Talking Points

Selling a Small Business: “When should I tell my employees?”

“When should I tell my employees?”

Every small business owner asks this question at some point during the sale of his or her small business. There are many reasons small business owners struggle with this decision:

–          “If I tell them and the deal doesn’t close, I have caused a stir for no reason.”

–          “My competition will use this to sell against me.”

–          “If I don’t tell them, they will feel left out and betrayed.”

–          “I am just so excited about working with Hadley Capital I can’t wait to tell everybody the good news!”


While every situation is unique, we generally recommend a two-step process to informing employees about the pending sale of a small business:

Step 1  Tell the senior management team immediately and communicate with them regularly.  Consider including them in meetings, tours, and other initial discussions.  You may be concerned that this news will trouble your senior managers, encouraging them to start looking for work elsewhere. Nevertheless, in our experience, the opposite is true.  These trusted lieutenants know you are not going to stick around forever – whether due to age, health, or other interests like grandkids or lowering the golf handicap – and this uncertainty is more likely to get them concerned about job security.  Telling them you want to work with Hadley Capital on an orderly sale and management transition gives them confidence in their opportunity for continued growth and success.

Step 2  An announcement to all employees is appropriate after due diligence is complete, legal documents are well on their way, and a closing date is on the books.  Typically, this is around one to four weeks before closing.  However, if employees are already talking and the rumor mill is running, then it is time to inform all employees as the rumors are usually worse than the truth: “Did you hear competitor X is buying us and shutting us down”…or…“We are being sold to a foreign company.”

The reality is that the truth is a positive message:  “I am partnering with Hadley Capital to continue our great legacy, VP Smith is being promoted to run the company, we’re going to continue to expand, to hire, etc.”  Controlling this positive message is more beneficial to everybody than uncontrolled and inaccurate rumors.


The sale of a small business is an emotional process and one that most small business owners only do once in a lifetime. Informing the employees of a small business about the pending sale of the business can be a concern for small business owners. Hopefully our two-step process provides a framework for considering when and how to inform employees.


Hadley Capital and Gillinder Family Recapitalize Gillinder Glass

Gillinder Glass, a sixth-generation custom glass manufacturer, and Hadley Capital, a Chicago-based investment company, are partnering to create a platform to support Gillinder’s future growth plans.  As part of the transaction, members of the company’s management team will become owners of Gillinder Glass and Charlie Gillinder will continue as the company’s President.

“Our partnership with Hadley Capital will allow Gillinder Glass to continue to manufacture world-class products in Port Jervis and provide the support and capital required to grow our business into new markets in the U.S. and abroad,” said Charlie Gillinder, President of Gillinder Glass.

“Gillinder Glass is a market leader with a long history of providing innovative solutions to complex problems. The company is led by an experienced and dedicated team and has an amazing group of people that make Gillinder Glass a success. Hadley Capital is thrilled to support Charlie, Fred and the rest of the Gillinder Glass team with their growth plans for the next 150 years,” added Scott Dickes, Managing Partner of Hadley Capital.

Hadley Capital has a wealth of experience working with family-owned businesses on recapitalizations and generational transfers.  Please contact us if we can help your family-owned business.

More About Gillinder Glass

Established in 1861, Gillinder Glass is a custom glass manufacturer that specializes in custom-molded, hand-pressed, clear and colored glass as well as optical prism processing and engineering.  Gillinder Glass is based in Port Jervis, New York.

The company’s web address is


Hadley Capital Acquires S&S Filters

Hadley Capital recently acquired S&S Filters, a manufacturer of specialty filter bags and related products. Hadley Capital acquired the company from its founder, allowing him to transition out of day-to-day management and his achieve his personal financial goals.

Hadley Capital assists the founders of small businesses with transition through the sale of their companies. If you are a small business owner that is considering a sale of your company, please contact us to see if we can help you realize your goals.

More about S&S

S&S Filters is a manufacturer of specialty filter bags and related products. Pharmaceutical companies, food products manufacturers and other industrial producers such as asphalt plants use S&S’s filters to recover small particles in static sensitive, high temperature and/or chemically aggressive environments. S&S is known for its deep product know-how, large stock of high performance fabrics, high quality fabrication and fast delivery.

S&S is based in Union, NJ, near New York City.  The Company’s websites are and

Hadley Capital Acquires Pneumatic Conveying, Inc.

Hadley Capital recently acquired Pneumatic Conveying, Inc., a manufacturer of  turnkey and custom pneumatic conveying systems.  Hadley Capital acquired the business from Wayland Gillespie, in partnership with Wayland’s son, Warren Gillespie.  Wayland founded Pneu-Con nearly 30 years ago.  Hadley Capital and Warren Gillespie plan to develop a long-term plan for building on Pneu-Con’s reputation for deep engineering expertise and manufacturing high-quality systems that perform to specific application demands.

Hadley Capital has a wealth of experience working with family-owned businesses on generational transfers.  Please contact us if we can help your family-owned business.

More about Pneu-Con

Pneu-Con designs, manufactures and installs turnkey and custom pneumatic conveying systems that serve as a critical component of dry bulk material handling systems.  Pneu-Con serves a broad spectrum of the commercial economy including food, plastic, pharmaceutical, nutraceutical, chemical, and agriculture industries, among many others.  Pneu-Con is based in Ontario, California, east of Los Angeles.

The Company’s web address is

Mezzanine Finance

My last post on acquisition financing covered senior debt. This post will cover Mezzanine debt. Specifically, I would like to talk about how mezzanine debt is structured and what the implications are for small businesses that use it.

The word mezzanine is defined as the “partial story between two main stories of a building”. In this case, the two main “finance stories” of a company are senior debt and equity. Mezzanine debt then is the middle level or “mezzanine” between senior debt and equity. From a borrower’s perspective, mezzanine finance is more expensive than senior debt and less expensive than equity. Mezzanine debt is more expensive than senior debt because 1) it is subordinate to senior debt (meaning in a liquidation the senior debt lender will be paid in full before the mezzanine lenders sees a dollar) and 2) it typically does not require any principal payment until the end of the term loan. This structure obviously creates more risk for the mezzanine lenders and as a result they charge higher interest rates.

Mezzanine loans are typically priced anywhere between 15–20%. There are three main components off mezzanine debt: 1) current interest 2) PIK Interest and 3) Warrants. As mentioned, Mezzanine loans are typically interest only with the principal due at the end of a five or seven year term. Current interest payments are typically due monthly or quarterly. For example, a $3 million 15% current pay interest mezzanine loan with a 5 year term would look something like this:

Screen Shot 2015-10-13 at 2.37.36 PM

In some cases mezzanine lenders will PIK (Payment-in-Kind) a portion of the interest payment and add it to the principal payment of the loan. In this case, there will be two buckets of interest: current cash interest and PIK interest. Here is what it would look like if a mezzanine lender offered a $3 million with 14% current cash interest and 2% PIK interest:

Screen Shot 2015-10-13 at 2.38.44 PM

Mezzanine debt can also frequently include warrants, which are very similar to equity options. Warrants give lenders equity upside when the borrower performs well. Warrants typically represent 1–5% of the fully diluted ownership of the company.

Due to the high interest rates associated with mezzanine debt, we work with management to pay it off sooner rather than later. If a company is performing well and has plenty of cash, we will use some cash to pay down the mezzanine debt. We typically use 1x–1.5x EBITDA (or cash flow) of mezzanine debt in an acquisition. So if we buy a company for 5x EBITDA, a typical capital structure might be 2x senior debt, 1x mezzanine debt and 2x equity. We feel 3x total leverage (2x senior + 1x mezzanine) is an appropriate amount of debt for a small company.

Financial Reporting

Small business owners are often apprehensive about the changes that may occur when their business is acquired by a private equity firm.  When Hadley Capital acquires a company we do not look to make immediate changes to the business. However, financial reporting is something that does change after the deal closes. This typically means two changes for a business: 1) monthly reporting is completed in a more timely manner and 2) additional financial reporting is required.

Timely Monthly Reporting.

Hadley Capital receives monthly financials (income statement and balance sheet) from our portfolio companies within 30 days after month end. Most small businesses are not used to producing monthly financials this quickly. While this can be adjustment, our portfolio companies eventually see the benefits of timely reporting. It is much easier to manage a business when you have timely data.

Additional Financial Reporting.

Borrowing Base Certificate. All of our portfolio companies have a revolving line of credit to manage working capital. A line of credit is supported by a borrowing base certificate. A borrowing base lists a company’s eligible accounts receivable and inventory and dictates how much the company can borrow. Many small businesses are not accustomed to providing monthly accounts receivable aging reports and monthly inventory reports. However, the benefits of access to additional capital (via a line of credit) are greater than the administrative burden of creating these reports.

Financial Covenant Calculations. Banks and mezzanine lenders use financial covenants to monitor the performance of a borrower. These lenders receive quarterly financial covenants calculations from the borrower. Financial Covenants give the lenders a heads up if the financial standing of the borrower has changed over a given period of time. For example, one common financial covenant is Total Leverage. The Total Leverage covenant measures the Total Debt (senior debt + mezzanine debt) in relation to the trailing twelve months (TTM) of EBITDA. So if the Total Leverage covenant is Total Debt must be less than 4.0x TTM EBITDA, the borrower has to perform this calculation each quarter and send the results to the lender in a covenant compliance certificate. If the Total Leverage is less than 4.0x then the borrower is in compliance with the covenant. However, if Total Leverage goes above 4.0x, the borrower is not in compliance and the lender will want to sit down with borrower and understand why things have changed. Covenant calculations are not difficult, but most small businesses are not used to completing them so it can take some time getting used to.

Individually none of these financial reporting requirements are a big deal, but collectively they can seem like a lot to a small business. However, we have been through the process many times and we work with our portfolio companies to make it a smooth transition. The lenders that work with our portfolio companies typically require our companies to submit a monthly borrowing base certificate and quarterly financial covenant certificates.

Salary Versus Draw and the Impacts on Small Company Valuation

Earlier this week, I had a long conversation with an owner of a small business regarding his annual draw and how this draw, unlike a salary, is not reflected in his company’s income statement and why the difference is important in valuing a small business. This issue frequently arises when a small business owner is involved in running her company and someone needs to fill her role (whether the owner or someone new) when she sells the business.

A salary is a wage that is paid to an employee (whether an owner or not). Salary is an expense that is deducted from revenue to arrive at net income as reported on the income statement.

A draw is a cash distribution paid to a business owner and reflected on the balance sheet as a reduction in cash and a reduction in shareholders equity. A draw is not reflected on the income statement and has no impact on net income.

Below is a simple income statement that reflects the accounting treatment of a draw vs. a salary.

$110,000 Draw $110,000 Salary Change
Revenue $2,500,000 $2,500,000 $0
Expenses 1,995,000 2,105,000 (110,000)
Net Income $505,000 $395,000 $110,000

The difference between a salary and a draw is important in valuing a small business because most businesses are valued based upon a multiple of earnings. If an owners’ compensation is not included as a salary expense, but rather taken as a draw, it will artificially increase earnings and, thus, valuation. The table below illustrates this valuation impact.

$110,000 Draw $110,000 Salary Change
Net Income $505,000 $395,000 $110,000
Purchase Multiple 4.25x 4.25x 4.25x
Enterprise Value $2,146,250 $1,678,750 $467,500

If an owner’s compensation is paid via a draw, it will not be included in her company’s earnings so we must adjust her company’s income statement to reflect this expense, reducing earnings. The reduced level of earnings is now reflective of the earnings a new owner will receive from operating the business. And, since most businesses are valued based on a multiple of earnings this will adjust the valuation of the company.

Hadley Capital Supports Management Buyout of Centare Group

In late August, Hadley Capital and the management team of Centare partnered up to acquire the assets and business of Centare Group from its founders. Centare has grown very rapidly over the last three years thanks to innovative services that are in high demand from its customers and a highly talented workforce led by a dedicated management team.

Together with our management team partners we plan to build on Centare’s past successes while making the investments and improvements necessary to support its future growth.

Centare is another example of Hadley Capital successfully partnering with small company management teams to buy out founders or inactive owners. In 2012, Hadley Capital also supported the management buyout of Bluff Manufacturing. If you are a manager considering a buyout of a company that you run, please contact us to learn more about how we might be able to help you.

More information about the Centare transaction is available here.

Additional Benefits of Leverage

In our previous post we outlined how using debt in a transaction is often maligned by the media and gave one benefit of leverage. Here we finish off the topic with 3 additional benefits we see with using debt in a transaction.

Benefit #2:  Less Equity At Risk – So Equity Returns Can Be Higher

This is just simple math. Let’s assume you buy a company for $2 and sell it for $3 in 5 years. (To make this problem simpler, let’s also assume there are no distributions at all during the 5 year period and that the debt is not amortized.) If you financed this transaction with 100% equity, you generated a 50% return over five years, or an annualized return of about 8.5%.

Now, let’s assume that when you buy the company for $2, you borrow $1.50 from a bank and invest $0.50 in equity. When you sell the company in 5 years for $3, you take $1.50 of the proceeds and pay back the bank, leaving $1.50 for the equity owners. Since you invested $0.50 and the equity is now worth $1.50, this is a 200% return over 5 years, or an annualized return of about 24.5%.

Obviously a 24.5% annual rate of return is significantly better than an 8.5% annual rate of return.

Benefit #3:  Debt Reduces Bad Decisions by Management / Governor on Cash

While Hadley Capital provides active oversight of its portfolio companies, it does not manage any of its companies on a day to day basis. Day to day management of each business is the responsibility of each company’s management team.

We implicitly trust our management teams and we believe we have some of the best operators out there running our companies. However, we also believe that the obligation to meet a defined principal amortization schedule is an excellent motivational tool and helps management teams prioritize uses of capital.  Projects with a potentially low rate of return are not funded – only the best uses of capital receive funding.

Benefit #4:  Portfolio Company Lenders Are Our Partners – Deal Confirmation

Hadley Capital has established many excellent and long-term relationships with debt financing partners. We view these organizations as our partners in each transaction. If we are excited about a deal, 9 times out of 10, so are our debt partners. However, occasionally our lending partners balk at a transaction we find attractive. We trust our financing partners and we know they have good judgment. If they don’t like a deal it makes us ask what they see that we don’t. While we can still complete the transaction without them (either by finding other lenders or putting in more equity) we have learned over the years that supportive lenders usually signal a good transaction.

The Benefits of Leverage

Using debt (borrowing) to finance a leveraged buy-out is often maligned by the media or politicians and frequently positioned as risky, destructive, or even dangerous. Others view the tax deductibility of interest payments to be unfair or bad for society. (I never hear these same people saying the taxes paid on interest income to be destructive or bad for society – but that is a discussion for another post.)

Sayings like: “Neither a borrower nor a lender be” ring true to many people. Great Americans like Benjamin Franklin and Andrew Jackson have been quoted as saying “I’d rather go to bed supper-less than rise in debt” and “when you get in debt you become a slave.”

Hadley Capital believes that debt, when properly used, is an important and useful tool. If the capital structure is poorly organized and if the business unexpectedly underperforms, leverage can compound problems. But if done right, there are benefits to leverage.

[Note: This post does not look at the negatives of leverage or how to determine the proper capital structure. This post simply looks at the benefits of leverage assuming that it is the right capital structure and that the business performs to expectations.]

As proponents of leverage, Hadley Capital sees four main benefits of using term debt to finance a portion of a transaction’s purchase price. I will talk about the first benefit in this post and benefits #2–4 in a follow up post.

Benefit #1: Interest Tax Shields.

Because interest expense is deductible for income tax purposes, paying interest lowers your income tax liability. Sophisticated financiers can determine the expected net present value of the income tax shield associated with the interest payments.

While Hadley Capital’s portfolio company gets to deduct the interest tax expense, it is important to note that this benefit does not really accrue to the portfolio company – it generally accrues to the person who sold the business to Hadley Capital. Why? Because the tax deductibility of interest payments is universal and available to all buyers. Since all buyers have access to the value of the interest tax shield, all buyers are willing to increase their purchase price by a like amount. So the interest tax shield benefits accrue to the business seller. Don’t believe me? There are many excellent academic studies confirming this point. Here is an abstract from an Oxford Business School study for your enjoyment. Following the abstract is a link to the full study.

“Tax savings associated with increased levels of debt are often thought to be an important source of returns for private equity funds conducting leveraged buyouts (LBOs). However, as leverage is available to all bidders, the vendors may appropriate any benefits in the form of the takeover premium. For the 100 largest U.S. public-to-private LBOs since 2003, we estimate the size of the additional tax benefits available to private equity purchasers. We find a strong cross-sectional relationship between tax savings and the size of takeover premia; and on average the latter are around twice the size of the former. Consequently, the tax savings from increasing financial leverage essentially accrue to the previous shareholders rather than the private equity fund that conducts the LBO. It is, therefore, unlikely that (ex ante predictable) tax savings are an important source of returns for private equity funds. Furthermore, policy proposals that aim to restrict leverage or the tax deductibility of debt are likely to have their impact mainly on existing owners of companies.”

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