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Life After Sale

There are a myriad of reasons why you might look to sell your company: retirement, further resources are required to grow, or it is an opportunistic time. Whatever the reason, this is likely to be the pinnacle of your career as the amount of time and money invested into your business will come to fruition when it sells, securing the future for you and your family.

But what happens after a sale? The business which you have invested years into, and the place where you spent the majority of your time, has passed on to somebody else. You may have made a tidy sum of money from the sale, which many people would be satisfied with as they may never have to work again and be able to live in the lap of luxury, but once the holiday of a lifetime has been taken, what then?

And what about how the company will thrive going forward? This is maybe something that you have grown from the beginning, and you want to see its continued success, as well as ensure the future of your employees who have been loyal to you.

At Benchmark International, we understand that there is life after the sale of a business and so structure a shareholder’s exit to suit both them, and the welfare of the company going forward.

The following are companies which Benchmark International has sold and structured the deal to allow for a successful life after a sale for both the shareholder(s) and the business.
ROC NORTHWEST

ROC Northwest had been established for nine years before the shareholders, Hilary and Glyn Waterhouse, decided to sell. They had built up a company which provided education, residential, and domiciliary care services to young people with emotional and behavioural difficulties, autism spectrum disorders, learning and physical disabilities, and those with challenging behaviour issues, from seven properties throughout the north west of the UK.

They had a vested interest in ensuring that the company was sold to the right acquirer, not just to ensure that the welfare of the young people in their care was maintained, but also to ensure that the staff that had been loyal to them remained in employment. As such, a large number of interested parties were presented to ROC Northwest and the shareholders were able to choose the acquirer which best fit their ideals. Commenting on the acquirer’s plans going forward, Glyn said:

“We actually sold the company to a firm called CareTech Holdings PLC. They wanted to keep our managers, they wanted to keep the staff, they wanted to keep the homes. In fact, they didn’t want to change anything about the business. It was very important because once you start a business from scratch, you want that business to succeed; you’ve got loyalty from your staff, and you want the staff to be in place and have their jobs, so it was very important that we found a buyer that followed that ethos and allowed us to continue the hard work that we were doing.”

The shareholders at ROC Northwest wished to sell the company as they were looking at other business opportunities and wanted to spend more time together as a family. As this was the case, Benchmark International negotiated a seven figure deal with the majority forming a cash payment on completion. Now, Hilary has been able to purchase an equine business and has a total of eleven horses, growing from two.

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Top Ten Places to Retire

Retirement is a time of life where all the work people have completed comes to fruition. Most people live on pension plans that require careful attention to detail and proper budgeting to ensure they last throughout retirement. However, a small number of retirees have the means to retire and live in luxury. For these people, the world is their oyster, and they can go wherever their hearts desire. Here is a breakdown of ten of the world’s most lavish retirement destinations.

1) MONACO – France borders the Principality of Monaco on three sides, and the Mediterranean borders the small country on one side. The Principality of Monaco has an area of approximately 2.02km (0.78 mi) and more than 19,000 inhabitants per square kilometer, which makes it the second-smallest independent, and most densely populated, sovereign state.

Getting around Monaco is easy as there is plenty of public transportation and the country is small on foot as well. Monaco offers world-class entertainment with the Formula 1 Grand Prix, the Monaco Yacht Show, and the Casino de Monte Cristo. Real estate in this small locale is coveted by many because of its proximity and easy access to the rest of Europe.

Moreover, Monaco is known for its relaxed tax laws and its secure banks. Folks looking to retire here are sure to enjoy the finer things life has to offer.

2) DUBAI – Dubbed as one of the world’s cleanest cities, Dubai is a hot destination for travelers from all corners of the globe. In 2016, Dubai was the fourth most visited city in the world. The skyline boasts impressive buildings, including the Burj Khalifa, which is the tallest manmade structure in the world. Additionally, the city offers more than 70 shopping centers, several water parks, camel rides, the world’s largest choreographed fountain system set to music, and other tourist attractions for visitors.

Dubai does not offer permanent residency, citizenship, or retirement visas to non-native persons. However, this doesn’t mean one cannot retire there as long as permits are consistently renewed every 2-3 years. There are two types of investment visas that retirees can obtain if they wish to stay in Dubai: the business investment visa and the real estate investment visa. Additionally, if a retired adult has a child working in the UAE with a Labor Card and valid residency permit, then he or she can qualify for the dependency visa and move to Dubai with that visa. For the dependency visa, sponsors (adult children) typically need to make at least $65,000 USD per year.

3) SINGAPORE – Like Dubai, retiring in Singapore requires a residency visa through an investment, in most cases. A permanent residency visa can be obtained through a work permit after a year of working and living in Singapore and must be renewed every five years.

However, this country is valued for its rich climate, first- world amenities, favorable exchange rate, and the fact that English is an official language of the nation. Retiring in Singapore will require a higher cost of living and given that it’s one of the world’s largest financial and cultural centers; this is no surprise. However, living here is about enjoying the cosmopolitan lifestyle rather than trying to make savings stretch.

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Giving in Order to Receive

A recent article in the Harvard Business Review made a perhaps surprising conjecture: that as far as mergers and acquisitions are concerned, those companies that focus on what they’re going to get from an acquisition are less likely to succeed, in terms of the deal outcomes, than those companies that focus on what they can give to the process.

Acquiring companies being in ‘take’ mode was a dangerous place to be, it claimed. Indeed, corporate giants are not immune from this conundrum either, if we think about, for example, Microsoft and Google wanting to get into smartphone hardware in ‘taking’ from Nokia and Motorola respectively.

A buyer in ‘take’ mode means that the fortunate seller can increase price, especially if there is more than one potential buyer in the picture, and effectively remove the future value of the transaction. Buyers on the take, really knowing what they want, are also more prepared to pay top dollar – which, in and of itself, poses a problem in eventually getting a good return. But companies with a ‘getting’ focus also tend to lack adequate understanding of their new markets, making failure even more likely.

Having something to give to the deal, however, really benefits outcomes. This could mean anything that makes the acquired company more competitive in its market, and especially if the buyer is the only partner who can offer this new competitive edge.

The much-talked-about Harvard Business Review article listed four main ways that the ‘giving mode’ buyer can increase the competitiveness of the bought company and ultimately secure better outcomes on the deal:

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Something's Brewing in M&A: Craft Beer Gives New Perspective to the Industry

Who doesn’t love microbrews? The explosion of the craft-beer revolution has spread across the country.

Western cities, such as Portland, Denver, San Diego, Seattle, and Los Angeles are seeing a large increase in new jobs and establishments in small-scale breweries. This trend is spreading nationwide, and how do we explain this craft-beer boom? It’s relatively simple, the American breweries lack of distinct, indigenous brewing traditions in the past has been conducive to the rise of craft brewing. The small, independent, and traditional brewery adds to the eclectic style and diversity consumers are demanding. The niche styles of beer, particularly hoppy IPA’s, pale ales, infused blends, and specialty brews are leading the way. This changing landscape has created multiple opportunities for the M&A industry.

So, what does this craft beer boom mean to Benchmark International and the M&A industry? The sustained success of craft beer and the changing demographics of brewery ownership has led to more mergers and acquisitions and transactions than ever before. Since 2014, there has been more than one transaction per month. Global players, such as SAMMiller and InBev, are leading the way in the direct M/As of craft beers. What is more interesting in this recent trend of mergers, is the allowance of once previous competitors to combine styles and taste with new hosts to release new and creative craft beers. The rising popularity of craft beers has fueled industry growth and increased valuation multiples towards all-time highs over the last few years.

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What to do With Your Business to Make it More Appealing in Light of the Baby Boomers' Crisis

What options are there for you when looking to retire? The three main ones are to sell, pass the company down to family or to shut it down completely.

The latter may seem dramatic and not sound so appealing, especially after years of establishing a business and investing copious amounts of time and money into the venture. Unfortunately, for the baby boomer generation, it is increasingly likely that this could happen if a well thought-out succession plan is not implemented.

There is much speculation as to why there is a succession crisis – here are a few possible scenarios as to why this has happened:

THERE IS NO ONE IN PLACE TO TAKE OVER THE BUSINESS

The generation after baby boomers, Gen X (typically those born between the early 1960s and early 1980s) are not as numerous as their predecessors. The generation after, millennials (typically born between the early 1980s and the millennium) are generally not yet of an age to take over a business.

RAPID CHANGES IN AUTOMATION & TECHNOLOGY

Those Gen Xers and millennials who do want to start a business will not want to take over one they feel is antiquated. A lot of businesses now have an online offering, or machines to automate the process, and this is changing how business is done. As such, the younger generations may not want to go into a business in an industry that will not be around for
much longer.

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Buyside Perspective

As stated on Benchmark International’s website, our perspective makes us different. We strive to help clients reach their maximum value for the sale of their business. To accomplish that goal, it’s important to also have good buyside perspective.

Buyers look at companies differently than sellers and some advisors. Certainly, a company’s financials are a common barometer for both sides to gage a company’s performance and success. And cultural fit is a must. Beyond those metrics; however, buyers prioritize characteristics to mitigate investment risk. These characteristics include, scalability, stability, resiliency, and the ability to grow.

Scalability is about a company’s ability to accommodate growth – to behave as a larger entity. Some acquisitions result in smaller companies becoming part of much larger organizations. The new structure sometimes brings new processes, systems, and reporting requirements. These changes in scale can introduce risk if personnel lack the bandwidth, appetite, skills, or resources to ramp up. Buyers seek assurance that the team is adaptable and capable of scaling.

Many investors also seek stability. The project-based business with wild swings in revenues or heavy seasonality, for example, presents significant challenges in performance, planning, and execution. For most investors, consistency is vital and this is often tied to a company’s revenue model. This is a key reason why buyers prefer recurring revenue models. For industrial services businesses, long-term or preventive maintenance contracts provide recurring revenue. Many equipment manufacturers have transitioned to providing a service rather than hardware. For example, some compressor manufacturers retain the physical asset and provide an “air as a service” guarantee for a monthly fee. And software companies achieve this by transitioning to a subscription, or software as a service (SaaS) model. Together with a “sticky” customer base – high switching costs or risk – these all provide a level of revenue stability that might otherwise be absent.

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What Are My Options If I Can No Longer Run My Business?

You’ve just walked your client outside and thanked them for stopping by, another successful day of work accomplished. You lock the front door of your establishment and your phone rings. It’s your wife. She’s calling to let you know the test results you had been anticipating from the doctor came in. The doctor regrets to inform the family that the results showed your wife does, in fact, have cancer. Your heart stops as her following words become a blur.

Your immediate reaction is “I need to get home now.” You don’t know how to bring her comfort. You feel helpless; there isn’t a cure for cancer. There are treatments, but you don’t even know what her prognosis is yet. A flood of emotions fill you as all your responsibilities come to the surface of your mind. “My wife is sick, and she needs me. My business can’t run itself. My bills won’t pay themselves. The work won’t do itself. What am I going to do?”

We like to think scenarios like this will never befall us; unfortunately, they can, and they do. There are things that can come up in life at any time without warning, and we need to know our options. As a business owner, encountering a turn of life events such as this might give you a new perspective on what’s important to you. You might want to spend more time focusing on your family and less time on the business. You need to know that you have various options to achieve this goal, and each option has its advantages and disadvantages.

Here are some options if you want to take a step back from your business quickly:

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What are EBITDA Multiples?

Adjusted EBITDA is a term often used in mergers and acquisitions. EBITDA is defined as “earnings before interest, taxes, depreciation, and amortization.” It is the net income of a business plus interest, taxes, depreciation, and amortization added to it. Adjusted EBITDA “adds-back” expenses a current owner may run through a business that do not reflect the typical costs to support operations. Typical add-backs include expenses that: 1) may be unusual or linked to a certain event (like a bad debt write-off or expenses related to move the business); 2) are at the discretion of the current owner (for example, payments to a spouse or child that is not active in the business); or 3) compensation to an owner or family member that may be more than the cost to replace the duties performed by that person. Typically, historical figures for adjusted EBITDA are used as a proxy to reflect the income stream a business will generate in the future.

Why is adjusted EBITDA important? Because it is commonly used to calculate, or impute, the value that is being put on a business. Value is a product of multiplying adjusted EBITDA by an EBITDA multiple. Value = An Income Stream times a Multiple. Conversely, Value divided by an Income Stream (like EBITDA) = Multiple. This is the same concept as a price to earnings multiple in the stock market. However, in the world of mergers and acquisitions, adjusted EBITDA is the income stream commonly used to determine value.

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New GDP Regulations in Europe: What Does This Mean for M&A?

Posted on May 18, 2018 By in Business Tips + UK Government + UK M&A

On the 25th May 2018, a new data protection regulation (the General Data Protection Regulation or GDPR) replaces the Data Protection Directive with the aim of protecting the personal data and privacy of EU citizens. It must be adhered to by all companies conducting business in the EU, regardless of the location in which they operate.

So, in the context of M&A activity, how will this affect you? One of the changes places a heavier emphasis on the privacy of a company’s customers; therefore, companies will be scrutinised on how they collect, store, use and transfer personal data. The knock-on effect this then has is that during a transaction, an acquirer will carry out even more comprehensive checks on the target, examining internal data protection systems and processes and undertaking checks on contracts with suppliers and subcontractors, which must comply with the new regulation.

This is in an acquirer’s best interest, as they inherit any existing data protection liabilities from the seller post-sale and the penalties for a breach are steep, attracting a maximum fine of either €20m, or 4% of global turnover, depending on whichever figure is highest.

It also will have an effect on the communicating of personal data during the due diligence process between an acquirer and seller. Personal data can now only be disclosed if the acquirer can show a legitimate interest. While in the M&A process, an acquirer can prove that they do have a legitimate interest in the data this is unlikely to extend to every individual involved in the business, instead just encompassing members of the organisation such a managers. Care then has to still be taken to not personally identify any individual outside of this remit, so a seller must make sure they are cautious not to identify individual customers or employees and suitably anonymise this data.

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I’ve Been Approached by a Buyer, What Do I Do?

You’re sitting at your desk eating your lunch and reviewing the emails in your inbox when your phone rings. You pick up, on the other end of the phone is an inquirer looking to purchase your company. You haven’t given much thought to whether or not you’re open to selling your business, and here is someone who is ready to purchase it right now. What do you do?

Engage the Right Support Team

First things first, congrats! You might not be thinking to sell right now, and that’s okay, but now you know there is interest in your enterprise. If this inquiry has sparked curiosity in you to explore the possibilities of a sale, you need to be prepared. How do you approach an offer for your business out of the blue? Well, you don’t go into it alone, that’s for sure. You need to have the appropriate team in place to assist you should you decide to explore your options. You will need a sell-side mergers and acquisitions specialist to help you navigate the waters of a sale and break down your options for you.

When it comes to selling your business, it’s okay to acknowledge that you don’t know what you don’t know. Having a mergers and acquisitions firm on your side can help you determine what the approximate value of your business is against others in the same market. Furthermore, you can discuss what your aspirations are for your business and what you hope to achieve from a sale.

What Do You Want?

A call that catches you off guard might have you thinking what the buyer’s intentions are, but you need to think about your intentions. If you consider selling your business seriously, what do you want from a sale?

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I’m Thinking of Selling My Company, How do I Value My Business

So, you are entertaining the thought of possibly selling your business. How do you know what it’s worth? There are a lot of factors that go into deciding an asking price for your company. The market, the industry, and the level of risk can all affect the final value. The following guide will walk you through a quick rundown of the valuation process for middle-market businesses and help you gain a basic understanding of what your company might be worth.

Step One: Have Your Finances in Check

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Why You Need an M&A Firm to Grow Your Business

You have worked hard to build your business from infancy and bring it to the success it has achieved thus far. Taking your business to the next level feels like the right thing to do, but your personal load is getting larger and larger, so how can you do that? You are nearly maxed out as it is. You knew starting a business would be hard and growing it would be even harder.

Should you sellout completely? Should you find a partner? You are probably beginning to explore your options. One option, that will make your job easier and help you find a partner who can take your company to its full potential, is using a mergers and acquisitions firm to help you find a buyer that will fulfill your vision for your business, through a strategic acquisition.

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Things You Need to Know Before You Sell Your Business

Know Why You Want to Sell

What do you plan to do after you sell your business? It’s important to know your purpose for selling, so you can appropriately plan what you want to do after the sale. Are you planning on a total exit, or do you want to stick with the business for a while? There are a few options at your disposal when deciding your reasons for exiting your company. If you are wanting to take a step back, but still want to have some involvement, you can keep a small percentage of the company and transition into a new role with lighter responsibilities after the sale.

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Are you thinking of selling your business? How will you protect your employees?

Your business is your baby, and the people who work for you are your family. A concern of many business owners thinking to sell is how they will care for their employees throughout the sales process.

Download our guide “If I Sell My Business, How Can I Protect my Employees?,” today!

Download Guide

In this guide, you will learn how to best communicate with your employees effectively, how to negotiate on their behalf, how to put their concerns at the forefront of your decisions, and how working alongside them can help alleviate their concerns. 

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How Much Do I Need to Sell My Business For, So I Can Retire?

So, you are a business owner who is thinking of moving toward retirement. How do you do that? What are your options? How much money do you need to sell your business for, so you can retire? These are all questions you need to fully explore when you’re ready to make this transition.

What Are My Options?

You have a couple options if you are looking to retire. First, you need to decide what your ultimate goal is. Do you want to completely exit the business? Or do you just want to take a step back and pin the majority of the responsibility on someone else? It’s up to you how you want your money to work for you and how much free time you want to have.

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Why the time is now to sell your business, more than ever

Posted on March 5, 2018 By in Tax + Business Tips + Time To Sell + Tips + Tax Cut

Earlier this week, projections for increases in the Federal Funds Rate increased from three 25 basis point increases in 2018 and one in 2019 to four and two respectively. As a “basis” point is 1/100th of a percent and a “25 basis point increase” is an increase of 1/4 of one percent, this means that rater than increasing by 0.75% in 2018, experts now expect a 1.00% increase for the year and a 0.50% increase as opposed to 0.25% increase next year.

This happened because (a) the recent tax cut is expected to boost GDP by an extra 0.3%, (b) the even more recent government spending bill, which is modestly termed “generous”, is also expected to add 0.3% to GDP, and (c) the regulatory roll-back that has occurred over the last 12 months is expected to add another 0.3% to 0.6% to GDP.

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You Need an M&A Specialist, Not an Industry Expert

It’s time to dispel the myth that it’s better to use an industry expert versus a mergers and acquisitions expert for the sale of a business. At times, sellers are apprehensive about engaging with a mergers and acquisitions firm that doesn’t specialize in one specific industry, and they say they would rather use an industry expert instead. This isn’t the best strategy for a seller who hopes to gain the most value for his or her business.

The mergers and acquisitions cycle is constantly changing. That’s why it’s important for mergers and acquisitions firms to stay on top of industry trends and stay abreast of any new developments. At Benchmark International, we are M&A professionals who work in all industries. Our business is selling businesses, and we understand the industry specifics.

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Greening Due Diligence: Environmental Factors to Consider in M&A Preparation

‘Green-washing’ is pretty much endemic in the business world, with every company worth its salt aiming to showcase its environmental credentials, whether rightfully or as a PR exercise.

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Due Diligence in Mergers and Acquisitions: A Beginner’s Guide to the Top Five Areas of Interest

Due diligence by potential buyers takes up a serious amount of time in any M&A process. Essentially, it’s designed to make sure the buyer knows exactly what it is that they’re buying – and in other cases, ‘reverse diligence’ helps the target company understand whether a potential buyer or merger partner is right for them.

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The Importance of Disclosure Schedules In Mergers & Acquisitions

Disclosure schedules are an integral part of any merger or acquisition (M&A) transaction. They contain information required by the acquisition agreement—typically a listing of important contracts, intellectual property, employee information, and other materials as well as exceptions or qualifications to the detailed representations and warranties of the selling company contained in the acquisition agreement.

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