personal collateral, home equity collateralization, etc. It’s simply not the optimal way to go if you want to separate your business life from your personal life.

Another strong similarity in franchise finance when compared to other business financing is the fact that a strong emphasis is placed on your personal financial history. This is typically documented by your credit report and a solid amount of emphasis is placed on this report. In Canada this report is in effect a scoring system and a good score of ‘ 650’ is required.
Simply speaking, the bank or any other commercial lender wants to know you will run your own business in the same manner as you have arranged and run your personal finances, and that of course makes sense – especially if you’re the lender!

So as we have seen many of the concepts and lender views around any business finance loan or proposal pertain to franchise finance, with some nuances / differences. Seek out and speak to a trusted, credible and experienced Canadian business financing advisor for franchise finance assistance.

Top Five Jobs For Felons

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Finding employment after being released from prison can be one of the most difficult tasks a felon faces. No one wants to hire you but parole terms require you to have a job or go back to jail. Even if you do not have parole requirements, you have to support yourself and face the question on every job applicatrion:

Have you ever been convicted of a felony?

Over 80% of all employers use some form of background check today which greatly limits the job paths available to convicted felons and even those convicted of misdemeanors.

Here are some jobs that are available:

#3 Start your own business

This is one of the best options for ex-cons because you never have to go through a background check and never have to worry about being fired. The best businesses are low cost start-ups. Look for something you can do at home, on your computer, or something where people want to pay you to come to them. This avoids renting a storefront or office.
Some examples

Windshield repair – People pay you to come to their house and repair dings in their windshield. You can purchase a kit, practice on windshields in a junkyard until you are good enough, then offer your services through your local free newspaper.
Locksmith There are many places where you can train to be a locksmith, even home study courses.

The big advantage of starting your own business is that there are no background checks. I recommend you buy some books on starting your business and a book on creating a business plan. Some books on marketing your business and the difference between a sole-proprietorship and a corporation would also be a good idea. This is a huge topic and much too complicated to go into here but you must do some research and understand at least something about running a business before jumping in. The important thing to do is research and study business books first. Most businesses fail because the person who starts it knows nothing about business. They hope to hang out their sign and the money will come in. It never happens that way. You will need a plan and you should start small.

#2 Medical Tests

It may not sound glamorous, maybe even scary, but it pays real money and they do not ask any questions other than health related ones. There are many medical studies going on around the country. These are not all for cancer or heard disease either. Somewhere a company has a new product that heals scars. They want people with scars who will try their product and let them photograph the results.

Some company has a new tattoo removal system and they need people to test it on. Some of these jobs are outpatient type jobs where they pay you a few hundred dollars a month. Others are in-patient where you are kept in a hospital and monitored. These pay the most and may involve testing new drugs, anti depressants, or they may simply want to see how a healthy person reacts to an anti-inflammatory drug. You may even be one of the people who receive the placebo drug that does nothing and not the real drug. Check the Internet or if you have a local teaching hospital or research center they may be able to help too.

#1 Recommended Job – Online Freelance Work

This is the best job for a felon because it requires no background check, no drug tests, no psychological tests, no certifications or anything else. You are hired based on what you can do and nothing else matters.

I am talking about remote, work at home type jobs. Not the fake jobs you see on the Internet like those assemble-junk-at-home jobs or copying names from the phone book type jobs, or stuffing envelope jobs, those are all scams. There are no such jobs in existence. There are however many legitimate work at home opportunities where small companies hire you online and pay up-front. These jobs may last a day, a week, or a month. You can work multiple jobs at once if you want or you can take a break or vacation anytime you feel like it. If you only want to work one day a week, you can do it. You have complete control over how much you make and when you work and you never have to go to a job interview again.

If you are good with computers that helps but it is not necessary. These jobs vary depending on what the company needs. You work for one company of a few days then work for the next company. The jobs range from computer programming, to data entry, webpage design, editing and proofreading, recording voicemail welcome messages, editing video, doing web research, forum marketing, writing sales letters, and anything else that can be done remotely. These jobs are posted on special Hire-Me Network sites by companies. You look through the listings and pick a job you want, then tell the company what you want to be paid and when you can complete the job.

Some other options are

#5 Delivery Driver

Many companies are willing to hire felons as delivery people as long as you have a clean driving record and no DUI’s. UPS has been known to hire felons.

#4 Join the Army

You can find a link to the US Army policy on hiring felons below.

#7 Telephone Customer Service

Many companies are willing to hire felons to handle phone based customer service.

#6 Temp Agency

Temp agencies are a good option. You will have to explain what your conviction was for and convince them it will not affect your work. Many companies that would never consider hiring a felon full time, will hire people from a Temp Agency or even short term contract people without a background check.

#5 Family Business

You may be able to work in a family or friend’s business.

#3 Truck Driver

It is a myth that all trucking companies are willing to hire felons. It is also difficult because special licensing is required for larger trucks. If you are on parole this kind of work may not be possible because the job will likely require you to go out of state. If you are not on parole then this would not be a problem. Truck driving jobs are not a sure thing and if you lack experience it is unlikely you will be able to drive an 18 wheeler, maybe smaller trucks.

This is a small section taken from the book Jobs For Felons which is available at Amazon for $6.95 but you can also download a free copy on the web. These are the top 10 jobs but there are many more and the book also explains more about the #1 recommendation, freelance work. This is only a few of the listings available plus you can find many agencies that specialize in helping felons find jobs, how to answer the question “Have you ever been convicted of a felone?” during an interview so that you are not immediately out of consideration and much more.

Fiberglass Fan For Chemical Industry

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CB Blower fans can be supplied to be gas tight and made of special materials to resist corrosion. Fans and turbo blowers are supplied to provide air for carbon black plants and for sulphuric acid plants.

Chemicals industry provides the widest range of challenges for rotating equipment. CB Blower Co. fans and blowers operate in conditions encompassing extreme pressure and temperature, and handle a wide range of gases containing aggressive and toxic components. Demanding specifications and strict safety requirements must be met and above all is the need for dependable operation over long periods.

CB Blower Co. fans meet the challenge of moving gases continually, reliably, efficiently and safely. They are built to API, or equivalent industry standards and their performance has been proven over many years of operation; and the blowers can meet unusual requirements that include dual drive systems with automatic drive engagement / disengagement and special materials of construction.

CB Blower Co. fans and pressure blowers are found in all major process plants. The range of applications is very wide but includes:

custom engineered centrifugal process fans for combustion air supply. These may be used directly for fired heaters for ethane or naphtha cracking plant and for processes with steam reforming such as methanol, or for boilers serving general utilities. Flue gas extraction and tail gas clean up are among the other applications for which we have supplied custom fans.
auxiliary boiler and other pre-engineered fans.
cooling fans for mechanical draught cooling towers, air-cooled heat exchangers and air-cooled condensers.
turbo blowers for sulphur recovery combustion and reaction air, sulphuric acid and carbon black plant
screw type pressure blower systems for process gas handling, notably for butadiene plants, gas turbine gas fuel compression and process refrigeration.
reciprocating turbo blowers for hydrogen processes – hydrocracking, visbreaking, catalytic reforming

The demands placed on equipment in the chemical industry are particularly high. Toxic, corrosive and unstable gases are frequently a part of chemical production processes. Maintaining the purity of gases being handled is a priority in the pharmaceutical and biological industries. CB Blower Co. supply a range of fan / blower types to the chemical industry, from fans for boiler and incineration plants that supply heat and process steam, to fans that are used on exhaust and emissions control systems to equipment that handles the materials being processed. In such a diverse industry the range of applications is very wide but there is often the need for special materials to prevent corrosion by gases such as wet hydrogen chloride and hydrogen sulphide. The blowers are adapted to meet these special needs.

For additional information please refer to http://www.cbblower.com/coolair.html

Oleg Chechel
Ventilation Equipment Designer
CB Blower Co.

http://www.cbblower.com/custserv.html
http://www.cbblower.com/index.html

Using Electrical Wholesale To Start Your Own Business

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Starting your own retail business can be daunting, but nevertheless exciting. Electrical items are a good choice of commodity to sell because most people require electrical goods at some point in their life.

Homes in the UK are full of electrical appliances, meaning this can be a very lucrative business if you get it right.

Firstly, you will need to find an electrical wholesale supplier. Electrical wholesale suppliers sell their products to retailers without charging any sales tax, and so items from a wholesaler are cheaper than you would find in a retail store.

Prices may vary from one electrical wholesale vendor to another, and so do your research to find the best business to buy from in terms of both price and service. Thanks to the internet, research of this kind is only as much effort as a few clicks of a mouse.

Next, you need to decide whether you wish to retail on the high street in a bricks and mortar store, online, or both. Many businesses which began on the high street now retail online too, and this is known colloquially as ‘click and mortar’, although the amount of independent electrical retailers on the high street has diminished considerably in recent years, partly because they do not have the huge buying power of the big chains of stores, and also because the savvy consumer is now likely to check out prices online before making a purchase.

Beginning your retail business online is a sensible way to start; the overheads are low (rent on a bricks and mortar premises in a shopping area can be very high) and so there is less financial risk involved.

You’ll need to invest money if you want to have a successful transactional website, but in the meantime, a good way to go about things is to set up as a shop on eBay. Here, you are on an equal platform to other sellers, and if your prices are right, customers will click through and buy from you.

As a seller of electrical goods, there are regulations that you must follow, namely the Waste Electrical and Electronic Equipment regulations (WEE) which came into place in 2006. These put responsibility on producers, distributors and users of electrical equipment, and so apply to you, your electrical wholesale suppliers and your customers, and so be sure to adhere to the advice of these rules.