Thursday, June 28, 2012

Journal Record: Mergers, Acquisitions and Corporate Finance blog -

New post by Matthew Bristow, Tulsa, Oklahoma:
M&A round-up - 2012 so far and outlook for the rest of the year:
http://journalrecord.com/2012/06/28/ma-round-up-2012-so-far-and-outlook-for-the-rest-of-the-year/

Thursday, June 7, 2012

New post to the Journal Record Mergers, Acquisitions and Corporate Finance blog -

Stock Markets Volatile – Time to Sell My Business?
http://journalrecord.com/2012/06/06/ma-blog-stock-markets-volatile-%E2%80%93-time-to-sell-my-business/


Matthew Bristow is a Certified Merger and Acquisition Advisor and a federal and state registered investment banking agent. Matthew co-founded ClearRidge in Tulsa with Bruce Jones and has a range of banking experience from London, England. Prior to moving to the US, Matthew managed the derivatives trading division of a boutique investment banking, fund management and securities firm in London. Business ventures also took him from his native England to Paris, France working for Group Bull, a leading European information technology company. Matthew’s last deal in England was with his wife, Lindsey, a Tulsa girl, who wanted to move back home. Matthew holds Series 62, 63 and 79 securities licenses and is a registered investment banking agent with Burch & Company, Inc., member FINRA/SiPC. Matthew earned a Double Honors Degree in Management Economics and French from the University of Leeds, England. Matthew was recently elected to a three-year term as a Trustee of First Presbyterian Church in Tulsa, is a member of the Oklahoma Chapter of the Entrepreneurs' Organization, the Rotary Club of Tulsa and is Chair of Rotary's Committee for the Veterans' Entrepreneurship Program through Oklahoma State University's School of Entrepreneurship. Matthew also writes a weekly column on Corporate Finance for the Journal Record, Oklahoma's statewide daily business newspaper. Matthew enjoys sailing, running, cycling, motor racing and most of all spending time with his family. He represented Great Britain in three Sailing World Championships in the 5o5 class and competed in the UK National University slalom ski championships for the University of Leeds. Originally from England, Matthew has also lived in France and Africa for four years. For further information, visit www.clearridgecapital.com or www.matthewbristow.net. All rights reserved. Copyright: ClearRidge Capital, LLC, 2012.
For more information on Matthew (Matt) Bristow in Tulsa, Oklahoma you can see the following websites:
http://www.matthewbristowtulsa.com/

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://www.clearridgecapital.com/mattbristowtulsa.htm


Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://www.linkedin.com/pub/dir/Matt/Bristow

Matthew (Matt) Bristow in Tulsa, Oklahoma:
https://twitter.com/#!/MBristowTulsa

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://www.tulsaworld.com/business/article.aspx?subjectid=495&articleid=20120217_495_E4_CUTLIN651630

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://journalrecord.com/author/matthewbristow/

Matthew (Matt) Bristow in Tulsa, Oklahoma:
https://plus.google.com/100639068898851451931#100639068898851451931/posts

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://www.facebook.com/pages/ClearRidge-Capital-LLC/145575510691

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://www.linkedin.com/in/matthewbristow

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://www.clearridgecapital.com/corporatefinanceblog.htm

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://twitter.com/#!/clearridge

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://tulsabusiness.com/Main.asp?SectionID=3&SubSectionID=50&ArticleID=53468

Matthew (Matt) Bristow in Tulsa, Oklahoma:
http://journalrecord.com/2012/06/06/ma-blog-stock-markets-volatile-%E2%80%93-time-to-sell-my-business/


Matthew Bristow is a Certified Merger and Acquisition Advisor and a federal and state registered investment banking agent. Matthew co-founded ClearRidge in Tulsa with Bruce Jones and has a range of banking experience from London, England.

For further information, visit www.clearridgecapital.com or www.matthewbristow.net. All rights reserved.

Copyright: ClearRidge Capital, LLC, 2012.

Wednesday, June 6, 2012


Business Brokers and Merger Acquisition Advisors operate illegally – protect yourself and your business.

When you sell your company a private company or raise capital for your company, you need to ensure that you only use a business or M&A advisor who is properly licensed by state and federal securities agencies to represent you and your business. Your advisor should be registered in your state and any other state where he or she does business, as well as registered with FINRA, through a securities broker-dealer, a member of FINRA/SiPC. Your advisor needs to have passed a combination of state and federal securities tests, including Series, 62, 63, 7 and 79.

What are the implications if you hire an unlicensed advisor to sell your company? If your advisor is operating illegally, then you, your company and your advisor have all violated securities laws. Most people think that this is a gray area and not a cause for concern, but that’s not accurate. It is black and white, it is just that most advisors choose not to comply with the stringent regulations in the hope that they don’t get caught.

If you hire an intermediary that is unlicensed to sell your business or raise capital for your business and you plan to pay them a success fee for doing so, most of the time the sale will include some piece of the capital structure that is either an exempt security or a non-exempt security. It is important to note that an exempt security is only exempt from registration as a security. It does not exempt the issuer or advisor from securities laws.

There are numerous civil and criminal penalties if you are prosecuted and in a worst case scenario, it could result in a voidable transaction whereby the buyer or investor has the right of rescission, even many years down the line, which effectively grants them a “put” right. If the acquisition or investment doesn’t perform as they expected, then they have the legal right to come back and ask for their money back.

Even if you hire an unlicensed advisor to represent an asset sale, your business still needs to comply with securities laws if the final deal includes any kind of seller note, seller financing, the sale of membership interest in an LLC, stock, options, warrants, or any other security, including many debt issuances.

The simple way to find out if your advisor is licensed is to look at their website or marketing materials. If you are a licensed investment banking agent or securities representative, you are required by law to disclose that fact in any marketing materials, including a website. You would likely find this disclosure in the document footer, or the bottom of a website – you look for a notice that states: “member FINRA/SiPC.”

Exemptions: For the most part, if operating within their normal course of business and if they are paid only on an hourly fee basis, then accountants, lawyers and financial planners are typically exempt, so long as they do not receive any success or contingency fee payment.


Matthew Bristow is a Certified Merger and Acquisition Advisor and a federal and state registered investment banking agent. Matthew co-founded ClearRidge Capital, LLC, an Oklahoma Investment Banking firm.

For further information, visit www.clearridgecapital.com or www.matthewbristowtulsa.com.

 All rights reserved. Copyright: ClearRidge Capital, LLC, 2012.