Benchmark International is delighted to announce the acquisition of Manchester-based Hargreaves Jones by London-based CCi.

Established in 2005, Hargreaves Jones is a consultancy providing commercial and project management services to clients primarily in the large-scale infrastructure sectors including nuclear decommissioning, electricity generation and distribution, oil and gas, green energy generation, transportation, and manufacturing both in the UK and internationally.

CCi, a Rimkus company, is an independent consultancy with an international reputation for expertise in the insurance and construction industries. Operating from over 17 locations worldwide, CCi has a dedicated team of 115 experts helping to resolve some of the world’s largest and most complex insurance claims and construction disputes.

Rimkus has been established for over 40 years and now operates from more than 110 offices worldwide. It is a provider of engineering and technical consulting services to corporations, insurance companies, law firms, and government agencies. Rimkus also provides architecture, engineering, and construction services for the built environment, including restoration design, facilities risk assessments, and due diligence property condition assessments.

The acquisition will support the advancement of CCi’s expertise to deliver commercial and project management services to clients engaged in capital construction and engineering activities on both large and small infrastructure projects.

Benchmark International is pleased to announce the transaction between G2 Technologies, Inc. (d.b.a. Paper Handling Solutions) and Digital Print Solutions. 

Several elements play into a successful merger or acquisition, from finance to sales and from operations to HR. Leading up to a transaction, it’s not uncommon for business owners to focus more on these elements and not the area of marketing as an essential part of their M&A strategy.

Marketing is an incredibly important part of ensuring the success of a deal and the integration of companies in the agreement. In addition, effective marketing strategies can help the company create value and growth in several capacities.

The Retail Industry
Now that we seem to finally be closing in on the end of the COVID-19 pandemic, 2022 is likely to continue to see overall growth in the retail sector, but not without its share of challenges.

Benchmark International is pleased to announce the acquisition of Swindon-based Tops Security by London-based Banham.

Tops Security is a provider of electronic security systems for domestic and commercial customers, offering a comprehensive product range including intruder and fire alarm systems, CCTV, and access control systems. The company provides a turnkey solution, providing customers with design, installation, and on-going technical support.

Founded in 1926, Banham has grown to become the largest provider of security systems to properties in London and the South East of England. The family-run business, currently in its fourth generation of the Banham family, has seen significant year-on-year growth.

Actively acquiring over the last few years, Banham has expanded its reach into the West Country, therefore making the acquisition of Tops Security a natural fit.

The companies also share several core values as industry experts with a strong family ethos.

Benchmark International is pleased to announce the acquisition of London-based Zencom to Wynard-based Communicate.

Zencom supplies inbound and outbound call services to SMEs and blue-chip companies including call routing, invoicing and online real-time management call statistics.

Since 2011, Communicate has been a specialist in IT, telecoms and cyber-security, keeping over 500 businesses and 50,000 users connected and secure across the UK.

The acquisition will add specialist SME-centred services to Communicate’s offering and unlock new service lines. It is the company’s third buy as part of its buy and build strategy and has been facilitated by a £1.5m investment from BOOST&Co.

As a business owner, you may have noticed an increase in conversations regarding environmental, social, and governance (ESG) policies in the workplace and B Corp status. Even though these policies are being implemented more frequently with larger companies, many small and mid-size business owners are not fully aware of what these policies are, what they mean, and how they are affecting investor behavior and M&A transactions. Let’s start by breaking down exactly what ESG is. 

When planning to sell your business or grow it with the involvement of investors or lenders, there are ways to measure its financial health using a variety of ratios and better manage your company. These various ratios are key performance indicators (KPIs) that can help you stay up to date on the current health of your business, increase value, and gain a competitive advantage.

Benchmark International has successfully facilitated a transaction between CoreAxis, LLC, and eLearning Brothers.

When raising money to fund mergers and acquisitions, there are several ways that capital can be sourced. First, the financing needs to be raised with consideration of the company's operating cash flows. For example, if the business uses debt financing, it should have sufficient funds to cover the interest and repay the debt.

An IPO is an initial public offering (IPO), which is the first limited public stock sale by a private company. IPOs are a strategy often used by smaller businesses to raise capital from public investors in order to facilitate expansion and growth. Once public, the company can be traded on the open market. There are both upsides and downsides to taking a company public. 

What is an M&A Strategy?
A strategy for a merger or acquisition is the rationale behind the transaction. Your objective should determine the type of deal that is right for your company. Maybe there is even more than one objective. Commonly, these goals are focused on boosting financial performance and mitigating risk.

When it comes to mergers and acquisitions, it is common for a seller to struggle to see the transaction from a buyer’s point of view. This is quite understandable because a business owner spends years, and even decades, building their company into a successful venture. It makes it more difficult to see the transaction from a potential buyer’s perspective. Many M&A transactions fall through because the seller and buyer simply cannot get on the same page. As a seller, you can work with an experienced M&A advisor to help you manage your expectations for the value of your company so that you can not only get the most out of your deal but also make sure the deal goes through. If you’re selling a business, you should understand how the valuation of a company works, what it is based on, and what is important to a buyer.

As a business owner, it is important to have a solid understanding of what a sustainable growth rate (SGR) is, and why it matters to the valuation of your company. 

The COVID-19 pandemic taught us quite a few lessons for keeping a business surviving and thriving in unchartered territories. Now is the time to be forward-thinking. There are ways that you, as a business owner, can utilize mergers and acquisitions (M&A) as an effective strategy to accelerate your company’s recovery from the lingering impacts of the pandemic from both a defensive and offensive perspective.

OFFENSE:

Accelerate Your Business Model

Inorganic Growth
Emerging from a pandemic is not the time for organic growth strategies for most businesses. This is especially true for sectors that have experienced irreparable impacts, such as retail, hospitality, tourism, and live entertainment. However, M&A can accelerate growth within a business model is otherwise not feasible or accessible ways. Whether it’s accessing new supply chains or acquiring a competitor’s talent, M&A is an effective tool that can open up several possibilities for growth and success.

Disruptive M&A
Technology and innovation have become more imperative than ever because of the need for rapid digitalization during the pandemic. When remote working and online conferencing became the norm, disruptive tech was put on an epic fast track. Everyone wants what is hot, and they want it ASAP. Otherwise, they risk falling behind the competition. As a result, these technologies offer significant M&A opportunities for companies in many sectors, such as cloud computing and artificial intelligence.

Boosting Supply Chains
Supply chains have taken a significant hit due to the pandemic, with some sectors experiencing worse disruptions than others (such as automotive, energy, and manufacturing). As a result, these sectors are being forced to reboot and find ways to alter their supply chains to get what they need. This is where M&A can be a real game-changer, helping companies gain access to alternative supply chains and keeping operations on track.

Alliances and Joint Ventures
Because of the pandemic, consumer behaviors and spending patterns have changed. Welcome to the new normal. This means that businesses will need to look to new strategic alliances to be more agile in catering to new customer habits, and M&A can help make these joint ventures a reality.

DEFENSE:

Protect Your Future

Integration and Value Creation
Now more than ever, many companies need to cut costs, free up working capital, and do it quickly. M&A is one of the more timely ways to make this happen. Also, planning on ways to create value today can protect your business in the future. By turning to M&A, you can both integrate and develop.

Divestitures and Separations
As economic pressures persist, many businesses need to divest non-essential assets. At the same time, they may also need to unload any highly sought-after assets for financial reasons. There are also opportunities due to sustainable investing becoming much more popular. In addition, environmental, social, and governance (ESG) initiatives lead to rebalancing portfolios, which could mean actionable assets for divestiture. In any case, sellers should enlist professional M&A advisement to ensure that they avoid getting into asset fire sales. Learn more about the value of hiring an M&A advisor here.

End-to-End Distressed M&A
2021 was a record year for M&A, and a great deal of opportunity still exists. Many types of investors, including private equity, activist, and corporate investors, have strong balance sheets. They are sitting on plenty of cash and are in the position to move quickly on acquisitions of distressed businesses.

Let’s Get Started
If you think M&A strategies could benefit your company, our experts at Benchmark International would love to hear from you so that we can discuss your options and help you make the most of your success.

When you are about to sell a business, you have a few options regarding how to do it, and whose expertise to enlist. Many people confuse M&A advisors with business brokers. While there are some similarities, they are not one and the same. There is actually more than one significant difference between an M&A advisor and a business broker. It is important for any business owner to understand these differences, so that it can be determined which is the best way to go about the sale of a company.

Gregory Jackson, Benchmark International’s CEO, was named International CEO of the Year (Corporate Finance) by the Gamechangers™ 2022 Global Awards, adding to his growing and impressive list of accolades.

In the first quarter of 2022, global middle-market M&A activity maintained the momentum that we saw in 2021. Last year, lower and middle-market companies played major roles in deal-making activity. Companies of all sizes enjoyed significant buyer interest in sectors ranging from tech, transportation, healthcare, manufacturing, and logistics.

 A notable imbalance in supply and demand in the lower and middle markets has been driving up the valuations of healthy companies in hot sectors. This trend is expected to continue through 2022 for strong companies in the lower and middle markets, especially in sectors such as healthcare, cybersecurity, cloud computing, artificial intelligence, and niche manufacturing.

Benchmark International is delighted to announce the acquisition of Liverpool-based Notus by Warrington-based British Engineering Services.

Notus is an engineering consultancy specialising in the delivery of heavy lift and transport consultancy services, lifting assurance, and the planning and execution of lifting operations. Services are delivered across the energy, rail, defence, and construction sectors throughout the UK and Europe.

For over 160 years British Engineering Services has been engaged in the testing, inspection, and certification of industrial machinery via its highly skilled engineer surveyors and engineering consultants. The British Engineering Services Group team has grown considerably due to ongoing recruitment activity and acquisitions and now consists of almost 1,000 people.

The acquisition is British Engineering Services' seventh since 2019 and the second conducted via Benchmark International in the last two months.

Benchmark International is pleased to announce the acquisition of both Access Plus and TrainingPlus to Briggs Equipment.

Operating from three sites in Scotland – Glasgow, Edinburgh and Irvine – Access Plus has delivered high quality powered access solutions to customers throughout the UK since 1998. The company manages approximately 700 powered access assets, which will help bolster Briggs Equipment’s comprehensive fleet of access equipment and increase coverage in Scotland.

Briggs Equipment is the exclusive national distributor in the UK for the Hyster and Yale ranges of forklift trucks and other materials handling equipment.

According to Pete Jones, Briggs Equipment’s managing director, the group has significantly increased its access equipment capability across the UK and Ireland with the acquisition, enabling the company to accelerate its powered access strategy and deliver a broader proposition to its customers. With the addition of TrainingPlus, the company has the opportunity to expand its existing training services.

George Marriott, Access Plus and TrainingPlus managing director, commented: “We are extremely pleased to be a part of the Briggs Equipment Group following confirmation of the acquisition. Our team can’t wait to get started and continue the ongoing development of our businesses in a strategic and progressive manner. The culture and values of Briggs aligns perfectly with us and we could not have picked a better parent company.

“Throughout the acquisition process the team at Briggs have conducted themselves in an exemplary manner and we are looking forward to working closely as part of the group moving forward. We are determined to maximise the potential of our business, whilst still delivering a great service to our customers and this acquisition will help us deliver on that ambition.”

Commenting on working with Benchmark International, Mr Marriot added: “I was guided to a successful conclusion with a world class expert, James Robinson, at Benchmark. My frustration with due diligence he took ownership of, his attention to detail was faultless and my experience was certainly exceptional. This was my first sale and "my baby" was comfortably delivered into caring hands. James managed the purchaser, my legal team, the accountants, my team and myself with a caring and surety - allowing me to understand the complexities of the deal, which helped me make better decisions along the journey.”

Handover Process

After completing the sale of your business, there is typically a handover process between the seller and the buyer. One of a buyer’s most significant concerns when taking over a business is that the company’s performance continues as it was before the sale. When a seller is willing to stay on for a handover process post-closing, the buyer has increased trust in the business, resulting in the business selling more quickly and at a higher valuation. Therefore, it will be beneficial to both parties to plan this part of the process well and in advance of the time that the handover will take place. The length, compensation, etc., of the Handover period will be worked through during the Purchase Agreement negotiations. If there is a failure to recognize and offer an acceptable handover period for the business, it could cause a deal to fall apart while it is in due diligence.

Stages Of A Business Handover

The typical stages of a business handover are the Training Stage, Handover Stage, and Assistance Stage. Immediately following the sale, the seller will usually continue to run 100% of the business. During this time, the new owner will take some time to familiarize themselves with the business. Then, as the Training stage begins, the seller will slowly reduce their involvement while the buyer continues to increase theirs. In the Training stage, the seller must create a checklist of items that he can run through with the new owner. Mark each item as complete once it’s finished, and keep this for your records if you run into any issues down the road. It is a good idea to observe how a day in the life of your business typically goes. Take note of every payroll task you complete, every person you communicate with, any supplier or contractor documentation, provide copies of all budgets, information about cash flow, etc. Continue with this process until you feel that you have been able to document all of the particulars that the new owner will need to know in order to keep the business operating smoothly. As the seller trains the new owner, the seller will slowly start to reduce their involvement while the buyer continues to increase theirs. This sequence will continue until the complete handover is achieved.

During the Handover stage, the new owner runs 75%-100% of the business with the seller still on hand to help answer questions and ensure that processes are running smoothly. If you have had a successful Training stage, the new owner will have increased confidence in successfully running the business. This may matter to the seller as well, particularly if there are any deferred payments or earnouts that have been agreed to in the structure of the sale. It is imperative to train the buyer and put them in a position to be successful, as both parties benefit from doing so. The new owner will now be in charge of making crucial decisions and bringing innovative ideas and future plans for the business to the table. Customer and employee relationships with the new owner should be solidly in place at this point, and the seller should have very limited involvement in the day-to-day activities of the business.

Once the new owner is running 100% of the business, it is common to enter the Assistance stage, where both parties have made an agreement to remain in contact for a set period of time in case there are any questions that come up. While the seller is no longer directly engaged with the daily runnings of the company, it is best for them to make themselves available to answer any questions that the new owner might have. Many times the majority of this communication can be handled through email and phone conversations. An essential item to have established for this stage is the amount of time the new owner can expect to receive help from the seller, paying particular care to have the expectations and limitations outlined.

A properly planned Handover period can help the seller and the new owner is mentally prepared for the seller’s exit and help prepare the business, customers, and employees for the handover. Once the handover is complete and the seller exits fully, they can know that the business is in good hands. It is time for them to recover from and reflect on the ownership handover period and identify their next goal to get excited about.

  Author
  Amy Alonso
  Transaction Director
  Benchmark International

  T: 512 861 3301
  E: Alonso@benchmarkintl.com 

Knowing the structure of a transaction you are involved in is key to optimizing the composition of a deal. If you enter a proposed transaction thinking you understand the offer, you may be blindsided by various structures that may affect your net cash position. A critical aspect of a transaction is understanding the structure and what it means for you as a buyer or seller. Clients often believe that they agree to accept a stock transaction only to find out that the transaction will include an election that may affect their tax bill. A 338(H)(10) election is one of the more popular tax elections, but there are others.

The global food & beverage services market is forecast to grow from $3,232.94 billion in 2021 to $3,678.61 billion in 2022. That represents a compound annual growth rate (CAGR) of 13.8%. Growth is primarily due to companies rearranging operations amid recovery from the COVID-19 pandemic that resulted in so many challenges for the industry. By 2026, the market is expected to surge to $5,235.52 billion at a CAGR of 9.2%.

Dry powder, the amount of money private equity has at its disposal to make future investments, has gone up and up over the last ten years. The most obvious reason was the desire for institutions, which most famously include insurance companies, pension funds, and university endowments, to find yield on their troves of cash during a time when their traditional vehicle, bonds, were providing essentially zero yields.

The global fintech market was valued at $6.5 trillion in 2021 and is estimated to grow at a compound annual growth rate (CAGR) of 13.9% between 2022 and 2028 to reach $16.65 trillion.

If you are considering selling your business, you undoubtedly need to understand its value. Unfortunately, arriving at that answer can entail many different methodologies, and it often involves the familiar valuation formula of applying a multiple of Earnings Before Interest, Tax, Depreciation, and Amortization (EBITDA).

For example, if a company boasts EBITDA of $1 million, and a five times EBITDA multiple is applied, the company’s estimated value is $5 million. But how do we know what multiple applies to your business? And how do we know if the EBITDA number is even accurate? After all, EBITDA will not be the same for every business.

Sellers often focus on the purchase price when considering a sale. Most sellers aim to maximize the proceeds realized through the sale of their business. This mindset makes total sense. They are monetizing their life’s work. Many have lived frugally, diverting money into rather than out of business. As such, the sale of the company truly is the time to monetize a lifetime of effort.

Buyers who have been stretched to a valuation beyond their comfort level may be motivated to recapture some of that “excess purchase price” during the deal. Their approach to minimizing their outlay can take on several forms. In this article, I will cover a few of the most common methods used by buyers to “normalize” their outlay.

Benchmark International is pleased to announce the transaction between Topsham-based LaddersFree and AIM listed REACT, in a deal worth up to £8.5m.

Established for 20 years, LaddersFree is a commercial window cleaning business serving independent, regional, and national customers across the UK. With an established network of over 300 approved service partners, LaddersFree utilises local window cleaning companies to offer its services to all areas of mainland UK.

Since its inception, LaddersFree has grown organically. Unaudited financials for the year to 30 November 2021 show that it generated revenue of c£3m and a pre-tax profit of c£1.4m.

REACT is an industry leader in the provision of specialist cleaning, working in challenging environments such as hotels, prisons, crime scenes, and cruise ships.

This is REACT Group’s second acquisition and represents a further step in the company’s ambition to achieve its stated growth strategy. The transaction provides REACT with the opportunity to diversify its service offering through expansion into complementary markets, and to leverage existing resources to accelerate growth.

2021 was a strong market for business owners looking to sell their companies. The market remains ideal and will do so as we move into the first quarter of 2022. As we are in the middle of this year, there is no better time to consider putting your business on the market.

2021 Recap
M&A activity was moving at a record pace in 2021, thanks to economic recovery, a strong stock market, low-interest rates, rapid digitalization, more SPACs, confident boardrooms, and available debt. The U.S. had reported more than $2 trillion in M&A activity in 2021, with the year on pace to be the most active in history. Not to mention that the second quarter of 2021 was the third straight, with total global M&A value surpassing $1 trillion. That is the first time this has ever happened in three consecutive quarters. So even in the middle of the year, when things typically slow down, we are still seeing a great deal of investment, and the market is still flooded with capital.

The Global Marketing Consulting Market

The global marketing consulting market is expected to grow by $3.83 billion between 2022 and 2026, increasing at a compound annual growth rate (CAGR) of 4.75%.

Market growth is being driven by various factors, including continued education, the rising need for improved customer digital experiences, and the providing of custom-made solutions.

Because the global marketing consulting market is rather fragmented, we are seeing vendors trying to remain competitive by deploying growth strategies such as forming strategic partnerships. Over the next four years, 35% of the global market’s growth will originate from North America. 

Benchmark International is pleased to announce the sale of Leicester-based Air Projects to Witham-based EA-RS.

Air Projects is a specialist ventilation engineer working on healthcare and commercial projects from basic extraction systems to hospital theatres and laboratories. Air Projects also provides expert advice on an array of services in ventilation, fume extraction, fire damper testing and healthcare compliance.

EA-RS is a provider of intelligent, sustainable, and compliant fire and security systems in the UK. The company installs and maintains a broad range of systems covering critical infrastructures such as data centres and healthcare facilities and serves several other markets such as commercial property, education and social housing.

EA-RS has been backed by Rockpool Investments since 2021, and Air Projects is the seventh company EA-RS Group have acquired since last year.

This acquisition supports the group’s strategy to further broaden its geographic reach and to present new opportunities throughout the UK. Additionally, the transaction will expand both organisations range of services to their respective client bases, including fire damper testing for EA-RS' clients, facilitating growth and enabling synergies between all businesses within the group.

Shaun Sutton, managing director of Air Projects, said this about working with Benchmark International: “Many thanks to James, Charlotte and Roger for their expert advice and professional approach to the whole acquisition process for us. From initial marketing through the negotiations and final due diligence stages, James and Roger have remained flexible, knowledgeable and most of all calm and collected in their manner, which has made the whole process less stressful than it could have been.”

Benchmark International has been named the Best Middle Market M&A Specialists by Corporate Vision’s Corporate Excellence Awards.