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Brett Cenkus
United States
Приєднався 11 кві 2015
Brett Cenkus is the founding partner of Cenkus Law, PC a business law firm specializing in mergers and acquisitions, capital raising, and contracts based in Texas. Brett is also an engaging public speaker, angel investor, author, and six-time founder.
Brett's channel provides advice that helps entrepreneurs make sense of an increasingly complex business environment. He addresses legal, financial, strategic, and operational issues facing businesses of all sizes -- from startups and new businesses to multi-million dollar companies - and provides actionable advice on how to successfully prevent and overcome obstacles. Among the service areas, he focuses on are founder and partner issues, capital raising, and mergers and acquisitions.
Brett also provides insights and advice to other attorneys regarding becoming a better corporate lawyer and the changes in the profession, and he occasionally shares his random thoughts about other issues in the world.
Brett's channel provides advice that helps entrepreneurs make sense of an increasingly complex business environment. He addresses legal, financial, strategic, and operational issues facing businesses of all sizes -- from startups and new businesses to multi-million dollar companies - and provides actionable advice on how to successfully prevent and overcome obstacles. Among the service areas, he focuses on are founder and partner issues, capital raising, and mergers and acquisitions.
Brett also provides insights and advice to other attorneys regarding becoming a better corporate lawyer and the changes in the profession, and he occasionally shares his random thoughts about other issues in the world.
Seller's 10 Steps in the M&A Process (10 Steps to Sell Your Business)
Seller's 10 Steps in the M&A (Mergers & Acquisitions) Process - 10 steps to sell
Steps in the M&A Process
1. Pre-Process - (00:30)
Make your business more sellable - creating recurring revenue streams, reduce customer concentration, take yourself out of the center of the business, and start on high-hope initiatives
2. Assemble Your M&A Team - (02:18)
Attorneys
Broker vs. investment banker
CPA
Internal (under the hood)
3. Preparing to Sell - (05:12)
Sales materials - NDA, Teaser, Seller Presentation, Seller’s Disclosure Statement
4. Marketing - Indirect and Direct - (09:35)
Listings vs. sales process
5. Screening and NDAs - (12:44)
When talking to prospects initially we’ll generally provide basic information about the business. Sometimes this is in the form of a one-page “teaser.”
6. Due Diligence - (13:58)
7. LOIs (Letters of Intent) - (18:35)
Most deals use them
Prepared by buyer
IoT
8. Selection and Structure - (21:21)
Determine if a buyer who expresses a desire to buy your company is capable of getting the deal closed
9. Negotiating, Preparing, and Signing Final Documents - (23:45)
Starts at the end of Second Level DD - begin to negotiate the purchase agreement and other ancillary documents (e.g., bill of sale, seller loan if you agreed to carry some financing for the buyer, etc.).
10. Closing - (26:33)
Prepare to be underwhelmed
There are other steps in the M&A process - management presentations, auctions have their own stages and inflection points intended to systematically move buyers through a bidding process, and meetings with professional advisors. We may coordinate meetings between you and the acquirer, talk to your accountants and other professional advisors about different transaction structures, or perform a formal valuation of your business. And, not every M&A transaction follows this set path at all. Mergers and acquisitions are a high-intensity and often emotional process. To get you where we want to go, we’ll remain fluid.
_____________________________________________
Have questions? Book a call, and talk to Brett today:
clarity.fm/brettcenkus
_______________________________________________
You can reach Brett through:
clarity.fm/brettcenkus
www.linkedin.com/in/brettcenkus
BCenkus
www.cenkuslaw.com
braatenwoods.com
merger-resources.com
_______________________________________________
Brett A. Cenkus has 20+ years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers & acquisitions (M&A), securities offerings, founders’ agreements, and other general business law issues.
Through Braaten Woods, LLC, Brett helps business owners in the lower middle market ($2MM - $25MM) position themselves for sale, find buyers, negotiate, and close M&A deals.
Brett also maintains merger-resources.com, a site packed with free articles, videos, checklists, deal diagrams, template contracts, and other tools to help pass M&A knowledge to others.
Brett regularly consults with entrepreneurs and invests his own capital as an angel investor.
From 2010-2013, Brett served as Chief Legal Counsel of a publicly-traded international oilfield services company. From 2001 to 2006, he and a partner founded and built Paragon Residential Mortgage. Bridge Investments acquired Paragon in 2006.
Brett holds a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania.
Brett lives in Austin with his wife, Cathryn, and two children. He enjoys reading, squash, classic movies, great food and wine, and the New England Patriots.
#corporatelaw #mergersandaquisitions #businesslaw #corporatelawyer
Steps in the M&A Process
1. Pre-Process - (00:30)
Make your business more sellable - creating recurring revenue streams, reduce customer concentration, take yourself out of the center of the business, and start on high-hope initiatives
2. Assemble Your M&A Team - (02:18)
Attorneys
Broker vs. investment banker
CPA
Internal (under the hood)
3. Preparing to Sell - (05:12)
Sales materials - NDA, Teaser, Seller Presentation, Seller’s Disclosure Statement
4. Marketing - Indirect and Direct - (09:35)
Listings vs. sales process
5. Screening and NDAs - (12:44)
When talking to prospects initially we’ll generally provide basic information about the business. Sometimes this is in the form of a one-page “teaser.”
6. Due Diligence - (13:58)
7. LOIs (Letters of Intent) - (18:35)
Most deals use them
Prepared by buyer
IoT
8. Selection and Structure - (21:21)
Determine if a buyer who expresses a desire to buy your company is capable of getting the deal closed
9. Negotiating, Preparing, and Signing Final Documents - (23:45)
Starts at the end of Second Level DD - begin to negotiate the purchase agreement and other ancillary documents (e.g., bill of sale, seller loan if you agreed to carry some financing for the buyer, etc.).
10. Closing - (26:33)
Prepare to be underwhelmed
There are other steps in the M&A process - management presentations, auctions have their own stages and inflection points intended to systematically move buyers through a bidding process, and meetings with professional advisors. We may coordinate meetings between you and the acquirer, talk to your accountants and other professional advisors about different transaction structures, or perform a formal valuation of your business. And, not every M&A transaction follows this set path at all. Mergers and acquisitions are a high-intensity and often emotional process. To get you where we want to go, we’ll remain fluid.
_____________________________________________
Have questions? Book a call, and talk to Brett today:
clarity.fm/brettcenkus
_______________________________________________
You can reach Brett through:
clarity.fm/brettcenkus
www.linkedin.com/in/brettcenkus
BCenkus
www.cenkuslaw.com
braatenwoods.com
merger-resources.com
_______________________________________________
Brett A. Cenkus has 20+ years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers & acquisitions (M&A), securities offerings, founders’ agreements, and other general business law issues.
Through Braaten Woods, LLC, Brett helps business owners in the lower middle market ($2MM - $25MM) position themselves for sale, find buyers, negotiate, and close M&A deals.
Brett also maintains merger-resources.com, a site packed with free articles, videos, checklists, deal diagrams, template contracts, and other tools to help pass M&A knowledge to others.
Brett regularly consults with entrepreneurs and invests his own capital as an angel investor.
From 2010-2013, Brett served as Chief Legal Counsel of a publicly-traded international oilfield services company. From 2001 to 2006, he and a partner founded and built Paragon Residential Mortgage. Bridge Investments acquired Paragon in 2006.
Brett holds a Juris Doctorate from Harvard Law School and a Bachelor of Arts degree in Economics from Messiah College in Grantham, Pennsylvania.
Brett lives in Austin with his wife, Cathryn, and two children. He enjoys reading, squash, classic movies, great food and wine, and the New England Patriots.
#corporatelaw #mergersandaquisitions #businesslaw #corporatelawyer
Переглядів: 6 063
Відео
A Grab Bag Q&A of M&A Topics
Переглядів 2,6 тис.Рік тому
In this video, Brett answers 5 questions on Mergers and Acquisitions (M&A). These are questions found in his comments section of various videos. Be encouraged to participate yourself! Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www.cenkuslaw.com braatenwoods.c...
What are Disclosure Schedules? (M&A Jargon)
Переглядів 5 тис.3 роки тому
In this video, we talk about disclosure schedules (sometimes referred to as "seller's disclosure schedules" or simply, the "schedules"). Disclosure schedules are an addendum (exhibit) to whatever primary deal document the parties are using (typically either a stock purchase agreement, asset purchase agreement, or merger agreement). The disclosure schedules play an important role in mergers and ...
Is a JD-MBA Worth It?
Переглядів 17 тис.4 роки тому
Are you considering getting a JD-MBA a dual graduate business degree (MBA) and law degree (Juris Doctor)? If you want to know the pros and cons of a joint JD/MBA, this video is for you. In this video, Brett discusses the value of a JD-MBA, including whether or not it will give you more career opportunities or if you can expect to make more money with a joint JD-MBA degree. Have questions? Book ...
Is the Pandemic Anti-Monopoly Act A Good Idea?
Переглядів 7514 роки тому
In this video Brett breaks down the Pandemic Anti-Monopoly Act and some of the reasons and (mis)conceptions that are the "why" behind this bill, which was introduced by Senator Elizabeth Warren and Representative Alexandria Ocasio-Cortez. The act calls for a freeze on large mergers during COVID-19 with the justification that large corporations are exploiting the pandemic to engage in harmful M&...
PART 3: Why Do Businesses Buy Other Businesses? (M&A Motivations)
Переглядів 2,7 тис.4 роки тому
In this video, Brett continues to talk about the reasons that businesses (companies) engage in mergers and acquisitions by purchasing other businesses. Feel free to comment below! We would love to hear from you. Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www....
PART 2: Why Do Businesses Buy Other Businesses? (M&A Motivations)
Переглядів 2,7 тис.4 роки тому
In this video we are going to continue to talk about why companies and businesses buy other companies and businesses. We go over 3 reasons this takes place, expansion reasons to buy. Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www.cenkuslaw.com braatenwoods.co...
PART 1: Why Do Businesses Buy Other Businesses? (M&A Motivations)
Переглядів 4,8 тис.4 роки тому
Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www.cenkuslaw.com braatenwoods.com merger-resources.com Brett A. Cenkus has 20 years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers &...
The 4 Main Categories of Merger & Acquisition (M&A) Deals
Переглядів 12 тис.4 роки тому
Merger and acquisition (M&A) events can be grouped into four broad categories that relate to the relationship between the acquirer and the seller (target). Those categories are: - horizontal M&A deals (buyer and seller are in the same business with different customers) - vertical M&A deals (buyer and seller are at different levels of the supply chain, e.g., a transaction between a manufacturer ...
What is M&A (Mergers & Acquisitions) (in 60 seconds)
Переглядів 6 тис.4 роки тому
Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www.cenkuslaw.com braatenwoods.com merger-resources.com Brett A. Cenkus has 20 years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers &...
M&A Deal Structures: Working Capital Adjustments vs. Locked Box Closing Approach
Переглядів 20 тис.4 роки тому
Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www.cenkuslaw.com braatenwoods.com merger-resources.com Brett A. Cenkus has 20 years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers &...
8 Ways to Avoid Merger & Acquisitions (M&A) Lawsuits
Переглядів 4,9 тис.4 роки тому
Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCenkus www.cenkuslaw.com braatenwoods.com merger-resources.com Brett A. Cenkus has 20 years of experience in business law, finance, and entrepreneurship. Through Cenkus Law, PC, he provides advice and services for mergers &...
Litigation vs Transactional Law [What Does a Corporate Attorney Do | What Do Litigators Do]
Переглядів 2,3 тис.4 роки тому
Wondering what does a corporate attorney do? What do litigators do? What it’s like to be a young lawyer practicing as one or the other? You’ve come to the right place! As you may have already experienced yourself, lawyers are traditionally divided into two major categories: (1) corporate (or transactional) lawyers and (2) litigators. There are tons of sub-specialties in each category, but which...
Big Firm vs Small Firm - Whats the Best Law Firm for You
Переглядів 1,7 тис.4 роки тому
Trying to choose between a big law firm vs small law firm? Trying to decide your career path in law school? Wondering what it’s like to be a young lawyer? This video will give you the insight you need when deciding about getting a job out of law school including the future legal lateral opportunities and law firm exit opportunities available to you! A huge thank you to Angela Vorpahl for having...
100% Seller Financing (No Money Down) Businesses
Переглядів 34 тис.4 роки тому
Today's video explains why you should avoid any "BUY A BUSINESS WITH NO MONEY DOWN" courses, and explains some ways you may actually be able to accomplish acquiring a business with little to no money out of your pocket. Have questions? Book a call, and talk to Brett today: clarity.fm/brettcenkus You can reach Brett through: clarity.fm/brettcenkus www.linkedin.com/in/brettcenkus BCen...
Understanding a Roll-Up M&A Strategy
Переглядів 26 тис.5 років тому
Understanding a Roll-Up M&A Strategy
6 Things to Do Before Selling a Business | Mergers and Acquisitions (M&A)
Переглядів 21 тис.5 років тому
6 Things to Do Before Selling a Business | Mergers and Acquisitions (M&A)
Auctions vs Direct Negotiation (Types of M&A Processes) Explained
Переглядів 2,2 тис.5 років тому
Auctions vs Direct Negotiation (Types of M&A Processes) Explained
The One and Two-Step Acquisition Close | Mergers and Acquisitions (M&A)
Переглядів 4,3 тис.5 років тому
The One and Two-Step Acquisition Close | Mergers and Acquisitions (M&A)
Representations and Warranties in Mergers and Acquisitions (M&A)
Переглядів 26 тис.5 років тому
Representations and Warranties in Mergers and Acquisitions (M&A)
Mergers and Acquisitions: A Comprehensive Overview of the M&A Process
Переглядів 70 тис.5 років тому
Mergers and Acquisitions: A Comprehensive Overview of the M&A Process
You Are NOT a Good Person...and Neither Am I
Переглядів 2 тис.5 років тому
You Are NOT a Good Person...and Neither Am I
Challenging Myths: It is OK to Go to Bed Angry!
Переглядів 3375 років тому
Challenging Myths: It is OK to Go to Bed Angry!
Venture Capital Firms Are NOT in the Business of Taking Risks
Переглядів 1,1 тис.5 років тому
Venture Capital Firms Are NOT in the Business of Taking Risks
Understanding Individual Buyers in Mergers and Acquisitions
Переглядів 2,1 тис.5 років тому
Understanding Individual Buyers in Mergers and Acquisitions
Work Experience is NOT Most Important When Hiring
Переглядів 2,1 тис.5 років тому
Work Experience is NOT Most Important When Hiring
My Biggest Obstacle In Becoming a Good Lawyer
Переглядів 10 тис.5 років тому
My Biggest Obstacle In Becoming a Good Lawyer
Understanding Strategic Buyers in Mergers and Acquisitions
Переглядів 6 тис.5 років тому
Understanding Strategic Buyers in Mergers and Acquisitions
Understanding Private Equity Buyers in Mergers and Acquisitions
Переглядів 13 тис.5 років тому
Understanding Private Equity Buyers in Mergers and Acquisitions
Overhead Ratio is NOT a Good Measure of a Nonprofit
Переглядів 3265 років тому
Overhead Ratio is NOT a Good Measure of a Nonprofit
Great content Brett, I currently lead a team for M&A doing mainly consolidations in the marine industry. The comment on "Culture eats strategy for lunch" is 100% spot on. Culture assessment and integration is one of the harder aspects of acquisitions in gauging a good fit and adoption of the parent companies culture.
Excellent video! I’m outside the finance space and this was a simple but detailed explanation
Thanks.
You're welcome!
Great explanation ... Thank you for this video.
You're welcome!
Great advice. Thank you, lots of love from an independent baby lawyer from Serbia :)))
Thank you Brett for taking your time and giving us some great advice
Awesome video Brett, loved watching this 🙏
Thank you, Aaron
When you say multiple, is that the same thing as cap rate ?
It is similar. Whereas NOI (net operating income) X cap rate = sale price of property, earnings/EBITDA/SDE X multiple = sale price of business
This is informative and a straightforward overview of Deal Structuring
Do you share that list somewhere?
what's your email,... because i have some question to asked you.?
Does Baylor prepare excellent litigators in your view?
Great video. Thank you.
Really appreciate you sharing this
we don't work alone, what do we do if the broker is asking for NDA from each individual? how can we go around that?
Great video. I dont know why theres so much ambiguity in law
Multiple times sde ? Or do u mean sde plus ebit
I have a property under my nonprofit can I get a second mortgage off of it to buy another property?
Brett, thanks so much for this video and your clarity. I find myself in a "Capital and Calories" dilemma where my original 50/50 partner, an engineer, passed away. We had no vesting or divesting setup, so I inherited his wife as my new partner. She's a good person and has been funding us so far, but has no plans on doing any of the current of future work. Hindsight is 20/20!
This didn’t age well
Some videos don't!
Brett, I enjoy your videos and the information you provide. I was curious if there is anyway I could message you with some questions about M&A? Thanks
I’m trying to issue preferred stock am I allowed to do this as an LLC or should I go with corporation election. FYI $5 million dollar deal
Thank you for the information sharing. Having a corporate lawyer is so important, however, for startups, it becomes a challenge in the beginning just from the cost perspective that does not mean they cant have lawyers, just find a way to make it work, i guess.
Thank you.
Hello Brett, I have a Question, if a big company were to try to buy out a small company, without any notice, Would I in M&A, be working with that?
Hello, I found your video very informative and awesome. How can I get your contact information to contact you directly? I’m currently getting in the business of M&A as we speak.
00:04 The M&A deal process involves ten concrete steps for the seller. 02:24 Preparing for the selling process is crucial 06:35 Recognize the importance of preparing your business for sale 08:36 Finding the right M&A broker and lawyer is crucial for selling a valuable company. 13:05 There are two types of processes for selling a business: auction and negotiated deal. 15:17 The due diligence process includes a stage where the prospective buyer looks at company information. 19:39 Due diligence is a time-consuming process that involves understanding and potentially transitioning commercial contracts 21:33 The tenth step after due diligence is renegotiating the purchase agreement. 25:34 The 10 major steps in the M&A process. Crafted by Merlin AI.
Love all your videos man! Such a smart dude.
Thnx for the explanation and I'm subscribing.🎉
What's your opinion on a futures/derivatives fund, but creating a crypto coin for raising capital?
Finally an actual video that explains what corporate law means, Thank you 🎉
Excellent video and advice.
Cenkuş you are the man!!
Thank you!
Love this information. Thank you. Quick question if you don't mind. If my client gives me a debarment clause recognition agreement, are they basically saying I can't sue them? Thanks
impressive, very nice
Thank you!
Barrett: Thank you so much for the time to talk today Brett, it was really encouraging to me. Just the resolve I needed at the tail end of tax season. This is one of my favorites of your videos, likely the one that got me to subscribe and eventually reach out. It's a great idea for a structure.
You're welcome, Barrett. Glad you enjoyed this video!
Lawyer-to-lawyer.....this is a really good video. And I like your shirt.
Thank you, Eric!
Once you have an opening statement or presentation ….. is it wise to share that with the parties before mediations starts?
I got a non binding letter of intent from the Hospital next to me to buy my condo. Is this basically what ur explaining? Or will they eventually for sure buy?
thank you Brett, this helped me prepare for my business test
Thank Brett love the Video
a company made 130k euros net profit in 2023 ( net profit here means after paying everything, taxes, salaries, depreciation,etc) and in 2022 made 45k net profit, and in 2024 they are expecting net profit similar to 2023 ( they already made 60% of the same grosss sales as in 2023)....i want to buy this company and i am not sure how much i should offer for the total deal and how much of it should be offered as earnout ? any help here is appreciated , this is a real situation in Germany i have at the moment
The seller would be expecting a multiplier of let’s say 3 years min of that profit plus any amounts within the expenses which relate to owner personal earnings. On the second part - the bigger the differed part the better, let’s say 50 % down payment and 25 in two steps after 12 and 24 months…
I’m looking at a daycare. Value is probably the value of the real estate plus 1-1.5x. Which method/model would you use for a transaction under $1mil.
I need some help in my business. Talking about a buy out and I want to make sure I'm thinking correct
What about buying a private equity firm
I am a former Wilson Sonsini M&A lawyer and am tackling M&A AI automation as a startup founder. It would be great to get your feedback if you would be interested in meeting!
This helped me out a lot
Nice. Lets see Paul Allen's explanation
Company A is larger HVAC company (guessing $10M in annual sales) and wants to purchase Company B ($1M and climbing fast in annual sales), an electrical company. The prelim thoughts are Because A doesn't have the licensing or full knowledge to run company B, owner of company B would stay for 7 years to manage that "department" and then retire. Floated out currently is that Company C would develop and Seller of company B would now be a minor shareholder of company C along with share holders in Company A...All now Company C. Thoughts?
Does the sba want personal tax returns or do i need to own a business?