Section 338 Business Sale –Stock Sale, with Asset Sale Tax Treatment

What is a 338 Election? How would I use it when I sell my business? In a typical acquisition (using an S-corporation as an example), the seller seeks to maximize capital gains, on which they pay a lower tax rate, and the buyer seeks to maximize the present value of tax deductions. While this may be desired, there may be a need to effect the transaction as a stock deal rather than an asset deal.

First Wave MRO acquired by Tray Siegfried and Jon Werthen. Oklahoma Aerospace Maintenance, Repair and Overhaul firm.

Posted by Matthew Bristow in Mergers & Acquisitions
December 17, 2012. First Wave MRO, Inc. enters into Agreement to sell its assets to a newly-formed entity, owned by Tray Siegfried and Jon Werthen. The Company was advised by ClearRidge.

TCI Services, Inc. was acquired by Team Industrial Services, the largest specialized industrial services company in North America.

Posted by Matthew Bristow in Mergers & Acquisitions
September 28, 2012. TCI Services, also known as Tank Consultants, was acquired by Team Industrial Services (NYSE:TISI), the largest specialized industrial services company in North America. The Company was advised by Managing Directors of ClearRidge, acting in their capacity as registered representatives of Burch & Company, Inc.

Warren & Christian, Inc. acquired by the Reservoir Group, an Aberdeen, Scotland company focused on down-hole drilling products and services.

Posted by Matthew Bristow in Mergers & Acquisitions
February 6, 2012. ClearRidge , an Oklahoma investment banking firm, announced the acquisition of Warren & Christian, Inc., an Oklahoma oil field services company by Reservoir Group, an Aberdeen, Scotland company focused on down-hole drilling products and services. Principals of ClearRidge were CRTS' advisor throughout the M&A sale process.

Filling a Void? Oklahoma Venture Capital and Growth Capital

According to participants in yesterday’s Bricktown Capital Conference in Oklahoma City, Oklahoma has a need for more robust venture capital, nurture capital and in some cases private equity, when an entrepreneur needs between $1 million and $5 million to fuel the growth of their business. For any higher amounts, out of state capital is targeting Oklahoma companies, and for amounts below $1 million, there are small business grants, loans, incentives, family money and even bootstrapping that can provide the required capital. It is the critical gap in between where we need to focus our efforts.

SBS Industries, Inc. of Tulsa, OK acquired by Gladstone Investment Corporation (Nasdaq: GAIN).

Posted by Matthew Bristow in Mergers & Acquisitions
September 1, 2011. Gladstone Investment Corporation (Nasdaq: GAIN) announced the acquisition of SBS Industries, Inc. of Tulsa, Oklahoma. SBS Industries was advised by ClearRidge , an Oklahoma investment banking firm. SBS Industries founded in 1975 and headquartered in Tulsa, Oklahoma, is a manufacturer and value-added distributor of specialty fasteners and threaded screw products.

Honor Thy Banks and Creditors – It’s Good for Business.

In the last year, huge numbers of loans were refinanced on the back of competition among lenders to sell money and attractive loan pricing. As a result, many CFOs have now refinanced, put their loan documents away and will revisit them in a few years when it’s time to renew. Unfortunately, it’s not that easy anymore; in particular in a sluggish and faltering economy, as your creditors keep a closer eye on all the covenants of your loan.

Acquisitions: Earnings Multiples or Absolute Valuations?

How is it possible to make an acquisition valuation based only upon earnings multiples in disparate economic environments and business climates? And how heavily should we rely upon “standard” earnings multiples for comparable transactions in an industry?
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