Business Merger & Acquisitions Overview

   Who We Are

    Whispering Creek is a management services company committed to delivering innovation solutions that help customers improve business processes, reduce operating costs, and achieve competitive business advantages.                                     

    Our Niche

    Whispering Creek niche is to address the under served market that falls between the small "Mom and Pop" shops and the $200MM and over corporations. We provide these small and mid-market organizations with the level of customized representation and assistance that previously had only been made available to much larger firms.

   How We Operate

    Whispering Creek understands how to implement a discreet targeted marketing plan to identify qualified buyers and sellers while maintaining strict confidentiality regarding the specifics of your business. We ensure that your competitors, employees, vendors and customers will not become aware of the impending sale of your Company. As an additional precaution Whispering Creek requires qualified potential acquirers to execute confidentiality and non-disclosure agreements.

    Whispering Creek is a consulting and advisory firm who provides a range of specialized professional services to manufacturing, construction, distribution, retail, and technology and service companies.  Whispering Creek supports organizations with Mergers and Acquisitions through facilitation of the buy/sell process and with its extensive contacts.

    Whispering Creek works closely with family owned businesses.  Family owned businesses have in addition to customary business issues, another layer of dynamics that requires a customized approach to organizational growth and/or ownership transition.  These dynamics may include:

• Roles, responsibilities, and compensation issues
• Succession planning
• Business measures of success
• Communication and accountability
• Profitability
  

Whispering Creek Receives Top Honors For Business Merger & Acquisitions

   On November 5th, the Maryland Association For Corporate Growth (ACG), the premier professional organization focused on corporate growth, corporate development and mergers and acquisitions recognized Key Bridge Partners of Washington D.C., Duvinage Corporation, Hagerstown MD and Whispering Creek of Bedford Pennsylvania naming the winner of its Outstanding Corporate Growth Award. 

   Whispering Creek had a working history with Duvinage and Key Bridge Partners and seeing the synergistic value a merger would bring to the two firms, facilitated the acquisition of Duvinage by Key Bridge Partners.

   The Association for Corporate Growth (ACG), founded in 1954, is the premier global organization for professionals involved in corporate growth, corporate development, and mergers and acquisitions for more than 50 years.    

    Recasting Financial  

    Statements

    Privately held companies financial statements  are generally prepared to  minimize tax burden.  Unfortunately this is at odds with what a business owner  wants to show to a potential buyer.  To enable a potential buyer to see the true profitability and discretionary cash flow, a recasting of financials is necessary.   This recasting involves identifying items such as the owner and certain family member salaries; owner or family fringe benefits; expenses for future expansion that have not  impacted historical sales; non-cash expenses; and other expense items not likely to recur or be applicable to future ownership.  An important step in this process is to thoroughly  analyze the general ledger to identify all expense  items that can be restated or adjusted and thereby maximize the price a seller will receive for the company.

     A well thought out and realistic plan for growth can greatly enhance the value of a company.  It serves as a road map to expansion opportunities that a new owner could exploit with additional capital or other resources that it may bring to the table.  The plan should assume that significant capital resources will be available after the sale and identify areas where historic sales were constrained due to capital limitations.  Often the acquirer is better prepared to act on these opportunities.  Whether it is limited desire, burn out, or lack of capital resources holding the business back, it is critical to develop a well-defined plan that identifies the most realistic growth opportunities.                                                                                            

  Tackling the "Deal Killers"

Early On                                                                  

    The seller will be well served resolving issues that may jeopardize their business sale before the opportunity is presented to prospective buyers. Eventually these issues will surface and it is far better to be prepared and address them up front. "Deal Killers" may include a lease that needs to be negotiated, property to be cleaned up, equipment to be replaced, financials to be revised, pending litigation, key employee or customer retention.

Environmental Components

    It is the sellers responsibility to obtain required environmental clearances (if any) prior to the business sale closing. This is triggered generally by a company's standard industrial classification. This can be accomplished by having a "Phase One Study" that will identify any environmental concerns.  Since the environmental due diligence is a requirement, advanced planning could reduce or eliminate unnecessary delay that can jeopardize the process momentum and ultimately the deal itself.

Carve Out Excess Assets

    One method of increasing a seller's total financial yield from a transaction is to identify excess assets that can be converted into cash prior to a transaction, without adversely impacting the business. One such example might be selling "excess" inventory prior to the closing.

  Critical Components of Buying A Business

    There may come a time that you wish to expand your business by acquiring or merging with another business. Whispering Creek can assist you to determine the characteristics of the right business, and to identify viable sellers.  You may be a financial buyer who is exploring new directions, or a strategic buyer wishing to enhance the success of your existing companies or gain access to larger markets.

    Whispering Creek does not compete with others for the company you want to acquire. Using our customized process, we find businesses that are not necessarily in the market. With our strategic acquisition approach we can provide you with many "hidden opportunities" as potential acquisition candidates.

    Creative thinking, perseverance and a team-based approach are the keys to our customized prospecting activities.  With our unique approach, we significantly increase the odds that you will be connected with one or more "right" acquisition possibilities.

    Every deal is unique and brings its own set or circumstances and risks. Businesses are tantamount to "living entities" with many moving parts. Along with your professional staff, we can help you negotiate and structure the best financial deal. We recognize that on the one hand you want to buy the business, and on the other you want to avoid as much risk as possible. We will facilitate the process and identify the "deal killers" and creatively strive for win-win solutions.                                                                                   

  Financial Assistance                                                                  

    Bringing sellers and buyers together is only part of of the formula toward consummating goals. The buyer must be able to procure the necessary funds to finance and close the transaction. Accessing the requisite financing can be a frustrating and tedious process. There are many hoops that buyers must jump through, coupled with the process of articulating the strengths of a fluid business to financiers, who often bring a heavy dose of skepticism to the "underwriting process." Buyers must understand how to obtain the necessary financing to acquire and operate the business.

     We maintain close relationships with numerous reliable and aggressive financing sources that are equipped to find creative solutions to close deals. We are happy to introduce our clients to the decision makers at these financing institutions to help facilitate timely closings.