Iconic Media Group and The Mayo News today announce that an agreement in principle, subject to normal regulatory approvals and clearance, has been reached to purchase the Westport-based local newspaper.

The Mayo News is one of the longest established newspapers in the country, having been established in 1892. The paper has a proud history of serving the local community with its efforts being recognised by a host of awards including the prestigious European Local Newspaper of The Year prize twice, in 2007 and 2014.

The Mayo News has been in the ownership of the Berry family for a number of decades.

Iconic Media Group is Ireland's largest independently owned regional newspaper and media group. Should the sale be approved, it would increase the footprint of the company, which already owns over 15 local weekly titles. These include The Donegal Democrat, The Limerick Leader and The Leinster Express.

Benchmark International is pleased to announce the transaction between Dublin-based managed print services company, Office Technology, and leading certified technology company, Intuity.

Established in 1988, Office Technology oversees all aspects of clients’ print infrastructure, supplying and servicing Canon multi-functional devices as a gold member, as well as providing the software to manage the cohesion of machinery, predominantly for SME and corporate clients.

Benchmark International has successfully facilitated the sale of its client, Machine Cutting Services to Montsi Investments, a 100% black-owned family investment company operating in South Africa and Ghana.

Machine Cutting Services, based in Modderfontein, South Africa, offers on-site machining services, products sales and rentals to, inter alia, the power generation, petro-chemical, mining, paper and sugar milling, and heavy engineering sectors. The company is an agent and distributor of prestigious, global brands of on-site machining tools as well as top quality plumbing tools.

Montsi Investments recognised the value in adding MCS to their stable of investments, which includes companies such as aggregate producers in South Africa and Ghana. Through their acquisition of the company they plan to expand its geographic footprint in Africa and leverage the improved B-BBEE score to secure new business.

“With a prior attempt at selling the business by another advisory having been unsuccessful, I was beginning to think I’d never get to retire, but the Benchmark team really came through for me and delivered on their promise to assist me in finding succession for my business”, stated the seller Mr Derek Holliday, adding “I felt well supported by Johann throughout the sale process. His expert guidance was invaluable.” 

“We knew that a completely fresh approach to a wider market would be required” says Johann Haasbroek, the Transaction Director at Benchmark International. “The buyer was identified through the Benchmark process and once we conveyed the unique advantages that they would gain by acquiring the business; such as the growth that could achieved though the company’s superior ability to navigate the South African legislation in which the company operates, the buyer saw the potential for growth and engaged.”

Encouraged by what the deal indicates about the South African M&A industry, Andre Bresler the Managing Director at Benchmark International, concluded “This transaction is testament to the ever-increasing maturity and success of the BEE industrialist and investor market where strong interest was forthcoming from a number of strategically motivated buyers with impressive portfolios and track records of success, capable of adding genuine synergistic value.”

Benchmark International has advised on the transaction between Manchester-based fire engineering consultancy, Omega Fire, and specialist fire consultant firm, BB7, to create the UK’s leading independent fire and security advisory firm.

Omega Fire is a fast-growing, highly profitable fire safety property consultancy using computational modelling to assess fire engineering proposals and address potential fire hazards and risks.

Founded in 2009, BB7 is a fire safety and security consultancy with eight offices nationwide and 60 expert advisers. It offers three core services to clients: fire engineering, fire risk management, and security consultancy and has a client base of building developers, local authorities, housing associations, and hotel and leisure groups. As such, the two companies complement each other in terms of client spread and services offered allowing the combined entity to continue to build its strong reputation.  

Following the acquisition, Omega Fire will continue to operate from Manchester and Leeds, and trade as Omega Fire Engineering Limited throughout 2019, and the amalgamation of the two companies will create a firm with just under 100 people and 10 offices nationwide.

BB7 has been backed by the Business Growth Fund (BGF), which is the UK and Ireland’s most active investor in growing businesses. The investment from BGF will support BB7’s longer-term growth strategy, providing the capital and experienced resources to accelerate its growth plans.

Benchmark International has successfully facilitated the sale of Cubic Inc., to A.H. Belo Corporation.

Established in 2003, Cubic Inc., is a full-service creative agency that uses business intelligence, strategic insights and purposeful creativity to incite brand desire. The buyer, A.H. Belo Corporation, owns and manages several respected newspaper and media companies such as The Dallas Morning Times.

For 16 years, Cubic Inc., has provided its fresh, innovative and non-traditional creative approach particularly towards community marketing and regional branding. Its agency services broadly include immersion & research, ideation & design, execution & production and media strategy & management.

A.H. Belo Corporation is a recognized Dallas-based media company that owns newspapers in North Texas. 

Jeff De Garmo, Vice President of Cubic Inc., mentioned “The Benchmark International team was a pivotal factor in the consummation of this transaction.  They were all hands-on deck when it came to the negotiations of the many moving pieces in a complex deal such as this one.  We highly underestimated the value that a seasoned M&A advisor brings to the table.”

Transactions Director, Luis Vinals said “Working with the Cubic, Inc. team has been an incredible experience that our team has truly enjoyed. This transaction is testament that the Benchmark International team is prepared to facilitate a deal with a buyer on Main St to a buyer on Wall St. Throughout the process, Cubic’s team was responsive to our feedback and available to discuss strategies. We are excited to see the result of their creative future collaborations.” 

Assumptions form the foundation of every facet of an M&A transaction. They permeate every fiber of a deal. Sellers make assumptions. Buyers make assumptions. Lawyers, accountants, wealth managers, and other advisors make assumptions. Deals are built upon assumptions.  When assumptions are thoughtful, reasonable and defensible, there is a much higher likelihood of success.Buyers may assume they can get three turns of EBITDA in senior debt and another turn of second lien debt when determining both valuation and deal structure. However, what happens to the deal if those assumptions prove faulty?  Assumptions should be tested.  Before proceeding, apply a reasonable test.Determine if the assumptions will survive further scrutiny. Are they defensible? If they are not, challenge them and make the appropriate course correction.  

Buyers often use Discounted Cash Flow (DCF) as at least a data point to derive a valuation. However, as any finance student or professional will tell you, DCF is limited by the inputs; the assumptions you make. One has to make assumptions as to the cash flows derived by the business, a terminal value, a growth rate and their cost of capital. Each of those is a lever that a seasoned professional can pull to move the results.  So, the results are subject to confirmation bias. I can make the model spit out a number that aligns with my preconceived notion as to value. Further, I can make the results provide evidence to a narrative that portrays the business in the most positive (or negative) light. Again, assumptions matter. They need to be reasonable and defensible. 

Sometimes we will see buyers assume that all businesses in a specific industry are perfect substitutes. I’ve seen buyers point to other sellers on the market with more “reasonable” price expectations. But that assumption, on its face, is flawed at best and perhaps intellectually dishonest. No two business are alike. They are living, breathing beings with unique people, processes, supply chains, distribution channels, relationships etc.Two businesses that compete with similar services or products will yield different valuations from buyers. Those differences in valuation may be vast.  Why is that, you ask? The answer is businesses are not fungible. They are not interchangeable. They aren’t gold, silver, frozen orange juice or any other commodity.  They don’t trade purely on price as they have unique aspects to them.  As such, we at Benchmark, as a sell side mergers and acquisitions firm, really thrive when we encounter a buyer with this argument.  We love it when a buyer brings that level of analysis to defend their assumptions.  Our clients do too. 

Assumptions matter on the sell side when contemplating net proceeds. Every seller concerns themselves with the amount they will take home once all fees and taxes are accounted for.  More importantly, they want to know if they can “live on” those proceeds.  When considering this question, make sure all of the inputs into the waterfall are reasonable and defensible.  The waterfall demonstrates the net proceeds to the seller accounting for all expenses and taxes. Are your tax assumptions correct?  Make sure you engage advisors that understand transaction tax. Your CPA may not be qualified to dig in here as the questions and answers aren’t black and white.  Often times, the sell side law firm has an M&A tax specialist on the team and that person may be best suited to assist. 

Let’s address the aforementioned question; how much do you need at closing to maintain my lifestyle? Again, as before, the assumptions here matter.  You may not know the market opportunities available to you post-close as perhaps you’ve never had the power and influence that may come from a sizeable pool of investable capital. We suggest sellers speak to wealth advisors to determine if their risk tolerances and investment goals align with the cash flow they require.  We have worked with wealth managers that specialize in working with small business owners transitioning out of ownership for the first time.  They will work with you to determine the proper asset allocation for your proceeds and provide the basis for sound assumptions as to rates of return. They will also review your entire financial profile and exposure to assist you.

Assumptions matter for your advisors. Attorneys may mistakenly assume a seller is adamant about an issue that may in fact be unimportant to the seller. Other advisors may apply their own biases to a deal and assume both buyer and seller think as they do. I’ve found that making this sort of assumption, that buyers and seller think as I do on all matters, leads to poor guidance and poor decision making. 

So, what is the cure for all of these issues that result form poor assumptions you ask?  Simply ask the other party, whether on other side of the transaction or on the same side, to present and defend their assumptions. Once the assumptions are on the table it is easy to test them to determine if they are credible, reasonable and defensible. 

Author
Dara Shareef
Managing Director
Benchmark International

T: +1 813 898 2350
E: Shareef@benchmarkcorporate.com

Benchmark International M&A specialist, Benchmark International, has facilitated the sale of Integrated Legacy Solutions, LLC (“ILS”) to NXTsoft, LLC (“NXTsoft”).

Based in Trussville, Alabama, ILS offers image and data conversion migration technology for the financial services industry. The company specializes in data management through one of three methods: full data conversion into a new system, data migration into its flagship OmniView Browser™ or a blended approach that combines the two.

NXTsoft, located in Birmingham, AL, is concentrated in risk management, including solutions in cybersecurity, compliance, and data analytics. Like ILS, several of NXTsoft’s portfolio companies also provide high quality software solutions serving financial institutions. NXTsoft is backed by a team with a 25-year track record of successful technology start-ups.

ILS founder, Kris Bishop commented, “I would like to thank the Benchmark International team for their dedication and persistence. Their team and hands on approach provided excellent marketing documents, broad coverage across various types of prospective buyers, and resulted in multiple offers over the term of our engagement”

Leo VanderSchuur, Director at Benchmark International, stated, “It was a pleasure to represent ILS, Kris Bishop and Jason Alfano in this transaction. On behalf of Benchmark International, we are extremely pleased with the outcome. Allowing both the seller and acquirer to prosper and benefit is always an ideal end result.”

Benchmark International has successfully facilitated the acquisition of Jackson Galloway Associates, LLC to FGM Architects, Inc. Benchmark International worked effectively with the sellers to ensure that their goals were met from a financials as well as cultural perspective.

Jackson Galloway Associates, LLC is a highly-reputable firm that provides full-service architecture and interior design for the Texas market.  The majority of their clients are churches, public and private schools, athletic facilities and non-profit organizations in the Texas market with a high focus in Austin, one of the fastest growing cities in the country.

FGM Architects is a professional service firm with an emphasis on design and service.  Since 1945, FGM Architects has specialized in the planning and design of environments for PK-12 Education, High Education, Municipal and Federal clients. They offer a unique combination of experience, talent and a collaborative design process.

Benchmark International was able to procure for Jackson Galloway Associates a buyer that met their goals in regards to financial terms as well as cultural fit and an aligned vision in regards to their design capabilities.  Benchmark International represented the sellers for over two years in a diligent effort to find the ideal buyer.

According to John Jackson, AIA, now Managing Director of the Austin Office of Jackson Galloway FGM Architects “'Our transition was assisted by the personal and professional team at Benchmark, International, who walked us through every step and helped us to stay on task to the very end.”

Benchmark International’s Senior Associate, J.P. Santos, commented “The Benchmark International team is very happy for John Jackson, Bob Galloway and the entire Jackson Galloway Associates team.  From the outset, the shared vision in terms of design and corporate culture between Jackson Galloway Associates and FGM was apparent and was helpful in coming to equitable terms.  Both parties were collaborative in their efforts to bring this deal together and we are excited to see what the combined firms can do going forward.”

July 26th @ 10am EST

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Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those
open issues. 

Dry powder is currently a hot topic within the private equity industry because the levels of dry powder are at a record high since the financial crisis, with over $1 trillion of committed capital available.

International M&A specialist, Benchmark International, has successfully facilitated the sale of Sun Coast Hydraulic Electric MFG.,Inc. (“Sun Coast”) to Scott Industrial Systems, Inc. (“Scott Industrial”).

Based out of Jacksonville, FL, Sun Coast is a fully-integrated manufacturer of electric control panels and hydraulic power units.

Scott Industrial is a full-line fluid power distributor headquartered in Dayton, Ohio. The company offers sales and service expertise in hydraulics, pneumatics, and electronic control systems. The company currently serves customers in Ohio, Kentucky, Indiana, Illinois, Western Pennsylvania, West Virginia and Tennessee. Through this acquisition, Scott Industrial continues to expand its nationwide geographic footprint.

Tim Sparks, the founder at Sun Coast, commented, “We are thankful for the role Benchmark International played in the acquisition process. They brought a knowledgeable team to the table and were able to push it through to the end. We are confident this relationship with Scott Industrial Systems will allow us to better serve our clients, and we look forward to the growth to come.”

Dara Shareef, Managing Director at Benchmark International, stated, “It was a pleasure to represent Sun Coast in this transaction, and on behalf of Benchmark International, we are extremely pleased with the outcome. Allowing both the seller and acquirer to prosper and benefit is always an ideal end result.”

Senior Associate, Sunny Garten, added, “Sun Coast is a UL electrical panel manufacturer with many years of experience in the car wash, industrial, and waste water industries. We’re excited to see that this legacy will be preserved and enhanced through this transaction with Scott Industrial. On behalf of Benchmark International, we wish the parties the best of luck moving forward!”

In the biggest deal of the company’s 120-year history, medical device giant Becton, Dickinson & Company has announced its acquisition of C.R. Bard for $24 billion.

Benchmark International has successfully negotiated the sale of Charron Sports Services, Inc. (“Charron”) to Corvus Industries, LTD. (“Corvus”).

Based in Liberty, South Carolina, Charron is an industry

 leader in the installation, maintenance and restoration of aluminum bleachers, telescoping bleachers (gymnasium bleachers) and other seating. The company’s other offerings include basketball backstops and other various gym equipment items.

Since 1991, Charron has been committed to providing reliable and dependable bleacher repair services to some of the Southeast’s largest schools systems. Since inception, the company has grown from a small family business to a profitable venture. The company’s technical knowledge, experienced staff, and professionalism not only ensure client retention, but foster additional growth opportunities within the industry.

With operations dating back to 1973, Corvus is recognized nationally as a major player in the bleacher repair and maintenance space. Bleachers are considered a great liability for institutions, and Corvus has been dedicated to ensuring that bleachers are safe and current with the latest safety codes. Today, Corvus industries is further expanding its geographic presence with the strategic acquisition of Charron Sports.

Tyrus O’Neill, Director at Benchmark International, stated, “It was a pleasure to represent Charron Sports in this transaction, and on behalf of Benchmark International, we are extremely pleased with the outcome. Allowing both the seller and acquirer to prosper and benefit is always an ideal end result.”

Senior Associate, Trevor Talkie, added, “We have really enjoyed working with our client, Maury Purcell, and bringing to the table a company that very closely represents Charron’s ideal candidate in terms of corporate culture and values. Overall, this has been a thoroughly satisfying experience and we wish both parties the best of luck moving forward.”

President and Founder of Charron Sports, Maury Purcell, stated, “Benchmark International played an instrumental role in facilitating a transaction quickly and fairly. I would like to thank the Benchmark International transaction team for the extraordinary effort in representing Charron Sports in this deal. We strongly feel this end result could not have been achieved without the help of each member there."