The M&A Lawyer (Rob Fafinski)🇺🇸
@Lawyer4Deals
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Deal lawyer. Rep ETA/Searchers. Marine Corps Infantry officer-Afghanistan. Twitter clients📈. 4 children. Rob Fafinski.
MN some AZ
Joined September 2022
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Dropping anonymity and going all in:
Many of you have hired me to serve as your M&A lawyer to help you buy or sell a business.
And others to represent their company in day-to-day legal matters.
Time I put the same trust in this community:
I’m Rob Fafinski. More👇.
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I can feed my whole family (five) with my wife growing another for $22 at Chipotle.
It’s getting to be the only game in town.
Pizza is like $35. Mexican $50. Even McDonalds is $28 at a minimum. And while not perfect, Chipotle has the best ingredients and nutritional makeup.
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Fellow veterans are amongst the most antiwar people I know, so on this Veterans Day, I have a request for you:
I beg of you during these trying times to maintain your humanity.
As a former infantry officer, military tactics are incredibly interesting to me. On this app and
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Best places to live in US where you can access huge amounts of public land for camping, hunting, hiking, exploring, off-roading, etc. but within one hour drive of economic powerhouse cities?
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“What does your operating agreement say?”
“We don’t have an operating agreement.”
The six words are among the most damning for business owners.
A few words on the *buy-sell* portion of an operating agreement for your Monday late night/Tuesday morning:
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@girdley
I have a slight acquaintance who has invited me on guys’ trips for 10 years now.
I keep declining.
He keeps inviting me.
Someday he’ll be take the hint.
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Let’s have a quick rundown of the normal contents of an Asset Purchase Agreement in an M&A transaction and a brief overview of what each major section contains. These vary from deal-to-deal but are directionally on-point. 1/11
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@BrockHBriggs
A few thoughts: I think no one wants to say this, but for me connection with baby 0-9 months is via mom and “conceptual love.” 12 months on your love will compound daily indefinitely. Give that part some time.
As to your wife, understand the hormonal cocktail she’s undergoing.
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@RobertMSterling
@JohnHirschauer
@DanielEgan313
Same dude. He is an altar server at Latin Masses and kicked the game-winning field goal in AFC Championship last night.
Latin Mass surging in popularity with younger Catholics.
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Added a fourth to the brood. She’s perfect. Mom a warrior. God is good!
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To all the new dads out there, an uncomfortable issue for some:
It may not “click” the second the baby is born like in the movies, and that’s okay. First 10-12 months are dizzying and “mom show.”
“Why is my wife so different?”
“I’m tired.”
“No one cares about me.”
“I don’t
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@SteveWiesnerSMB
Can’t speak to IB but in M&A legal world: if you are the junior, on all deals meet with junior investment banker, junior banker, associate opposing counsel, etc. after the deal. Happy hour. Check in 1-3/year after. Always make sure to make sure you aren’t crossing any
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Deep into the hardest week of the Marine Corps’ Infantry Officers Course we were in the field on extremely limited food and sleep.
Buddy crawls over to me and hands me something: “happy birthday,” he said.
I look down: chili mac MRE. The crème de la crème of MREs.
Dude had
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Any searchers need a good form LOI?
I’ll send you one tomorrow.
Just DM me your email and include “I acknowledge that you do not represent me at this time” in your message.
This will give you even less excuses to not be sending LOIs.
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We are expecting another baby. We are ecstatic.
God is good.
Cigars all around.
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@SMB_Attorney
“the kids don’t want to inherit [the business].”
See this all the time on sell-side.
Mom/Dad built super successful but unsexy business.
Want to pass on to kids.
Kids in SF working for Meta. No interest in moving home.
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Lawyers catching a lot of heat in these circles lately, but being an M&A lawyer has been so good to me and my family.
Nice, warm home. Investments. Work flexibility. High income. Yeah it’s not passive but such a good life compared to many/most. We are so blessed.
More below:
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My mortgage rate is sub 3% and the servicer emails, calls, and junk mails me ~10/week about refinancing.
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Sundays are the worst on here. “Sunday hacks.” “Plan your week by the nanosecond.” “Sundays are the day to get ahead.” “Beat the losers who take a day of rest.” Etc.
How about just spend the day with your family.
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Serious post (please RT/comment for visibility):
My interpreter escaped from Afghanistan (a beautiful story someday) and needs better employment to provide for his five children. Makes mid-$20s/hour now. See below area where he could work. Qualifications in first comment below:
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Please reach out via DM, email, whatever.
Love talking about deals.
And lest you think I take myself too serious, here’s proof that I get puked on from time to time and still manage to make it — often needed in M&A.
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Overrepresented on SMBX:
Homeschool families.
Dudes oddly obsessed other men’s shoes.
Texans and Floridians.
Marines / vets.
Workout fiends.
Lawyers 30 pounds overweight lying to themselves that “within four weeks of focus I could be ripped.”
What else?
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Contractor who sells you the commercial painting job vs. the subcontractor who shows up to do the job. (Scroll down for interior comparison.)
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Let’s talk earnouts. Earnouts can be a useful tool to bridge the gap of Sellers' desired outcome and Buyers' worry about post-Closing performance of the asset/company.
But earnouts complicate things. Here’s a flavor of some considerations for sellers:
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If you want to buy a business, it’s helpful to know where the seller’s head is at during the deal.
I do over $100MM of sell-side deals/yr—sometimes way more.
Here’s what sellers are thinking:
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Just closed a ~$30MM deal. Sell-side to strategic.
Man, working with real M&A counsel on the other side can make these things so much easier.
So professional.
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I help veterans buy and sell businesses.
Vets aren’t yet half my deal clients, but it’s headed that way.
🇺🇸
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As this account grows, standing offer:
Self-funded searcher and want to make an offer on a business?
Need a good form LOI?
DM me your email and include “I acknowledge that you do not represent me at this time” in your message.
Then form LOI in your inbox.
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My children when they realize it’s one hour past their bedtime and I haven’t noticed because of summer solstice:
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Business idea:
An accounting firm …
But you timely reply to emails as though you were a law firm.
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One of the biggest problems in the M&A world is unqualified lawyers “doing” a deal.
Non-M&A lawyers make 100% of deals painful and scuttle some.
In vetting a lawyer 4 your deal, as a gauge, suss out familiarity with some of the following concepts.
If you smell BS, run:
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Living in a spot bordering a federal wildlife refuge is wonderful. Thousands of acres of this just ~25 miles from downtown of a top-15 metro. Three mile hike today and saw no one else — except my five year old on my back.
“We’re hiking buddies, aren’t we daddy?”
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Opposite a searcher right now who hired a 1300+ lawyer law firm for his $2.2 million deal.
They don’t care about him. Jeopardizing the deal.
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The United States Marine Corps provides the best leadership training for 20-26 year olds in the world.
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*Broker Shenanigans Storytime
Closed a $1,000,000 buy-side deal last week – smaller than my normal deals bc it was for someone I like personally on this platform. The broker’s unprofessionalism and unethical behavior was astounding.
See below for a flavor:
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Sure you want your lawyer to be a pitbull in litigation or family law.
Doing an M&A transaction? Need more of a Bernese Mountain Dog lawyer: handsome, affectionate, and agreeable while able to pull huge amounts of weight in short timeframe.
Joke^, but some truth. M&A lawyers
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If the seller offers you, the buyer, chance to meet the employees before closing:
(1) your deal is orders of magnitude more likely to close.
(2) DO IT.
Any negatives I’m not considering?
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Underrated competency of successful business buyers:
Accounting.
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@bradford_hardin
@SMB_Attorney
Saw this when I read it and thought, “yep, spot on.” Think he nailed this.
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“Your email is important to me. I will follow up when we are done looking for fish.”
OOO
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I sent this out bc I am curious. I would say this, though, FWIW to anyone:
I live on a small lot bordering a 14,000 acre national wildlife refuge. Can disappear in two minutes and not see another person for hours. Then emerge and be at a Target in ten mins.
Immense joy.
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Never be bummed about doing a brokered deal — especially your first deal. Within a couple years of closing:
Competitor Carl might approach you about buying him out: “I’ll finance half over five years.”
Adjacent Adam: “I have no one to buy this business. Any interest adding us
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Heard about a law firm charging buy-side client $550k on a run-of-the-mill $20MM acquisition.
Pain.
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Get people you respect on Twitter.
This SMB/M&A corner is phenomenal, but we need more people here.
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Lawyers able to do general corporate projects, sports law, and (to a lesser degree) M&A work from start to finish, please DM if interested in joining.
Our firm represents companies from buy/start through sale/long-term hold.
“M&A and day-to-day.”
And we are growing.
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Find a busy lawyer and — trust me — this won’t happen.
Incentives Drive Behaviour:
- Lawyers always want another revision (paid $500/hr)
- Realtors always want to close a sub-par deal (2% fee means a $20,000 more for you isn't worth it for them)
- Wealth Managers will always push for the structure that pays them the most - usually
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I was a United States Marine Corps infantry officer after college at Marquette University. I was a platoon and company commander on two Afghanistan deployments with 3rd Battalion 4th Marines (the “Darkside”) in 2009 and 2011 in Helmand Province.
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Recent story of a non-client business in town (minor details changed for anonymity):
Husband runs 20-person “nicely profitable” business. Christian. Treats employees well. Employees love him. Institution. Gets cancer. Beats cancer. Whew, close one — “we all nee d you around.”
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Average business broker in the 90 days before Closing vs. 90 mins before a Friday wire cutoff (“r we closing 2day”)?
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If you’re lurking on Twitter and wondering if posting could change your business/life … it can.
This is your formal invite.
Join us.
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“Can you just put your eyes on this contract and let me know of any comments?”
Below, a simple guide to commercial contract review for business people and their attorneys. Or, “How to get more from your corporate lawyer for the same or less cost”:
Reviewing commercial contracts
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BigLaw firm just dropped first cut of PA on us on a $32,000,000 sell-side deal…
Hours after close of business…
On the night before Thanksgiving.
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As a buyer, you’ll likely agree to a “cap” to Seller’s indemnification obligations.
That’s normal.
Be sure to, of course, exempt the Fundamental Reps, tax claims, and fraud.
But there’s the one people miss and forget to exclude from the Cap:
violations of the restrictive
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Business owners who want to sell someday:
one simple thing you can do is start layering in assignability clauses in your contracts.
Makes biz more saleable and the sale way smoother.
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Raise your hand if you or a client is “waiting on 2023 financials” before diving into a deal in earnest.
It’s March 5th…
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Memorial Day weekend can be a conundrum. I don’t want to sully the legacy of friends/Marines I knew who didn’t make it by posting “for likes,” but I want to honor them all the same.
So, maybe I will share more (I dunno), but for now cheers to my brothers. I feel a wonderful
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Take the “No Engagement Bait Pledge”:
“I promise to not post engagement bait. Even given that it may hurt me personally, I reject the idea that any attention is good attention.”
Any other takers?
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The amount of working capital ignorance by brokers and lawyers doing deals borders on the dysfunction of the Minnesota Timberwolves.
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Former searcher clients stroking multi-six figure checks to pick up an add on here, another one there… etc.
“No debt needed for now. Let’s just close with cash then figure it out if needed.”
These guys had $150k net worth like six years ago.
ETA FTW.
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Today, in the “wow X (f/k/a Twitter) is wild,” chronicles, I:
met up a guy off this app who by happenstance invested in the biggest search fund deal I’ve done to date ~$27,000,000, and
DM’ed with a guy only to realize we were in the same company during our ‘09 Afghan
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“How quickly can we close?”
Once worked a $97,000,00 deal that closed in three weeks after the LOI.
Another time a $20,000,000 deal took 18 months.
These are outliers.
Here’s a general timeline on a lower middle market deal:
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Christmas 2009 Afghanistan: a plane flew over our outpost and dropped parachute pallets of food and water. Totally normal.
One pallet was jam packed with lobster and steak.
We were kings for 48 hours.
Thanks Air Force guy, wherever you are.
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Today closed a buy-side deal for a client.
Manufacturer, dealer, installation of high end window treatments. And a few associated RE purchases.
Fifth ETA (“search fund”) deal closed in 2024.
Client: “I’m you and your team’s biggest fan.”
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Just closed final deal of 2023. ETA buy-side deal for fellow former Marine Corps officer.
Busy Q1 2024 in the queue. Team rocks. Clients the best. Excited.
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My wife and I have been married for six years. We have four children. My wife stays home. We are practicing Catholics.
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@eddienasser
@heyitsalexsu
Don’t worry about expanding your network until you are excellent at your practice.
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First self-funded searcher I ever knew bought an add-on for $650k in 2023.
Stroked a check — no debt.
Get the first one done.
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Fourteen of the first 16 posts on my “following” tab start with:
“Guys, let me save you a lot of trouble:”
Please, I beseech you, save me the trouble of whatever this trend is.
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The best proprietary search:
tell your network your plan.
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Working search fund deals right now for Army (multiple) and Marine Corps veterans.
Added a former Navy helo pilot under LOI today.
Air Force? Where are you at?!
🇺🇸
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I think the best shortcut to ferret out whether or not your lawyer can handle an M&A deal is to ask questions about working capital.
I bet 99.99% of lawyers graduate law school having heard no mention of the concept.
And you shouldn’t have to foot the bill for your lawyer to
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Went tonight you losers. $20. Four leftover meals.
Protein heavy. You lose.
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@girdley
This is why the college-military-MBA-IB/consulting-ETA path can be so good. That military leadership experience can be priceless for those drunk controller issue.
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The alcohol-free trend is growing *fast* for guys around 40.
Three friends that I never thought would ever stop drinking have cut intake by 95-100%.
Data point.
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Always feared being defined by something I did in my twenties (Marine Corps infantry officer), so I am not a vets-vets-vets rah-rah-rah guy.
But a chunk of work now is helping veterans buy and sell businesses (and representing them day-to-day).
Stepping back: damn rewarding.
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If the US military wasn’t “up or out”, I’d be an almost 40 yo Marine Corps infantry platoon commander making $5,799.30/month.
I’d be physically broken, but it would be worth it.
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I will eat 20 pieces of fried fish for each new follower I get during this fish fry.
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@RobertMSterling
Bingo. This ideology coupled with the fertility cliff foretells a bleak future.
Growth is the outward result of proper functioning human ingenuity.
There is enough for everyone on our earth *because* humans are so resourceful.
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@RobertMSterling
Nailed it. Data point: worked my ass off from 19-22 simply because I heard being a Marine Infantry officer was toughest. Point here is not to debate if that’s true, but that’s what attracted me to it with a sole focus that only an obsessed pre-full brain developed male can do.
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Who kills more deals?
Non-M&A lawyers “doing a deal”?
Or:
Average business brokers?
Both are so frustrating, but can usually coach the lawyer. A bad broker seems insurmountable.
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Preliminary legal due diligence
On buy-side deals, there’s an odd period post-LOI where the lawyers aren’t too involved yet, financial diligence isn't done (don't want to spend on legal), but still want to learn about target.
Enter preliminary due diligence requests. Thread:
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Some of the coolest people I’ve met in the last five years have been … from this app … since … I signed up … mid-September of this year.
Incredible group.
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It’s been said on here before, but one of the best reasons to buy a business is that you’re then “in the game” and opportunities flow to those playing.
I see it all the time from former searcher-clients operating their business post-Closing.
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Growing up my main motivator was to make it so no one could say I didn’t work hard.
When I left the Marine Corps, I was haunted by the idea that I may have done my life’s most meaningful work in my twenties.
Being a parent has put both these fears from my youth to bed.
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We’ve entering the age of earnouts & seller financing.
If you missed the boat on selling, recall that you got a free vacation home (er, PPP) and extra time with distributions.
In return you might have missed the window for max valuation.
Earnouts and seller financing bridge.
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On the flight to Europe for my honeymoon, the son of the man sitting next to me had just sold his company for ~$500 million that day.
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Does a deal even really close if you don’t tell anyone?
Closed two deals last few weeks for Twitter clients.
Keep them coming.
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