A sample for Business Buyout Worksheet
Section I: Introduction
When you're ready to draft your agreement, insert into the blanks in Section I of the agreement this information in the following order:
? Date you'll sign your agreement
? City and state in which you'll sign your agreement
? Name of the 1st owner
? Name of the 2nd owner
? Name of the 3rd owner
? Name of the 4th owner
? Your company's name
Section II: Limiting the Transfer of Ownership Interests
Option 1: Right of First Refusal
? Option 1a: Price and terms in offer
? Option 1b: Price and terms in agreement
? Option 1c: Right of First Refusal applies to sales to current owners
? Option 1d: Right of First Refusal does not apply to sales to current owners
Option 2: Transfers to Relatives Can Be Made Without Restriction or Approval Not with-standing Any Other Provision in This Agreement
Section III: Providing the Right to Force Buyouts
Scenario 1. When an Active Owner Retires or Quits the Company's Employ
? Option 1: Option of Company and Continuing Owners to Purchase a Retiring Owner's Interest
? Option 2: Right of Retiring Owner to Force a Sale
? Option 2a: Disincentive period, with illness/injury exception
Number of years______________________________________________________
Disincentive percentage_________________________________________________
? Option 2b: Disincentive period, without illness/injury exception
Number of years____________________________________________________
Disincentive Percentage________________________________________________
Scenario 2. When an Owner Becomes Disabled
? Option 1: Option of Company and Continuing Owners to Purchase a Disabled Owner's Interest
Number of months___________________________________________________
? Option 1a: Date disabled owner stops working
? Option 1b: Date of buyout
? Option 2: Right of Disabled Owner to Force a Sale
Number of months_____________________________________________________
? Option 2a: Date disabled owner stops working
? Option 2b: Date of buyout
Scenario 3. When an Owner Dies
? Option 1: Option of Company and Continuing Owners to Purchase a Deceased Owner's Interest
? Option 2: Right of Estate, Trust or Inheritors to Force a Sale
Scenario 4. When an Owner's Interest Is Transferred to His or Her Former Spouse
? Option 1: Option of Company and Continuing Owners to Purchase Former Spouse's Interest
Scenario 5. When an Owner Loses His or Her Professional License
? Option 1: Option of Company and Continuing Owners to Purchase Interest of an Owner Who Has Lost His or Her Professional License
? Option 1a: The full Agreement Price according to Section VI of this agreement
? Option 1b: Decided by an independent appraisal, according to the Appraised Value Method in Section VI of this agreement
? Option 1c: The Agreement Price as established in Section VI of this agreement, decreased by________________________ %
Percentage agreement price will be decreased by____________________________
Scenario 6. When an Owner Files for Personal Bankruptcy
? Option 1: Option of Company and Continuing Owners to Purchase Interest of an Owner Who Has Filed for Bankruptcy
Number of days notice required before bankruptcy______________________________
Scenario 7. Encumbrance of Interest
? Option 1: Encumbrances Allowed Subject to Option of Company and Continuing Owners to Purchase Encumbered Interest
? Option 2: No Encumbrance Allowed
Scenario 8. Expulsion of Owner
? Option 1: Option of Company and Continuing Owners to Purchase an Expelled Owner's Interest
? Option 1a: Any criminal conduct against the company (such as embezzlement)
? Option 1b: A serious breach of the owner's duties or of any written policy of the company
? Option 1c:__________________________________________________________
Additional reason for expulsion____________________________________________
? Option 1d: The full Agreement Price according to Section VI of this agreement
? Option 1e: Decided by an independent appraisal, according to the Appraised Value Method in Section VI of this agreement
? Option 1f: The Agreement Price as established in Section VI of this agreement, decreased by________________________%
Percentage agreement price will be decreased by______________________________
Section IV: Buyout Procedure
1. Option of Company and Continuing Owners to Purchase an Interest
b. Number of days that your company will have to make its buyback decision_________________________
c. Number of days that the continuing owners will have to make their individual buyback decisions___________________________________________
2. Right to Force a Sale
b. Number of days that your company will have to make its buyback decision_____________________
c. Number of days that the continuing owners will have to make their individual buyback decisions_______________
Section V: Agreement Price
Valuation Method 1: Agreed Value
Price for the entire company_____________________________________________
Valuation Method 2: Book Value
Valuation Method 3: Multiple of Book Value
Multiplier____________________________________________________________
Valuation Method 4: Capitalization of Earnings (Adjusted for Income Taxes)
Multiplier___________________________________________________________
Number of years that earnings will be based on______________________________
Valuation Method 5: Appraised Value
Section VI: Payment Terms
Payment Terms Alternative 1: Full Cash Payment
Number of days when full payment will be due______________________________
Payment Terms Alternative 2: Monthly Installments of Principal and Interest
Term for repayment (in months)__________________________________________
Annual interest rate_____________________________________________________
Date first installment payment will be due___________________________________
Payment due day (day of the month)________________________________________
Payment Terms Alternative 3: Partial Cash Payment, Followed by Monthly Installments of Principal and Interest
Down payment_______________________________________________________
Number of days until down payment will be due_____________________________
Term for repayment (in months)__________________________________________
Annual interest rate_____________________________________________________
Date first installment payment will be due___________________________________
Payment due day (day of the month)_______________________________________
Payment Terms Alternative 4: Monthly Installments of Interest Only, With a Final Payment for the Full Purchase Price
Future date for full payment of purchase price_______________________________
Interest rate___________________________________________________________
Date first interest payment will be due______________________________________
Interest payment day (day of the month)____________________________________
Payment Terms Alternative 5: Customized Schedule for Payment for Ownership Interest
Dates and amounts to be paid under a customized payment schedule______________
For more Information:
* Business Investment Books, Investment Strategy, Investment Planning, Modern Investment Management*
Section I: Introduction
When you're ready to draft your agreement, insert into the blanks in Section I of the agreement this information in the following order:
? Date you'll sign your agreement
? City and state in which you'll sign your agreement
? Name of the 1st owner
? Name of the 2nd owner
? Name of the 3rd owner
? Name of the 4th owner
? Your company's name
Section II: Limiting the Transfer of Ownership Interests
Option 1: Right of First Refusal
? Option 1a: Price and terms in offer
? Option 1b: Price and terms in agreement
? Option 1c: Right of First Refusal applies to sales to current owners
? Option 1d: Right of First Refusal does not apply to sales to current owners
Option 2: Transfers to Relatives Can Be Made Without Restriction or Approval Not with-standing Any Other Provision in This Agreement
Section III: Providing the Right to Force Buyouts
Scenario 1. When an Active Owner Retires or Quits the Company's Employ
? Option 1: Option of Company and Continuing Owners to Purchase a Retiring Owner's Interest
? Option 2: Right of Retiring Owner to Force a Sale
? Option 2a: Disincentive period, with illness/injury exception
Number of years______________________________________________________
Disincentive percentage_________________________________________________
? Option 2b: Disincentive period, without illness/injury exception
Number of years____________________________________________________
Disincentive Percentage________________________________________________
Scenario 2. When an Owner Becomes Disabled
? Option 1: Option of Company and Continuing Owners to Purchase a Disabled Owner's Interest
Number of months___________________________________________________
? Option 1a: Date disabled owner stops working
? Option 1b: Date of buyout
? Option 2: Right of Disabled Owner to Force a Sale
Number of months_____________________________________________________
? Option 2a: Date disabled owner stops working
? Option 2b: Date of buyout
Scenario 3. When an Owner Dies
? Option 1: Option of Company and Continuing Owners to Purchase a Deceased Owner's Interest
? Option 2: Right of Estate, Trust or Inheritors to Force a Sale
Scenario 4. When an Owner's Interest Is Transferred to His or Her Former Spouse
? Option 1: Option of Company and Continuing Owners to Purchase Former Spouse's Interest
Scenario 5. When an Owner Loses His or Her Professional License
? Option 1: Option of Company and Continuing Owners to Purchase Interest of an Owner Who Has Lost His or Her Professional License
? Option 1a: The full Agreement Price according to Section VI of this agreement
? Option 1b: Decided by an independent appraisal, according to the Appraised Value Method in Section VI of this agreement
? Option 1c: The Agreement Price as established in Section VI of this agreement, decreased by________________________ %
Percentage agreement price will be decreased by____________________________
Scenario 6. When an Owner Files for Personal Bankruptcy
? Option 1: Option of Company and Continuing Owners to Purchase Interest of an Owner Who Has Filed for Bankruptcy
Number of days notice required before bankruptcy______________________________
Scenario 7. Encumbrance of Interest
? Option 1: Encumbrances Allowed Subject to Option of Company and Continuing Owners to Purchase Encumbered Interest
? Option 2: No Encumbrance Allowed
Scenario 8. Expulsion of Owner
? Option 1: Option of Company and Continuing Owners to Purchase an Expelled Owner's Interest
? Option 1a: Any criminal conduct against the company (such as embezzlement)
? Option 1b: A serious breach of the owner's duties or of any written policy of the company
? Option 1c:__________________________________________________________
Additional reason for expulsion____________________________________________
? Option 1d: The full Agreement Price according to Section VI of this agreement
? Option 1e: Decided by an independent appraisal, according to the Appraised Value Method in Section VI of this agreement
? Option 1f: The Agreement Price as established in Section VI of this agreement, decreased by________________________%
Percentage agreement price will be decreased by______________________________
Section IV: Buyout Procedure
1. Option of Company and Continuing Owners to Purchase an Interest
b. Number of days that your company will have to make its buyback decision_________________________
c. Number of days that the continuing owners will have to make their individual buyback decisions___________________________________________
2. Right to Force a Sale
b. Number of days that your company will have to make its buyback decision_____________________
c. Number of days that the continuing owners will have to make their individual buyback decisions_______________
Section V: Agreement Price
Valuation Method 1: Agreed Value
Price for the entire company_____________________________________________
Valuation Method 2: Book Value
Valuation Method 3: Multiple of Book Value
Multiplier____________________________________________________________
Valuation Method 4: Capitalization of Earnings (Adjusted for Income Taxes)
Multiplier___________________________________________________________
Number of years that earnings will be based on______________________________
Valuation Method 5: Appraised Value
Section VI: Payment Terms
Payment Terms Alternative 1: Full Cash Payment
Number of days when full payment will be due______________________________
Payment Terms Alternative 2: Monthly Installments of Principal and Interest
Term for repayment (in months)__________________________________________
Annual interest rate_____________________________________________________
Date first installment payment will be due___________________________________
Payment due day (day of the month)________________________________________
Payment Terms Alternative 3: Partial Cash Payment, Followed by Monthly Installments of Principal and Interest
Down payment_______________________________________________________
Number of days until down payment will be due_____________________________
Term for repayment (in months)__________________________________________
Annual interest rate_____________________________________________________
Date first installment payment will be due___________________________________
Payment due day (day of the month)_______________________________________
Payment Terms Alternative 4: Monthly Installments of Interest Only, With a Final Payment for the Full Purchase Price
Future date for full payment of purchase price_______________________________
Interest rate___________________________________________________________
Date first interest payment will be due______________________________________
Interest payment day (day of the month)____________________________________
Payment Terms Alternative 5: Customized Schedule for Payment for Ownership Interest
Dates and amounts to be paid under a customized payment schedule______________
For more Information:
* Business Investment Books, Investment Strategy, Investment Planning, Modern Investment Management*
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