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Education






                                                                         A redirect can be riskier
            If you are staying on to continue to work with the      for the buyer because the MIDs
            buyer post sale, this can make you more money, more
            easily. So, everybody wins.                            are still under the seller's control

            4. Factors affecting level of risk. If you accept all   and can be changed back again.
            business types, you probably know about high-risk      Because of that risk, the multiple
            processing. High risk doesn't just mean marijuana
            dispensaries  and  online  dating.  High  risk  can  also          may reflect that.
            mean high concentration. This is another variable
            that is considered a high-risk purchase for a buyer. So,   6. Location, location, location.  Geography played
            the multiple will reflect that. As a buyer analyzing a   a big factor in portfolio sales in the past. ISOs were
            portfolio that averages $100,000 in residual income, if   looking to purchase portfolios in an area where they
            80 percent of that income is from one merchant, that    already  had  a  presence.  If  a  buyer  already  had  an
            portfolio is also high risk.                            office and boots on the ground, that was a huge plus
                                                                    for a seller – and still is. However, today's payments
            Also, when an ISO and merchant have a close             industry encompasses the world. Businesses are no
            relationship, buyers fear that if the seller goes, the   longer confined to their immediate locale. Buyers are
            merchant is soon to follow. That ISO has nurtured       establishing footprints nationwide. What easier way is
            that merchant for many years in some cases, so there    there to do this than through acquisitions?
            is a high risk the merchant will be lost. In addition, if
            the merchant goes out of business after the sale, the   Next steps
            buyer will then be under water on a seven or eight
            figure acquisition. And keep in mind that high levels   I've saved the most important question sellers ask for last:
            of chargebacks can be a factor. Finally, if the portfolio   "What should I do after I sell?" Again, the answer is, "Well,
            has significant liabilities like ISO loans or lawsuits,   that depends." If you are ready to buy that trawler and
            they are not necessarily a deal killer, but certainly will   charter fish, you can get help to arrange the best terms
            affect a buyer's interest and offer.                for your exit. If you're looking to stay in the business and
                                                                want to maximize an offer from a buyer, sign up to work
            5. Attrition.  Nobody likes losses, but they are an   with the buyer. The buyer will likely offer a better split
            absolute certainty. Businesses shutter for many     than you're getting in addition to better pricing, support,
            reasons that are out of the control of ISOs or agents.   products and services. Most importantly, chances are high
            Buyers understand that. That is why buyers look at   you will add a couple of multiples to the sale.
            your attrition and will generally include an average 10
            percent attrition guarantee as one of the stipulations   Many buyers will not buy a portfolio without continued
            for a sale. Ten percent is considered a fair number for   involvement from the seller as part of the sale. If you'll be
            the unavoidable losses that will occur.             sticking around for the next few years and continuing to
                                                                earn, you will be mitigating the buyer's risk.
            In the past, attrition guarantees were based on
            merchant (MID) loses. A typical attrition clause would   I have heard far too many ISOs and agents say, "I wasn't
            require that during a predetermined time during the   aware of that," when I tell them a portfolio will be hard or,
            earn-out period following closing of the sale (usually   in some cases, impossible to sell. It's a tough conversation
            24 months), the seller would be responsible for     to have. Unlike the terms and conditions no one reads
            replacing a lost merchant with another merchant that   when downloading and registering a mobile app, you
            produces equal or greater residual income.          need to read the terms of your sales agreement. Otherwise,
                                                                you won't have the keys to that exit you'll soon be looking
            Today, a different method is generally employed.    for.
            Attrition is based on income loss rather than merchant
            loss. Thus, the seller would be required to maintain the   Christopher Hernandez is CEO of Portfolio Buyer, www.portfoliobuyer.
            income of the portfolio for the duration of an agreed   com,  a  mergers  and  acquisitions  consulting  firm  that  focuses  on  the
            upon period. If the seller is not able to maintain the   merchant services industry. The firm's buyer network concentrates on
            income, the seller may not qualify for the remaining   purchasing merchant portfolios and residual streams with the objective
            earn-out payments. Buyers  typically pay 70 to 80   of providing clients personalized, professional service and the maximum
            percent upfront at closing. The remaining 15 to 20   portfolio valuation. He can be reached at chernandez@portfoliobuyer.
            percent is paid over an 18- to 24-month period, which   com.
            is referred to as an earn-out period.




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