Bluebox brochure

®

Corporate Finance

2BCF - It’s all in the planning

33

IT’S ALL IN THE PLANNING.Selling a business requires planning. Lots of it.

Firstly it requires an assessment of who is likely to buy

your business and then, specific actions to ensure that

your business is presented in the most attractive fashion.

Bluebox is the only UK corporate finance advisor that offers

a structured planning tool for use by clients up to 24 months

before embarking on a sale. This ensures that their business

is fully prepared and properly positioned for sale to not only

increase value, but also to dramatically enhance saleability.

BCF - It’s all in the planning

Bluebox Corporate Finance 4

CONTENTS

It’s all in the planning

Intro from James & Paul

Services Offered

Blue Diamond Programme

Diagnostic Toolkits

p 2-3

p 6-9

p 10-14

p 16-18

p 20-21

4

Chapter title goes here 5

"B lueb ox are a h igh q ual i ty b usin ess.

Th eir access t o in t erna ti ona l b uyers

and rela ti onsh ips wi th b o th stra t egic

and financia l in vest ors wa s truly

impressi ve. My shareh o lders and I

recei ved impeccable ser v ice from start

t o end and we s o ld our b usin ess

for a far h igh er price than we

expec t ed. I co uldn ' t recommend th e

Blueb ox t eam h ighly enough . "Michael Clapper, Former Bluebox clientVAPESTICK Limited

5

Bluebox Corporate Finance 6BCF - Intro from James & Paul

Chapter title goes here

Most business owners have an ambition tosell their business one day. For most it willbe the most important sale of their life. Every year hundreds of business ownersand brokers across the UK contact mewith opportunities to buy or invest inbusinesses. Most of them look goodon paper. Making money, with a greatproduct or service. The problem is, as Ilook more closely at the opportunity,I see that most are not ready for sale. The highly structured Blue DiamondProgramme has been specificallydesigned to give you insight into what isimportant, and what must be addressed

if you want to maximise value when youcome to sell. It should also significantlyimprove your chances of selling yourcompany in a world where more than 80% of business sales fail to reach a satisfactory conclusion. The corporate finance market is a crowdedspace and not enough people stick to whatthey are good at. Here at Bluebox, weunderstand where we can add considerable value and expertise. We pride ourselves on being highlyselective with regards to the work that wetake on and in doing so offer a supremelyprofessional service to our clients.

JAMES CAAN CBEBluebox Chairman

7BCF - Intro from James & Paul

Bluebox Corporate Finance

Selling a business often represents the bestopportunity for an entrepreneur to realise asignificant cash lump sum in a tax efficientmanner. However, as with so many things inlife, any final ‘exit’ needs a lot of planning.

A sale exercise can start in many differentways. Often clients receive an unsolicitedapproach from an interested party. Oftenclients are contacted by an advisor offeringto sell their business and promisingriches beyond their wildest dreams.

Either way, the fact remains that over 80%of businesses that are taken to marketfail to sell. And, the frustrating thing isthat so much can be done by businessowners to tackle these issues early andmitigate the risk of a failed exercise.That is what we are doing here at Bluebox.

The analogy is simple. We plan and prepareto sell our house and often take actionsto enhance its value and saleability.For example, we may apply for planning permission that only costs £1,000, but it magically adds £100,000 to the price. It is simple to do.

However, when it comes to the mostimportant and potentially the mostsignificant life changing financial occasion,the sale of your business, the opportunityto realise the maximum value on exitis often squandered by rushing into atransaction without being fully prepared.

Bluebox are one of the UK’s leading corporate finance advisors with extensive access to both strategic and financialinvestors both in the UK and overseas.We focus heavily on the planning aspectsof a deal to ensure that the risks of atransaction ‘falling over’ are mitigated andthe price that our clients achieve is maximised.

We have lots of experience within our teamhaving sold over 200 businesses across a wide range of sectors. We recognise the importance of your decision in choosing an advisor and will repay your confidence in us by delivering an exceptional service.

PAUL HERMANBluebox CEO

8BCF - Intro from James & Paul

Chapter title goes here 9BCF - Intro from James & Paul

Bluebox Corporate Finance 10BCF - Services Offered

Chapter title goes here

SERVICES OFFERED

Bluebox is an award-winning professional services company that was founded

in mid 2012 by Paul Herman and James Caan CBE. With a combination of

Paul’s expertise in selling private businesses and James’ knowledge of the

small business market from an investor’s perspective, Bluebox provides a

stark and refreshingly different option for business owners looking to sell

their companies or raise funds. Bluebox offers clients a range of SIX different

services as detailed on the following pages.

11BCF - Services Offered

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1. PRE-SALE PLANNING: BLUE DIAMOND

Over 90% of all businesses taken ‘to market’ by theUK’s advisory community fail to sell. Bluebox hasdeveloped an award-winning programme, ‘Blue Diamond’, that works alongside both business owners and investors to ensure that the businesses that they own are FULLYprepared for sale. It is a highly structured and rigorousprogramme that identifies all key business issues thatwill drive value or enhance the saleability of yourbusiness when the time comes to sell.

The Blue Diamond Programme includes a comprehensive valuation of your business, the identification of your targetpurchasers or investors and creation of a bespoke ‘opportunity map’ that will drive additional value.Using your bespoke ‘Bluebox Roadmap’ we will review your entire business using our range ofnine proprietary ‘diagnostic toolkits’. To be entirely prepared, we will collate and host the library of all due diligence documents in your bespoke electronicdataroom. We will attend your Board meetings andprovide strategic advice on exit matters and ensureyou maintain focus. We get to thoroughly understandyour business. And then, when you are ready, wewill work with you to help you sell your business or obtain investment.

2. SELLING A BUSINESS

Selling a business is often the most importanttransaction in a business owner’s life and thesale process requires a high level of competenceand absolute focus from your adviser. Withdirect access to over 8,000 corporate acquirers,unparalleled access to both domestic and international private equity communities and withmarket-leading research capability, Bluebox prides itselfon an ability to identify the target buyer that is ableto close a deal and pay the best possible price.

Our team works with our clients from start to finishand has successfully sold over 100 private businessesacross a wide ranging of sectors with values rangingfrom £1m to £200m. Whether it be as a ‘follow on’from your participation in our ‘Blue Diamond’ pre-saleplanning programme, something that you have beenconsidering for a while or in response to an unsolicitedapproach for your business, Bluebox will providehonest, value-added advice on your sale that canmake an enormous difference to your end result.

BCF - Services Offered

4. FUND RAISING

Bluebox raises funds for its clients, often as aservice that leads up to their eventual sale. Wepride ourselves on our ability to access an exceptionalrange of strategic and financial investors, both in the UK and overseas. We are typically engagedwhere the funding ‘requirement’ is in excessof £3 million and, as appropriate, may considerthe investment of our own Bluebox Fund.

Our fund raising work will typically begin with thecreation of a comprehensive financial model. This not only illustrates how your business can growand how your ‘opportunity map’ is best presented,but it also determines your actual funding requirementand how this is best structured. Following discussions with our clients, we then identify arange of investors that would be interested inmaking an investment and then manage the processwith such investors until the money is in the bank. Our team has a significant amount of fund raising experience across a range of markets.

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3. NEGOTIATING AN OFFER

Bluebox regularly works with clients who have already received an approach for their business and are often in detailed discussions with a prospective acquirer. Close to goal, but wanting to ensure that the terms you are achieving are the very best possible, Bluebox can drive enormous value - even at this late stage. We are able to point to numerous examples (and have references) where the terms we have negotiated are significantly better - in some cases double - those that the client first approached us with.

Knowing how to seamlessly introduce ourselves to your prospective acquirer without any delay to your process is critical. Thereafter, we provide a critical interface that not only can drive significant value, but can also remove you from the front line of negotiation where the ability to play ‘hard ball’ can be compromised. ‘Penalty Box’ work is about starting close to goal, but making sure that the best possible deal for our client is completed. If our involvement is unlikely to lead to a material impact on the key deal terms of deliverability, we will be honest and tell you just that.

BCF - Services Offered

Bluebox Corporate Finance

5. ACQUI-HIRE PROGRAMME

A highly attractive deal for many Bluebox clients involvesthe sale of a ‘minority’ stake in their business to a strategic acquirer that is able to provide the infrastructure and resources to assist with the development of their business. Whether it be International sales presence, a stronger brand, additional offices oreven more capital, Bluebox will identify the perfect partner that can be the catalyst for meaningful growth.

At the same time as the sale of this minority stake,the same acquirer commits to acquire the remainderof your business over a period of years, based on theongoing profitability of your business that should besignificantly enhanced as a result of the value that thisinfrastructure has brought.

Different to an ‘earn-out’ in many ways and highlyattractive in terms of what this solution to offer,Bluebox has a formulaic way of delivering value,de-risking the business and ensuring the eventualtransition of your business into new hands. Thesedeals comprise part acquisition and part-hire of thirdparty resources: Hence the term “Acqui-Hire”.

6. ANCILLARY SERVICES

Business owners often require a broad range of services in the run up to their eventual sale. Whether it be business modelling, creating abusiness plan or valuing your business, Blueboxprides itself on an ability to add value in a range ofsituations. Bluebox services are typically tailoredtowards your ultimate exit and our advice is dispensedby a senior team of corporate financiers that have exactly the experience you require.

Our Professional Team is able to deliver an in-houseservice in which we take immense pride. Furthermore,where the requirement is for assistance in otherexit-related areas such as tax, intellectual propertyor corporate matters, we enjoy extensive relationshipswith some of the UK’s leading professional service advisers that are able to support the work that we do to ensure that the advice received by clients is seamless and of the very highest quality.

14BCF - Services Offered

" I canno t recommend th e Blueb ox

t eam h ighly enough . Th eir expert

guidance through ou t th e en tire sa les

exerc i se resul t ed in my shareh o lders

securing an excellen t dea l wi th wh ich

th e en tire t eam wa s del ight ed"Mark Rodol, Former Bluebox clientModels Own Limited

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Our award winning pre-sale planning programme

8 KEY STAGES OF THE‘BLUE DIAMOND PROGRAMME’

At the heart of the Bluebox offering sits Blue Diamond, our award

winning pre-sale planning programme. It is an eight-step programme

that is used by business owners of all shapes and sizes and across

a wide range of sectors to make sure that they are fully prepared for

their ultimate sale. Blue Diamond has two key objectives:

To maximise the price realised on a sale; and to significantly enhance

saleability by mitigating the risks of a failed exercise. The programme

is highly structured. It is methodical and aimed at clients that like

process and structure. Blue Diamond is typically used by clients

contemplating an exit within the next 6 -24 months.

BCF - Blue Diamond Programme

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1. STRUCTURED WORKSHOP

‘BLUE DIAMOND’ starts with a structured Workshop.It provides our team with the opportunity to thoroughly examine your business. It is a structured ‘deepdive’ that typically requires four hours of your time. We will ask you to complete our on-line ‘Fact Finder’ at least one week in advance of the Workshop.

2. DIAGNOSTIC TOOLKITS

Central to ‘BLUE DIAMOND’, our proprietary Diagnostic Toolkits now cover 12 critical areas of your business. Our Diagnostic Toolkits assistus in identifying all of the issues, whether big or small, that are likely to have an impact on the value or saleability of your business.

3. PURCHASER ANALYSIS

Shaping your business in such a way so as to beattractive to your ultimate purchaser universeis critical. If you understand who is likely to acquireyour business, you can start thinking aboutthe aspects that will be attractive to them.and address elements that will ‘turn them off’.‘BLUE DIAMOND’ includes a detailed analysis ofwho your acquirers are likely to be. Early on.

4. BLUEBOX REPORT

The Bluebox Report is at the heart of ‘BLUE DIAMOND’. Our market leading report sets out our very clear recommendations on how to significantly enhance your business value and how to enhance your chances of a successful deal. Our report includes a valuation, our views on how to position your business, recommendations of strategic direction, howto tackle management and succession issues andkey thoughts on timing. As well as much more.

Our award winning pre-sale planning programme



5. BLUEBOX ROADMAP

Following the Bluebox Report, ‘BLUE DIAMOND’will provide you with a clear and concise Roadmap which illustrates the actions that you will need to take, and allows you to manage yourself on this journey to remain on track. The Roadmapis used throughout the remaining period of theprogramme to ensure that you are moving at thespeed required to hit the necessary landmarks.

6. FIT 4 SALE CLINICS

Bluebox, working alongside a number of the leading professional service firms and private equity operators in the UK, has created a range of over 30 Fit4Sale clinics that are focused on key issues business owners need to address in advance of a sale. These clinics are delivered on a one to one basis and typically last 90 minutes. Clients are provided with access to up to ten Fit4Sale clinics as part of ‘BLUE DIAMOND’.

7. REGULAR REVIEWS

BLUE DIAMOND includes regular review meetingswith our clients. We typically meet with our clients on a six-weekly basis to monitor their progress against the Roadmap and provide

ongoing, targeted support for the sale.

8. BLUEBOX CLUB

The Bluebox Club comprises a number ofbenefits including ongoing provision of marketdata relevant to your business and sector,as well as access to the Bluebox Vault,our award-winning Electronic Dataroom.


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" Th e pre-sale planning programme

tha t we signed up for wi th Blueb ox

h elped us de velop stra t egi es tha t

crea t ed va lue and allowed us t o

fo cus on th e bigger pic ture. I t

pro ved t o be a very rewarding

in vestmen t from all v i ewpoin ts and

enhanced b o th th e va lue o f o ur

b usin ess and i ts ‘saleabi l i ty‘.

I would h ighly recommend Blueb ox

t o b usin ess owners con t empla ting

an exi t in th e next two years. "‘Nigel Parsons, Former Bluebox client Landmark Systems Limited


INTELLECTUAL PROPERTY

EMPLOYMENT& HR

INSURANCE & RISK

MANAGEMENT

Bluebox’s proprietary diagnostic toolkits represent the second

stage of the Blue Diamond Programme. The toolkits tackle

over a dozen areas that have been identified as the most

common reasons for a deal collapsing. Whether it be Intellectual

Property, the Bribery Act or Taxation, these toolkits are sure to

flag the areas which need attention in advance of a sale.

DIAGNOSTIC TOOLKITS

Fully preparing for a due diligence exercise

BCF - Diagnostic Toolkits

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ENVIRONMENTALMATTERS

ACCOUNTING POLICIES

PROPERTY AND ASSETS

BRIBERY ACT

REGULATION& COMPLIANCE

PENSIONSCONTRACTS

VAT AND PAYE

TAXATION

BCF - Diagnostic Toolkits

West End Office

Third Floor19a Cavendish SquareLondonW1G 0PN

T: (0) 207 015 2222 E: [email protected]

Mayfair Office

Second Floor60 Grosvenor StreetLondonW1K 3HZ

www.blueboxcfg.com

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