BCC Capital Partners LLC is pleased to offer one or more of the following continuing education courses to selected firms on a complementary basis. Each course will be one hour in duration and equivalent to one hour of MCLE credit. BCC Capital Partners LLC is a State Bar of California approved MCLE provider.

Each of the following courses qualify for CPE credit for Certified Public Accountants.

Please contact us at (949) 833-3767 ext.100 with any questions on our continuing education programs.

I. The Process of Marketing and Selling a Closely Held Company

This presentation provides information that enables legal and accounting professionals to better serve their clients who are considering the sale of their closely held companies. It examines the process of marketing these companies for sale.

The greatest negotiating strength sellers have during the process of selling their company occurs when the company offered for sale is being presented to multiple qualified buyers. In maximizing the seller's negotiating position, a well structured, limited auction environment is highly effective, and if properly organized and managed, can lead to a higher sale price, better terms and conditions, and significantly more effective negotiation of the generally difficult representations, warranties and indemnifications.

The course discusses the step-by-step process of identifying the client company's value drivers (those attributes that create or enhance value), preparing the offering documents, identifying, contacting and qualifying prospective buyers, properly presenting the company, managing the competitive bidding process, and maintaining maximum seller positioning through the letter of intent, due diligence and closing stages of a transaction.



II. Fairness Opinions - What they are, when they are needed, and why they are needed

This program enables legal and accounting professionals to better serve their clients in advising on issues relating to the appropriate use of the protections afforded investors, boards of directors of publicly traded companies, and others by using Fairness Opinions for various business transactions.

The course offers a detailed examination of Fairness Opinions, when and why they are used, and how they are prepared and rendered. It emphasizes the importance of answering the question: Will the shareholders be better off from a financial perspective after the transaction than before?

The presentation includes a discussion of "Fairness", in the context of a financial point of view, to one or more particular effected groups or parties, and discusses the issues to be considered and the analytical techniques used in developing the Opinion. The program also discusses the importance of Fairness Opinions in terms of possible real or apparent conflicts of interest, transactions involving parties with disparate levels of control, their importance in appropriate due diligence for Boards of Directors, etc. Two case studies, based on Opinions issued for specific transactions by BCC Valuations Services LLC, are used to demonstrate the process of rendering a Fairness Opinion.



III. Business Valuation

This presentation enables legal and accounting professionals to better serve their clients in advising on issues relating to use of business valuation and the business valuation professional for a number of applications within closely held and publicly held companies. It provides an executive summary level insight into the key aspects of business valuation.

The program covers the primary considerations in determining the value of closely held businesses, including different purposes and standards of value, control vs. minority interests, marketability discounts, and the three generally used valuation methodologies (income approach, market approach, and asset-based approach). In addition, this presentation will discuss the selection criteria and standards to use in selecting a valuation expert.

This course is primarily intended to enable non-valuation specialists to become familiar with the acceptable methodologies used in business valuation, and to enable them to review valuation reports for reasonableness.



IV. Liquidity Options for Business Owners

This presentation enables legal and accounting professionals to better serve their clients in advising on issues relating to the alternatives for gaining partial or complete liquidity for the value business owners have in their closely held companies. The presentation includes an examination of the various options business owners may have available to them in order to achieve partial or complete liquidity.

While the needs of each business owner seeking partial or complete liquidity have some degree of uniqueness, this presentation provides the various tax, financial risk, market risk, and other aspects of each of several alternatives business owners may consider in achieving liquidity.

Specific liquidity options discussed include the sale to a strategic buyer, sale to a financial buyer, sale to a management group with an equity sponsor, partial sale to an employee stock ownership plan (ESOP), and sale of 100% of a company to an ESOP, creating a tax-free business environment.



V. Traditional and Non-Traditional Financings

This presentation enables legal and accounting professionals to better serve their clients in advising on issues relating to the financing of their closely held companies.

The program examines the role of the more traditional "senior" financing, as well as the less traditional "junior" subordinated debt and equity financing currently available to middle market companies.

The various financing structures and qualification criteria are examined, including cash-flow financing, asset based financing, factoring, leasing, etc., as well as the sources of the various forms of financing. In addition, a discussion of when each of the various financing alternatives is most appropriate, current market conditions and the relative cost of each alternative is covered in this presentation.



VI. Employee Stock Ownership Plans (ESOPs)

This presentation enables legal and accounting professionals to better serve their clients in advising on issues relating to the use of employee stock ownership, particularly through ESOPs, in closely held companies.

The program describes what an ESOP is, the stated intent of Congress during its development, trends in legislation, and current considerations regarding ESOPs.

Each of the primary types of ESOP transactions (leveraged S-Corp, unleveraged S-Corp, leveraged C-Corp, unleveraged C-Corp) are described in detail including the key characteristics, advantages and disadvantages of each, as well as when each type of ESOP transaction may be applicable.

This presentation is intended to provide the professional with an understanding of the current status and trends of ESOPs, particularly as they relate to closely held businesses.



Each of the above courses is presented in a one-hour, interactive lecture format including a PowerPoint presentation. Attendees will receive a bound copy of the slides used in the presentation plus other related materials.

Please contact us at (949) 833-3767 x100 with any questions on the above MCLE program.