Succession Planning

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					Succession Planning
For Family Businesses In The Aftermarket




                                           Wednesday October 12, 2011
                         Sanibel Harbour Marriott, Fort Myers, Florida
                  Taking Care of Family
                 Taking Care of Business
The family-owned business is the oldest form of business organiza-
tion known. Today, they are recognized as important and distinct
participants in the world economy.
  According to the Small Business Administration, about 90% of
American businesses are family owned or controlled. Ranging in size
from two-person partnerships to Fortune 500 firms, these businesses
generate about half of the nation’s Gross National Product.
  Family businesses may have some advantages over other business
entities in their focus on the long term, their commitment to quality
(which is often associated with the family name) and their care and
concern for employees. But family businesses also face a unique set
of management challenges stemming from the overlap of family and
business issues.
  • Only 40% of family owned businesses survive to the second
    generation, 12% to the third and 3% to the fourth.
  • Family owned businesses account for 60% of total U.S.
    employment, 78% of all new jobs and 65% of wages paid.
  • Among the companies listed on the Standard & Poor’s 500
    Index, 34 percent are family businesses.
  • Nearly 40% of family businesses in America will be passing
    the reigns to the next generation over the next 5 years.
  • There are 1.2 million husband and wife teams running com-
    panies today.


    55% of CEOs due to retire within 5 years have not
             yet chosen their replacement.

  Often, business owners are busy dealing with day-to-day issues
and end up failing to attach enough importance to planning for their
succession. Common reasons include resistance by the owner to let
go of the reins, fear of retirement or inability to find or choose an effective
successor. Transferring ownership can be highly emotional and complicated,
which is why often it is ignored until it becomes a pressing issue.
   This one day seminar will assist you in various aspects of your own suc-
cession planning. It is never too early to start planning. Unforeseen events
often cause a rapid (and frequently poorly planned) transition of the family
business. Clearly, the longer the succession plan is in place, the smoother the
transition will be.


        It’s never too early to begin planning for succession.

  A family business owner’s decision to retire is not as simple as no longer
going to the office. Key questions need to be answered before the family
owned business owner can “leave” the business:
  • Will he or she have enough money at retirement?
  • Who is going to own and manage the business?
  • How will ownership and management be transferred?
  • Should the business be carried on or sold to a third party.?
   A proper business succession seeks to alleviate or lessen these issues by set-
ting up a smooth transition between the current business owner and the future
owners of the business. Succession planning can be broken down into three
distinct categories:
  • Ownership
  • Management
  • Tax Consequences.
  Putting off business succession planning is a mistake. A proper succession
plan can help ensure that your retirement needs are met and that the business
you worked so hard to build will continue to flourish for years.
                            THE PROGRAM


 7:00   Check in/Continental Breakfast


8:00    Welcome                                      Rick Sheehan,
                                                     SSA President
                                                     Gordon Botts
                                                     ACOFAS Chairman

 8:15   The Succession Planning Process              Bill Wade
                                                     Wade&Partners


 9:30   Break


10:00   Aspects Of Buying/Selling A Small Business   Tom Marx and
                                                     Paul Cooperstein
                                                     Marx Group Advisors
11:30   Today’s Workforce – What They Really Want    Jim John
                                                     Northwood University


12:00   Lunch


 1:00   Business Succession With An ESOP             Michael Holzman
                                                     Morgan Lewis

 2:30   Break


 3:00   Breakout Sessions

          Succession Plans                           Bill Wade

          Selling A Business                         Tom Marx

          Creating an ESOP                           Michael Holzman


 6:00   Reception
           The Succession Planning Process
                           by Bill Wade

                       Family business succession planning is a
                       process in which a business owner passes the
                       business off to someone within the family, ei-
                       ther in management, ownership, or both. Like
                       any business planning process, family busi-
                       ness succession planning will vary, depending
                       on numerous factors.
                           Succession planning should be part of a
                        company’s recruitment and selection process.
                        High-level management should agree to this
process and take part in it. The succession planning process will vary,
depending on the type of company. Some of the steps might include:
  • Create an organizational strategy. This involves identifying
    the number of people required for positions in the future.
  • Identify the skills, values and personality traits that employ-
    ees (and relatives) should possess to obtain these positions.
  • Develop tools to assess potential candidates, such as perfor-
    mance reviews, tests and interviews.
The current owner and the potential new owner should:
  • Evaluate whether this is the best option for the business.
  • Create an in-depth plan and have it reviewed by everyone
    involved in the planning process.
  • Closely monitor the plan as it unfolds. Be flexible and make
    adjustments as necessary.
  • Incorporate tax planning and estate distribution in the plan.
  When you’re working with family members in your business, you
can’t solve problems by simply saying, “Go to your room.” It’s for
good reason that business owners today spend millions of dollars on
books, seminars and outside consultants trying to solve some very
basic problems.
        Aspects of Buying/Selling a Small Business
                    Tom Marx and Paul Cooperstein

                       70% of all small and mid-sized
                       businesses never sell after they
                       are put on the market. Selling
                       a business is not like selling a
                       piece of real estate or any other
                       type of asset.
                          This session is designed for
                        small and mid-sized owners
                        who are thinking of selling their
       Tom Marx         business and need to know how       Paul Cooperstein
to prepare and follow-through the right way to success-
fully value their business.
  Questions to be answered include:
  • What Paperwork & Information To Get Ready Before Going To Mar-
    ket
  • Why Understanding Your Tax Returns & Financials Are So Important
  • How To Value Your Business To Sell Using Various Techniques
  • Why Financing Could Be Important To Your Deal Structure
  • What You Should Look From A Broker Or Agent
  • Understanding Business Buyers & What Is Important To Them
  • Why Non-Disclosure Agreements Are Important & What They
    Should Say
  • How Deals Are Usually Structured & Why
  • How To Market A Business For Sale To Get The Price/Terms You
    Want
  • What You Should Expect From Buyers & Why Backup Offers Are
    Critical
  • The Closing Process: Escrow, Transition Issues, & Closing The Deal
          Business Succession With An ESOPs
                          Michael Holzman

                   An ESOP is a dynamic, tax-qualified employee benefit
                   plan that offers great advantages to business owners,
                   management, and private equity investors, as well as
                   employees.
                     Why should you learn more about ESOPs? As a busi-
                   ness owner, you may qualify for significant tax benefits
                   when the time comes to sell or refinance your business
                   or to diversify your personal wealth. ESOPs can also
                   provide major benefits to your employees.
• Introduction – The Magic of ESOPs
• How ESOPs Work
• General Description of ESOPs
• Special Provisions Applicable To ESOPs
• The Tax-Free Rollover
• Leveraged ESOPs
• Dividends-Paid Deduction
• ESOPs for S Corporations
• Potential Problems and Pitfalls
• Conclusion—Putting It All Together
Bill Wade – Wade&Partners
If there’s a single word that can be applied to all of the Wade Partners, it’s
“entrepreneurial.” They have a real understanding of what it takes to cre-
ate a business and sustain it over time.
  Having participated in family business planning and acquisitions of
over 50 companies, Wade has a strong sense of the fundamentals of small
business and an especially keen sense of street level economics.
  The Wade Partners bring an unbiased approach to analyzing needs and
problems while developing short and long-term plans. They are adept at
creating solutions that last, even though they sometimes don’t reflect the
current common company wisdom. Wade Partners have a wide-ranging
set of skills that are used specifically to get results, quickly.

Tom Marx – Marx Group Advisors
Tom Marx has over 12 years’ experience delivering M&A services and
a 25+ year network of relationships in the Automotive and Heavy Duty
Aftermarkets. He has been involved with industries from motor sports to
technology, real estate and financial services.
   As President/CEO of The Marx Group, a full-service marketing
communications firm, Tom provides business development, marketing
strategy and marketing communications services to the Automotive and
Heavy Duty Aftermarkets. He has authored a book entitled Marketing
Sucks! (And Sales, too!), writes a monthly eNewsletter, speaks on M&A
and marketing and is an active member of SEMA, AAIA, AASA, ACC,
APRA and HDMA.

Paul Cooperstein – Marx Group Advisors
Paul Cooperstein brings over 30 years’ experience in selling and acquir-
ing businesses and property. He focuses on helping clients optimize all
phases of their business to add the most value to the transaction, including
analysis of operational, organizational, financial, administrative, supply
and marketing resources. An attorney for over 30 years, Paul has helped
build successful organizations in a wide variety of industries including
venture capital, real estate development, automotive parts, retail, and dis-
tribution/service businesses. Paul also helps business organizations break
through visible and invisible barriers standing in the way of commercial
success.
Jim John – Northwood University
James R. John is current Director of the Automotive/Heavy Duty Truck
Program Development and Recruiting for Northwood University. He has
been associated with the Automotive Aftermarket for over 40 years.
  Previous employment includes the Champion Spark Plug Company
where he held various positions including Territory Manager, District
Sales Manager, National Account Executive and Regional Sales Man-
ager. Mr. John was also employed with NAPA where he was the National
Account Manager for the Western Division of Genuine Parts Company.
He was also employed with the Triad Systems Corporation where he was
Group Manager for National Accounts.
   Mr. John is a graduate of the University of the Aftermarket’s Automo-
tive Aftermarket Professional Program. He served as the Chair of the
Automotive/Heavy Duty Truck Aftermarket Management Program on the
Midland campus for 18 years before retiring from the position in 2010.

Michael Holzman – Morgan Lewis
Morgan Lewis offers clients one of the nation’s largest dedicated ESOP
teams, composed of attorneys with substantial experience in all the vari-
ous legal disciplines ESOP transactions require.
   Members of their ESOP team advise clients regarding federal taxation,
employee benefits, corporate law, banking law, and financing matters.
They have counseled public and private corporations, ESOP fiducia-
ries, lenders, management groups, and private equity firms on the use of
ESOPs in hundreds of transactions, including:
  •   Shareholder liquidity transactions,
  •   Leveraged management buyouts,
  •   Corporate stock repurchases,
  •   Ownership succession transactions,
  •   Private equity transactions, and
  •   Hostile takeover bids.
  Morgan Lewis is a member of The ESOP Association, the National
Center for Employee Ownership (NCEO), and Employee–Owned S
Corporations of America (ESCA). Members of their ESOP team actively
participate in the activities of those organizations, serving in leadership
positions and participating in their educational and lobbying efforts.
             THE SSA PROGRAM THAT FOLLOWS
Thursday, October 13, 2011
  7:00 a   Check in/Continental Breakfast
  8:00 a   Welcome                                               Rick Sheehan
  8:15 a   CSA 2010 - What Do You Do Now?                        E. J. Michaud
  9:30 a   Equipment Trends 2012                                 Steve Sturgess
10:30 a    Break for Activities: Golf, Fishing, Spouse Program
  6:00 p   Reception
  7:00 p   Dinner On Your Own
Friday, October 14, 2011
  7:00 a   Continental Breakfast
  8:00 a   Assessing What Your Shop Dies Well                    Matt Winslow
  9:00 a   Fighting Enemies of Shop Profitability                Dr. David Kwinn
10:00 a    Booth Sessions With Vendors
12:00 p    Lunch With Guests                                     Jim John
  1:30 p   Brake Technology                                      John White
  3:00 p   How to Conduct an Insurance Audit                     Toby Stubbs
  4:00 p   Breakout: Manufacturer Training (3)
           Breakout: Individual Insurance Audit (4)
  6:00 p   Reception and Competition
  7:30 p   Dinner on Your Own
Saturday, Ocober 15, 2011
  7:00 a   Breakfast
  8:00 a   SSA Financial Analysis                                Bill Wade
  9:00 a   Tire Safety                                           Kevin Rohlwing
10:00 a    Educational Session 4                                 Craig Fry
10:45 a    Break
11:00 a    Distributor/Repair Shop Member Meeting
           Supplier Member Meeting
12:00 p    Lunch with Guests
  1:00 p   Departure Activities
  6:30 p   Closing Reception
  7:30 p   Supplier Banquet and Awards
Sanibel Harbour Resort and Spa




   SPONSORS:   Power Heavy Duty
               Randall Reilly - Truck Parts & Service
               Corkhill Insurance
               Dorman Products
               Northwood University
               Heavy Duty Representatives Association
               Wade&Partners
               Marx Group Advisors
                    Succession Planning
                 For Family Businesses In The Aftermarket


This will be a special seminar held in conjunction with the 2011 SSA Annual
Convention to be held this year at the Sanibel Harbour Resort & Spa, a Mar-
                     riott property in Fort Myers, Florida.



                                 COST
    The “Succession Planning” seminar is available at no additional cost
    for SSA Members who are registered for the 2011 SSA Convention.
    For ACOFAS members the “Succession Planning” fee will be $350
    for each person and will include attendance at the SSA convention.
For all others, the “Succession Planning” seminar will cost $500 per person
               and includes attendance at the SSA convention.
  Accommodations at the Sanibel Harbour Resort & Spa are not included
   in the registration fees for the “Succession Planning” seminar and the
 2011 SSA Convention. If you wish to stay at the resort, please contact the
Sanibel Harbour Marriott directly (239-466-4000) and ask for the SSA rate.



                      HOW TO REGISTER
             Please obtain a registration application online at:
                  www.truckservice.org/succession
                                Or contact
                      Service Specialists Association
                           160 Symphony Way
                             Elgin, IL 60120
                              847-760-0067

				
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