The last seller (from November) has already moved out of the area but is still 
very active with us in discussions, leads, where to expand service too, etc - 
and he should be.  He's still got skin in the game.  His payments are based on 
monthly income moving forward.


  ----- Original Message ----- 
  From: Hass, Douglas A. 
  To: Matt Hoppes ; WISPA General List 
  Cc: can...@believewireless.net 
  Sent: Thursday, March 20, 2014 8:03 AM
  Subject: Re: [WISPA] Selling ISP


  That last point is the one you should focus on. If your goal is to get it 
over as quickly as you can, find a deal structure that helps you do that. Many 
times that will mean cash, which many have pointed out during this discussion 
could come from many different sources. Keep your goals as your primary focus, 
not the mechanics of a deal structure.



  Doug



  ------ Original message ------
  From: Matt Hoppes
  Date: 3/20/2014 7:46 AM
  To: WISPA General List;
  Cc: can...@believewireless.net;
  Subject:Re: [WISPA] Selling ISP

  Cash is king. And the borrower is servant to the lender. Just saying. It's 
always better to just get it over with when you can.

  On Mar 20, 2014, at 7:32 AM, "Hass, Douglas A." 
<d...@franczek.com<mailto:d...@franczek.com>> wrote:

  You and I are on the same page here.

  The short answer to those on this list:

  If your business attorney or CPA is telling you “Always do cash deals” or 
“Never use seller financing,” then thank them for their time and find someone 
else to advise you who is comfortable advising sellers on a full range of 
options, guiding them to the best ones, and is including the right protections 
for you.


  The longer answer:

  Here’s why we’re on the same page.  The first question is not “Is the offer 
100% cash?” but “Why am I selling?”  The second question is “What do I want out 
of the sale?”  That’s what you’re doing below.

  A couple people have expressed concern about getting the business back if 
something goes wrong.  There are many ways to structure that deal so as to 
greatly minimize the time or expense of getting the business back, as I’ve 
mentioned elsewhere.

  Your concern is getting out entirely.  There are many ways to structure that 
deal.  100% cash is one way to do it.  Another that I mentioned during the 
course of this is through an annuity (which you have the option of selling to 
get cash or keeping to get the higher payments, according to your risk 
tolerance).  You can do sweep accounts where the bank guarantees that you get 
paid first as money comes in coupled with business insurance options.  The deal 
structure that might work best for you will depend first on your goals as a 
seller, second on your buyer, and finally on your risk tolerance.

  Saying “I’ll only take 100% cash” is definitely an option, and sometimes the 
best one, but it’s never the only one.  If you have an advisor locking you into 
an all-cash deal, that’s a sign that he or she may not be the best advisor for 
you.  I’ll even bet that they’re probably missing things even in that all-cash 
deal they’re drawing up for you.

  If anyone here on the list ever wants some confidential guidance on how to 
structure a deal, language to put in an agreement, or about sales/purchases 
generally, I’m happy to help share what I can and get you pointed to the right 
advisor (attorney, CPA, whoever) to help (and I’ll be happy to contribute to 
the employment piece of whatever deal you do).

  Doug


  From: wireless-boun...@wispa.org<mailto:wireless-boun...@wispa.org> 
[mailto:wireless-boun...@wispa.org] On Behalf Of 
can...@believewireless.net<mailto:can...@believewireless.net>
  Sent: Thursday, March 20, 2014 12:27 AM
  To: WISPA General List
  Subject: Re: [WISPA] Selling ISP

  I had a meeting a couple weeks ago with a company looking to buy us. They 
have deep pockets and were looking at cash only deal. If I'm looking to sell, 
it's obviously because I want to go in a different direction. The last thing 
I'd want to do is go through the enter sale process only to have to take the 
company back at a later date. Even if I was able to get my company back 
immediately months later with zero customer loss, the time, effort and lost 
growth just aren't worth the risk in my opinion.

  On Wed, Mar 19, 2014 at 5:09 PM, Hass, Douglas A. 
<d...@franczek.com<mailto:d...@franczek.com>> wrote:
  Primary housing is a different deal altogether.  Unlike businesses, where you 
can get immediate repossession, you often can’t with housing.

  From: wireless-boun...@wispa.org<mailto:wireless-boun...@wispa.org> 
[mailto:wireless-boun...@wispa.org<mailto:wireless-boun...@wispa.org>] On 
Behalf Of CBB - Jay Fuller
  Sent: Wednesday, March 19, 2014 4:02 PM

  To: WISPA General List
  Subject: Re: [WISPA] Selling ISP


  Then why do people sell houses on owner financing ?

  Sent from my Verizon Wireless 4G LTE Smartphone
  ----- Reply message -----
  From: "Justin Wilson" <li...@mtin.net<mailto:li...@mtin.net>>
  To: "WISPA General List" <wireless@wispa.org<mailto:wireless@wispa.org>>
  Subject: [WISPA] Selling ISP
  Date: Wed, Mar 19, 2014 3:50 PM

              Having been a part of a deal gone bad I recommend cash up front.  
Once you hand over the keys it’s pretty hard to get it back.  If you have to go 
to Litigation you are going to be spending money out of pocket for attorneys.  
I agree with Cameron.   Cash at closing. If you don’t do 100% cash at closing 
you should be prepared to not see another dime if you do anything else.

              I know ISPs who sold, got some money at closing, and then ended 
up spending twice that money on attorney fees and still ended up with nothing.  
Selling a business should be like selling a high dollar item.  If I was going 
to sell a car I sure wouldn’t sell it on contract.   Too many things can go 
wrong.

              If I had 100% ownership in an ISP today and wanted to sell I 
would take a hit on the overall price.  If then user couldn’t afford it and I 
really needed to sell for whatever reason I would simply take a lower price.  
Less stress that way.

              Justin


  --
  Justin Wilson <j...@mtin.net<http://j...@mtin.net>>
  MTCNA – CCNA – MTCRE – MTCWE - COMTRAIN
  Aol & Yahoo IM: j2sw
  http://www.mtin.net/blog – xISP News
  http://www.zigwireless.com – High Speed Internet Options
  http://www.thebrotherswisp.com – The Brothers Wisp



  From: "Hass, Douglas A." <d...@franczek.com<mailto:d...@franczek.com>>
  Reply-To: WISPA General List <wireless@wispa.org<mailto:wireless@wispa.org>>
  Date: Wednesday, March 19, 2014 at 3:08 PM
  To: WISPA General List <wireless@wispa.org<mailto:wireless@wispa.org>>
  Subject: Re: [WISPA] Selling ISP

  Cameron—

  There’s lots of ways to structure the deal so that you’re protected, even if 
the buyer is a complete imbecile and even if the buyer doesn’t have cash up 
front.  If you want to sell or if you want to buy, don’t let the all-cash 
restriction prevent you from making a deal.  If you end up in court chasing 
payments from the buyer, then you likely didn’t draft your agreement carefully 
enough given your tolerance for risk (of course, your due diligence should be 
telling you whether the buyer is an imbecile, and that information should 
inform what kind of deal you’re willing to accept).

  To categorically reject buyers who don’t have 100% cash to hand you at 
closing might mean leaving money on the table or more flexible terms from 
someone who can put together a more attractive end package.  In that sense, it 
works like selling real estate.  The all-cash offer isn’t always your best one.

  To Randy’s point--Jab has undergone a major shakeup at the top.  Many of the 
senior executive staff have departed in the last few months.  That might 
account for some of the quietness.  I don’t have any inside information, just 
what I learned trying to round up potential panelists and speakers for 
WISPAmerica.

  Doug

  From: wireless-boun...@wispa.org<mailto:wireless-boun...@wispa.org> 
[mailto:wireless-boun...@wispa.org] On Behalf Of Cameron Crum
  Sent: Wednesday, March 19, 2014 1:45 PM
  To: WISPA General List
  Subject: Re: [WISPA] Selling ISP

  The seller is not a bank. Why should they take on all the risk? What happens 
if the buyer is a complete imbecile and runs the network into the ground and 
defaults on payments? Now you are in court suing for money you will most likely 
never see, and even if you retake possession of the network, it may be in 
shambles or most of your customers have left. We walked away from a couple of 
buyers who would not pony up the cash. I'd say as one who sold a wisp, if the 
buyer can't afford it, or can't arrange their own financing, you don't want to 
sell.

  On Wed, Mar 19, 2014 at 1:39 PM, Mike Hammett 
<wispawirel...@ics-il.net<mailto:wispawirel...@ics-il.net>> wrote:
  There's many more buyers out there.



  -----
  Mike Hammett
  Intelligent Computing Solutions
  http://www.ics-il.com

  ________________________________
  From: "Randy Cosby" <dco...@infowest.com<mailto:dco...@infowest.com>>

  To: "WISPA General List" <wireless@wispa.org<mailto:wireless@wispa.org>>
  Sent: Wednesday, March 19, 2014 11:00:34 AM

  Subject: Re: [WISPA] Selling ISP

  Is anyone actually buying right now?  I haven't heard much about the big 
buyer (Jab) lately.

  On 3/19/2014 9:49 AM, CBB - Jay Fuller wrote:

  The going rate, we've seen (and has been discussed here many times), is about 
1.5x annual revenue

  Douglas A. Hass
  Associate
  312.786.6502<tel:312.786.6502>
  d...@franczek.com<mailto:d...@franczek.com>

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  ----- Original Message -----
  From:Eagle One Wireless<mailto:e...@e1w.com>
  To:'WISPA General List'<mailto:wireless@wispa.org>
  Sent: Wednesday, March 19, 2014 10:33 AM
  Subject: Re: [WISPA] Selling ISP

  We priced ours at 2.5x gross revenue. We had about 10 companies contact us.
  I would say 5 were serious but they wanted us to finance it so we decided
  not to sell.

  Thanks,

  Kevin Melson
  Eagle One Wireless
  1505 Hwy 72 E
  Corinth, MS 38834
  662-287-1722<tel:662-287-1722>
  e...@e1w.com<mailto:e...@e1w.com>
  www.e1w.com<http://www.e1w.com>




  -----Original Message-----
  From: wireless-boun...@wispa.org<mailto:wireless-boun...@wispa.org> 
[mailto:wireless-boun...@wispa.org] On
  Behalf Of Ryan Morgan
  Sent: Wednesday, March 19, 2014 10:30 AM
  To: wireless@wispa.org<mailto:wireless@wispa.org>
  Subject: [WISPA] Selling ISP

  What is the current rate for selling your ISP! I would like to sell, for
  health reasons.
  Thanks for your help!
  Jean
  _______________________________________________
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  Wireless@wispa.org<mailto:Wireless@wispa.org>
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  InfoWest, Inc

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