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The Changing Landscape of


Mergers and Acquisitions
SHAUN GODFREY, REGIONAL DIRECTOR

Acquisitions The Features


& Benefits
History of Acquisitions
Typical Motivators
What, When & Where to Acquire
Valuation Methods Pre & Post RDR
Dressing yourself for a sale
Pitfalls & Common Mistakes
The 3 key factors to successful sale & purchases

History of Acquisitions
1984 Provincial Broker / IFA

275,000

80s through to date Largely localised purchases (pub landlord)


250,000
Early 90s Networks Consolidation & National Firms (GI Dominant)
175,000
Late 90s Concentration on salesforce / adviser numbers
125,000
Noughties 00s Rebirth of Provincial Purchasers
10s Consolidators, Boutique & Distributors
20s Vertical Integration & On Line

75,000
25,000
17,500

Typical Motivators
More Clients
Greater Geographical Reach
Increased Turnover
Adviser Numbers
National Distribution
Controlled Distribution
Establish a footprint
Faster Growth

What, When & Where to Buy


or Sell
What is youre growth strategy
What are your reasons to buy or sell
What do you really want & why
Your exit strategy
Will it cause indigestion
Will it be profitable
Is it for Income, Increased Revenue, Profit or Capital Value

Valuation Methods Pre & Post


RDR
Pre RDR Valuation Basis
Multiple of Renewal / Recurring Income / OAF - 2 or 3.5 X
Various largely based upon distribution access
Post RDR Valuation Basis
Multiple of Renewal / Recurring Income / OAF - 2 or 3.5 X
Total Revenue
EBITDA
PAT

- 1 up to 2 X

- 2 up to 5 X

- 4 up to 6 X

FUM - 1 up to 2%

Dressing yourself for a Sale


Decide who is your preferred buyer, type of deal and what you are doing afterwards
Be realistic not ridiculous
Compliance Reports & PII Policy History & Adviser Contracts
Demonstration of Management Controls in place
Clear & Concise list of Recurring & OAF and Client Categories & Non RDR income
Client Demographics & Planning
Servicing regimes & actual record of delivery
Full diligence on any buyer including ethos & financial capability
Whats the goodwill value ?

Pitfalls & Common Mistakes


Being ridiculous
Independent v Restricted is a dead argument
Why are we all doing this & what do we want
Past business review short-sightedness
Not enough time spent on the Monday morning reality
Adviser & Staff feelings
Legal Agreement and Financial surety
Rationale & Regulatory Risk of asset movement
What are the benefits to the clients

3 Key factors to successful


Sale & Purchases
Trusting the Why

Financial Capability

Benefits to the Clients

Acquisitions The Features


& Benefits
History of Acquisitions
Typical Motivators
What, When & Where to Acquire
Valuation Methods Pre & Post RDR
Dressing yourself for a sale
Pitfalls & Common Mistakes
The 3 key factors to successful sale & purchases

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PREPARING YOUR BUSINESS


FOR SALE

PREPARING YOUR BUSINESS FOR


SALE
Be Prepared!!
Acquirers will require incredible amounts
of information and supporting
documentation.

PREPARING YOUR BUSINESS FOR


SALE
Back Office System?
If you dont have one you must at least
have information in Excel. Some acquirers
will charge you to build a back office
system from which they can perform their
due diligence.

PREPARING YOUR BUSINESS FOR


SALE
Data Rooms
More Acquirers are now using data rooms
during diligence. It is simpler and reduces
their costs.

PREPARING YOUR BUSINESS FOR


SALE
Electronic Files
Hold as many files as possible on an
electronic database. Acquirers do not want
paper files and will charge you for the cost
of scanning.

PREPARING YOU BUSINESS FOR


SALE
Do not increase charges!!
Most Acquirers will place a higher value on
businesses charging c0.5% due to the
potential for uplift.

PREPARING YOU BUSINESS FOR


SALE
Segment clients
Make it apparent which clients generate
your revenue and at what levels.

PREPARING YOUR BUSINESS FOR


SALE
Who owns the clients?
Make it abundantly clear. Do exiting
Advisers have restrictive covenants?

PREPARING YOUR BUSINESS FOR


SALE
Premises
Most Acquirers wont retain premises.
Make sure you understand the cost of
breaking the lease (if you have one) or
your ability to sub-let.

PREPARING YOUR BUSINESS FOR


SALE
Payment Structure
There are several options available. Do
your homework and decide on the best
structure for you. E.g. a longer payment
term increases valuations

PREPARING YOUR BUSINESS FOR


SALE
And Finally.
The highest value will be achieved by
businesses that are prepared for a sale by
making it easy for potential buyers to see
what they are buying and who they are
buying it from.

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Maximising The Value Of Your Business


Peter Welch

Intermediary Director
Gunner & Co
8th October 2015
Gunner & Co October 2015

Agenda

Introduction

Adviser sleep patterns

The D word

Homes Under the Hammer

Cash In The Attic

Housekeeping Tips

ROI

Questions?

Gunner & Co October 2015

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Equifax has global capability helping organisations make insightful decisions about their
customers
Corporate view

$2.2bn

4.4bn

158bn

600m

TRADE
ACCOUNTS

GLOBAL INFORMATION
SOLUTIONS COMPANY

CONSUMER
DATA FILES

MONTHLY CREDIT SCORE


UPDATES

205m

EMPLOYEE
FILES

81m

BUSINESSES

UK

We operate successfully in 19 countries across


the globe AND FOR 0VER 110 YEARS

7,000

EMPLOYEES

27 YEARS

400 EMPLOYEES

400,000

450m

FRAUD & ID FILES

CONSUMER CREDIT
FILES

3.85m

156m

7.2m

90m

NON-LIMITED
COMPANY FILES

COMMERCIAL CREDIT
AGREEMENTS

SEARCH DATA
(ANNUAL)

CREDIT SCORES
(MONTHLY)

Gunner & Co October 2015

27

More than 90 financial services companies supply data


Adviser access: www.mytouchstone.co.uk
Life & Pensions

Platforms & Wraps

Asset Management

Mortgage

Gunner & Co October 2015

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www.mytouchstone.co.uk
Gunner & Co October 2015

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www.mytouchstone.co.u
k
Gunner & Co October 2015

30

What Keeps You Awake At Night?

Gunner & Co October 2015

31

Working Smarter

It's about getting things down to one number.


Using the stats the way we read them, we'll find
value in players that no one else can see.
Billy Bean Oakland Athletics

Gunner & Co October 2015

33

Which Is The More Attractive Purchase?

Gunner & Co October 2015

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Gunner & Co October 2015

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Worthless Items?

Gunner & Co October 2015

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Using Data .How Will It Help Me?

Gunner & Co October 2015

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Client Bank Wash And Brush Up

Gunner & Co October 2015

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Data Cleanse

Gunner & Co October 2015

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Client Bank Profiling External Data

Gunner & Co October 2015

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Gunner & Co October 2015

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Gunner & Co October 2015

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Gunner & Co October 2015

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Gunner & Co October 2015

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Gunner & Co October 2015

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Client Bank Profiling External Data

Gunner & Co October 2015

46

Prioritise Contact Strategy

Gunner & Co October 2015

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Housekeeping Tips

Gunner & Co October 2015

48

Actions Prior To Sale

Benchmark Fees Structure Are You Charging Too Little?

Cleanse Client Data

Append Client Data

Segment Using External Data Sources

Reconnect

Collaborate

Gunner & Co October 2015

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Return On Investment ROI

Gunner & Co October 2015

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ROI

The Return On Investment Formula:

Gunner & Co October 2015

51

Summary

Make it easy for the buyer

Sweat your assets prior to sale

Improve value on sale

Gunner & Co October 2015

52

THANK YOU
AND
QUESTIONS
peter.welch@equifax.com
M: 0777 616 1110
@My_Touchstone

Commercial in confidence

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Rathbone Investment
Management
Alleviating The Daily Grind:
Another Option To Build Your Business Cost Effectively

October 2015

Ben Johnson
Associate Director of Sales

Agenda
1. Rathbones introduction
2. Why Discretionary Fund Management (DFM)?
3. Myth busting?
4. Fit with Financial Advisor
5. Time saving features (LED)
6. Where we can help build value?
7. Cost and case study
8. Additional services

56

Rathbones

FUM: 28.3bn*
Staff: 988**
Offices: 14***
Clients: Over 41,000****

*As at 30 June 2015


includes funds managed
by Rathbone Unit Trust
Management Ltd.
** As at 30 June 2015.
This is inclusive of 272
investment professionals
*** With an additional
presence offshore in
Jersey
**** Rathbone Investment
Management Limited,
Rathbone Unit Trust
Management Limited and
Rathbone Pension &
Advisory Services Limited

Dating back since


1742
Heritage and
stability

Rathbones

Ownership
Our shareholders

Rathbone
Investment
Management
International
(RIMI)
c.1bn*

Shareholders As At 30 June 2015

Integrity, trust and


stewardship

Investment Manager
turnover (2013)
2.13%

Authorised and
regulated by the
Financial Conduct
Authority
Members of the board
abide by the FRC UK
Corporate Governance
Code

57

Our Credentials
One of the UKs largest and longest-established providers

1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.

A national firm with 14 offices across the UK


28.3 billion in funds under management 1
2bn SIPPs across 5,000

A focus on risk targeted returns

14 UK

13

locations

Aberdeen
Birmingham
Bristol
Cambridge
Chichester
Edinburgh
Exeter
Glasgow
Kendal
Liverpool
London
Lymington
Newcastle
Winchester

241
investment
professionals

10

2
4
11

3
7

14 5
12

As at 30 June 2015 includes funds managed by Rathbone Unit Trust Management Ltd

58

Why DFM? A Brief Reminder

Influence
Personal

Tailored

Access

Flexible

An aspirationalservice
An aspirationalservice
59

Why Flexibility Is Important?

Personal
relevance

Adapt to change
in circumstances

Managing returns
net of tax
60

Busting Myths

A discretionary investment manager will steal my client

If I introduce a client to a DFM, Ill struggle to justify my role and ongoing fees

Once a client is introduced to a DFM,


its hard to move them back out

Discretionary management is expensive

Clients have to be very wealthy to qualify for a DFM service

61

Fit With Financial Adviser Investment Process


Understanding our responsibilities
Understanding what we do and what we charge

Assessing
Needs

Client
Attitude
To Risk

Asset
Allocation
Investment
Selection

Review

Portfolio
Maintenance

Reporting
Discretionary Fund Manager
Financial Adviser
62

Grouping Asset Classes According To Characteristics

Liquidity

Assets with low price


volatility, low credit
risk, duration risk

Equity Risk

Equities and all assets


highly correlated with
equities

Diversifiers

Assets with
diversification potential
demonstrated by low
correlation to equities

Cash -/$//yen
Government bonds
Conventional
Index linked
UK and overseas
High-quality investment grade (AA)

Corporate bonds investment grade, high yield


Emerging market debt
Equities UK, US/Europe/Japan/Asia/emerging markets, private equity
Property equities UK and overseas
Commodities sensitive to the economic cycle i.e. industrial
metals/energy

Commodities precious metals, agriculture


Macro/trading discretionary, systematic
Total return strategies
Infrastructure
Bricks and mortar property funds

A focus on correlation is key to managing risk


63

A Framework To Meet A Range Of Needs


Risk measure / Maximum drawdown* (%)
Appropriaterisklevels

-9.83

-15.89
Lower

-21.29

-29.12

Medium

-36.92

-43.97

Higher

100%

Liquid Assets
Equity Type Risk
Diversifying Assets

90%
80%

10%

25%

20%

40%

55%

65%

80%

25%

20%

15%

10%

35%

70%
60%
50%
40%

90%

100%

30%
20%
10%
0%

Lower 1

Lower 2

CPI+
Cash+

2%

3%

10%

Medium 3 Medium 4

3% - 4%

4% - 5%

Higher 5

5% - 6%

Higher 6

6% - 7%

Based on a performance period from January 1991 to May 2015. These figures are for illustrative purposes only using historical data
based on simulated funds.
This page reflects our current views on portfolio construction and objectives but is likely to change over time.
64

Bringing Clarity To DFM Charging

Termsbasedon
business
opportunity
Standard,
Relationshipor
Partnershipterms

VATon
management
feeonly

Fee
grouping

Total
Price
1.40%*

Tiered
rates

Genuinely
feeonly

Competitive and transparent pricing


*The annual management fee is 0.90% on the first 750,000 of the
portfolio, 0.70% on the next 750,000 of the portfolio with the balance
above 1.5m at 0.50%. An indicative total account charge is 1.40% per
annum. This is based on a typical discretionary portfolio of 600,000
consisting of 20 holdings of which 36% in collectives, 58% equity and 6%
cash. Includes VAT but excludes stamp duty and any interest earned on
cash. This is based on our Partnership Rate terms.

65

Case Study - Bill And Sue

Age
Age 57
57
33 years
years to
to retirement
retirement
Pot
Pot == 890,000
890,000
Buying
Buying speedboat
speedboat costing
costing 40,000
40,000 at
at retirement
retirement
Cash
Cash flow
flow of
of 35,000
35,000 post
post retirement
retirement
ATR
ATR Higher
Higher
CFL
CFL Low
Low
Key
Key lifestyle
lifestyle choice
choice -- cruising
cruising

Key
Key Issues:Issues: Mismatch
Mismatch ATR
ATR and
and CFL
CFL

Matching
Matching liabilities
liabilities to
to investment
investment strategy
strategy
What
What ifif retirement
retirement date
date changes?
changes?

Three
Three Key
Key Strategy
Strategy Implications:Implications:1.
1. Liquidity
Liquidity bucket
bucket exposure
exposure
2.
2. Continue
Continue growth
growth to
to retirement
retirement
3.
3. Avoiding
Avoiding delaying
delaying retirement
retirement due
due to
to market
market conditions
conditions

66

SAAC Strategy 3 - Lower Medium Risk

Liquidity

Weighting
19.0%

Cash

2.0%

GovernmentBonds(Conventional)

2.0%

GovernmentBonds(Conventional-Overseas)

2.5%

GovernmentBonds(IndexLinked)
HighQualityInvestmentGradeCorporateDebt
Equity Risk

10.5%
2.0%
59.5%

CorporateBonds

4.0%

InvestmentGrade

4.0%

HighYieldandEMD

3.0%

Equities

52.5%

UK

25.0%

UK(Mid/SmallCap)
DevelopedMarkets(exUK)
DevelopingMarkets
Diversifiers
Property
ActivelyManagedStrategies
Commodities
Total

19

22

2.0%
22.5%
3.0%
21.5%

60

3.5%
16.0%
2.0%
100.0%

Liquidity

Equity Risk

Diversifiers
67

Potential Portfolio
Liquidity

Equity Risk

Cash

CorporateBonds

GovernmentBonds(Conventional)

InvestmentGrade

1.25%TreasuryStock2018

PIMCOGlobalInvestmentGradeCredit

GovernmentBonds(Conventional-Overseas)
3.625%USATreasuryNotes2019
GovernmentBonds(IndexLinked)
Treasury0.125%IndexLinked22/11/2019

HighYieldandEMD
CapitalHighIncomeOpportunities
Equities
UK(Mid/SmallCap)
River&MercantileSmallerCompanies

Treasury0.125%IndexLinked22/03/2024

DevelopedMarkets(exUK)

CGDollarFund

GLGJapanCoreAlpha

HighQualityInvestmentGradeCorporateDebt

JPMorganJapan

StandardLifeAAAIncome

DevelopingMarkets

Diversifiers
Property
L&GPropertyTrust

SchroderAsianTotalReturn
HeptagonOppenheimerDevMarketsEquity

For UK and American, see next slide.

ActivelyManagedStrategies
JPMorganIncomeOpportunities
M&GGlobalMacroBond
AspectDiversifiedTrends
BHGlobal
KamesUKAbsoluteReturn
HendersonUKAbsoluteReturn

Underlying fund charges:

0.30%

Commodities
iSharesPhysicalGold
68

Equity Carve Out UK And American Direct


Company

Portfolio

Consumer discretionary

Company

Portfolio

Healthcare

ITV PLC

1.08%

JOHNSON & JOHNSON

1.66%

NEXT PLC

2.31%

NOVARTIS AG-REG

1.65%

RELX NV

1.13%

ROCHE HOLDING AG-GENUSSCHE

3.33%

WALT DISNEY

1.52%

Consumer staples

Industrials
3M CO

1.54%

ANHEUSER-BUSCH INBEV SA/NV

1.51%

ASSA ABLOY AB-B

1.72%

COCA-COLA

1.75%

WEIR GROUP PLC

0.95%

CVS HEALTH CORP

1.67%

WOLSELEY PLC

1.23%

HENKEL AG & CO KGAA VORZUG

1.10%

RECKITT BENCKISER GROUP PLC

1.19%

GOOGLE INC

2.43%

PERSIMMON PLC

1.14%

VISA

2.42%

Energy

Technology

Materials

EXXON MOBIL

1.52%

SCHLUMBERGER LTD

1.06%

TOTAL SA

1.62%

Financials
AIA GROUP

1.90%

L&G

3.21%

BANKUNITED INC

1.67%

DISCOVER FINANCIAL SERVICES

1.56%

SAMPO OYJ-A SHS

2.97%

WELLS FARGO &CO

2.16%

RIO TINTO

0.23%

Telecoms
VERIZON COMMUNICATIONS

2.81%

BT GROUP

1.05%

Total Investment

53.09%

69

RIM Where Can We Manage Money

SIPPs

Offshore Bonds

Discounted Gift
Trusts (DGTs)

ISAs

Company
Accounts

Loan
Trust

JISAs

General
Investment
Accounts
(GIA)

Trusts

Charities

Offshore
Portfolios
(Rathbones
Jersey)

Joint Accounts

SSAS

UHNW
Family
Office
Solutions

70

Additional Services

Investment

Ethical Rathbone Greenbank


Offshore Rathbone Investment
Management International
SEC clients
Specialist Tax Portfolio Service - EIS and
IHT portfolios via AIM and unquoted
Charities

Banking

Loan facilities secured on


investment portfolio
Sterling and foreign
currency bank accounts
Electronic payments

Legal / Trust

Creation and management of trusts


Wills and estate planning
Executor and probate service

71

Summary
Fully tailored
DFM operating
in a disciplined
framework

Independently
validated
Performance data
complied to GIPS
Standards

Very
competitive
price for
aspirational
service

Direct access
to the investment
managers

First class
administration and
on-line
access

Banking Licence and


Family Office
Services offer
your clients Added
value

72

Next Steps

Rathbones

No
Thank You
A long hard look
at ourselves

Perhaps

Yes

More information
needed

Engagement with
real client scenario

73

Contact Us

Ben Johnson

Jeevan Sagoo

Associate Director Sales


07825 122 241
ben.johnson@rathbones.com

Investment Sales Consultant


020 7399 0261
jeevan.sagoo@rathbones.com

74

Important Information
The value of investments and the income from them may go down as well as up and you may not get back your original investment. Past performance
should not be seen as an indication of future performance. Changes in rates of exchange between currencies may cause the value of investments to
decrease or increase.
Information valid at date of presentation.
Tax regimes, bases and reliefs may change in the future.
Rathbone Brothers Plc is independently owned, is the sole shareholder in each of its subsidiary businesses and is listed on the London Stock Exchange.
Issued and approved by Rathbone Investment Management Limited, which is authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority. Registered office: Port of Liverpool Building, Pier Head, Liverpool, L3 1NW,
Registered in England No. 01448919.
Rathbones and Rathbone Greenbank Investments are a trading names of Rathbone Investment Management Limited.
Rathbone Unit Trust Management Limited is authorised and regulated by the Financial Conduct Authority. Registered office: 1 Curzon Street, London
W1J 5FB, Registered in England No. 02376568.
Rathbone Pension & Advisory Services Limited is authorised and regulated by the Financial Conduct Authority. Registered office: 1 Curzon Street,
London W1J 5FB, Registered in England No. 05679426.
Rathbone Trust Company Limited is authorised and regulated by the Solicitors Regulation Authority.
*Rathbone Investment Management International is the Registered Business Name of Rathbone Investment Management International Limited which
is regulated by the Jersey Financial Services Commission. Registered Office: 26 Esplanade, St Helier, Jersey JE1 2RB. Company Registration No.
50503. Rathbone Investment Management International Limited is not authorised or regulated by the Financial Conduct Authority or the Prudential
Regulation Authority in the UK. Rathbone Investment Management International Limited is not subject to the provisions of the UK Financial Services
and Markets Act 2000 and the Financial Services Act 2012; and, investors entering into investment agreements with Rathbone Investment Management
International Limited will not have the protections afforded by that Act or the rules and regulations made under it, including the UK Financial Services
Compensation Scheme. This document is not intended as an offer or solicitation for the purpose or sale of any financial instrument by Rathbone
Investment International Limited.
No part of this document may be reproduced in any manner without prior permission.
2015 Rathbone Brothers Plc. All rights reserved.
75

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A Personal Perspective: The


Practical Side of Selling Your
Own IFA Business
PAUL WILSON, CHAIRMAN, CLIFTON MEDIA LAB

A Brief Timeline
2005 2013 From Gardening Leave to Gardening Leave via a Successful Exit
2005 We set out to Build a Company which was Profitable, Scalable and Sustainable with a
Target Value in Mind
Built it to Spec in Three Years Went Non-Exec and then Developed it for Four More Years to
Get to the next Pivot Point
2013 Sold to the Perfect Buyer for Us, the Business, The Clients, the Management and the Staff
We Achieved Our Target Value, Although not to My Original Time Scale
Sounds Easy? Not Really!

We had a Plan from the Day of


Incorporation in June 2005
What Business We Were In
Why We Were in That Business
Where Our Niche Was
Where the Consultants and Clients were Going to Come From
How we were Going to Fund it and Grow
What our Guiding Lights Would Be
Exit Stage Points Go/No-Go

Realise You are Heading Towards


An Exit From the Day you Start
in Business

Uncontrolled Exits are Bad Exits No Market, Events, Cashflow, Death,


Sickness, Competition
Events Driven Requiring Contingency Planning and Tactical Agility

Controlled Exits are Good Exits All Share Buyout, Practice Buyout, MBO,
Merger, Dissolution at a Natural End
Require Strategic Planning and Focus From Day One

Into Action........2005 - 2012


Built a Brand
Built a System
Built a Structure
The Best People Came & We Grew.....
We Grew Some More by Aquisition and Organically, We Made a Profit Each Year
and re-invested, We Entrenched our Client Relationships
...........And Survived The Credit Crunch and The Bank Crash, and the Recession
We Managed Our Risk..................

A Natural Pivot Point 2012/13


We were expanding into Auto-Enrolment and Corporate Business
We Could Super-Scale to National Status
Funding in Place to do a series of Reverse Acquisitions
Independent and Autonomous Operational Board In Place
We had the Opportunity, The Capability and the Management, We Needed A Large Pile
of Working Capital and a Five to Ten Year Commitment to the Next Phase of The Plan

Alex Sullivan Introduced us to SJP

Assessing the Opportunity for


The Business
Brand Fit
System Fit
Structural Fit
Cultural Fit
Financial Fit and Aligned Goals
Net Financial Gain
Only One Life, An Opportunity To Make the Most of It

Getting Buy-in From The


Management, Staff and Clients
Consider how the Opportunity Works for Each Group
Manage the Information Roll Out Carefully
Listen to Concerns Early While There is Time and Scope to Shape and
Negotiate the Deal
Be Clear on What the Wider Benefits are, It isnt all About You
If you are Staying On Then be Prepared for the Loss of your Personal
Fiefdom

Agree Who is Staying and Who is Going

Due Diligence and Managing


The Deal Path
Tell the truth from Day One and Establish Trust: Everything will be checked
and checked again
You will Need to Document all of your Contracts, Prove Ownership of
Revenue Streams, and the Rights to Market the Client Base
Demonstrate Legal Liability and Recovery for the cost of Complaints and
Compensation costs if you have had Self Employed Consultants or
Acquired Client Banks
Shake the Due Diligence Tree as Hard as You Can, Better to Deal with a
Problem at this Stage Than Through a Warranty Claim Later
Be Prepared for Delays and Pedantry from Lawyers, Accountants and the
FCA
Keep Trading Throughout as if the Deal Is not Going to Happen

And The Exit Day Arrives...


Its been Nearly Three Years.BEST THING I EVER DID
I did an MA In Something Completely Unrelated to Anything I have Ever Done
Which Led To Building a Finacial Services Media Business Group With a New Partner
We bought the Design Company that did the Branding for the FS Business, the
Publishing Company that did our FS Magazine,and The Brokerage Business that did
the Sale. We Work with my Old Business on their Digital Marketing, We Work with
the Aquirer through Events like this, and our Film Business makes Films for them too.
And my Old Business Continues to Prosper!!!!!!!!!!!!!!!!!!

We all Won. Now that was a Deal Worth Doing

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