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Canada, Major, Minor, Buy All, Or Buy Some?

Mitchell

Level of Coral Feather
Joined
Sep 9, 2002
Messages
33,372
Points
38
Ross arrived in Toronto, took an Uber to the office, put his cases in his office, and greeted John Fish.

"Ross, this guy who wants to sell the Canada subsidiary his company, will give us a major acquisition up here. Thus, if we can pull this off, we can then turn it around, and "flip it" so to speak, for anywhere from one hundred to two hundred and fifty million in investors, in anywhere between 90 to 180 days, likely inbetween. This guy is in some financial trouble, so, it would seem we can get away with paying him sixty to seventy five cents on the dollars, and then make a profit on both the worth of the company, and the investors coming in. All in all, it seems like a very sweet little deal" John said.

Ross grinned. "It sounds good, John. How do you want to go about this?" Ross asked.

"I was thinking. How about.. we have an early dinner with him tonight. You can stay over. If we need to have a second meeting with him, we can do that early tomorrow so you can get out of here. I know that you have to go to OKC not long off, but , either inbetween, or after, you shoot back up here for a day" John said.

"OKC is not a concern. I don;t have to go down there for at least anywhere from 14 to 21 days. So its like you said, I can come up here either before for a day, or, I can go to OKC, do my usual three day or so trip, rest for a day, and then come back up here. Let's just see what this guy says" Ross said.

Ross and John called Fritz and Steve to discuss the details of what the monetary offering of the deal would be, basement price, medium price, and ceiling price. The four men agreed that they could likely get the company and assets for the lower end of the price range, considering the financial shape the current owner was in, but they did not speculate on anything firm until John and Ross met with him.

At 5 pm, Ross and John went to meet George, the owner of the company, for the six pm meeting. The meeting was in a suburban town outside Toronto, so an Uber car took John and Ross to the meeting.

At 6 pm, John and Ross entered the meeting place. George was already there. The men bumped fists in greeting, ordered drinks and surf and turf for dinner, and then talked.

"Okay, George, Ross and I are here to listen. Please tell us your proposal in regard to what you are thinking, and when you are finished talking, we will respond" John said.

"Gentlemen, you have both read the reports of said proposal. You both know exactly what assets my current company has, and what I can potentially sell you. You also both know about the bank debt my company has. Thus, I have no doubt that in order for this to work for both sides, either you will have to assume the bank debt upon purchase and either pay it off in full immediately or pay it off over time, or, you will pay me less money personally, and I have to pay it off before we sign the deal" George said.

Ross sighed, like he wanted to say something. John looked at Ross and said. "Ross, tell us what's on your mind, sir"

"Okay, honestly, due to credit obligations, and the potential of what RFS and the Canadian subsidiary would or will look like in reports to investors, I personally do not want to assume any bank debt of any company that someone sells me. Thus, I propose that upon sale, George assumes complete obligation and pay off of any bank debt, and none of said debt shows on RFS or Canadian subsidiary books. Is that acceptable to both of you?" Ross asked.

"Absolutely. Good thought" John said.

"Understood, and yes" George said.

Ross continued. It would seem to me that if we can negotiate a complete payback of the bank debt at fifty million in cash, the total price we pay for this deal should be one hundred and fifty million. Fifty million to the bank, and one hundred million cash to George. Unfortunately, if they won't accept that,. we try like Hell to get them as close to fifty million as possible, and any add on from the banks, is subtracted from the purchase price, and the amount George receives is reduced by said amount" Ross said.

George sighed. "I might end up with less, but with the way this company looks, I dont think I have any choice if I can walk away with cash, and no bank debt on my record. Okay, agreed to if we can get them to agree to it" George said.

"Sounds fine to me" John said.

"John, since we cant realistically do this tomorrow. I suggest that when I get back to New York, within say two to three days, John, Fritz, Steve, and I talk about all this on the phone amongst ourselves and with George,. Then, either we use John's company's personal lawyer, or someone who John's attorney's know, to approach the bank with what we are proposing. Hopefully we can get it somewhere in the ballpark" Ross said.

John and George nodded their heads, and the three men bumped fists. "Agreed to on contingency depending on what the bank says to the lawyer" John said.

Ross , John and George finished dinner, said their goodbyes, and Ross and John went in the car back toward Ross's hotel.


"That little move really impressed me, Ross" John said.

"Thank You, Mister Fish. I did a bit of incorporation of what I would do if RossShell bought a company where RossShell needed to assume and pay off bank debt of a company we were buying. Doing such was the only way we could pull the deal off with George. Otherwise, it did not seem possible" Ross said.

"You can go home tomorrow morning if you want. I know that you make a point of never going into RossShell office on the day you get home from any trip, so how about say, in two or three days from now, you, me, Fritz and Steve get on a conference call when you are in your office, and we discuss this in detail and fine tune it" John said.

"Excellent, and okay" Ross said.

Ross and John said goodbye at Ross's hotel Ross checked in, went upstairs, undressed, and called Kayley.

"How did the meeting with John Fish and the other guy go?" Kayley asked.

"It seemed to go fine. The company that RFS's Canadian Subsidiary is buying is in trouble. Thus, we have to negotiate how to pay off the current owner's bank debt to the bank, and then figure out what he gets personally. It might need to be fine tuned a bit, but it pretty much seems in the ballpark as far as price. I'm coming home tomorrow when I get off the plane, and in two or three days from now, John, Fritz, Steve, I, and the other guy , George will get on the phone, and the discuss the final particulars. It seems like a straight deal as long as a few things are agreed to by both the bank with the debt and all of us" Ross said.

"Okay, have a good night. I will see you when I get home from school tomorrow" Kayley said.

Ross and Kayley said goodnight.

Ross slept, got on an eight am flight from Toronto , landed at JFK at 930 , and went home.

When Ross got home, his secretary, Ashley , rang his cell phone.

"Ross , are you home?"

"I just walked into the apartment, Ashley. I was not planning on coming in today. Is everything okay?" Ross asked.

"George, the guy that you and John Fish met last night, sent you an email on the RossC office email. I know that is the one I'm allowed to read to pass messages to you, and not your personal one. Apparently, George has many assets to propose to you and RFS and or the Canadian subsidiary. I think you will be very interested to see this list" Ashley said.

Ross sighed. "Ashley, you have me curious. Do me a favor. Forward me the email at home. I will look at it, and if I have to come in later for any reason, I will come in "Ross said.

When Ashley forwarded Ross the list, Ross was shocked. George had many assets of different kinds that Ross had no idea about . George did not seem to be a guy in "Financial trouble"
Such a revelation also was causing Ross not to trust George, either on the planned deal or in other things.

What would happen when Ross examined this list carefully and discussed said list with John Fish, Fritz, and Steve?

Such would be seen.
 
Ross is right not to trust George. Once somebody is proven to be a liar in negotiations, then everything he has ever said can no longer be believed. Verification is needed, presumably by forensic accountants.
 
I agree with you.

We will see how this plays out.

More to come in 24-36 hours.

Author is under the weather today.
 
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