Private Capital Markets: Valuation, Capitalization, and Transfer of Private Business Interests + Website (Wiley Finance)

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Praise for Private Capital Markets

Valuation, Capitalization, and Transfer of Private Business Interests

"In the years since publication of the first edition of Private Capital Markets, the concepts and ideas that it presents have been widely accepted by progressive members of the business valuation community. Now with the Second Edition, author Rob Slee has included empirical data on capital markets for midsized businesses. This book remains a must for everyone involved in appraising, buying, selling, or financing privately owned businesses." Raymond C. Miles, founder, The Institute of Business Appraisers

"The Graziadio School of Business has used the Private Capital Markets book for several years with great success. This course, along with the Pepperdine Private Capital Markets Survey project, has helped our students better prepare for careers in middle market companies."� �Linda Livingstone, Dean of the Graziadio School of Business and Management,Pepperdine University

"Our international association of independent M&A professionals recommends this text as the most comprehensive foundation for understanding the private capital marketplace. This book is essential reading for middle market M&A advisors, investors, and other decision-makers in the private capital markets." Mike Nall, founder, Alliance of M&A Advisors

A practical road map for making sound investment and financing decisions based on real experiences and market needs

Now fully revised and in a second edition, Private Capital Markets provides lawyers, accountants, bankers, estate planners, intermediaries, and other professionals with a workable framework for making sound investment and financing decisions based on their own needs and experiences.

This landmark resource covers:

• Private business valuation

• Middle market capital sources

• The business ownership transfer spectrum

• And much more

Private Capital Markets, Second Edition surveys the private capital markets and presents the proven guidance you need to navigate through these uncharted waters.

Private Capital Markets: Valuation, Capitalization, and Transfer of Private Business Interests + Website (Wiley Finance) Review

Performing fair market valuations keeps thousands of appraisers busy in the United States. Most professional appraisers rarely venture outside of this one standard of value. Now imagine if fair market value accounted for less than 10% of the appraisal needs of the private capital markets. The private appraisal market would be huge! This is just one of the many messages contained in Robert T. Slee's book, Private Capital Markets.

Slee's book is not strictly a valuation book; rather, it is a conceptual Lewis & Clark-type survey of the private capital markets. This is the first book that attempts to develop a unified structure for the analysis of these markets. Think of it as a private finance textbook. Why do we need this?

Slee's premise is that the body of financial knowledge explaining the behavior of private players differs from corporate finance. Economists created corporate finance in the 1960s to explain the behavior of large public companies. Since that time, business professors have taught finance as if only public companies exist in the market. In fact, more than 99% of the companies in the United States are privately held. Private Capital Markets, on the other hand, focuses on the financial motives and needs of private company owners and their advisors.

In this book, Slee establishes private capital markets theory. This theory describes an integrated body of knowledge encompassing the valuation, capitalization and transfer of private companies, particularly those with annual revenues between $5 million and $500 million. Slee designed this theory to help players make better financing and investment decisions in private markets. He asserts that business owners can create competitive advantages with these tools.

Slee explains that valuation, capital, and transfer issues are inter-related and inter-dependent. This means that you cannot fully understand valuation, capital, or transfer discretely: You must first understand how they all fit together. He calls this holistic interconnection Triangulation. Each chapter of the book triangulates the reader's position so they understand their position within the private markets.

Slee introduces the new framework of value worlds to explain valuation, capital, and transfer. Value worlds dramatically extend the appraisal concept of standard of value. We all know that value is relative to the purpose of an appraisal. Slee illustrates how purpose selects a value world. As many value worlds exist as there are appraisal purposes. There are dozens. Because the valuation rules are different in each world, every private company has dozens of correct values at the same time.

Who sets the rules? Various authorities create and enforce the rules in each value world. For instance, in the fair market value world, the IRS, tax courts, ERISA laws, appraisal societies, and various other authorities tell appraisers how to value business interests within each's sphere of influence. Some authorities (IRS) have fairly strong sanctioning power; others (administrative rulings) can only suggest a course of action. Most value worlds, such as the owner or investment value worlds, have only one or two authorities. Slee's value world construct puts appraisers in their true role: as interpreters of authorities' decisions. This won't sit well with many appraisal purists, who for years have believed that they are authorities.

Slee views valuation as the common language that unites the private capital markets. He argues that we need this language to communicate with each other over capital structure and business transfer issues. Thus, the book surveys the entire capital and transfers spectrums of the private capital markets. It describes all institutional types of capital in terms of their access, sample terms, and effective all-in costs. Finally, Slee explains all transfer methods making up the private business transfer spectrum.

One surprise that springs from the book is that transfer methods select value worlds. This means that once a business owner chooses the method (ESOP, recapitalization, estate-planning, etc.) of transferring their business, they also choose (unknowingly in most cases) the transfer value as well.

This book and subsequent analyses of the private markets will likely impact fair market value appraisals significantly in a way that the book does not address. Businesses appraised for fair market value purposes are real flesh and blood businesses that operate in the private markets. As our young profession matures, continuing to treat private companies as if they operated in a market similar to the public markets will appear more futile.

Private Capital Markets is comprehensive and is aimed at the serious reader. Because we can competently value private businesses only to the extent we understand the private markets, this book belongs in every appraiser's library.

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