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Methods of Funding a Buy & Sale Agreement
Methods of Funding a Buy
& Sale Agreement
It has been said many times, "Every problem has a price
tag". This price tag will vary depending on when and how the costs
are paid. But it is a fact-they will be paid, one way or the
other. The real question should be what is the least expensive method of paying
these expected costs?
Death invariably creates a money problem. Death of a business owner
creates a need for transferring the business to a new manager(s). In order to do
this a sale of the business is often the best solution. A sale of the business
for cash can solve several likely issues:
- Provide cash to the deceased owners family for income or to pay debts
or other cash needs
- This removes the family members who are not involved with the
business from the business
- Allows transfer of the business ownership to the people that will be
running the business whether it is a family member or a key person in the
business or another business owner or partner.
- Stabilizes the future of the business
This cash can only come from three sources:
- EXISTING CAPITAL - The cash and liquid assets that have
been accumulated with dollars saved AFTER paying income
taxes. It should be considered, though, that for every $l.00 accumulated
in the estate, it was necessary to earn anywhere from $l.50 to $2.00 to
hold on to that dollar. And when existing capital is used to pay the
transfer costs, you are taking away not only the principal from your
business, but the earnings that this principal would have created. For
example, a sum of $l00,000 compounded at 6% net AFTER tax
interest for 20 years will grow to $321,000. And the cash is gone and
unavailable for other uses of the business.
- BORROWED CAPITAL / INSTALLMENT PLAN /CASH FLOW - It
may be possible for the business to borrow the needed capital,
but principal plus interest must be repaid with after tax
dollars. This the most expensive method.
For example, to borrow $l00,000 for l0 years at 12% would require an
annual installment payback rate of $17,220. In l0 years this would total
$172,200.
This assumes that the money can be borrowed in the
first place and that the business will be profitable enough
to pay back this principal and interest to the lender in addition
to the normal operating expenses. The business just
lost a key person. Is that the time to being going into debt? A bank may not be interested in
any kind of loan
much less money to buy out stock of a dead owner. If the money can be
borrowed by the business, it could tie up future credit that may be
needed for business needs. After all, a person very key to the business
has died. The business may need its credit resources just to survive.
An installment plan can be established with the deceased owner's
family. However, that is not the best situation for the family to be in
or the business. The family is dependent on the success of the business
for income. Minority stockholders can be very meddlesome. Incurring any
additional debt obligations at the loss of a key person is rarely a good
idea. Cash flow will be affected and so is profitability. That is why few
businesses survive the death of an owner.
- CREATED CAPITAL - The most inexpensive method.
Create tax-free capital using life insurance proceeds payable at death.
The cost of the insurance is less than the need. And the funding is paid for while the owner(s) are living. Each $1.00 of liability can
be purchased for pennies on the dollar and there is no principal to
repay. The cash needed is guaranteed to be available whenever it is
needed, even from the first day. The proceeds are
tax-free to the beneficiary. The cash needed is created by the event
that caused the need, the death of an owner.
Any kind of life insurance can be
used. Term life is very inexpensive at the beginning but is not the most cost
effective long term product solution. Some type of cash value life insurance
will yield the best long term cost. However, for a young business with cash flow
issues, term life is an excellent choice.
Funding a buy and sale agreement with adequate life insurance is
a good business decision.
Without proper funding, what good is a buy and sale
agreement?
Regardless of the values and agreements, if
it cannot be
carried out, the agreement is worth only the paper it is written on.
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