WHAT IS SECTION 1202?
In the United States, Section 1202 is known as the Small Business Stock Gains Exclusion. It is a section of the IRS code that allows capital gains from Qualified Small Business (QSB) stock to be exempt from federal taxes when selling. But not all small business stocks qualify:
WHAT IS SECTION 1202?
National Capital Flag Company, Inc. (“NCF”), of Alexandria, VA, is a premier manufacturer of custom embroidered and printed flags. The company is a major provider to US Department of Defense and other Government customers, and produces flags for a range of commercial customers, on a contract basis, serving both national and international markets.
With an operational history spanning more than five decades, NCF is an institution in its segment. The company’s on-premise manufacturing capabilities, dedication to quality, and firm status as a provider of USA-made products have earned NCF a bar-setting reputation for custom flag production and tradecraft.
Regarding the acquisition, NCF founder Al Ulmer stated, “It was a pleasure working with the Benchmark International team on this transaction. Benchmark was able to zero in on an array of highly qualified buyers from day-one, leading to a successful transaction with a great acquirer. I am excited for the entire NCF team and the continued bright future that lies ahead.”
Of the transaction, Benchmark Deal Analyst Lucas Marcellini commented, “Both buyer and seller showed great alignment of interests and vision throughout the transaction process. I know that Henotic is excited to take the torch that Al [Ulmer] lit. The entire Benchmark team is looking forward to watching this company’s great story continue forward.”
Americas: Sam Smoot at +1 (813) 898 2350 / Smoot@BenchmarkIntl.com
Europe: Michael Lawrie at +44 (0) 161 359 4400 / Enquiries@BenchmarkIntl.com
Africa: Anthony McCardle at +27 21 300 2055 / McCardle@BenchmarkIntl.com
ABOUT BENCHMARK INTERNATIONAL
Benchmark International’s global offices provide business owners in the middle market and lower middle market with creative, value-maximizing solutions for growing and exiting their businesses. To date, Benchmark International has handled engagements in excess of $7B across various industries worldwide. With decades of global M&A experience, Benchmark International’s deal teams, working from 14 offices across the world, have assisted hundreds of owners with achieving their personal objectives and ensuring the continued growth of their businesses.
Benchmark International is pleased to announce the acquisition of Manchester-based CorEnergy by Kent-based Sureserve in a £7.5m deal.
CorEnergy was established in 2014 to capitalise on market growth in LED lighting and renewables. Focused on providing sustainable energy services for public and private sector organisations, the company provides cost analysis, design, supply, installation and commissioning of LED lighting and controls, solar photovoltaics, electrical vehicle charging, battery storage, and renewable heating solutions.
It is expected to achieve revenues in excess of £6m and EBITA of £1m for the year to 31 December 2021.
AIM-listed Sureserve, currently valued at £148m and employing over 2,100 people, is a compliance and energy services group. The bolt-on deal expands Sureserve’s range of energy services, with CorEnergy providing the firm with new expertise in solar power and electric vehicles.
The maximum total consideration payable for CorEnergy by Sureserve is £7.5m, with an initial £5.9m payable on completion, including £2.9m in cash and the issue of 3,281,879 new ordinary shares of 10p each. Further deferred consideration of up to £1.6m may be payable, split equally between cash and shares, depending on CorEnergy's full-year results to December 2021.READ MORE >>
At the 20th Annual M&A Advisor Awards, Benchmark International was awarded M&A Deal of the Year (100M-250M) for the acquisition of PBK Architects by DC Capital Partners.
As the 23rd largest US-based architecture firm, PBK, based in Houston, Texas, and its subsidiaries in California, Beijing, Shenzhen, and Hong Kong, employ more than 500 architects, engineers, and related professionals.
In addition to its Top 25 status, in 2019, PBK was ranked as the “#1 Education Design Firm” by Engineering News-Record (“ENR”), widely regarded as the engineering and design industry’s premier publication. Specializing in K-12 projects and, in particular, large public high schools, PBK has long been the go-to firm for sustainable design and next-gen integrations in particular. The company also focuses on two related building types—higher education and sports facilities.
This transaction followed closely on the heels of 11 other deals that Benchmark International closed in the architecture, engineering & construction (AEC) space in the first half of 2020.
The seller, Kaleidico, is made up of a team of experts that create and execute lead generation strategies for businesses in the mortgage lending and legal verticals. Their disciplined creative process has been generating leads since 2005.READ MORE >>
At the 20th Annual M&A Advisor Awards—known as the Oscars of the M&A world— Benchmark International was awarded Investment Banking Firm of the Year. The awards are presented by The M&A Advisor, and the winners were announced at the Gala Ceremony live event held in New York City on November 17, 2021.
Benchmark International beat out the other nominees, which included Capstone Partners, Clearsight Advisors, DC Advisory, Drake Star Partners, Generational Group, Leonis Partners, and Raymond James.
These awards serve as the industry benchmark for dealmaking excellence, recognizing the leading M&A transactions, restructurings, deal financings, products/services, firms, and professionals.
Every company has its own unique circumstances and needs. As a business owner, you can choose from a number of different ways to transition out of your company in a sale or before retirement. When succession planning, you should consider your goals for both the company and your life after the transition, such as financial requirements and how much you want to remain involved in the business. Adequate succession planning ahead of time can also help to create significant value for your company.
A transition of a business can be internal or external. Under an internal transition, the company is usually passed on to the next generation of family or a management team member. In an external transition, a strategic or financial buyer purchases the company, either completely or partially. There is also the option of an employee stock ownership plan (ESOP), which falls somewhere in between an internal and external transition.
Full Business Transition
A complete transition occurs when 100% of company ownership is sold to an investor, such as a strategic buyer or private equity firm. Under a full sale, there is a complete change in ownership control, either as a stock deal or asset purchase. Complete transitions are most often asset purchases because it assuages certain liabilities from the buyer. The owner could be required to stay involved with the business through a transition period that can range from months to years, especially if they are a key part of management.
Business valuations in a full transition are based on competitive negotiations. In many sectors, a multiple of the company’s EBITDA (earnings before interest, taxes, depreciation and amortization) and factors such as size, profitability, industry, customer base, and location. In a complete sale, the seller is often given the majority of transaction proceeds upfront, with the rest paid later through an earn-out or seller note.
Middle-market private equity (PE) dealmaking in the United States didn’t lose its record momentum in the second quarter of 2021, some of which carried over into Q3, thanks to sustained economic recovery, ample debt, and plenty of available capital, according to data from Pitchbook. U.S. GDP grew at an annualized 6.5% in Q2 but slowed to 2% in Q3, mainly due to global supply chain issues.
PE fundraising is also holding strong, with the 87 U.S. middle-market funds raised so far this year on course to set a new record. Additionally, the $68.4 billion in capital raised in 2021 is on track to be the second-highest annual total since 2010.
Most deal activities were put on hold for several months after March of 2020 and the onset of the COVID-19 pandemic, but 2021 and early 2022 may be the right time to sell. The following factors are affecting the viewpoint of sellers of privately-owned companies:
- Some owners are now more heedful of another crisis and how it could affect their businesses.
- Many owners no longer wish to sustain efforts and risks that come with their businesses.
- Owners who worked remotely during the pandemic got accustomed to more flexible schedules and free time.
- Numerous owners nearing retirement are worried about the possibility of higher corporate, personal income, capital gains, and dividend taxes.
- Because wealth built up in private companies is not easily converted to cash, some owners have focused on the fact that after-tax proceeds from a sale will last for a long period of time.
So far this year, the largest share of PE deals has taken place in the lower to middle markets, with deals of less than $1 billion making up nearly 70% of all deals. 2021 remains on pace to easily surpass the prior annual record from 2019. At the end of the year, numbers are expected to be even more impressive as investors may hurry to close deals before the year comes to a close.
According to the Golub Middle Market Index, U.S. middle-market companies registered 21% revenue growth in the third quarter of this year. In addition, direct lending funds account for most middle-market LBO financing and reached record fundraising levels in the second quarter.
Add-ons increased as a share of PE deals. Middle-market firms looked to add mid-sized aggregators and sought out M&A deals to expand platforms, diversify the value chain, and embrace ESG principles.
There was also robust exit activity in the middle market, as valuations were desirable and investor confidence was high. So far this year, the market hosted an estimated 430 exits with a combined value of $87.3 billion. Soaring valuations mean that many GPs meet their investment goals earlier than expected, driving many to cash in on investments ahead of schedule.
Smaller, strategic exits are dwindling in the hospitality and travel sectors for expected reasons after the pandemic impacts. Middle-market sponsors are holding onto investments in these pandemic-stricken sectors. In the second quarter of 2021, there were almost zero exits of hotels, in-person dining, travel providers, or other related companies.
Secondary buyouts are also following an upward trend. So far this year, SBOs account for nearly 62% of all middle-market exits. Buyout firms are taking advantage of limited partners’ healthy appetite for private market exposure as well as the record deal activity that enabled firms to fundraise at a very fast pace. While first-time funds and emerging managers put up positive numbers in 2021, some bigger LPs put less investment into large multi-strategy firms or shifted it to new products offered by those with whom they already had a relationship.
Even amid all this positive activity, middle-market firms in the U.S. are still facing other challenges. While unemployment rates have improved from 2020, there is still a record number of unfilled jobs, causing major labor shortages in sectors such as manufacturing, healthcare, and hospitality. These circumstances are causing firms to focus more on deals that acquire key talent and automated technologies that help with employee management and retention. The sector of senior care has been hit particularly hard by labor shortages, which is likely to result in increased consolidation by home care platforms. Additionally, insurance brokerages, wealth management firms, and registered investment advisors (RIAs) all witnessed record M&A activity in the first half of this year.
PE firms are also pursuing more intricate opportunities to expand lines of business, end-market exposures, and product value chains. Such game-changing add-on acquisitions can be especially effective for vertical software deals because complementary products can be woven into multi-capability platforms to create all-in-one solutions that are good for customer retention.
Deal activity is also being driven by environmental, sustainability, and governance (ESG) initiatives. ESG has moved into the forefront for businesses this year. Transactions in the renewables market represent middle-market opportunities to grow a platform into a sector leader because of the market’s highly fragmented nature. Firms in the middle market are also pursuing add-on acquisitions to better align their portfolio companies with sustainability initiatives, whether to meet changing consumer sentiment or lower capital costs by lowering carbon emissions.READ MORE >>