Punching Out: Selling a Business vs. Selling a Board

Over the years, you became an expert at selling products, so much so that it became second nature. Now it is time to sell the business, and suddenly you feel uncomfortable. Many owners become educated by experiencing one or more busted deals. With a little preparation and research, you can help increase the odds of a successful and smooth sale.

It takes years to prepare a company to become a leader in the field; why shouldn’t it take time to get ready to sell the business? However, most owners spend very little time preparing. Buyers are becoming pickier, due diligence is getting longer, and the expectation is that sellers will be at least somewhat prepared. This may be the largest transaction in an owner’s life, so it is critical to be properly prepared. Your product catalog and website might be great, but company buyers are looking for a lot more information, and they will keep asking for more. Finally, an owner needs to prepare emotionally to sell the business—something you do not worry about when selling a PCB or assembly.

Picking the Team
The team that helped you become successful in your field is not necessarily the team that will get you to a great deal. Both your long-term attorney and CPA/tax advisor may be experts in their fields, but they may not be that experienced in M&A (or they may not be “deal advisors” who know how to complete deals). Your wealth advisor might be great with 401Ks and other accounts, but you might be headed into a league above your current advisor. Be sure you work with an estate attorney that you can trust. An experienced M&A advisor will help you set valuation goals, prepare marketing materials, find a variety of buyers, and help guide you to the finish line. An experienced salesperson or rep firm helps find customers for your products—you need a team to help you find the right buyer and make it to the finish line.

Going to Market
It is rare that the "if you build it, they will come” strategy works for your products, and it is the same with selling a business. As an owner today, you may be hounded by callers, e-mailers, spammers, and others who are looking to buy your business or "have a buyer.” Unsolicited buyers may sometimes be the best route and it is a way to keep things quiet. However, if that has not worked or if you wish to go to a broader market, forming a ”go-to-market” strategy is the way to go. Either way, it is best to be prepared in advance.

Picking the Right Customer
Your business probably had a few key customers who helped you become successful. These were customers who became more of a partner than a strictly transactional customer. For most company sellers, you will need to accept some form of deferred compensation as part of the deal, such as earnouts, rollover equity, seller notes, and escrow. You may also want to make sure that the buyer will be a good custodian of your employees, customers, and other stakeholders. That means that you do not jump at the first deal but take the time to review a variety of buyers, spend time with them at meals or other events (golf, pickleball, etc.), go visit them, and ask for references (perhaps from other companies that they have purchased). Of course, you also want to make sure they have money (you do not want to put them on COD until they establish credit with you).

Selling the Baby
Selling the business you have grown over the years is very different from selling your products. It is a lot like selling your own baby. You have probably answered customers’ questions about quality, price, lead time, features, certifications, etc., a thousand times. Most likely, these questions do not make you emotional anymore because you have learned how to take a punch and get back up again. Selling a business touches a whole new set of emotions and before you get used to it, the process is over.

Due Diligence
You have been through customer audits dozens of times; this will be tougher because you have not been through selling your business before. What makes it tougher and more involved than most transactions is that so many people are involved and all people are difficult (especially when large sums of money are involved).

Remember when you got your first big order, or better yet, when the customer finally paid you for that order? Closing is kind of like that, but with more ups and downs than the elevators in the Empire State Building. Stay strong and you will reach the finish line.

Working Past the Close
Most deals involve some form of deferred compensation as well as a transition agreement for the owners. In sales, it is a cardinal sin to keep working past the close; however, in M&A, it is quite common. All the more reason to get to know the buyer well before closing the deal.

Final Thoughts
Every deal is different, so things may come up in a deal that you are not prepared for. Most likely, your team has seen it before, or at least a variation of that issue. Be sure to prepare well, assemble a great team, and pay yourself a great commission when the deal is done.

Tom Kastner is the president of GP Ventures, an investment banking firm focused on sell-side and buy-side transactions in the tech and electronics industries. GP Ventures has offices in Chicago and Tokyo, with five people in total. Tom Kastner is a registered representative of, and securities transactions are conducted through StillPoint Capital, LLC—a Tampa, Florida, member of FINRA and SIPC. StillPoint Capital is not affiliated with GP Ventures. 



Punching Out: Selling a Business vs. Selling a Board


Over the years, you became an expert at selling products, so much so that it became second nature. Now, it is time to sell the business, and suddenly you are feeling uncomfortable. Many owners become educated by experiencing one or more busted deals. With a little preparation and research, you can help increase the odds of a successful and smooth sale.

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Punching Out: Here’s the Deal About 2022


Last year turned out to be a fairly slow year for mergers and acquisitions (M&A) in the North American PCB and EMS sectors. We counted just seven completed or announced deals in the PCB sector last year, compared to 13 in 2021, nine in 2020, and eight in 2019. Firan Technology Group announced two of 2022’s seven deals with a 2023 target for completion for both. On the EMS side, only 13 deals were completed in 2022, down from 24 in 2021, 24 in 2020, and 23 in 2019.

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Punching Out: When Less Might Actually Be More


According to GP Ventures’ database, the number of PCB companies in North America is now down to 170. Just 22 months ago, the number was 199. Frankly, the actual number of active PCB manufacturers in the United States and Canada is probably closer to 150, but it is hard to keep track of the smaller shops. To clarify how we count companies, we are counting only PCB fabricators (excluding pure importers or assembly shops), and each company counts as one (for example, TTM counts as one company, Summit and APCT count as one company, etc.). Although the number of shops is down, the companies at the top of the list continue to grow.

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Punching Out: Breaking Out of the Box


Many businesses are “in a box,” that is, stuck within a range of revenues and profits. Some boxes can be velvet-lined and comfortable; others are lined with sandpaper. Buyers will usually pay more for companies that are growing, profitable, investing, and are doing something different from the competition. Buyers will pay less for companies that are in a box, then will turn around and sell them for a lot more in a few years after breaking out of that box.

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Punching Out: Mid-Year PCB and EMS North American M&A Update


Mergers and acquisitions in North America in the PCB and EMS sectors during the first eight months of 2022 were down compared to the same period in 2021. In the PCB sector, we counted four deals in 2022 compared to seven during the first eight months of 2021. In the EMS sector, we are aware of 10 completed deals so far in 2022 compared to 13 during the same period in 2021. Activity remains very strong in 2022, so it is possible that deals this year will catch up to the pace of last year.

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Punching Out: Concerns About ESG Issues in PCB M&A


Recently, ESG issues have become more prominent in business as well as in M&A deals. ESG stands for environmental, social, and governance. The PCB industry has dealt with environmental issues before, so it’s not really anything new. Water and waste treatment regulations have been in place for many years and the standards continue to increase. Most PCB shops recycle scrap materials, and many have started recycling water and using solar panels. On a related note, conflict materials regulations have been passed down for some time and the industry has learned how to be compliant.

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Punching Out! How to Incentivize Employees During a Deal


Many owners like to reward their employees when a business is sold. It is a great way to thank the employees for their years of service and to help keep them around for the buyer. In addition, it is a good idea to pay key employees a bonus during the sale process. Not only will they be doing extra work during the sale, but a key person leaving can derail a deal and/or lower the value of the deal. Key things to consider are who, how much, what, when, and does this also benefit the buyer?

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Punching Out! The Unwritten Laws of M&A


There are many unwritten laws of sports. For example, when a batter gets a hit in baseball, one of the greatest sins of the game is to flip (throw) the bat. However, when we were kids and we got a hit in whiffle ball, we would throw that bat as high in the sky as we could. In the Major Leagues, the next pitch is going in your back. In whiffle ball, the next kid tries to throw the bat higher. Because every company and individual is different, in M&A it is hard to determine what are laws, unwritten laws, or acceptable behavior.

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Punching Out! 2021 Year-End PCB/EMS M&A Update


M&A activity in the PCB and EMS sectors in North America continues to be strong despite the COVID pandemic. According to our research, there were 23 M&A deals in the EMS sector in 2021 (compared to 24 in 2020) and 13 deals in the PCB sector (compared to nine in 2020).

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Punching Out! Year-End Preparation for Selling a Business


The end of the year is a great time for an owner to step back and take a bird’s eye view of the business. Whether you are thinking of selling in 2022 or 2030, taking the time to get prepared and organized will help save time and effort in the future. Here are some items that every business owner should review on an annual basis. e year-end is a good time to remind your CPA to clean up income statement and balance sheet items that are no longer relevant. If the company has only internal financials, have the CPA do a compilation.

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Punching Out! What Does Private Equity See in the North American PCB Sector?


In the past few years, the investment by private equity (PE) firms into the PCB and EMS sectors has been increasing rapidly. Just in the past few months, APCT and Summit Interconnect have changed PE owners, American Standard Circuits was acquired by a PE firm, and Lenthor Engineering was acquired by a PE-backed firm. According to our firm’s data base, out of the top 10 independent PCB manufacturers in North America, two are public (TTM and FTG) and five are owned by PE firms. In addition, in the past few weeks, Tempo/Advanced Circuits/Whizz Systems announced an IPO via a SPAC, which shows further confidence in the direction of the PCB market. In addition to investments in the PCB market, as of today, at least 15 North American EMS firms are owned by private equity.

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Punching Out! Tips From Recent Sellers and Buyers


M&A activity is at a very high level in the PCB and EMS sectors, as well as in most sectors of the economy. We recently talked with a wide variety of buyers and sellers and scribbled down some of their insights (names not given due to confidentiality).

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Punching Out! 2021 Mid-Year PCB/EMS M&A Update


M&A activity is booming in the U.S. as the nation emerges from the COVID pandemic. Thanks to video conferencing and adjustments in procedures, M&A was also pretty busy in 2020. Now that the economy has opened and everyone is traveling, more deals are being discussed.

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Punching Out! Keep Your Saw Sharp


It sounds very simple, but work is much easier with a sharp saw. Abraham Lincoln may have said, "Give me six hours to cut down a tree and I’ll use four hours to sharpen the ax." Chainsaws are much much quicker, but the concept still applies. Tom Kastner explains how this relates to your business.

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Punching Out! How to Stand Out Among Other Sellers


It is a very busy time in the M&A world. Many owners in the electronics industry, especially in the PCB and EMS sectors, are of retirement age. Meanwhile, there is a lot of interest from both competitors and private equity firms in making acquisitions in the space. Because there are a lot of deals happening, it is important to know how to stand out compared to other sellers.

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Punching Out! 2021 COVID and Post-COVID M&A Outlook


The first quarter of 2021 was the busiest opening quarter ever for global M&A (since records started being kept in 1980), according to financial data company Refinitiv. The total global deal value was $1.3 trillion, which is a 94% increase over the same quarter in 2020, which was feeling the effects of the pandemic. But don't pop open the champagne quite yet.

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Punching Out: ‘If I Were 20 Years Younger’


We hear a lot of owners say, ‘if I were 20 years younger, I would…’, meaning they would make major investments or strategic changes if they had the time to realize the return on investment. Other reasons for not making investments are the lack of funds, lack of energy, etc. However, we feel that the return on investments does not always take as much time, money, and energy as owners think.

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Punching Out! The ROI of M&A


The common stigma surrounding M&A is that 80% of deals do not reach expectations. Still, deals grab headlines, and many companies use M&A as their primary growth strategy. Is there a disconnect between reality and the headlines, or is the stigma of M&A failure not really true?

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Punching Out! The ‘Dream’ Business Exit


Almost all business owners have a “dream exit”: a well-financed buyer flies in, offers up a suitcase full of cash with no strings over a steak and lobster dinner, and the next day the owner is sitting on a beach with a mai tai. These kinds of dream exits do occur, but they are extremely rare. Tom Kastner explains.

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Punching Out! 2020 M&A Wrap Up


According to our count, there have been 19 EMS deals and 7 PCB (bareboard) deals in North America so far in 2020. There are several deals that we heard of that are in the works and there are probably many small deals that we have not heard of. Given the general economic climate in 2020 and the virtual prohibition on overseas deals, the number of completed deals so far is impressive.

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Punching Out! Dealing With Burnout


Owners of companies in the PCB and PCBA industries are used to ups and downs, but yeesh, 2020 has been tough. The good news is most owners have survived all kinds of stressful situations in the past, and hopefully, better days are ahead. Meanwhile, when an owner is faced with constant, elevated levels of stress, it is easy to feel burnt out. Tom Kastner details ways to deal with burnout at work.

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Punching Out! Bringing PCB and PCBA Industries Back to the U.S.


Although U.S. PCB companies have been waving the flag for years, the COVID-19 crisis has shined a spotlight on the U.S. dependency on overseas suppliers for many electronics products. Tom Kastner lists five ways production will come back to the U.S.

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Punching Out! Are We Selling a Business or Watching ‘Die Hard’?


There is a lot of drama involved in selling a business. According to Wikipedia, the movie series “Die Hard” is about “a police detective who continually finds himself in the middle of violent crises and intrigues where he is the only hope against disaster.” Tom Kastner explains how if you use the “strong or powerful” definition of “violent,” that pretty much describes many M&A deals.

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Punching Out! Due Diligence: Quality Inspection for Business Sales


Although the due diligence process can be exhausting, Tom Kastner explains how it is important that buyers and sellers keep their eyes on the prize of closing, stay positive, and don't allow emotion to run the deal.

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Punching Out! Acquiring a Distressed Company


Everyone loves a bargain. Just like buying an old car or a fixer-upper house, you can get a great deal, or sometimes you get what you pay for. Tom Kastner shares some thoughts on acquiring a distressed or underperforming business.

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Punching Out! 20 EMS Deals in the Past 12 Months


Does it seem like there have been a lot of EMS deals in North American in the past 12 months (June 2019 to May 2020)? Tom Kastner highlights some of the major M&A deals, as well as predictions.

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Punching Out! Pivot Like MJ


Most successful businesses have pivoted at least 4–5 times during their history. The COVID-19 pandemic has forced many companies to close and many others to find other business models. You might not want to stop making boards and start delivering for Amazon, but Tom Kastner explains how it is good to keep looking for new opportunities.

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Punching Out! Stress Testing Deals


Most M&A transactions fall apart several times before closing, even during normal times. When a major crisis occurs—whether internal or external—a deal can truly be stress tested. Tom Kastner shares 12 tips his company has used (and are currently using) to keep deals rolling.

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Punching Out! What Is a Quality of Earnings Report?


For the past several years, quality of earnings reports (also called “Q of E” reports) have become more popular in M&A deals. Whether the seller’s financials are audited, reviewed, compiled, in QuickBooks, or on the back of a napkin, a Q of E report helps buyers become more comfortable with the seller’s numbers and identifies risks in the business. Tom Kastner explains.

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Punching Out! Why Buy a PCB/PCBA Shop?


Overall, the U.S. economy is strong, and manufacturing has seen a resurgence over the past decade. Still, the overall trend for investors and small company buyers for 20 years has been in asset-light, tech-enabled services businesses, such as Uber, Amazon, Airbnb, etc. Given that background, why should someone buy or invest in a North American manufacturing business such as a PCB or PCBA company? Tom Kastner explains.

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Punching Out! Lessons From Recent PCB/PCBA Buyers


Tom Kastner reached out to several buy-side clients as well as others who have recently made acquisitions in the PCB and PCBA sectors. He shares some common themes and their thoughts on what went right, what went wrong, and what they would do differently next time.

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Punching Out! Trust Is a Major Factor in M&A Transactions


Trust is critical in M&A transactions. Both parties are naturally suspicious of each other, and tensions run high even in the smoothest of deals, so any small molehill can be magnified into Mt. Everest. To avoid bigger problems, Tom Kastner emphasizes the importance of establishing trust from the beginning and continuing to be trustworthy throughout the process.

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Punching Out! SMTAI 2019


My firm goes to a lot of trade shows—at least one each month—because it is a great way to meet business owners as well as their trusted advisors. Trade shows are also an excellent way to hear industry information that otherwise we would not hear (aka rumors).

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Punching Out! What Goes Into the Confidential Memo?


One of the key materials used in the business sale process is the confidential memo or book, which is essential if an owner is considering a sale of the business. Even if you are considering a sale in the future, it is good to have a basic book ready in case an unsolicited buyer comes calling.

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Punching Out! Mid-2019 M&A Round-up


There have been quite a few deals in North America in the PCB and EMS spaces over the past 12 months. I have attempted to track down a fair number of these deals and list them, but many are not publicized. What’s remarkable is that so many of these deals involve private equity. PE firms are certainly a great source of liquidity for owners in these sectors. PE-owned firms tend to make a lot of add-on acquisitions, so we’ll look at these companies to acquire many smaller shops in the coming years. Here are some of the most notable PCB, PCBA, and EMS deals since December 2018.

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Punching Out! Why Can’t You Sell Your Business on eBay?


Wouldn’t it be a lot easier if we could buy and sell companies online? Owners could avoid a lot of trouble and fees as well as get deals done quicker. Unfortunately, it’s not that easy. Here are seven reasons why a business cannot be sold online and how owners can make the sale process go more smoothly.

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Punching Out! Exit Planning 101


Proper planning can take away many headaches for the seller and buyer as well as increase the value of the company, help obtain better terms, and overall, make it easier to complete a transaction.

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Punching Out! Delegate and You Shall Be Set Free


It is good for owners/CEOs to step back a few times a year and think about what they do well, what they like to do, and what others can do better. Delegating simple tasks, like sweeping floors, is easy, but delegating sales management or quality control might be tougher. Although delegating is difficult, almost no business can grow solely on the efforts of the owner.

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Punching Out! What’s Special About Your Business?


To help sell your business to buyers, or to sell your products and services to customers, it is a good idea to find out what is special about your business. It is also important to know how to communicate what's special. Read on to find out how you really compare to the competition, and what concrete metrics and KPIs you can use to judge your own performance.

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Punching Out! Avoid Surprises During the M&A Process


No one likes surprises, especially in merger and acquisitions (M&A) deals; there are enough unknown variables to start with. As the deal progresses, tensions start to rise, so any additional variables can cause a disproportionate response. Below are some ways to avoid surprises, and how to deal with them when they come up.

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Punching Out! How to Avoid Key-Person Risk


PCB West 2018 is next week in Santa Clara, California (September 11–13). Can you go to the show and visit a winery or two without your shop falling apart? Have you taken a vacation in the past few years? Can you afford to not do board rework on a holiday weekend, like this past Labor Day? If you answered “no” to any of these questions, you may have key-person risk.

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Punching Out! Beware of Customer Concentration Risk


One of the biggest risks in M&A is customer concentration risk. It is hard to avoid as a business owner; if a customer is giving you orders, you generally take them! The next thing you know, your customer has 90% of your sales and they own you. We see this a lot in both the PCB and contract manufacturing industries.

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Punching Out! Dealing with Family Businesses


Some families may have spent this past Father’s Day discussing family business issues, including when, how or whether to pass the baton. There are several issues to consider when dealing with a family business.

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Fact or Myth: Do 80% of M&A Deals Fail?


We are often asked by business owners if the commonly quoted figure is true that 80% of mergers fail to meet expectations after closing. There is a fair amount of research on large ($1 billion+), public deals that suggests that the 80% post-closing failure rate may be true.

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How to Prepare for a Smooth Post-M&A Deal Transition


Selling a company is an exciting process, as well as time-consuming, stressful, and complex. Both sellers and buyers are sometimes so caught up in the deal that they forget to properly plan the post-deal integration.

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Cross Border Deals: What to Look for and How to Manage


My firm has been approached by foreign firms several times this year and in 2017 who want to acquire PCB, PCBA, or other electronics companies in North America.

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Punching Out! Top 10 M&A Deal Killers


I am often asked about some of the reasons why M&A deals die. Although this is a very painful subject, hopefully through sharing these reasons we can help some deals survive the M&A process. Here are my top 10 M&A deal killers (and some of the solutions).

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Punching Out! Survey on State of the North American PCB M&A Market


Recently, my firm surveyed about 20 PCB manufacturers in North America with an estimated greater than $10 million in revenue. Quite a few replied, and we have spoken with many others throughout the year, which gives us a good view on the state of the PCB market. If I did not contact your shop recently, it is because we already talked within the last 12 months.

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Punching Out!: PCB/PCBA M&A Top 10 FAQs


We talk with owners a lot about the possible sale of their businesses. Here are the top 10 questions asked by PCB/PCBA shop owners about the process.

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Punching Out! Case Study—Lessons on a Deal


This is a story of one of our clients, a U.S. contract manufacturer that sold a few years ago. To maintain confidentiality, the names have been changed and the details slightly modified.

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Punching Out! Making the Process Easy (M&A Process Engineering)


In the M&A world, there are companies that make it easy (or at least easier) and those that make it difficult. By making the process easier, sellers should see better valuations and terms, and have a smoother deal process.

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Punching Out! Bridging the Valuation Gap Between Buyer and Seller


PCB acquisitions in the U.S. are down so far in the first five months of 2017, with only two announced deals (HT Global Circuits’ acquisition of Pho-Tronics in April; American Standard Circuits’ acquisition of Camtech in May); and one anonymous deal that I am aware of that has not been announced. This compares with 11 announced deals in 2016. There are a variety of reasons for the decline, but one reason could certainly be the valuation gap between buyer and seller.

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Punching Out! How to Put a Wrench in the Rumor Mill During the Sale of a Company


When selling a house, the owner’s agent puts a sign in the front yard, posts info on the Web, and invites buyers over for an open house. When selling a car, we put a sign on the windshield and take out an ad with our phone number on it. However, when selling a business, some owners do not even tell their spouses.

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Punching Out! Selling a Company—Seeing it as a Triumph, Not a Defeat


Somehow, there is a still a stigma that selling a company is a negative for the owner. Many people think that there must be something wrong, otherwise, they would not be selling. In reality, exiting a business should be looked at as a triumph for the owner, not a defeat.

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Punching Out! 10 Ways to Increase the Value of Your PCB/PCBA Shop


I have worked with a wide range of companies in the PCB, PCBA, and other tech and electronics sectors. Through the years, I have developed some ideas on how companies can improve their valuation. Some of these ideas are simple and involve little cost, other ideas are more long-term and involve more effort or investment.

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Punching Out! When Should I Call an Investment Banker?


The quick answer is ASAP. Even if you are not considering the sale of the company for 5−10 years, it is best to be educated and prepared. Give your advisor (or a few advisors) a call to discuss what can be done to get the company ready for a future sale. The worst time to call an i-banker or business broker is when you are forced to sell due to poor performance, health issues, pending bankruptcy, or dispute with a partner or manager.

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Punching Out! Types of Company Buyers in the PCB and EMS Sectors


Mergers and acquisitions in the U.S. PCB sector have been in the news recently, with at least 12 deals completed over the past year, and several more in the works. In contrast, the EMS sector has been relatively quiet, but that may change now that the presidential election is over.

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War Stories from the Front Lines of Deal-Making


Here are some war stories from my experience in working on M&A deals in the PCB, EMS, and electronics fields. The names and details have been changed to protect the innocent.

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Timing: When is the Best Time to Sell?


A few of the top questions we receive relate to the timing of the sale of a business. The first is, "Is now a good time?" The second one is, "How are market conditions?" These are the top FAQs.

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The PCB Sector—What Buyers Look for and Recent Deals


The past few months have seen a rash of PCB deals in North America, for a variety of reasons.

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What the Heck is Adjusted EBITDA?


If you are looking to sell or buy a business, you will most likely come across the term ‘adjusted EBITDA.’ Other common terms are adjusted cash flow, owner’s discretionary earnings, earnings after add-backs, etc. What do these terms mean, and why are they important?

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The Additive Process: Tips on How to Buy a Board Shop or Assembly House


One of the quickest ways to grow a business is to acquire another business. At the same time, acquiring a business can be risky, and a really bad deal may put your original business in jeopardy. Here are some tips on how to make acquisitions.

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Your Baby’s Ugly, Now Get Over it (How to Work with Buyers)


Here’s a scenario: An owner has gone to market and is starting to get feedback from buyers, and shockingly, not everyone appreciates the hard work and achievements that went into the business. Buyers may not understand the business, or they may be trying to position things for a low offer. In any case, it is important to know how to work with buyers.

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Putting Together the Deal Team


When preparing to sell, remember the old saying, “He who represents himself has a fool for a client.” While many owners might be tempted to go it alone, in my experience it pays to have a deal team to help prepare a company (and the owner) for a sale

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Punching Out: How to Sell Your PCB/Assembly Shop


You are thinking of selling your PCB or assembly shop. Perhaps you are contemplating retirement, you have no successors, and the thought of going to the office on Monday is driving you crazy. This column is designed to help your planning efforts. Future columns will go deeper into each subject

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