So you’ve made the big decision – you’re going to sell your business. This is likely a stressful time for you as have probably spent a lot of time and resource building up the company and may be nervous about seeing it pass over to new hands. So, from here on in, you would like to minimise the amount of stress involved by avoiding any mistakes which can easily be averted. The following are common mistakes to avoid and how Benchmark International can help:

Only Pursuing the Largest Acquirer

Surely pursuing the largest acquirer is in your best interests as they will be able to afford a premium for the company?

While they may be able to pay a premium for the company, they may not necessarily do so. An acquirer is likely to pay a premium for your company because there are synergies in place such as similar markets, products or customers that could be combined, but a large acquirer typically does not need to make the acquisition to enter these markets. An acquisitive party could also benefit from economies of scale and, therefore, will pay more for the target, but a large acquirer is unlikely to benefit from this. Even if a large acquirer is willing to pay a premium, they may absorb operations into their own company, which can cause complications for the handover, particularly if you are loyal to existing staff.

How Benchmark International Can Help: Look at all aspects of the deal and how it can benefit your company. Benchmark International can assist with sourcing the best fit for your company.

Not Looking at the Bigger Picture

You’ve just received an offer from a potential acquirer – on the surface of it, it looks good, surpassing your expectations. However, the structure of the deal as a whole needs to be considered, not just the total value. For example, the consideration could be deferred, or contingent on future earnings, meaning you are not receiving all cash upon completion. It is also important that if you do decide on a structured deal, that these elements are protected, ensuring you receive the consideration.  

How Benchmark International Can Help: Benchmark International will thoroughly analyse all offers received, negotiate earn-out protections and can assess any contingent targets to ensure that the seller is able to maximise the consideration received. 

Not Creating Competitive Tension

It can certainly be a benefit to enter into the M&A process with potential acquirers in mind, perhaps one of these has even approached you at some point. However, even though it may be tempting to dive straight into a deal with an acquirer that wants you and complements your company perfectly, it is still vital to create competitive tension by generating interest from other potential acquirers. If the acquirer in mind can sense that they are the only one with an offer on the table and that you are anxious to sell to them, they could take advantage of this with a low offer.

How Benchmark International Can Help: Benchmark International will employ an approach where all potential acquirers are approached and exhausted before accepting any offers.

Using an M&A Sector Specialist

This may seem like an odd ‘mistake’ to make – why wouldn’t you want to use an M&A specialist operating specifically in your sector, surely you don’t want a generalist?

The reasoning behind this is that a general M&A firm will be able to think outside the box and target a large pool of acquirers, not limiting itself to those just in your sector.

How Benchmark International Can Help: Benchmark International has a vast and growing number of contacts giving you the best chances of receiving multiple offers, as well as significant experience across a broad number of sectors, leveraging this to identify the areas where the greatest synergies can be exploited.

Leaving it Too Long

To obtain the best price and right fit for your company, it is crucial to enter the market at the right time. It is important to strike a balance between seeking to sell when the company is on a growth curve, but also not missing the window of opportunity in the market cycle. Equally, it is important not to sell when you become desperate (e.g. you are looking at retiring soon) as acquirers could become aware of this and lower their offer accordingly.

How Benchmark International Can Help: Look at selling earlier than anticipated, not when you want an imminent exit. Benchmark International can best advise on when the right time is
to sell.

Neglecting the Day-to-Day Running of the Business

M&A transactions can be time consuming, but it is important not to let it get in the way of running the business. If an acquirer is interested in the business because profits are increasing, or a new product is due to be released to the market, for example, and this does not come into fruition because  you have taken your eye off the ball, then this could lead a buyer to renegotiate, or call the whole deal off.

How Benchmark International Can Help: The pressure of selling your business can be alleviated by Benchmark International as it will handle negotiations, leaving you to focus on running your company.

Not Negotiating Effectively at Critical Stages

Offers may go back and forth between yourself and the potential acquirer and at this point you are in a good position to negotiate. It is not until the Letter of Intent (LoI) is signed that the advantage swings to the buyer. Although the LoI is not typically legally binding it does usually stipulate a period where the seller cannot pursue further leads in the market (an exclusivity period), so competitive tension is lost. It is important, therefore, that you are completely happy with the terms (which can include such things as price, length of the exclusivity period etc.) before the LoI is signed to avoid either having to back out of a deal that could have been lucrative or being tied to a lengthy exclusivity period.

How Benchmark International Can Help: In all stages of negotiating, Benchmark International will do this on your behalf with your best interests in mind.

Author:
Lee Ritchie
Senior Director
Benchmark International

T: +44 (0) 1865 410 050
E: Ritchie@benchmarkcorporate.com

The sale of a business owner’s business is a testing time and it requires the most talented teams in order to successfully consummate a transaction.  As a business owner, it is very likely that you have already worked with legal representation that has assisted you through various legal processes such as the incorporation documents, customer/vendor contract negotiations, and other day to day and routine business transactions. So, you may ask yourself ‘Why not use the same business attorney that I have been using already?’ While you may have been using this attorney for your business needs, he or she may not have technical experience that is required for your long-term protection.  Given that many deals require the involvement of a seller post-closing, an attorney must be highly specialized and experienced to ensure that you have the proper protections at the time of sale.

Having legal representation that specializes in M&A transactions is critical during the due diligence process.  It is during the due diligence process that both the buyer and the seller’s teams begin formulating the definitive purchase agreement documents. When engaging an M&A attorney, it is important to understand the amount of experience the attorney has. M&A transactions tend to be much different than the aforementioned routine business dealings. A good indicator of an attorney’s experience is the amount of deals or transactions and attorney has worked on.  The answer to this question will help a seller understand if this is a representative that can effectively represent him or her. The attorney’s legal team should not only be seasoned in M&A transactions but should also have expertise in specialty areas including but not limited to, tax, corporate finance, real estate, intellectual property, compensation and benefits, litigation, and employee matters. M&A transactions will involve complex deal structures, agreements and legal issues that are often argumentative and tasked to be completed quickly. Your lawyer must be a skilled advisor and negotiator that has the ability to work around imperative demands to keep the deal moving forward. Since each deal presents its own set of challenges, having representation that practices M&A transactions full-time is essential for being effective and time efficient when working with the opposing party.

Additional key components when considering legal representation for the sale of your business are the size and capacity of the firm. Like businesses, there are law firms of all sizes ranging from sole practices to firms with thousands of attorneys. In the lower-middle market, businesses typically range from $1million to $100 million in revenue. If you choose too large of a law firm, you run the risk of paying exuberant legal fees and your deal may not be a priority. If you choose too small of a firm, there is the concern of inadequate capacity and closing delays that can potentially break the deal apart. Choosing the firm that specializes in your deal size, geography and industry will ensure you have the right attention and expertise to achieve
a successful closing.

Our team at Benchmark International takes great consideration in ensuring our clients are backed by a strong and experienced team of advisors from accounting and wealth management to legal representation. If you would like assistance finding a specialist, Benchmark can arrange a no-cost, no-commitment meeting with experienced, specialized counselors appropriate to your budget, geography, and industry. These firms do not share fees with Benchmark, but in the past our clients have enjoyed tremendous success with each of the firms we would present.

Author:
Billy Van Buren 
Senior Associate
Benchmark International

T:   +1 (512) 861 3312
E: VanBuren@benchmarkcorporate.com

The art of starting a small business is a craft to which not every business person is well suited. It involves countless late nights, blood, sweat and tears, to turn an idea into a thriving small business. But, you’ve done that.  You’ve successfully turned a one-bedroom or small machine shop, and spark of inspiration, into a community staple with a name that will outlast your time in business.  But, you’ve also reached a point where your talents have been exhausted. And, you’re not sure what the next step is in taking your business to the next level.  Once again you have an idea, but this time you need outside help to turn that vision into a reality.

Many businesses reach this point at which they feel that they are unable to further increase the scope of their operations.  They find themselves turning away business or not able to expand into new and lucrative markets.  Perhaps, what is holding you back, it is a lack of cash on hand, or a deficit in managerial expertise.   Whatever the reason, bringing on additional investors is a key, and proven strategy through which a business is capable of gaining an infusion of needed capital and knowledgeable partners capable of taking a company to the next level.

Your passion is your business, and your clients have come to cherish your services.  Bringing in new partners with an influx of capital is an excellent way for you to continue doing what you love while growing your company’s client base and expanding the services you offer.  New partners may sound like dirty words you never thought you’d speak.  You might think of new partners as greedy investors who will come in and milk your business dry without care for the name brand and quality you are known for. 

That’s not always the case, and that’s where we at Benchmark International come in.  You can rest assured that Benchmark International will help you find new partners that care about your business as much as you do. Partners who can bring the capital and experience you need in order to keep your business growing and thriving. These new partners could bring in experience in managing larger organizations, or experience in advertising a small business to a new market, they might even have connections to customers who could grow your client base.

In engaging Benchmark International, you can expect our deal preparation and transaction teams to present your business to the market and find the perfect fit to take your business to the next level.  First, our deal preparation team will delicately craft marketing materials which accurately reflect the successes of your business and its potential for growth. After your approval of the marketing materials, the deal transaction team will take over and bring your company to the market.  Whether a trade buyer or a fellow competitor, the team will work tirelessly to find the right partner to help you grow your business.  This will ensure, that you take your business to the next level, without losing the heart of the business you painstakingly grew from an idea into a name synonymous with quality.

The process of staying onboard after a sale of your business or an injection of new capital is typically referred to as an elevator deal.  For more information on how elevator deals function, please see.

Author:
Patrick Seaworth
Senior Associate
Benchmark International

T:   +1 (512) 861 3314
E: Seaworth@benchmarkcorporate.com

As an owner of a business, there are often times when the employees of the business can become like an extension of the owner’s family.  Employees are often present during challenging times in the business owners professional and personal life and the owners of the business can often be a stabilizing presence in an employee’s life.  One of the biggest concerns of a business owner is what the welfare of their employees will be upon a successful sale of the business. Often times, the concerns can be placed into four broad buckets,

1.) Will the employees be keeping their jobs?

2.) Will the employees be keeping their same level of compensation?

3.) How will the insurance benefits change, if at all?

4.) How will our company culture change – do we still have team building events planned every    quarter and holiday bonuses we can count on?

The answers to these questions can go a long way in determining whether a buyer is the perfect fit for a business, outside of the fundamental valuation and transaction structure.  Mergers and acquisitions are complicated endeavors, involving an incredible amount of work and attention to detail.  While in the midst of an acquisition, HR Departments are the group tasked with managing perhaps the most valuable part of a company – the human capital.  Granted, some aspects of the transaction are unavoidable, including the letting go of employees in an underperforming division or in a role that will be redundant within the acquirer’s organization.  But, if both buyer and seller can get on the same page and formulate a plan for informing the employees of a change, this will ease the transition and mitigate the fear of the unknown. 

Now, to address the first question that will come to an employee’s mind upon finding out their firm is being acquired – am I going to keep my job?  In the vast majority of transactions, employees will retain their roles and often times an acquisition can be an opportunity for upward mobility within a larger organization.  Timing will be of the utmost importance when it comes to making any type of announcement regarding an employee’s employment status, whether positive or negative. One hurdle to avoid at all costs is raising alarms unnecessarily.  In order to avoid this complication, it’s best to announce a merger or acquisition upon execution of a Definitive Purchase Agreement and the transfer of funds. This ensures that the deal is closed and official and will eliminate the risk of pulling the rug out from under the employees of a recently acquired company.  

When the topic of compensation arises, there are numerous factors at play, including the performance of both the buyer, seller and individual employee as well as the defined compensation structure that already exists within the buyer’s corporate infrastructure.  Having a discussion regarding compensation can also take a different tone – perhaps a buyer can offer employees a more compelling work/life balance, an office space that offers the opportunity to exercise, eat healthy or be in a location that is convenient and offers easy access to post office hours entertainment.  Being able to pitch potential employees on all of the value that a buyer offers aside from the number on their paycheck can help bridge any perceived gaps
in compensation.

Beyond the importance of staying employed and maintaining the current level of earnings, individual employees will also be concerned with their benefits package and whether the buyer offers a more compelling insurance package or one that could be considered a down grade.  In any event, being completely transparent about the pros and cons of the new benefits package will be important in mitigating the fear associated with change.  A buyer who makes themselves available to answer questions that are both qualitative and quantitative in nature will be able to ensure a smoother transition.  This would include providing feedback mechanisms such as one-on-one interviews, focus groups and anonymous surveys.  In most cases, there is not a need to turn everything upside down immediately – buyers should not expect for all the new employees to join their new health insurance plan immediately, buyers should also consider letting the new employees keep their old PTO until the end of the year, if a new employees has already reserved PTO, a buyer can still honor that time and garner a little morale. 

 Ultimately, communication will be key - giving employees an opportunity to feel seen and heard will give them the sense of feeling valued by their new employers.  Additionally, this will bring a level of comfort to the seller that those individuals who helped them achieve success will continue to be taken care of and that the culture of a company that takes years to create will remain intact and continue to permeate throughout the new company.

Author:
JP Santos
Senior Associate
Benchmark International

T:   +1 (512) 861 3309
E: Santos@benchmarkcorporate.com

Benchmark International has successfully facilitated the acquisition of FullfillPlus, Inc to The Balwa Group.  Benchmark International worked diligently to find a Buyer that was a good cultural fit for the business and would allow for the owners of FulfillPlus, Inc to achieve their personal and professional goals.

FulfillPlus, Inc is offers a wide range of fulfillment, warehousing, order processing, kitting, assembly and shipping services tailored to meet their client’s exact marketing needs. They are a single source supplier for all services related to delivering client’s products to their clients in a timely and cost efficient manner. Centrally located on the Gulf Coast, near the Port of Houston, they are ideally situated to handle large and small clients that manufacture in the United States or import products from as far away as China and India to reach their clients efficiently.

The Balwa Group is a company with investment holdings in diverse market segments including hospitality, real estate development and manufacturing.  With a large international presence, the firm was looking to diversify their holdings in both market segment and geography and had a particular interest in the logistics business. 

FulfillPlus, the Seller and Balwa Group, the Buyer, pictured together.

Benchmark International was able to procure for FulfillPlus, Inc a buyer that met their financial goals while also being an ideal cultural fit.  Benchmark International corresponded with numerous potential buyers and the owners of FulfillPlus, Inc had several in-person meetings and offers to choose from however once they had the opportunity to meet with the representatives from The Balwa Group, both parties knew immediately that FulfillPlus would be a great fit for both.  

Benchmark International’s Senior Associate, J.P. Santos, commented “The Benchmark International team is ecstatic that Chuck and Michele, the owners of FulfullPlus, chose a buyer that is going to contribute to the continued growth of the company. Chuck and Michele were communicative, responsive and collaborative through the Benchmark 360 process. Ultimately, the transaction will allow for Chuck and Michele to reap the rewards of years of hard work while continuing to focus on the positive trajectory the company is on and enjoy more leisure time.  This was a great result and we couldn’t be happier for all parties.”

Charles Gleason, CEO of FulfillPlus wrote a beautiful letter to the Benchmark International team regarding his experience working with us: 

Dear J.P. and entire Benchmark Team:

Michele & I would like to thank you for the great job your entire team did helping us sell our company. We selected Benchmark because of the professionalism shown by all of your representatives as well as the breadth and scope of your company.

Being the founder of this business, it wasn’t easy for me to decide to sell it. We had been so focused on running the company for so many years, dealing with day to day issues, we never had time to even think about selling, and I wasn’t quite sure I really wanted to. But we knew we needed some sort of exit strategy for retirement and decided to at least sit down and review the process with your team. Your team answered all of our concerns and made us feel comfortable enough to initiate the selling process. You re-affirmed to me that it would be my decision on who we sell to and there is no time limit on finding the right buyer. I was skeptical, but after going through the process, I now know its 100% true. You didn’t pressure us to make decisions and focused your efforts on guiding us through the valuation and sales process at our pace. Nowhere along the way did we feel that you were pressuring us for time or a quick decision.

When it came to meeting prospective buyers, you allowed us to review each prospective buyer’s background before they were allowed to see our financials or meet us. You let us meet (on the phone & in person) with each buyer on our own, then scheduled calls to review the meetings and get our feedback on each prospective buyer. When offers were made, you offered insights into buyer tendencies and how we should respond. It was truly a team effort.

We are now 2 weeks past the closing date and have been working day to day with the new owners. We feel we made the right decision and are now finding ourselves looking at golf course communities around the country trying to decide where we eventually want to retire. We’re looking at Anthem, Arizona, Palm Spring, Ca, San Antonio, Tx (Hill country), Austin, Tx, and Greensboro, Ga (Lake Oconee). All areas with beautiful homes and golf communities.

Thanks again for all your help and good luck with future sales,

Charles Gleason
CEO
FulfillPlus, Inc. 

The due diligence process for an M&A transaction can be very cumbersome for all parties involved. The usage of a data room is one of the most valuable ways to mitigate the headaches that arise from the motions of due diligence.  There are generally two types of data rooms: physical and virtual.  The former is not the most practical in most larger scale transactions with moving parts in varying geographies. Thus, you will almost always see the usage of a virtual data room (VDR) in an M&A transaction. These VDRs provide organization and security for sellers, buyers, and advisors. 

Organization is probably the most easily identifiable benefit that VDRs provide.  They provide a repository for all documents pertaining to the transaction.  From a Phase 1 Environmental Site Assessment to the 2016 YE Income Statement to the buyer’s first draft of an Asset Purchase Agreement, it will reside in the data room. VDRs essentially eliminate the need to transmit documents through e-mail.  When there are 10+ individuals across parties needing to review documents, e-mail transmission is not practical in terms of time or organization.  Relying on e-mail may result in an organizational catastrophe, and many documents may quite simply be too large for e-mail transmission. Though it may be difficult to quantify in dollars, VDRs are undoubtedly a cost saver, particularly for sellers.  Many intermediaries such as Benchmark International use and administrate VDRs for their sellers at no additional cost, whereas many transaction advisors focusing on the legal or financial aspects of a deal are likely to charge additional fees for the usage and administration of a VDR. 

Security is a highly underrated and less thought of benefit to using a VDR.  E-mail isn’t the best vehicle to transmit sensitive employee information, tax data, or any other sensitive diligence documents.  While we all will use e-mail frequently to communicate over the course of diligence, it should be a last resort for the transmission of sensitive data.  One e-mail in the wrong hands could easily derail not just the transaction, but the going concern of the business.  Professional VDRs are also more secure than free or low-cost cloud hosted repositories such as Dropbox, Google Drive, and OneDrive.  These repositories are excellent for personal use or small B2B transmissions, but they don’t provide anywhere close to the same level of security as a VDR.  VDR data centers provide physical security (people and cameras), backup servers and generators, and top of the line digital security by way of multi-layered firewalls and 256-bit encryption.  Another security benefit of a VDR is the ability to layer.  Layers or levels allow administrators to dictate which individuals or parties have visibility to certain documents.  It’s quite possible that certain information will not be accessible until diligence milestones are met.  Layering the data room helps provide accountability, but most importantly: security.  

There are countless other benefits, but these are some of the most crucial that impact all parties involved in an M&A transaction.  Benchmark International, through its vendor, provides a tailored VDR experience and service to all of its clients to help facilitate seamless due diligence processes and successful deal closings. 

Author:
Robert West
Senior Associate
Benchmark International

T:   +1 (615) 924 8511
E: West@benchmarkcorporate.com

Over 88% of business owners think their business will stay in the family. In fact, only about 30% of family-owned businesses survive into the second generation, 12% are still viable into the third generation, and only about 3% of all family businesses operate into the fourth generation or beyond. As baby boomers are heading for retirement, who is going to take over the businesses the boomers are looking to sell? 

Today’s business owners are faced with multiple factors when deciding the right time to sell. The perfect time can be tricky to predict as several economic considerations need to be weighed. The majority of business owners begin this thought process when nearing retirement age, but is this too late? The most important considerations are current economic statistics, market conditions, and industry trends. These are good predictors of a sellers’ market and shows the types of buyers and private equity companies ready to invest. Buyers are looking for businesses in the growth and maturity stages of their business life cycles. During these stages, operational bottlenecks are becoming managed and demand, profits  and lasting customer relationships have been built. Business owners sometimes have the tendency to postpone selling until operations and profits begin to decline. This is a costly mistake for any business owner wanting to maximize their company’s value.

Sellers should strive to put aside personal feelings anchoring their decision-making process when considering their exit strategy. When considering selling, business owners should focus their attention on asking is my business in a financial incline, is my staff in place able to succeed without me, do I have a diversified client structure, and are my capital expenditures under control?Business owners need to consider these objectives now and determine if a sale is the right decision. Economic environments quickly change and in order to achieve a premium sales price, a favorable market is the key. Currently, multiples are at a historic high with limited quality businesses available for sale. Baby boomers are holding on to their businesses and aren’t willing to sell until they have to. 

This can be a hard-personal decision to make for owners who have built their companies from infancy. Owners are conflicted with their decision, asking did I do the right thing, did I maximize my company’s value, will my employees be taken care of, and what is next in my life.Before considering the sale of your business, define both the internal and external factors and remove any hidden traps that cloud your decision-making process and can result in missed opportunities. By having a written exit plan, an experienced team of advisors, and patience, business owners will realize the full value of their life’s work.

Here at Benchmark International, we understand the emotional and physical stress that accompanies the decision to sell. Our experienced advisors assist by providing an outside perspective to business owners and by identifying suitable conditions in the M&A sector. Our responsibility is to ensure our clients are presented with all the facts and strategies to move forward. Benchmark International values close relationships and ensures that our clients are fully prepared to make the right decision when the day comes.

Author:
Kendall Stafford
Managing Partner
Benchmark International

T: +44 (0) 1865 410 050
E: Stafford@benchmarkcorporate.com

In arriving at a valuation for their business, many managers come across the term EBITDA.  For some this term is Greek and for others it’s a term they vaguely remember being mentioned during their days in business school. For many business owners it’s a completely new term, with no context, and why it is important is a complete mystery to them.  But to buyers, EBITDA seems to be an incredibly important term.  So what is EBITDA?

To begin let’s spell out the acronym.  EBITDA stands for “Earnings before Interest, Taxes, Depreciation and Amortization,” that is, a company’s earnings before items which can be disassociated from the day to day operations of the business.  EBITDA is therefore a measure of the financial strength of the business, and presents a proxy for the total cash flow which a potential buyer could expect to garner from the purchase of your business.

Let’s break down each part of the acronym, beginning with Earnings. In the case of your business, Earnings is represented by the bottom line income, what is labeled “Ordinary Business Income,” on your tax returns.  This is the number arrived at by subtracting all expenses from Revenues and adding or subtracting any additional cost or income.  Distributions and dividends are items which occur after “Earnings” is calculated and are therefore not included in this equation.

Interest payments are associated with debt that the company currently holds.  Those interest payments whether they are on a Line of Credit to the local bank or for outstanding debt the company has taken on to purchase machinery or warehouse space, will likely be in some way included into the sales price of your business.  Meaning, that when a new owner takes over operations, or comes on board to help grow your business, the business will be starting fresh.  From the time of the sale going forward the new owners can expect all of the money previously paid to the bank, to flow through to bottom line earnings instead.  For this reason, in valuing your company it is important to add back interest payments to your bottom line earnings.

Next, we arrive at taxes. Each and every business pays taxes, but the amount is variable by state and subject to current legislation.  For that reason, we add back some, but not all taxes to your bottom line profits.  In most cases the only tax added back will be your Franchise Taxes. Franchise Taxes are those taxes charged by a state to a company, as the cost of a business in that state.  The tax varies based on the size of the business and the state in which the business is incorporated.  Because a company may be incorporated in a different state, or the size of the business may drastically change after an acquisition, these taxes are therefore variable and not a reflection on the business’ earnings.

Depreciation is a fancy accounting term for something we all know.  The amount of value your car loses the moment you drive it off the lot, is the most common form of depreciation we deal with during our lives.  Say you purchased new machinery ten years ago, and it is still running and in good condition, humming along each day spitting out all the widgets you can sell.  But your accountant may send you tax returns each year saying your machine is worth less and less.  This amount that gets deducted by your accountant isn’t an actual amount of cash leaving your business, but it decreases your bottom line earnings.  For this reason, we add depreciation back, to put back into your bottom line, an amount which was taken out on paper, but not out of your company’s checking account.  An additional note, as we are dealing with your company’s Profit and Loss statement, we ignore the total amount of accumulated depreciation which is shown on your Balance Sheet, in order to capture the expense associated only with one accounting period.

Amortization is Depreciations baby brother. If you purchased a business ten years ago, you may have paid more for that company than what it was worth at that very moment based on the amount of assets and business you were garnering by purchasing that company and its clients.  Let’s say that the business you bought was worth one million dollars, but you figured that the business’ client list and trademark was worth an additional half million dollars to you over the long run, and so you paid one point five million dollars for the business.  This additional half million dollars is sometimes referred to as “good will”. It’s a value which can be reflected on paper and then turned into cash over a period of time.  Just like your new car though, each year your accountant is going to take some part of this half million dollars and subtract it from your profits before he or she arrives at your bottom line net income.  Since this number is an adjustment made on paper, just like depreciation, adding it back gives a better picture of the amount of cash flowing through your business.

In sum, each of these components of EBITDA combine to create a clearer picture of your company’s true value to potential buyers, and is therefore something buyers are particularly interested in.  In order to understand Adjustments to EBITDA please see my coworker Austin Pakola’s piece on adjustments to EBIDA.

Author:
Patrick Seaworth
Analyst
Benchmark International

T:   +1 (512) 861 3314 
E: Seaworth@benchmarkcorporate.com

The Mergers and Acquisitions (M&A) process is exhausting. For most sellers, it’s a one-time experience like no other and a marathon business event. When done well, the process begins far in advance of the daunting “due diligence” phase and ends well beyond deal completion. This Seller’s guide summarizes key, and often overlooked, steps in a successful M&A process.

Phase I: Preparation – Tidy Up and Create Your Dream Team.

Of course, our own kids are the best and brightest, and bring us great pride and joy. Business owners tend to be just as proud of the company they’ve built, the success of their creation, and the uniqueness of their offering. Sometimes this can cloud an objective view of opportunities for improvement that will drive incremental value in a M&A transaction.

For starters, sellers must ensure that company financial statements are in order. Few things scare off buyers or devalue a business more than sloppy financials. A buyer’s Quality of Earnings review during due diligence is the wrong time to identify common issues such as inconsistent application of the matching principle, classifying costs as capital vs. expense, improper accrual accounting, or unsubstantiated entries. In addition, the ability to quickly produce detailed reports – income statement; balance sheet; supplier, customer, product, and service line details; aging reports; certificates and licenses; and cost details – will not only drive up buyer confidence and valuations, but also streamline the overall process.

Key in accomplishing the items above as well as a successful transaction is having the right team in place. Customarily, this doesn’t involve a seller’s internal team as much as his or her outside trusted advisors and subject matter experts. These include a great CFO or accountant, a sell-side M&A broker, a M&A attorney, and a tax and wealth manager. There are countless stories of disappointed sellers who regretted consummating a less-than-favorable transaction after “doing it on their own.” The fees paid to these outside subject matter experts is generally a small part of the overall transaction value and pays for itself in transaction efficiency and improved deal economics.

Phase II: On Market – Sell It!

At this stage, sellers that have enlisted the help of a good M&A broker have few concerns. The best M&A advisors are very hands on and will manage a robust process that includes the creation of world class marketing materials, outreach breadth and depth, access to effective buyers, client preparation, and ongoing education and updates. The seller’s focus is, well, selling! With their advisor’s guidance, a ready seller has prepared in advance for calls and site visits. This includes thinking through the tough questions from buyers, rehearsing their pitch, articulating simple and clear messages regarding the company’s unique value propositions, tailoring growth ideas to suit different types of buyers, and readying the property to be “shown.”

Most importantly, sellers need to ensure their business delivers excellent financial performance during this time, another certain make-or-break criterion for a strong valuation and deal completion. In fact, many purchase price values are tied directly to the company’s trailing 12-month (TTM) performance at or near the time of close. For a seller, it can feel like having two full time jobs, simultaneously managing record company results and the M&A process, which is precisely why sellers should have a quality M&A broker by their side. During the sale process, which usually takes at least several months, valuations are directly impacted, up or down, based on the company’s TTM performance. And, given that valuations are typically based on a multiple of earnings, each dollar change in company earnings can have a 5 or 10 dollar change in valuation. At a minimum, sellers should run their business in the “normal course”, as if they weren’t contemplating a sale. The best outcomes are achieved when company performance is strong and sellers sprint through the finish line.

Phase III: Due Diligence – Time Kills Deals!

Once an offer is received, successfully negotiated with the help of an advisor, and accepted, due diligence begins. While the bulk of the cost for this phase is borne by the buyer, the effort is equally shared by both sides. It’s best to think of this phase as a series of sprints and remember the all-important M&A adage, “time kills deals!” Time kills deals because it introduces risk: business performance risk, buyer financing, budget, or portfolio risk, market risk, customer demand and supplier performance risks, litigation risk, employee retention risk, and so on. Once an offer is received and both sides wish to consummate a transaction, it especially behooves the seller to speed through this process as quickly as possible and avoid becoming a statistic in failed M&A deals.

The first sprint involves populating a virtual data room with the requested data, reports, and files that a buyer needs in order to conduct due diligence. The data request can seem daunting and may include over 100 items. Preparation in the first phase will come in handy here, as will assistance from the seller’s support team. The M&A broker is especially key in supporting, managing, and prioritizing items for the data room – based on the buyer’s due diligence sequence – and keeping all parties aligned and on track.

The second sprint requires excellent responsiveness by the seller. As the buyer reviews data and conducts analysis, questions will arise. Immediately addressing these questions keeps the process on track and avoids raising concerns. This phase likely also includes site visits by the buyer and third parties for on-site financial and environmental reviews, and property appraisals. They should be scheduled and completed without delay.

The third and final due diligence sprint involves negotiating the final purchase contract and supporting schedules, exhibits, and agreements; also known as “turning documents.” The seller’s M&A attorney is key in this phase. This is not the time for a generalist attorney or one that specializes in litigation, patent law, family law, or corporate law, or happens to be a friend of the family. Skilled M&A attorneys, like medical specialists, specialize in successfully completing M&A transactions on behalf of their clients. Their familiarity with M&A contracts and supporting documents, market norms, and skill in selecting and negotiating the right deal points, is the best insurance for a seller seeking a clean transaction with lasting success.

Phase IV: Post Sale – You’ve Got One Shot.

Whether a seller’s passion post-sale is continuing to grow the business, retire, travel, support charity, or a combination of these, once again, preparation is key. Unfortunately, many sellers don’t think about wealth management soon enough. A wealth advisor can and should provide input throughout the M&A process. Up front, they can assist in determining valuations needed to achieve the seller’s long-term goals. When negotiating offers and during due diligence, they encourage deal structures that optimize the seller’s cash flow and tax position. And post-close, sellers will greatly benefit from wealth management strategies, cash flow optimization, wealth transfer, investment strategies, and strategic philanthropy. Proper planning for post-sale success must start early and it takes time; and, it’s critical to have the right team of experienced professionals in place.

The M&A process is complex, it usually has huge implications for a seller and his or her company and family, and most sellers will only experience it once in a lifetime. Preparing in advance, building and leveraging the expertise of a dream team, and acting with a sense of urgency throughout the process will minimize risk, maximize the probability of a successful M&A transaction, and contribute to the seller’s success and satisfaction long after the
deal closes.

Author:
Leo VanderSchuur
Transaction Director
Benchmark International

T:   +1 (813) 387 6044
E: VanderSchuur@benchmarkcorporate.com

Many individuals or companies feel that the best way to either enter an industry or expand within an industry is through buying a business. While this is often true, it is hard to know where to begin the process of buying a business.

Define your search criteria?

The first step to buying a business is comprise a list of features that you are seeking in a business. Similar to the car buying process. Do you want leather seats, a certain brand, navigation, power windows, etc? Narrowing your search criteria will help save you time, resources, and frustration.

Here’s a few questions you will want to be able to answer as you begin your search:

• What size business are you seeking? This question relates to both revenue and profitability.
• Do you want the owner to remain apart of the business post-closing? If so, for how long?
• What geographical areas do you prefer?
• What industry and sectors are of interest to you? Be as specific as possible. If you are looking to buy a marketing firm, what type of end customers do you prefer? Do you want the business to cater to government customers, healthcare companies, etc?
• What is your budget?

Begin your search

There are many ways to uncover businesses for sale. You can search various websites, reach out to a Mergers and Acquisitions’ (M&A) specialist, or network to try and find deals that have not hit the market yet. Some buyers will approach business owners directly to see if they are interested in selling their business directly to the buyer.

Websites featuring businesses for sale often can be overwhelming. If you search several websites, you may see the same listing on multiple websites.

There are M&A specialists that work with buyers to find businesses for sale and others that work with sellers to find buyers. Some M&A specialists represent both buyers and sellers. If you are working with a specialist that represents both parties in a transaction, you will want to understand the intermediary’s incentives. It is hard to keep interests aligned if there are conflicts between the parties. If you are working with a sell-side M&A specialist, often times they will have exclusive listings meaning that you can only have access to that specific deal through that specialist. Also, a sell-side M&A specialist may take a commitment fee. This will show the seller’s commitment to the sale process.

Some potential buyers build a network to look for opportunities to purchase businesses or build their own database of potential businesses they would like to purchase and begin reaching out to those business owners. While this sounds like an easy process, do not be fooled by the amount of time and resources you will use trying to speak with the business owners and convincing them to complete a deal with you. Typically, business owners that are open to exploring the idea of selling will entertain a conversation but they eventually want to go to market to test the valuation. Often times buyers will get close to the end of a transaction but then the seller will decide not to sale. If you are willing to pay an amount that is acceptable to the seller then they often wonder if there is someone that is willing to pay more and if they have undervalued their business.

Begin to review businesses

Sellers will want a Non-Disclosure Agreement (NDA) in place prior to releasing confidential information. This practice is very typical in the lower mid-market. As a buyer, you will want to have the opportunity to speak directly with the business owner. They will know their business better than anyone, and you will have specific questions that only the business owner will be able to answer. You will also want to visit the business' facility. This visit will tell you a lot about the company, its culture, and what type of liabilities you may want to explore further during the due diligence process. Once you find the perfect business, you will want to move swiftly to the next stage of the purchasing process as there are probably other buyers looking at the same opportunity and you do not want to miss out.

I found the perfect business, now what?

After you find the perfect business, you will need to comprise a valuation for the business. The valuation will be covered in a Letter of Intent (LOI) as well as the structure (how is the valuation going to be paid to the seller) of the offer and other high-level details. In the LOI, you will want to include the seller’s involvement post close, an exclusivity clause allowing you the exclusive right to review the opportunity, the requirements of due diligence along with a timeline, if possible, and the anticipated closing date. A LOI tends to include many more details but above highlights some of the details a seller will want to understand prior to agreeing to move forward.

The LOI is executed. Where do we go from here?

After a LOI is executed, due diligence begins. As the buyer, you want to confirm that what you think you are buying is what you are actually buying. You will want to understand the risk associated with the purchase of the business. You will also want to engage your advisors to provide legal advice for the purchase agreement and tax advice for the structure of the transaction. 

While purchasing a business sounds like a quick and easy process, it can take months, if not a year or two, to make the purchase. There are a lot of factors that you will encounter and unforeseen obstacles that stand in your way. An M&A specialist can help you navigate these obstacles and help you purchase a business within your desired timeframe. Whether you choose to seek to purchase a business on your own or bring in a M&A specialist, we wish you the best of luck with your journey. 

Author:
Kendall Stafford
Managing Director
Benchmark International

T:  +1 (512) 347 2000 
E: stafford@benchmarkcorporate.com

Benchmark International is pleased to announce that it will be returning as pre-eminent sponsors to the Real Deals Mid-Market event in February 2019 for the sixth year running.

The event is to take place at the America Square Conference Centre in London and is attended by the UK and Europe’s most influential private equity professionals, providing an opportunity to network with hundreds of dealmakers, drawing attention to the opportunities currently represented by Benchmark International.

You have a business with a strong bottom line and you are considering selling to realise its value. As a general rule of thumb, you used a five times multiple of earnings to work out a valuation for your company and are happy with the price you could command for your business. You put the company on the market but the prices offered are nowhere near what you expected – so what went wrong?

Companies that find themselves in this position are likely to be lacking in transferable business value. Transferable business value is a company with internal characteristics that will continue once the owner departs. Without this, no matter how strong the bottom line is, acquirers are likely to be unwilling to invest, or drive down the price paid for the company.

So, does your company have transferable business value? The below details five features that acquirers look for in a business which could increase its value.

Many business owners come to a point where they are ready to “take some chips off the table,” and continue to run their business on a day to day basis while cashing in on some of their hard-earned growth.  In these deals a business owner sells equity in the company while staying on and maintaining a salary.  These deals are known as elevator deals.  An elevator deal consists of a buyer taking a stake in the business for an agreed amount of cash while leaving day to day management to the current owner.

Perhaps your children have reached college age and you now have tuition bills coming in twice a year. Perhaps you’re not quite ready to retire, but would like to cash-in on some of your business’ current market value, and invest that money in your retirement fund.  Or, perhaps you’re simply ready to take some chips off the table while continuing to earn a salary.  In these cases, an elevator deal would be the right fit for you.

Elevator Deals include the owner selling part of their business in exchange for partial ownership. In this manner of exchange, the business owner(s) will maintain a minority equity stake in their company, while new ownership takes on the majority position.  These deals often include prior owners staying on, working on their business in a day-to-day capacity, while earning a salary, with a percentage of the business’ bottom line passing through to new ownership.  In some cases, owners are able to step outside of their prior managerial roles while maintaining a stake in the company and its profits. 

The goal for new investors is to grow the business and the value of their stake in the company. These owners may have the goal of a resale several years down the road, and growing your business and its place in your community, be it regional or national, just as you have done is their goal. In maintaining the high standard you have set for the quality of your products or services, equity investors are growing the value of their investment.

Many business owners worry about selling part or most of their company.  They worry that the buyer’s intent is to take as much cash out of the business as possible and leave prior owners, those people who built the business from scratch, with a company they love left in tatters.  Benchmark International will secure equity investors in your business are the right fit.  Ensuring that they intend to increase the value of your company while maintaining its true identity.

In engaging Benchmark International, our team will diligently craft marketing materials to accurately reflect your business to the market.  Once you approve of those marketing materials, our transaction team will take over and begin marketing your company to potential investors.  At this point, many business owners begin to feel as though they are pressured to sell to individuals who don’t understand the heart and values of their company.  Benchmark International will work tirelessly to ensure you never feel those emotions.  We will work for you until we find the right fit, in order to ensure that as you continue to manage your company you’re not hand-tied to investors who are simply concerned with how much they can take out of your business’ profits each year.

If you are interested in selling a portion of your business to help grow your company while maintaining a portion of your business, please reach out to us and let us help you take the
next step.

On November 06, 2018 Benchmark International professionals attended the 17^th Annual M&A Advisor Awards in New York City and walked away winners. The award ceremony is part of a larger summit hosted by M&A Advisor that is dubbed ”the country’s premier gathering of professionals engaged in M&A, restructuring and financing.” Industry leaders, watchers, and influencers travel from around the world to participate in this renowned professional-development summit and to be recognized for their accomplishments.

Benchmark International is pleased to announce that its Managing Director, Kendall Stafford, has been awarded with the title of “Investment Banker of the Year.” Stafford was one of eight finalists for this award, and went up against other outstanding individuals in the M&A realm. Stafford is an exceptional leader on mergers and acquisitions transactions, and Benchmark International is elated to say she is a prime example to the philosophy that we leave no stone unturned.

“The award recipients represent the finest in the M&A industry in 2018 and earned these honors by standing out in a group of extremely impressive finalists,” expressed Roger Aguinaldo, Founder of The M&A Advisor. “From lower middle market to multi-billion dollar deals, we are recognizing the leading transactions, firms, and individuals that represent the highest levels of achievement.”

The recognition of the 17^th Annual M&A Awards hosted by The M&A Advisor is additional support to the claim that Benchmark International truly strives to provide the best service to its clients. Benchmark International was also recognized earlier this year at the Emerging Leader Awards and the 10^th Annual International M&A Awards, both also hosted by The M&A Advisor; the leader in M&A recognition globally. Benchmark International’s Transaction Director, Luis Vinals, was named an Emerging Leader, and Benchmark International won Regional Deal of the Year for North America for the acquisition of Gasco Affiliates, LLC by Tech Air, and also won Financials Deal of the Year for the acquisition of Silexx Financial Systems by the Chicago Board Options Exchange.

When it’s time to sell your business, you want a team on your side that will bring you the most value for your business in every facet. Benchmark International works with clients on every front, from emotional needs, to monetary needs, to cultural needs for business owners looking to exit their businesses. Call today to find out how Benchmark International can help you.

There has been a surge in US private equity (PE) dealmaking throughout 2018 – 3,501 deals worth $508.8B closed, with the majority of transactions occurring in the third quarter. But what have been the trends in this industry and what has caused the increase in dealmaking?

Benchmark International is pleased to have successfully facilitated the acquisition of Columinate (Pty) Ltd to InSites Consulting (Pty) Ltd.

Columinate (Pty) Ltd (“Columinate”) is a highly awarded marketing research agency that provides quantifiable information to businesses in order to improve decision-making. The brand conducts its work exclusively through digital means – a methodology pioneered by Columinate in South Africa and where the business continues to be a proven leader in the space. The company employs a highly skilled team of over 40 research professionals and boasts a loyal and well-curated client base consisting of a diverse collection of both local and multinational customers.

InSites Consulting (Pty) Ltd (InSites) is recognised among the top 100 largest and top 10 most innovative market research agencies in the world. The agency helps global brands to make better and faster marketing decisions, combining smart digital technology with contemporary marketing methodology. InSites is now present on four continents with eight client service offices in Belgium, the Netherlands, the UK, the US, Germany, Romania, Australia and South Africa.

The transaction sets the groundwork for both businesses to leverage off each other’s mutually advantageous basket of services while instantly expanding InSites footprint and reach into South Africa and the broader African market.

Commenting on this, Andre Bresler of Benchmark International said: “This transaction evidences a defined trend whereby market leading businesses in all sectors have recognised the opportunities the African Market represents in the context of their own global clients and ability to service them internationally. Aside from the powerful synergies, the cultures of the two businesses are wholly aligned and we are equally delighted for Insites and Columinate both”.

On behalf of everyone at Benchmark International, we would like to wish both parties every success for the future.

Yesterday, Theresa May and her cabinet agreed to a draft agreement on Britain’s withdrawal from the European Union, and it is now pending approval from MPs and the other EU member states.

The agreement hasn’t come without its perils, with a series of resignations, but there are positives for business on the agreement so far.

“If particular care and attention is not paid to the ladies, we are determined to foment a rebellion, and will not hold ourselves bound by any laws in which we have no voice or representation;” these words were spoken by Abigail Adams, First lady of the United States and wife to John Adams, one of the founding fathers and writers of the Declaration of Independence.  

There is no doubt that women have been aggressively challenging the status quo in their pursuits for independence, equality, and active leadership over the last couple decades. This past Tuesday November 06, 2018, women took their achievements to a whole new level and broadened the gamut of political representation to include the largest body of female members of Congress thus far.

The ladies deserve a round of applause after the turnout of this year’s US midterm elections. There were some notable historic voting records surpassed. So far, there will be at least 119 women serving in the 116^th Congress. This number is up from the historic high of 107.

The central message being supported by both sides of the fence is that this turnout of elections was a huge success for this gender group as a whole. Women are playing a much larger role in law declarations than ever before, and their voice is being represented at a louder volume than ever before.

This group of elected women represents several firsts for this minority. The next Congress will have a record number of women of color, a record number of non-incumbent women, its first Native American women, its first Muslim women, and the youngest woman ever elected to Congress. Exit polls illustrated that 8 out of 10 Americans said it’s important to elect more women to public office.

Women are upending the idea that “men wear the pants,” and are taking the reins in corporate settings as well. According to the National Association of Women Business Owners, “more than 11.6 million firms are owned by women, employing nearly 9 million people, and generating $1.7 trillion in sales as of 2017.” Moreover, women-owned firms account for 39% of all privately held firms. These stats have been growing consistently for the last two decades as women start to play larger roles in business development and implementation, and they are only expected to continue growing.

Benchmark International supports women in their pursuits of their passions and their drivers for success, and this is highlighted by the success of one of our very own inspirational women. On November 06, 2018 Managing Director, Kendall Stafford, challenged the mainstream middle-market mergers and acquisitions sector when she was awarded the title of Investment Banker of the Year by The M&A Advisor.

The awards presented by The M&A Advisor are essentially the equivalent to the Oscars for the M&A world. Stafford is a key player in transactions completed by Benchmark International, and she is a valued team member. Stafford was among a list of eight finalists, and she was the only woman on that list, and she came out on top. Benchmark International believes in fostering success and supports our employees and our clients in all they wish to achieve.

When it’s time to sell your business, you want a team that is on your side. If you are a woman looking to get the most from a full or partial sale of your business, we are dedicated to facilitating an acquisition that gets you the best value for your business in every facet.

If you are ready to start your exit strategy, you can call the Benchmark International headquarters at (813) 898-2350 to speak with a professional who can get you on the path you seek.

The 2018 midterm elections have presented little in the way of surprises this go around. As predicted, the Democratic Party took hold of the House of Representatives for the first time since 2010. The growth of Democratic representatives taking hold in Congress and some changes in historically Republican districts could be indicative of what’s to come in the 2020 Presidential campaign. 

It might not be as easy as first anticipated for Trump to remain at the top of the pyramid. Amidst some talk of a coming “blue tsunami,” this election may not have brought an overwhelming surge of Democratic leadership taking the helm, but there is no denying that the political party is coming ashore. What does this new shift in power and presence of a check on the executive branch mean for business owners considering a sale? 

Not knowing what’s to come in 2020 presents a feeling of uncertainty. With the results of the midterm elections, this feeling is heightened. Uncertainty is one of the most hindering factors for M&A activity. Investors are hesitant to make significant investments if they are unsure about future changes to fiscal policy. Thankfully, low interest rates and the tax cuts have contributed to a healthy M&A market producing high valuations for exiting business owners the last few years. The now divided Congress reduced the chances of any changes in policies that would significantly impact the market conditions before 2020. Unless we see significant bipartisanship, the most likely outcome is gridlock, which is good for the markets in the short-term. 

However, as the 2020 elections get closer the uncertainty will increase significantly. Rising interest rates combined with uncertainty in 2020 will likely put a halt to the favorable conditions sellers have enjoyed. This makes waiting to see who wins the 2020 elections quite the gamble if business owners are considering a full or partial sale before 2024 or even later. Owners must think hard about their plans for the next several years to avoid entering the market at the wrong time, which would bring haunting memories for many business owners going through the process from 2008 to 2013. 

Benchmark International specializes in facilitating exit and growth strategies for business owners in the lower middle market. The most important factor in achieving a successful exit is going to market when the market is strong and the business is ready. If an exit is at all in sight, it is critical now more than ever for business owners to speak to an M&A advisor and begin implementing a strategy because the market conditions will be changing very soon. 

Benchmark International is delighted to announce the sale of Southampton-based electromechanical engineer Mainplace, to Aquatronic Group Management (AGM).

Mainplace specialises in the distribution, installation and servicing of pumping equipment for a variety of clients operating in the commercial, industrial and retail sectors.

AGM, a group of electromechanical engineering companies, comprises Aquatech Pressmain, Acorn, A & R Engineering, ESIS, PSI Inspection services, O.S. Locke, Renzland Powergates and Warmac. Together, the group of companies manufacture and maintain water booster and pressurisation equipment.

The acquisition enables AGM to improve its coverage in the South of England and expand into the South West. As well, AGM has scope to grow the business, fitting with its current strategy.

On behalf of everyone at Benchmark International, we would like to wish both parties every success for the future.

We have just released our latest edition of The Mark, a place where we share insights in the M&A industry and featured opportunities. 

 Version: 
http://bit.ly/2PM4UT5 

 Version: 
http://bit.ly/2QyMNxr 

As we look back on activity in 2018, there have been upward trends in certain sectors for M&A activity, which have included healthcare and technology, which have, in turn, attracted interest from private equity firms. 

This issue also discusses the many decisions that arise for a seller in the M&A process, from the type of buyer to choose to when the optimum time is to sell, as well as the pitfalls that can occur in the M&A process and how these can be tackled or prevented. 

We hope you find this edition of The Mark insightful and informative, one day assisting you with decisions when selling your business, along with our friendly and helpful team at Benchmark International, who are here to help wherever you are in the world. 

Some Articles Included:

• Looking to Buy a Business?  4
• Top Mistakes to Avoid When Selling  6
• The Winning Hit 10
  • Guest Author: Christopher Swink of BNY Mellon Wealth Management
• When is the Right Time to Retire?  12
• Five Ways to Value Your Business  16
• If Business Valuation Was a Science  18
• Why have interest rates been so low for so long?
        Why are they rising now? Why should you care?  22
  • Guest Author: Alan Gorlick of Gorlick Financial Strategies
• Featured Opportunities  26
• Meet the Heroes Behind the Deals  34
• Preparing Your Business for Sale  36
• How to Avoid Leaving Money on the Table When Selling Your Business 40
  • Guest Author: Bob Rasmussen of Bradley Law Firm
• Why Now is the Time to Sell Your Company  50
• Strategic vs Financial Buyers  58

 Version: 
http://bit.ly/2PM4UT5 

 Version: 
http://bit.ly/2QyMNxr 

Thanks for reading. Please like and share! 

If you are considering selling your business, then you are more than likely contemplating what type of company you want to buy your business.

As mergers and acquisitions are, broadly speaking, categorised into five different types of merger/acquisition, varying on whether the two companies are operating in the same markets or have the same products etc., this means that you have a choice of acquirer – you do not, necessarily, have to choose a buyer in the same industry doing the same thing.

Below details these five types of merger, along with benefits and disadvantages, and real examples from the industry.

Determining the value of your business is not as simple as looking at the numbers, applying tried and tested formulas, and concluding. Were it that straightforward all business valuations would be virtually identical. The fact that they are not is sure proof that valuation is not a science, it can only be an art.

If Mergers and Acquisitions (M&A) was as straightforward as calculating the theoretical value of a business, based on historical performance and using that to determine market value I would need something more constructive to do with my time.

Valuation is not as primitive as we have been led to believe. Whilst transaction values are commonly represented as a multiple of earnings this is merely the accepted vernacular used to report on a concluded transaction and almost never the methodology used to arrive at the value being reported.

The worth of a business is often determined by the category of buyer engaged. Financial buyers can add significant value to a business in the right stage of its life cycle but may not assume complete ownership, thereby delivering value for the seller simultaneously with their own. The right strategic acquirer for any business would be one that can unlock a better future for the business, and is willing to recognize, and compensate, a seller for the true value the entity represents to them.

Comparing the experience of so many clients, over so many years, and avidly following the outcomes of all the transactions published in South Africa there is little dispute that businesses are an asset class, like any other, and that the best value of all asset classes are only ever realized through competitive processes irrespective of whether the acquirer has financial or strategic motives.  

1.  The itch of business valuation

Simplistically, for the right acquirer - one seeking an outcome that extends past a short-term return on their initial investment - valuation is more a function of the buyer's next best alternative, than it is a businesses’ historic performance.

It would be naïve to think that the myriad of accepted valuation methodologies have no place in the process but identifying, engaging and recognising the benefits of the acquisition for a variety of strategically motivated buyers is essential in determining value in this context.

Considering a variety of appropriate valuation metrics, the parameters applied and then being able to balance these against the alternative investment required to achieve a similar outcome is where the key determinant of value lies. This is a complex process that unlocks the correct value for buyer and seller alike and it is a result that is rarely achieved without engaging with a wide variety of different acquirers and being prepared to "kiss a few frogs"

The most valuable assets on the planet are only ever sold through competitive processes where buyers have the benefit of understanding and determining value in the context of their own motives, having considered their available alternatives. It is for this reason that when marketing a business, it should never be done with a price attached. 

2.  An aggressive multiple

Whilst conventional wisdom is firm on industry average multiples, case studies abound, and the business community is regularly astounded by stated multiples achieved when companies change hands.

Beneath the glamour, the reality is that multiples are rarely used as a determinant of value, but almost without exclusion applied to understand it. Multiples represent little more than a simplistic metric that reflects an understanding of how many years a business would need to reliably deliver historic earnings in order for the acquirer to recoup their investment.

In the same way as a net asset value (NAV) valuation would unfairly discriminate against service businesses, multiples discriminate against asset rich companies. For strategic acquirers, with motives beyond an internal rate of return - measured against historic earnings - valuation is sophisticated.  It relies on an assessment of whether the business represents the correct vehicle to achieve the strategic objectives, modelling the future returns and assessing risk. Valuation in these circumstances will naturally consider it, but places little reliance on the past performance of a business constrained by capital or the conservatism of a private owner to formulate the future value of such investment. 

Whilst there are Instances where the product of such an exercise matches commonly accepted multiples, there are equally as many valuations that, on the face of it, represent unfathomable results. 

3.  A better tomorrow for the buyer

It would be irresponsible to advocate that that return on investment is not a consideration when determining value - corporate companies and private equity firms typically all have investment committees, boards and shareholders that assess the financial impact of any transaction. It is rare that such decisions are ever vested with a single individual, or that the valuation is derived from their personal desire to own a company or brand.

The art of valuation requires a reliable determination of the synergies between buyer and seller and an accurate assessment of the risks and benefits of the investment. Risk and reward are inherently related and skilled negotiation is required to find solutions that mitigate, or de-risk a transaction for buyer and seller alike, in order to underpin the value
of a transaction.

Financial buyers can be very good acquirers, especially in circumstances where they are co-investing alongside existing owners, staff or management to provide growth funding. When seeking a strategic partner for a business the acquirer should always be unable to unlock value beyond the equivalent of a few years of historical earnings. It is for this reason that the disparity between valuations by trade and financial buyers exists, and why determining the appropriate form of acquirer for any business is a function of the objectives of the seller.

4.  Passing-on the baton, or living the legacy

The motives for a sale can be varied and extend from retirement to funding and growth, from ill-health to a desire to focus on the technical (as opposed to management and administration) aspects, of the business.

Value for buyers and sellers comes in many different forms. For sellers it is their ultimate objective that determines whether they have achieved value in a transaction. For sellers it may be as simple as the price achieved or it could extend to value beyond the balance sheet as diverse as leveraging the acquirer’s BEE credentials, unconstrained access to growth capital or even to secure a future for loyal staff.

For both local and international buyers alike, the intangibles may be as straightforward as speed to market in a new geography who would otherwise not readily secure vendor numbers with the existing customers of the target business. An acquisition may be motivated by access to complimentary technology, skills or distribution agencies to diversify their own offering. Whatever the motives, an assessment of the future of the staff will always be an important aspect to both parties.

There are few, if any businesses, that are anything without the loyal, skilled and hardworking people that deliver for the clients of a business. The quality of resources, succession and staff retention are all factors that weigh on a decision to transact. Navigating the impact of a transaction on staff is a factor that cannot be ignored and the timing of such announcements can be meaningful.

Author:
Andre Bresler
Managing Director
Benchmark International

T: +44 (0) 1865 410 050
E: Bresler@benchmarkcorporate.com

Chancellor Philip Hammond this week announced the 2018 Budget, the last one before the UK leaves the EU. As negotiations continue over a Brexit deal, uncertainty surrounds the UK economy but Hammond appeared confident that a good deal will be secured and that austerity is coming to an end.

In the context of business, the Budget was largely positive – for example, rates for small businesses are to be cut, there will be a temporary increase in the annual investment allowance from £200,000 to £1m, and start-up loan funding is to be extended to 2021. As well, new enterprise allowance is to be extended for benefits claimants to help get their businesses off the ground.

Negatively affected by the budget are tech giants such as Google and Facebook with the announced introduction of a Digital Service Tax but, overall, the Budget is promising for SMEs and start-ups

But is the Budget equally pleasing for M&A?

Benchmark International has facilitated the sale of certain assets of South Texas Precision Inc. to Harris Machine Tools.  South Texas Precision Inc.,  is a Texas-based custom machine shop that manufactures and provides turnkey oilfield equipment for OEMs in the Houston market.

The company is a qualified vendor of choice for many of its products. Harris Machine Tools is a Houston-based sales and machinery company that distributes a full line of quality CNC machine tools, such as mills, drills, lathes, presses and saws. The company has been an international leader in the metal working market place since 1979.

Benchmark International’s extensive network and ability to reach a wide market of buyers allowed us to find an acquirer interested in purchasing the manufacturing division of South Texas Precision. Benchmark provided a variety of options to the client to allow them to make the best selection for the future of their business.

In reference to the transaction, Walter Schouten, President of South Texas Precision, 
explained his experience with Benchmark International, “We enjoyed working with Benchmark International. From the beginning, they understood the Oil & Gas Manufacturing market and were able to uncover various competent buyers for the machine shop portion of the business.  The team continuously worked with us and adapted their strategy to match the ever changing market conditions. Benchmark International presented several options to us, which allowed us to choose the best option for South Texas Precision. We choose to carve out the manufacturing division of our business while continuing to operate the retail and distribution division of the business.”

Senior Associate, William Van Buren, mentioned “The Austin, Texas team truly enjoyed working with the South Texas Precision team. We understand what business owners go through on a daily basis to keep their businesses successful. The Austin team focused on presenting our clients, Walt and Jeff, options for them to continue the longevity and success of their business. Walt and Jeff were responsive to our inquiries and were the ideal partners to work with for our team.”

The first question you will probably want to ask when thinking about selling your business is – what is it actually worth? This is understandable, as you do not want to make such a big decision as to sell your business without knowing how much it could command in the market.

Below are five different ways a business can be valued, along with which type of companies suit which type of valuation.

Multiple of Profits

A common way for a business to be valued is multiple of profits, although this typically suits businesses that have an established track record of profits.

To determine the value, you will need to look at the business’ EBITDA, which is the company’s net income plus interest, tax, depreciation and amortisation. This then needs to be adjusted to ‘add-back’ any expenses that may have been incurred by the current owner which are unlikely to be incurred by a new owner. These could be either linked to a certain event (e.g. legal fees for a one-off legal dispute), a one-off company cost (e.g. bad debts, currency exchange losses), are at the discretion of the current owner (e.g. employee perks such as bonuses), or wages/costs to the owner or a family member that would be more than the typical going rate.

Once the adjusted EBITDA has been calculated this figure needs to be multiplied; this is typically between three and five times; however, this can vary – for example, a larger company with a strong reputation can attract towards an eight times multiple.

This provides an Enterprise Value, with the final ‘Transaction Value’ adjusted for any surplus items, such as free cash, properties and personal assets.

Asset Valuation

Asset valuation is suitable way to value a business that is stable and established with a lot of tangible assets – e.g. property, stock, machinery and equipment.

To work out the value of a business based on an asset valuation the net book value (NBV) of the company needs to be worked out. The NBV then needs to be refined to take into account economic factors, for example, property or fixed assets which fluctuate in value; debts that are unlikely to be paid off; or old stock that needs to be sold at a discount.

Asset valuations are usually supplemented by an amount for goodwill, which is a negotiable amount to reflect any benefits the acquirer is gaining that are not on the balance sheet (for example, customer relationships).

Entry Valuation

This way of evaluating the value of a company simply involves taking into account how much it would take to establish a similar business.

All costs have to be taken into account from what it has taken to start-up the company, to recruitment and training, developing products and services, and establishing a client base. The cost of tangible assets will also have to be taken into account.

This method for valuing a business is more useful for an acquirer, rather than a seller, as through an entry valuation they can choose whether it is worth purchasing the business, or whether it is more lucrative to invest in establishing their own operations.

Discounted Cash Flow

Types of companies that benefit from the discounted cash flow method of valuing a business include larger companies with accountant prepared forecasts. This is because the method uses estimates of future cash flow for the business.

A valuation is reached by looking at the company’s cash flow in the future, and then discounts this back into today’s money (to take into account inflation) to give you the NPV (net present value) of the business.

Valuing a business based on discounted cash flow is a complex method, and is not always the most accurate, as it is only as good as its input, i.e. a small change in input can vastly change the estimated value of a company.

Rule of Thumb

Some industries have different rules of thumb for valuing a business. Depending on the type of business, a rule of thumb can, for example, be based on multiples of revenue, multiples of assets or of earnings and cash flow.

While this method may have its merits in that it is quick, inexpensive and easy to use, it can generally not be used in place of a professional valuation and is instead useful for developing a preliminary indication of value.

To summarise, the methods of valuation can very much vary in terms of complexity and thoroughness, and different industries will find different methods more useful than others. A good M&A adviser can best suggest which way to value your business, as well as help to counter offers in the latter stages of the process with an accurate valuation in mind.

November 6th, 2018 at 10:00-11:00 am EST

A merger is very similar to a marriage and, like every long-term relationship, it is imperative that mergers happen for the right reasons. Like many things in life, there is no secret recipe for a successful transaction. While the strategy behind most mergers is very important to obtain the maximum value for a business, finding the right reason to execute a merger could determine the success post-acquisition.

When two companies hold a strong position in their respective areas, a merger targeted to enhance their position in the market, or capture a larger market share, makes perfect sense. One of the most common goals for transactions is to achieve or enhance value; however, buyers have different reasons for considering an acquisition and each entity looks at a new opportunity differently. The following points summarize some of the primary reasons that entities choose the mergers and acquisition route.

1. Increased capacity

When entertaining an acquisition opportunity, buyers tend to focus on the increased capacity the target business will provide when combined with the acquiring company. For example, a company in the manufacturing space could be interested in acquiring a business to leverage the expensive manufacturing operations.  Another great example are companies wanting to procure a unique technology platform instead of building it on their own.

2. Competitive Edge

Business owners are constantly looking to remain competitive. Many have realized that, without adequate strategies in place, their companies cannot survive the ever-changing innovations in the market. Therefore, business owners are taking the merger route to expand their footprints and capabilities. For example, a buyer can focus on opportunities that will allow their business to expand into a new market where the partnering company already has a strong presence, and leverage their experience to quickly gain additional market share.

3. Diversification

Diversification is key to remain successful and competitive in the business world. Buyers understand that by combining their products and services with other companies, they may gain a competitive edge over others. Buyers tend to look for companies that offer other products or services that complement the buyer’s current operations. An example is the recent acquisition of Aetna by CVS Health. With this acquisition, CVS pharmacy locations are able to include additional services previously not available to its customers. 

4. Cost Savings

Most business owners are constantly looking for ways to increase profitability. For most businesses, economies of scale is a great way to increase profits. When two companies are in the same line of business or produce similar goods or services, it makes sense for them to merge together and combine locations, or reduce operating costs by integrating and streamlining support functions. Buyers understand this concept and seek to acquire businesses where the total cost of production is lowered with increasing volume, and total profits are maximized.

The above points are merely four of the most common reasons buyers seek to acquire a new business. Even if the acquirer is a financial buyer, they still have a strategic reason for considering the opportunity.

Author:
Fernanda Ospina
Senior Associate
Benchmark International

T: +1 (813) 313 6150
E: opsina@benchmarkcorporate.com

The decision to sell your business can be incredibly difficult. In addition to the financial capital you have invested in your company, you have incurred an intangible amount of “sweat equity, through the hard work spent building your business and the natural emotional investment made in the company. That’s why, once the decision to sell has been made, it is imperative that proper preparation is put in place  to ensure your goals are met once your company is brought to market. Owners who approach exit planning systematically and methodically are more likely to maximize the value of their business and sell on their own terms.

Financial Preparations

The primary factor influencing a company’s value is its earnings. It is essential  that the company’s financials present potential buyers with a clear story, allowing them to fully evaluate the company’s production. Presenting your business as efficient, with solid cash flows, a clean balance sheet, and low expense requirements, will position it as an attractive acquisition. There are several steps a business owner can take when reassessing their financials.

First, small private companies’ income statements are typically geared towards minimizing the company’s taxable net income. Although beneficial to the business owner, this approach is counterproductive in the context of a sale. As such, discretionary expenses that are not critical to operations and have not, or will not, impact revenues should be identified and eliminated. This could include owner/shareholder expenses, family-member salaries, fringe benefits or exorbitant perks, and extraordinary one-time expenses. Not only will this exercise maximize net income, but it will also present a normalized picture of the business to acquirers.

Second, organizing your balance sheet is key in preparing for a transaction. Sellers should remove all assets unrelated to their business from the balance sheet, as well as identify excess assets that could be converted to cash without adversely impacting the business. A buyer will not be interested in paying for excess inventory and, as such, this presents an opportunity for the seller to increase the total yield from the sale.

Third, it is important that a seller fully understands the company’s working capital before engaging a buyer. Working capital is often a point of negotiation between the buyer and seller. Buyers expect to receive a “normal” level, and often use low amounts of working capital to drive down the total cash paid at close. Managing working capital requires both time and effort, but it can result in greater efficiency and can lower the total level of working capital buyers expect to have delivered.

Lastly, the reliability of a company’s financial statements is critical in influencing a buyer’s decision. It is recommended that, before going to market, a seller contracts an independent accounting firm to review or audit their company’s financial statements. This will ensure the company is presented in an accurate manner, and will instill a sense of confidence in potential buyers, resulting in a greater level of trust and better valuations.

Operational Preparations

A company’s operations are just as important as financials. Potential buyers will seek to comprehensively understand the business practices behind a company’s earnings. A well-run business, with efficient operations, and good growth prospects will appear more attractive to any buyer. Unfortunately, businesses often have operational issues that could jeopardize a transaction. It is necessary for sellers to identify these issues before going to market and, in any case where the issue cannot be resolved, prepare to address it in a forthright manner.

For example, although a company’s clientele is not directly reflected in its financial statements, a company’s book of clients is a critical point of examination for a buyer. An ideal business has a broad customer base with little customer concentration. Dependency on a limited number of large customers could significantly reduce the marketability of a company. In these cases, it is important that the seller address this issue head on by either diversifying the company’s clientele before going to market, or developing a narrative to mitigate this issue and reassure buyers.

Additionally, a business owner’s level of involvement in the company is an important factor to buyers. They are acquiring the business, not the seller. As such, buyers will want to see a strong supporting management team, indicating the business will continue to be successful long after the owner has left. As a business owner prepares to go to market, it is key that they evaluate their role in business operations and implement a succession plan. 

Lastly, it is imperative that a business owner continues to grow revenues, as well as develop a realistic growth strategy. Buyers are purchasing the current and future cash flows of the business; historical growth, as well as a growth strategy with expansion opportunities, provides a blueprint for what’s to come. Presenting buyers with growth plans that are reasonable and achievable validates the credibility of management, and demonstrating that credibility through continued revenue growth illustrates the quality of the business.

For many business owners, selling a business happens once in a lifetime. When dealing with such a monumental event, a little more preparation today is certainly worth the added value tomorrow. Proper planning and advanced preparation is critical in order to maximize the value of your business and the probability of closing a transaction. Additionally, advice from seasoned professionals can provide you with savings and add significant value. At Benchmark International, we are proud to provide world-class mergers and acquisitions services, and we work hard to ensure your company’s value is maximized and your business is sold on your terms.  

Author:
Theodore Pince
Associate
Benchmark International

T: +1 (813) 898 23557
E: pince@benchmarkcorporate.com

Benchmark International is pleased to announce the sale of AVIS Forklifts (Pty) Ltd (AVIS) to Sky Investment Holdings (Pty) Ltd through its subsidiary Tailifts South Africa (Pty) Ltd (Tailifts).

AVIS is an independent forklift company, established in 1970. With over 40 years in operation, it is well recognised as a pioneer in the forklift rental industry. The company has grown to provide a comprehensive range of services regarding materials handling equipment including forklift hire, forklift sales, transport solutions and side lifter facilities. The company’s infrastructure is geared toward providing its customers with a cost-effective materials handling solution.

Tailifts prides itself on the manufacture and maintenance of tail lifts that can be fitted to column, cantilever, foldaway and retractable lifts suitable for any industry. In addition, Tailifts is the sole distributor in Southern Africa for Zepro, Waltco and Del lifts, market-leading brands in Europe, the USA and the UK respectively. The company boasts authorised service and fitment agents in all of the main centres within South Africa and engineering staff are trained and certified ECSA engineers as well as registered lifting machinery inspectors.

The transaction sets the groundwork for both businesses to leverage off of each other’s mutually advantageous basket of products and services while aggressively nurturing their newly augmented and combined national footprint.

Commenting on this, Andre Bresler of Benchmark Corporate South Africa said: “This is yet another transaction that demonstrates in such active sectors going to market in a competitive process unlocks real value beyond the balance sheet for buyer and seller alike. I could not be more pleased to see such uniquely suited entities joining forces, it has been a privilege for Benchmark to have been selected to advise such an iconic brand.”

On behalf of everyone at Benchmark International, we would like to wish both parties every success for the future.

Benchmark International is delighted to announce the sale of Maidenhead-based market research company, Insitas, to marketing firm HPS, based in Marlow.

Insitas is an independent market research consultant, providing strategic business insights to a client base of blue chip, multi-national commercial organisations in the UK. It utilises quantitative and qualitative research methods, including surveys, focus groups and interviews to identify potential solutions to problems centred around the areas of brand development, brand strategy and consumer behaviour.

HPS consists of specialist teams adept at data interrogation; consumer research; creative content; brand partnerships and PR; in-store promotion; and video and animation. It offers end-to-end marketing solutions, using insight and other skill sets to bring brands closer to customers.

Apple has agreed a deal to acquire the assets of its long-time supplier, Dialog Semiconductor, which include 300 employees and patents in a $600 million deal.

Dialog supplies power management circuits to Apple, which help to extend the battery life of its iPhones and iPads. The move comes after Apple announced in November 2018 that it was planning to phase out the use of Dialog’s products as Apple stated it would be using chips from another supplier.

This was believed to be Apple itself and, with the acquisition of Dialog’s assets, this allows Apple to bring the development of chips in-house.

On November 12th, 2018, capital providers from across the country will be attending the Association for Corporate Growth Capital Connection in St. Petersburg, Florida. In addition to manning its exhibit table, the Benchmark International team in attendance will be holding one-on-one meetings with over sixty different strategic and financial acquirers.

“Our energetic participation in these conferences benefits our clients not only because of the occasional new acquirer that we meet but also, and probably more importantly, because it keeps our clients in the front of these active buyers’ minds. It’s one of the main reasons they come to Benchmark International first when they have a new investment plan. It’s also one of the ways we ensure these busy professionals will take our calls every time we have a new opportunity to put in front of them,” mused Benchmark’ Managing Director Clinton Johnston

The St. Petersburg Conference will be Benchmark International's fifth US Capital Connection exhibition of the year. If you’ve been unable to schedule a one-on-one with our team, Benchmark International’s booth will be in the exhibitors hall and manned from three hours before the conference starts until three hours after it ends. You can also call +1 813 898 2350 to schedule an appointment.

With 2018 soon drawing to a close, you may have begun considering your exit or growth plans for your business for the year ahead. Would you like to be showcased to leading dealmakers with strong, acquisitive appetites? Naturally, we present only a select number of companies for each event, so we would encourage you to contact us now to ensure your business is included.

The due diligence process is one of the final steps in an M&A transaction where the potential buyer does its obligation to best confirm and verify the seller's company data and relevant information. This information typically includes but not limited to: financials, IT, operations, legal & compliance, insurance, corporate bylaws, contracts, customers, among other important information. Typically, the due diligence process follows the execution of a letter of intent (LOI), a non-binding document outlining the intent of both parties to commit to the transaction.

Once the LOI has been executed, the buyer will request a list of items to be shared by the seller with the intention of disclosing the selling company’s key details that could uncover risk buyer. As mentioned before, items can range all the way from financials to operations to insurance to contracts, among others. In cases where the seller owns the real estate, additional documents pertaining to the real estate, such as: deeds, mortgages, tax documents, owners’ insurance, etc. will need to be provided. Given today’s advancements in technology, once the due diligence request list has been sent to the seller, the team leading the deal will proceed to open what we call in the M&A world a “virtual data room” or a “data room.” These two terms are referred to as online portals that hold and store the information requested by the buyer with high levels of security only available for certain parties, including: buyer, seller, M&A attorneys, CPAs, advisors, among others. The data room allows activity within the room to be tracked and archived so there is a file of the information exchange after closing should any issues arise.

Once the due diligence starts, it is highly recommended for the buyer to hold, at the very least, weekly meetings or calls with the seller to discuss outstanding items or any questions that may have arisen from the process. As the due diligence process progresses, the buyer will become more familiar with the seller’s company. For an instance, should the buyer find any items that may play against the seller in the due diligence process, the buyer may use this to lower the valuation of the business which may ultimately result in a lower offer price.

In addition, this process can result as a discovery of potential opportunity to better structure the deal, find real synergies among parties, review any benefits and challenges for potential system integrations, and any associated risks that may arise from the result of this potential acquisition. 

Benchmark International is delighted to announce the sale of West Sands Advisory to Sibylline.

Established in 2006, West Sands Advisory is a strategic intelligence and advisory firm that helps clients confidently navigate complex markets and commercial situations. It is a leading supplier of market entry, expansion and risk mitigation services with a particular focus on understanding and communicating the connection between politics, crime and business in emerging markets.

The company is an ideal partner to Sibylline, as a strategic risk and threat advisory firm that supports businesses, governments and NGOs through high quality risk and due diligence services. West Sands Advisory, therefore, adds significant expertise to Sibylline’s operations, as well as helps to increase its core geopolitical insight through its expanded and highly connected global network.

West Sands Advisory’s former CEO, Tamara Makarenko, has become Head of Investigations at Sibylline, whilst West Sands Advisory’s employees have been integrated into Sibylline’s seven existing teams.

Benchmark International would like to thank all parties involved and we wish them all the very best of luck for the future.