Decentralized finance, also known as DeFi, makes financial products available to anyone on a decentralized blockchain network. Through this relatively new software system, all parties can interact directly through applications, eliminating a need for middlemen such as banks or institutions to facilitate transactions. It also eliminates a need for proof of identification or age requirements that banks typically require. There is no need for anyone to know anyone else’s identity. Everything occurs over a public blockchain, using smart contracts, which are bits of code that execute specified actions once certain criteria have been met. It’s based on mutual trust and strict privacy.READ MORE >>
Now that you have found the perfect business for you to acquire, the question is, how do you finance the transaction? Most buyers will use a mix of debt and equity, but if you are a first-time acquirer, you may need help on where to go for the debt piece of the equation.
If you have never acquired another business before, the process of securing a loan for the acquisition might be challenging. Here are some things to consider when looking at your debt options.
Upon your initial conversation with a banker, be prepared to discuss your intent regarding the acquisition and your plans for the business’s future. You should also be ready to discuss your background and its relation to the company you are buying. In addition, you will want to understand the bank’s commercial loan options and which might be best for your goals. For example, you might need a traditional commercial loan or an SBA loan, depending on the acquisition size and details. While there are alternative financing options available, they could be much more costly.
Most financial institutions will underwrite the business and the borrower. If you own a similar business, they might underwrite both businesses as if they are one. Be prepared with documentation regarding your credit history, tax returns for all related entities (potentially including your personal tax returns), collateral options, and industry experience. The financial institution might request a balance sheet, profit and loss statement, projections, etc., for the business you are considering purchasing.
Lenders will provide you with their initial terms. Be sure to compare interest rates, fees, and other terms closely. Some terms you may want to consider are prepayment penalties and covenants that might affect the business. If there is real estate involved in the purchase, you will want to ask questions about the bank’s need for appraisals and various phases for the property.
After considering your options, you will then need to apply for the loan. Each financial institution will have its specific application and underwriting process. Depending on the loan size and the bank, the loan request may need to go to a special loan committee that meets periodically. This could add time to the approval process. You might want to discuss debt options with a bank with which you have a current relationship, as they will know you best given your existing history. If you have already received a loan from the bank, it could make the transaction process easier, which will make for a much better experience for you and the seller of the business you are looking to acquire.
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Benchmark International is pleased to announce the successful transaction between The Colography Group, Inc. and Halstatt Legacy Partners.READ MORE >>
The recent cyberattack on the Colonial Pipeline in the U.S. is a glaring reminder of the vulnerabilities that all industries face, as well as the costly repercussions that can be a result of such a situation. Colonial Pipeline Co. paid the hacker group $5 million to have the company released from the ransomware to restore service to the critical pipeline. This actually turned out to be a wasted $5 million. For that high price, the hackers provided the company with a decrypting tool to restore its disabled computer network. But this tool was too slow, and Colonial ended up using its own backups to restore the system.READ MORE >>
Benchmark International is pleased to announce the transaction between our client, a prominent industrial services firm, and Crete Mechanical Group (“CMG”).
Crete Mechanical Group (“CMG”) is a multi-site owner, operator, and business partner to mechanical service businesses in the United States. CMG partners with entrepreneurs and owners of HVAC, electrical, plumbing, controls, and other mechanical services companies to help them grow revenue, increase profitability, and transition ownership.
Our client is a leading industrial services firm providing electrical, mechanical, automation, fabrication, rigging, and maintenance services to various industries. The company has established an outstanding reputation in providing superior customer service within its regional market.
Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “It was a pleasure to represent our client, a leading industrial services firm, in this transaction with Crete Mechanical Group. Our client was seeking a partner that shared their vision and offered the right deal structure, and Crete Mechanical Group was aligned with our client’s growth strategy. On behalf of Benchmark International, we wish both companies continued success.”READ MORE >>
The COVID-19 pandemic is critically affecting the world's economies when businesses were already adapting to volatility and uncertainty as a way of life. With the economic outlook and threats of all kinds continuing to test even the most influential organizations, companies face various challenges as they work to find growth and stay competitive. One of the most beneficial ways of growing an existing company is through mergers and acquisitions (M&A).
Few firms throughout the world reach the top without conducting at least a few M&A transactions. The most well-known firms employ professional teams whose only role is to seek out attractive potential acquisitions tells its own story. When implemented well, an active M&A strategy can be a highly productive process for any company. M&A always has and always will be a long-term game. We are now in an environment where more and more business owners feel comfortable taking some calculated risks and driving forward an M&A agenda to build the company's future.
Private equity (PE) expects to see record-level fundraising this year. Even amidst the ongoing COVID-19 pandemic, analysts predict that the PE industry will raise an anticipated—and unprecedented—$330 billion in total capital in 2021. According to a survey performed by Ernst & Young, 49% of global companies plan to acquire in the next 12 months actively, and the majority are looking for assets internationally rather than domestically. A healthy fundraising and active acquisition environment coupled with the existing $1 trillion in disposable capital means excellent news for those looking to grow their business. Interest rates are low, equity markets are high, and investors demand, value, and reward growth. With numerous potential international acquirers with strong balance sheets and strong liquidity, our advice to companies is to look for logical strategic targets, be proactive, and focus on long-term value creation.
The U.S. and the U.K. remain primary centers of global M&A. The U.S. consistently holds the top spot for both domestic and for international M&A. The U.K. regularly ranks in the top three. If you are thinking of growing your business internationally, it is worth noting that M&A is regulated in all countries worldwide and has many advantages. Below are four key benefits of merging with or acquiring another company internationally.READ MORE >>
Benchmark International is incredibly proud to be the main Jersey sponsor for Montverde Academy. Benchmark International aligns itself with partners that have the best-in-class programs. Montverde International Academy is a coeducational, independent school that serves grades Pre-K3-12. The academy strives to increase knowledge and to develop character through a nurturing and diverse community. In addition, Montverde International Academy is home to an athletic training Mecca, developing the world's best athletes. Their state-in-the-art facilities include an athletic complex that spreads over 33 acres, an Olympic-sized aquatic center, a 44 square foot indoor athletic center, a world-class equestrian center, and many more. The Montverde International Futbol club (MIFC) finished their season with a number 1 ranking and was crowned the 2019-2020 National Champions!
The Athletic Department believes that through athletic opportunity, they have the unique ability to build a solid foundation of young adults based on character, knowledge, and community. With similar beliefs as one another, Benchmark International is excited to help support the Montverde International Academy.
You can learn more about Montverde International Academy and their athletics here - Montverde Academy Athletics
Benchmark International’s client Yuni Beauty, LLC, a California-based all-natural wellness and beauty brand, has strategically partnered with Rechemtex, LLC in Dallas, Texas.
Yuni Beauty offers clean, natural beauty products for the body, skin and hair, and aromatherapy items. All products are created with non-toxic, vegan, quality ingredients and sustainable packaging. The company’s target market is busy, urban, active individuals that prioritize clean beauty, wellness, health, and stress relief.
Rechemtex is a Texas Domestic Limited-Liability Company.
Benchmark International proved value in finding a strategic partner for Yuni Beauty with experience in the industry through its proprietary multi-medium marketing strategies. In addition, Benchmark International incorporated several campaigns with local, regional, and national associations.
Transaction Director Amy Alonso commented, “We are thrilled that our client can step away from the business knowing that his legacy will be carried on and the company will continue to grow. It was a pleasure to represent Yuni Beauty in this partnership, and on behalf of Benchmark International, we wish both parties all the best in the future.”READ MORE >>
Benchmark International is delighted to announce the majority sale of Irish fire-protection systems company, Writech, to Waterland.
Established in 1981 by Thomas and Mary Wright, Writech provides fire protection system design, installation, manufacture, commissioning, and services across a range of sectors including logistics, data centres, life sciences, office, retail, and food & beverage.
Sons Ted and Alan Wright took over the business in 2008, now generating more than €20m in revenue. Writech will use Waterland’s investment to expedite expansion plans in Europe and the UK, as well as increase output at its Mullingar centre, creating over 30 jobs.
Waterland is a Dutch-based private equity house, headed by Laura Dillon in Ireland. The investment group has €8bn in assets under management across Belgium, the Netherlands, the UK, Germany, France, Denmark, Poland, and Switzerland.
Benchmark International is delighted to announce the transaction between Casoria and OQEMA has completed.
County Cavan-based Casoria was established in 1998 and is a distributor of a range of chemicals and metals to the Irish market.
With headquarters in Mönchengladbach, Germany, and a base in Oxfordshire, OQEMA is a global chemical manufacturing and distribution company. It is one of the largest chemical distributors in Europe with almost 1,250 employees currently working at 45 locations in 23 countries.
The management of Casoria will remain in place and the company will join part of the OQEMA Western Hub, which also includes the existing Irish based businesses of the group.READ MORE >>
Total Nutrition Technology of Leesburg, Florida, is a full-service nutritional supplement source providing services ranging from product development through fulfillment. Founded in 2003, TNT has been included on the INC 5,000 list of fastest-growing companies and is the leader in its markets served, with products shipped throughout the United States and internationally.
Brandless of San Francisco provides a wide range of premium quality lifestyle products in the wellness, beauty, and home categories. With a focus on clean certifications and better living, the Brandless family of products is closely aligned to the superior offerings and reputation gained through the addition of Total Nutrition Technology.
Of the combination, Total Nutrition Technology Founder and CEO Lourdes McAgy commented, “We are exceedingly happy to be joining the Brandless family. Their focus on quality and delivery aligns perfectly with the way that we have built TNT, and we strongly believe that this combination will power both companies to an increased position of leadership in this space.”
The acquisition is backed by Clarke Capital Partners of Provo, Utah. Clarke is a family office focusing on founder-led businesses and multiple investments in the consumer products space.
Benchmark International Transaction Director William Sullivan stated regarding the transaction, “We were able to source a strong number of highly qualified buyers very quickly for Lourdes’s great company, providing her with the options that she deserved. Brandless was the most strategic choice, with perfect synergies to set them up for immediate expansion from day one. We could not be happier about this fantastic partnership.”
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The COVID-19 pandemic has had a negative impact on all classes of commercial real estate. Yet, it also created some new opportunities within the commercial real estate (CRE) market, such as affordable rental prices, improved digital communication and payment facilitation, as well as new opportunities for business owners and investors. And further recovery is well underway.
CRE prices fell 11% between March and May of 2020. Since July, prices increased 7%, erasing over half of those pandemic declines. With investors sitting on wealth, more investment in stocks and bonds took place, which pushed prices up and interest rates down. With inflation being a growing concern, more investors may look to commercial properties with leases that have built-in rent increases to keep pace with inflation.READ MORE >>
Our world continues to change, and businesses must remain adaptive in order to keep pace with their competition and consumer demands. Thanks to new technologies, changing customer priorities, societal movements, and of course, repercussions from the COVID-19 pandemic, business owners can expect certain industry shifts that began leading up to 2021 to continue into 2022.READ MORE >>
Benchmark International is pleased to announce the acquisition of hosted telephony solutions provider, Premier Choice Telecom, by Daisy Communications.
Established in 2001 by managing director Nicholas Stansfield, Premier Choice Telecom is a telecommunications service provider to businesses throughout the UK. The company provides telephone system installation, maintenance, cabling, network service billing, and other associated telecom services.
Daisy Communications is part of a wider Daisy Group, offering a variety of communications services to SMEs, with the transaction enabling Daisy Communications to boost its offering within the health, education and charity sectors.
This highly strategic acquisition will see Premier Choice Telecom bring 1,500 customers and a 40-strong workforce to Daisy Communication’s team of 465 employees.READ MORE >>
Silver Sport Transmissions, the seller, is the largest and most versatile elite distributor of Tremec Corporation’s transmissions. Their in-house engineering department’s experience is second to none and continually outshines bringing a client’s classic car “up to speed” through various product offerings. The company prides itself on high quality and innovation in its respective field.
The Wharton Automotive Group, consisting of McLeod Racing and FTI Performance, is owned by NHRA Nitro Funny Car driver and businessman Paul Lee.
Paul Lee continues to grow this sector of the driveline market. With the outstanding success of McLeod Racing, Lee sets his sights on growth in acquisitions. In 2019 Lee purchased the leading racing transmission and torque converter company, FTI Performance. In addition, he continues to grow his business strategy with the acquisition of Silver Sport Transmissions.
“The team at Benchmark International, including Matthew Kekelis and Jack Chilcutt, did an excellent job of guiding Silver Sport Transmissions as the Sellers representative. Great representation is so important in today’s M&A market. As the Buyer, I was impressed how smooth and issue-free the transaction went to closing.” says Wharton Automotive Group president Paul Lee. “This transaction was the next step for Wharton Automotive Group’s goal of becoming the leader in the automotive driveline segment of the Worldwide Automotive Aftermarket industry.”
Transaction Director Matthew Kekelis at Benchmark International added, “I genuinely believe that there was no better match for Silver Sport than Paul Lee and his team at The Wharton Group. Their professionalism and attention to detail throughout the acquisition process were outstanding. We wish the best for all moving forward in this exciting new chapter.”
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The COVID-19 pandemic revealed to the world just how unprepared entire business sectors can be when it comes to unexpected events of mass proportion, and just how delicate our global supply chains actually are. COVID has been a health crisis that impacted lives, economies, and industries. Climate-driven events and disasters occur on a more concentrated scale but have proven to be extremely costly and disruptive to multiple sectors in various geographies—a problem that appears to be growing more prevalent.READ MORE >>
Benchmark International is pleased to announce that Barry-based Capital Network Solutions (CNS) has been acquired by Hemel Hempstead-based Flow Communications (Flow), as part of its new buy and build strategy.
Established in 1996, CNS is a cyber security and infrastructure consultancy, ensuring data security and best practice for its clients. It is a highly accredited CREST Penetration Testing company and one of the largest IASME Cyber Essentials Certification Bodies within the UK having issued more than 3,000 certificates.
Flow is a network and security solutions provider, addressing the IT demands of the UK’s leading corporations. The acquisition of CNS complements Flow's current service offerings and aligns to the Flow vision.
Following the acquisition, CNS will continue to trade under its name and see an enlarged group employing 50.READ MORE >>
Benchmark International is pleased to announce the transaction between Bath-based managed service IT provider, Westgate IT, and Sussex-based Acora.
Established in 1997, Westgate IT is a provider of IT support, subscription and cloud-based services, and bespoke security solutions.
Acora is an award-winning managed IT services company based in London, Sussex and the Midlands. Services range from the design and build of complex solutions to the day-to-day management of services. Acora is backed by Palatine Private Equity, an independent private equity firm headquartered in Manchester.
This highly strategic acquisition is of significant importance to Acora, allowing it to further expand into the South West with greater access to local talent, an additional service centre and more than 100 clients.READ MORE >>
What is Working Capital?
In the process of selling your business, it is important to understand working capital as you accept an LOI (Letter of Intent) and move into the due diligence stage. Buyers require the business that they are purchasing to leave a predetermined amount of working capital to continue running the business and cover the short-term obligations.
In simple terms, working capital is calculated by subtracting your company's current assets (excluding cash) from your current liabilities (excluding debt). However, the calculation can become more complex in practice. Typically, in the LOI, the buyer will outline how the working capital “peg” will be calculated. The “peg” is a benchmark amount of working capital that is agreed upon toward the end of due diligence by the buyer and seller. The buyer typically considers current assets to include items such as accounts receivable, inventory, and prepaid expenses as necessary to maintain the ongoing operations. Items such as lines of credit, short-term debt, and taxes are not included in this calculation.
How Does Working Capital Influence the M&A Process?
When buyers are reviewing your company for potential acquisition, they want to ensure liquidity once they take over. The minimum level of working capital is considered to be part of the valuation and accounted for in the price included in the LOI. It is important to note that most M&A transactions are set on a cash-free and debt-free basis, meaning the seller maintains cash in the business but is responsible for paying off bank debts.
The working capital analysis is typically part of the buyer’s diligence process, which will involve the analysis of balances at the account level. Some items under the accrued expense or accounts payable may not be operational in nature and therefore are excluded from the calculation. However, the buyer may determine that an item was improperly omitted from the balance sheet and they may adjust the balances. The primary reason for this analysis is to accurately determine what a true normalized level of working capital should be given the company's historical financials.
How Are Working Capital Targets Determined?
In most cases, the buyer will use a historical average, which is typically 12 months to calculate the appropriate target at closing. The reason is that the buyer will be basing their valuation on the revenue, EBITDA, and working capital needed to generate this income will need to be provided. As a seller, it is important to remember that your EBITDA will typically reflect account receivables as revenue and account payables as an expense. The 12-month period for working capital is used to average out potential fluctuations as this correlates to valuations, which are typically based on a multiple of the trailing 12-month EBITDA. Seasonality should also be considered in the calculation. For example, working capital could be much higher or lower depending on if the deal were completed during the peak season. In this case, the buyer would be required to pay more as the working capital would likely be much higher or lower than average. On the other hand, if the transaction were completed during the off-season, working capital would be reduced.
Adjustments During Diligence
As the seller, prior to the closing, you will deliver an estimate of working capital that you believe the business will have at closing. If this estimate exceeds the working capital target, you will receive an amount equal to the excess as an increase in the purchase price. However, if the estimate were less than the working capital target, the buyer would reduce the purchase price. After the closing, the buyer will perform their own calculation to determine the amount of working capital the acquired business had at closing. The purchase price would be further adjusted if the buyer’s calculation differs from the amount of the seller’s estimate. This process is typically referred to as a “true-up.”
Negotiating the Working Capital
During the true-up process, there is sometimes a dispute between the buyer and seller regarding the working capital calculation. From the seller’s point of view, they will argue that working capital should be calculated consistently with the methodology that was used to calculate the working capital target amount. This means that the seller is arguing that the purpose of the working capital adjustment is to compensate for deviations from the target working capital amount. For such changes to be calculated fairly, the closing amount of working capital must be calculated using the same methodology that was used in calculating the working capital target amount.
On the other hand, the buyer will sometimes argue that the purpose of the adjustment is to ensure that the business is delivered at closing with adequate working capital and that it should be made by calculating working capital in accordance with generally accepted accounting principles (GAAP). Both the buyer and seller viewpoints sometimes make their way into the purchase agreement regarding how working capital is to be calculated.READ MORE >>
In the first half of 2021, medtech M&A deals already surpassed the total number of deals from last year, and this bustle in activity is forecast to continue through the second half of the year, as medtech companies have stockpiled billions of dollars in cash. The dollar value of deals in 2021 is also expected to far outpace that of 2020. Eleven megadeals were announced in H1, with a total deal value of around $128 billion.
Medtech M&A activity kicked off 2021 right out of the gate, with at least 10 deals announced in January alone. Companies emerged from 2020 flush with cash reserves and were ready to spend on dealmaking. The medtech sector recorded a total of 33 deals in the first half of 2021. That's up from 25 total in all of 2020. In fact, the first quarter of 2021 was the busiest for medtech M&A since 2016. While the initial rapid momentum may have slowed, the second half of 2021 should be abundant with new deals.READ MORE >>
Benchmark International is pleased to announce the transaction between Just For You Personal Support Services (“JFYPSS”) and AccordCare, Inc. (“AccordCare”).
JFYPSS is a College Park, Georgia-based home care company that provides personal care, skilled nursing, respite care, and companionship services. Established in 1996 with the goal to provide personal care services allowing disabled and elderly persons the opportunity to achieve and maintain optimal levels of independence in the community. JFYPSS is AccordCare’s fifth transaction in 18 months.
AccordCare is a premier in-home personal care company providing services to people of all ages and levels of need. More than just personal care, it is specialized care custom-designed to meet a patient’s specific needs. They provide full-service private duty home care that is customized to patient’s needs, allowing them to stay in their home where they can feel the most comfortable. The company is based in Marietta, Georgia, and serves more than 1,300 clients daily.
Brandon Ballew, CEO of AccordCare, said in a press release, “Just for You has a great reputation and a commitment to providing excellent care to clients and driving an employee-first culture; it made them a natural fit for AccordCare.”
Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “This acquisition represents a tremendous opportunity for both businesses and their teams. It was a pleasure to represent JFYPSS in this transaction. On behalf of Benchmark International, we wish both companies continued success.”READ MORE >>
Benchmark International is pleased to announce the transaction between ARC Medical, Inc. based out of Tucker, GA and Typenex Medical out of Chicago, IL.
ARC Medical offers circuit filters for the anesthesia market and humidification for the respiratory, long-term acute care, and home care markets in the United States. Best known for its circuitGuard, ThermoFlo, and FilterFlo products, ARC Medical was founded in 1990 by Harold Norris.
Regarding the transaction, Mr. Norris stated, “The ARC Medical team is very excited about the future of circuitGuard, ThermoFlo, and FilterFlo. The Typenex partnership presents great opportunities for both companies, as well as the customers we serve.”
Acquirer Typenex Medical is a national provider of medical solutions to the healthcare industry. The company was founded in 2004 and has grown from a single product (Original Typenex Blood Band) company into a diversified firm offering an array of solutions across the healthcare industry.
The acquisition is backed by a private investment company, Chicago Venture Partners. Since 1998, the group and its affiliated entities have invested in over 200 portfolio companies.
Benchmark International's Senior Associate Jason Donker commented, “The combination of ARC’s unique product suite and Typenex’s vast reach and marketing capabilities will be truly powerful, and will hugely benefit both parties. It is always exciting to make such a highly synergistic marriage, and we are looking very forward to watching the combination grow moving forward.”READ MORE >>
Benchmark International is pleased to announce the transaction between Essex-based law firm, Fisher Jones Greenwood (FJG), and private equity firm, Blixt Group.
FJG is a multi-award-winning firm of solicitors covering a broad spectrum of fields such as residential conveyancing, family law, probate, and immigration and asylum, as well as some niche specialisms. The company operates from four offices across Essex and one in London, employs 158 staff and has a £7.3m turnover.
Blixt is a private investment firm partnering with lower mid-market companies across Europe. Headquartered in London, the company targets businesses valued between €20m and €200m and has access to over €250m of committed institutional investor funding. Blixt is aiming to invest nationally in the legal sector with the goal of creating a national firm with a turnover of at least £100m in four to five years, and FJG is a springboard for these acquisitions.READ MORE >>
Benchmark International’s new Tampa headquarters has been spotlighted by The Tampa Bay Business Journal’s 2021 feature called Workplaces Reimagined.
The series showcases how business offices in the Tampa Bay region have changed since the pandemic, focusing on new, innovative spaces in Hernando, Hillsborough, Manatee, Pasco, Pinellas, Polk, and Sarasota counties.
Workplaces Reimagined features one office per month in the weekly edition, and our fantastic new Tampa location in the MetWest building was covered by the publication on July 30, 2021. Our 15,000+ square-foot office was recognized for its welcoming atmosphere, sweeping views, unique décor, and ample amenities that enhance the workspace for our team.
It is just another example of how Benchmark International goes above and beyond to make sure our teams have everything they need to continue to be leaders and trailblazers in the community, and in our industry.READ MORE >>
Selling a business comes with its share of challenges and concerns. Many business owners do not realize just how much time and energy is required to facilitate the sale of a company and are blindsided when they embark on the M&A process. The good news is that many of the pitfalls around selling can be avoided by learning from others' mistakes, like the 10 outlined below.READ MORE >>
Benchmark International is pleased to announce the transaction between Millwork 360, LLC (“Millwork 360”) and The Marwin Company, a portfolio company of Validor Capital, a private investment firm.
Millwork 360, based in Tampa, FL, is a manufacturer of building products, including doors and custom moldings for residential and commercial projects. The company is proudly associated with Mastergrain Fiberglass Door Systems and exclusively distributes for the state of Florida.
For 70 years, Marwin has been a leading supplier of specialty access products for the single and multi-family new construction markets. Marwin’s line of attic stairways and specialty door products are offered exclusively through professional building products, and dealers provide exceptional value supported with superior customer service.
Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “It was a pleasure to represent Millwork 360 in this transaction. There was a great strategic fit between Millwork 360 and The Marwin Company. Jamie and her team were extremely responsive during this process. This acquisition represented a tremendous opportunity for both businesses and their teams. On behalf of Benchmark International, we wish both companies continued success.”
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Data released in a recent report by Pitchbook shows the unprecedented performance of U.S. Private Equity (PE) during the first half of 2021, continuing its intense pace for the third quarter in a row. PE firms closed on 3,708 deals worth a combined $456.6 billion. That’s almost two-thirds of the $711.6 billion deal value recorded in the entire year of 2020, and the two years prior.READ MORE >>
Benchmark International is pleased to announce the transaction between design engineering consultancy, Qoda, and Efficient Building Solutions (EBS).
Established in 2011, Qoda is a highly experienced engineering consultant that brings a personal approach to the mechanical, electrical and sustainable areas of building design. The company, which has a 60-strong consultancy team and offices in Oxfordshire, London and Bristol, operates nationally across a variety of sectors including education, commercial, leisure and healthcare.
EBS aims to play a leading role in addressing the climate impact of the UK’s buildings and helping reduce fuel poverty by creating healthy energy efficient buildings. The group’s portfolio includes physics consultancy Enhabit, product supplier Green Building Store and an expanding renewable energy installation and service group, including Go Eco Renewables and Bright Green Renewables.
EBS is backed by Ansor, the UK’s leading business focused on establishing, acquiring and growing entrepreneurial SMEs.
As a result of the acquisition, EBS will benefit from Qoda’s considerable commercial track record and expertise which it will bring to the wider group, meaning that the combined companies can offer increased whole building design capability and capacity for clients.READ MORE >>
There are various ways that companies can grow, such as through the institution of new services, the launch of new products, or the enlargement of their market. Yet, growth through acquisition can be a much quicker and easier way to create growth than via the expansion of sales efforts. If the acquisition is a growth option that you are interested in, there are various alternatives through which a deal can be financed, as acquisition financing is rarely secured through one source. Some of the more popular options are included here for your reference.
Shares are usually exchanged for cash in an all-cash acquisition deal. Cash transactions usually happen in cases in which the company that is being acquired is smaller and has smaller cash reserves than the acquirer. In a cash transaction, the acquirer takes on the entire risk as to whether or not the expected value materializes.
Leveraged Buyout (LBO)
A leveraged buyout is the acquisition of a business using a significant amount of borrowed money to cover the cost of acquisition. The assets of the company being acquired as well as those of the acquiring company are frequently used as collateral for the loan. Under this option, there is a common ratio of 90% debt to 10% equity.
Mezzanine debt includes both equity and debt features. A mezzanine fund is a pool of capital that invests in mezzanine finance for acquisitions, growth, recapitalization or management/leveraged buyouts. Mezzanine financing is usually configured as preferred stock or subordinated and unsecured debt.
A seller note is when the seller agrees to accept a portion of the purchase price in a series of deferred payments. This is often used when the buyer does not have the entire purchase in cash and can only secure a commercial loan up to a percentage of the purchase price. Seller notes are generally unsecured and may be subordinated to other forms of debt. Because a seller note is riskier for the seller, it commands a higher interest rate. The use of a seller note can result in a higher purchase price for the seller but can speed up the closing process, as it is much simpler to negotiate these terms than with other forms of debt.
SBA 7(a) Loan
This Small Business Administration (SBA) loan is government-backed and offered by financial institutions such as banks and credit unions. While the SBA does not lend directly, it insures the loan in the event that a borrower defaults. The application process and paperwork can be quite drawn out because the lender is required to get approval from the SBA to back the loan. Typically, these loans will have better terms than traditional small business loans. The maximum amount allowed for a 7(a) loan is $5 million.
In all cases of sourcing capital for an acquisition, it is important how well the financing lines up with the goals of the deal, and what the plan is regarding the financing structure according to the circumstances of the deal.READ MORE >>
What is Cryptocurrency?
It seems like everyone is talking about it, but what exactly is cryptocurrency, or crypto? It is a digital payment method that is exchanged online to pay for goods and services. Crypto uses blockchain, which is a highly secure, ledger technology that is spread between multiple computer systems that manage and record transactions. As of now, bitcoin (BTC) is the most popular digital token network, followed by ethereum (ETH). They are both decentralized, meaning that they are not issued or regulated by a central banking authority. In 2020, Bitcoin beat the investment returns of gold and the S&P 500.READ MORE >>
Benchmark International is pleased to announce the transaction between London-based Meshh and Toronto-based Limelight Platforms.
Meshh was established in 2017 and operates with nine employees from offices in London, New York and Sydney. It is an award-winning location intelligence specialist that measures engagement and interaction in physical spaces to help clients learn how their customers behave in real-world environments.
Limelight Platforms is a SaaS platform that helps global brands deliver memorable consumer experiences and measure the impact of their experiential marketing.
The acquisition allows Limelight Platforms to grow its data insights division and to serve clients in Europe and beyond. Leadership from both organisations believe the partnership will accelerate organic portfolio growth with clients in the sports, retail, automotive, advertising, commercial property, and events and exhibitions industries.READ MORE >>
Benchmark International is pleased to announce the transaction between Marietta, Georgia-based Design Environments, and Boston Trade Interior Solutions, with offices in Boston, Chicago, and San Francisco.
Design Environments is a nationally renowned interior design firm specializing in the interior architecture and merchandising of model homes, clubhouses, and amenity/sales facilities throughout the United States. The company was founded in 1991 by CEO Donna DeLuca, who has grown the firm into a national leader in delivering high-quality design services.
Regarding the transaction, Ms. DeLuca stated, “The whole Design Environments team is very excited about the opportunities this combination presents. We strongly believe that Boston Trade will make a great partner in our continued growth and expansion.”
Acquirer Boston Trade is a national leader in renovation, conversion, and new-build projects for the hotel and hospitality industry. The company’s focus on design-forward interior environments that exceed their clients’ economic, aesthetic, and functional requirements aligns perfectly with Design Environments’ long track record of service excellence to similar client sets.
The acquisition is backed by Blackford Capital of Grand Rapids, Michigan, a leading private equity firm in the lower middle market with over $650 million in transaction value and 35 acquisitions at the time of the Design Environments acquisition.
Boston Trade CEO Greg Kadens remarked, “We are thrilled to add such a prestigious and well-respected company to our portfolio. Design Environments is so well run that we can immediately focus on the opportunities created by combining it with our hotel interior design and procurement business. Donna’s leadership throughout the years has brought the company to this point, and we look forward to continuing to work with her as we strive to provide industry-leading services and solutions to our clients.”
This transaction reflects the power of Benchmark’s International’s proprietary “Fingerprint” process, which focuses on each client's unique value proposition when going to market. Regarding the Design Environments transaction, Benchmark International Transaction Director William Sullivan stated, “Our client’s goals and values were highly aligned with the buyer we sourced for them. From the leadership tier of the acquiring firm to the fund partners backing the deal, a shared vision was clear from the start. We are very proud of the role that Benchmark International played in the process.”READ MORE >>
When financial buyers think of HVAC contractors, they see an industry ripe for consolidation. The trend of HVAC consolidation started a few years ago and has not slowed down.
Throughout the United States, there are thousands of independent HVAC contractors. Financial buyers, such as private equity, see the opportunity to consolidate the independent firms to create a regional or national presence. The market is roughly a $20 billion industry that is fairly recession proof, especially throughout warmer states, such as Texas and Florida.
Private equity seeks opportunities to expand businesses through acquisition and organic growth. Once they have a foothold in the industry, they can add related services, such as plumbing services, to the roll-up strategy.
HVAC consolidations tend to be in high demand in markets that have a need for the services. Some focus on new construction, while others focus on servicing existing units that can be viewed as a recurring revenue model. The competition in the local market is key when an acquirer is looking at an acquisition. Is the HVAC target company a big fish in a small pond, or vice versa? What is the growth potential within the market? Cities and towns that are growing tend to be more attractive.
Additionally, HVAC contractors might specialize in commercial or residential services. Depending on the roll-up strategy, the acquirers might have different goals on what they are looking for in the consolidation.
The consolidation allows for a larger firm to take advantage of perks that a smaller firm might not have access to due to size or cost prohibition. For example, the roll-up might be able to build out software and accounting systems to help increase the efficiencies of the company or recruit top executives to add a level of professionalism to the company.
Having this type of option within the market allows for the seller to have options about their company’s next phase. Having a larger, growing firm complete the acquisition allows the seller and the company’s employees opportunities that the selling firm could not achieve on its own. The seller may stay on post-closing in a different capacity or retire and allow employees to step into the management role. In any case, mergers and acquisitions can be an ideal solution for companies in the HVAC sector.READ MORE >>
Selling your business is a paramount moment in your life. It’s something you absolutely want to get right so that you can extract the most value out of the deal—and so that you are protected from being swindled by a savvy buyer. It also takes a great deal of time and energy to sell a company, which can be rather difficult to spare when you are trying to focus on running a business. Most people simply do not have this time, energy, connections, or expertise that is required to put their company on the market. This is where the importance of an experienced M&A advisor comes in. By partnering with an M&A expert, they handle all the details of a deal, including due diligence, negotiations, marketing, vetting, and ensuring that you get the most value for your business. They also know how to navigate bumps in the process, and manage the expectations of all parties involved.READ MORE >>
Benchmark International is pleased to announce the transaction between Londonderry, VT-based Jamaica Cottage Shop (JCS) and WHS Homes of Claremont, NH.
Jamaica Cottage Shop has been in operation since 1995 and is a builder of sheds and small homes. WHS Homes, which builds an array of home types under multiple brands, adds a key piece to its diversified set of homebuilding options through the acquisition of Jamaica’s smaller-signature capabilities.
“With the current demand coming out of the pandemic, the company is in a very good place, so it was very strategic to pull the trigger in 2021,” said JCS founder Domenic Mangano.
At the time of the closing, JCS was producing 2,000 buildings a year - most of which are used as cabins, cottages, and storage. In addition, the company sells kits and fully assembled homes and structures. JCS experienced buoyed results due to home purchasing dynamics fueled by Covid-19 during 2020 and 2021 and sought a strategic partnership to grow off a strong basis.
JCS staff and current leadership will continue to play key roles post-integration, helping to drive the company’s growth under a new set of opportunities moving forward.
“JCS is a key segment operator in a market that has experienced a significant boom during the last year and a half,” according to Benchmark International’s Transaction Director William Sullivan. “We knew now was the time to make this great match in a growing niche market. We believe that both the buyer and seller will benefit tremendously from this combination, and we’re very pleased to have played a key role in that process.”READ MORE >>
Benchmark International is pleased to announce that County Antrim ventilation systems installer, RGM Vent, has secured £3.35 million investment from private equity firm, Foresight.
The funding is a co-investment between the Foresight Scottish Growth Fund and the Northern Ireland Opportunities Fund II, also managed by Foresight.
RGM Vent was established in 2010 and offers bespoke ductwork design and installation services to a broad customer base across the UK and Ireland, with the company completing work of prominent infrastructure developments including WuXi Pharmaceutical (Dundalk), University of Ulster (Belfast), Hampton by Hilton (Edinburgh) and Longwater Office Development (Reading). The company has experienced a significant period of growth over the last five years and now employs 75 staff.
Part of the company’s growth has seen it purchase Advanced Ventilation Systems, which focuses on the smoke, heat and exhaust ventilation market, and NSK Sheet Metal, which specialises in fabrication and manufacturing of ductwork.
Foresight is an award-winning listed infrastructure and private equity investment manager which has been managing investment funds on behalf of institutions and retail clients for more than 35 years. Foresight’s private equity team, comprising over 30 investment professionals, manages c£700 million in a portfolio of more than 100 companies.
Leveraging Foresight’s support, RGM Vent is now well primed to implement its growth strategy across the UK and Ireland.READ MORE >>
Benchmark International proudly announces that our Managing Partner Kendall Stafford, from our Texas office, has been named Best Mid-Market Financial Services Business Leader 2021 by the 2021 Influential Businesswoman Awards, hosted by Acquisition International.
The winners' selection is made using careful analysis of the panel's final shortlist, as well as anything else that their internal research team learned while doing their online and public due diligence. In addition, the nominee must demonstrate a high level of excellence and work ethic within their chosen field, with their dedication to innovation, commitment, and business development taken into account.
The awards are based solely on merit and not the number of votes that a nominee receives or their financial stature, offering a level playing field for individuals to showcase their talents and achievements.
The Benchmark International team congratulates Kendall on this well-earned commendation, as this isn't the first time she has been recognized as one of the best in the business. "This award confirms everything that we already know about Kendall—that she is a true leader with a unique vision that helps to keep our firm on our trajectory of success and innovation," said Global CEO Gregory Jackson.
Benchmark International is pleased to announce that our chairman Steven Keane has been named Best International Chairman of the Year by the 2021 Global 100, which is comprised of the world’s leading firms and individuals with votes from global readers in more than 163 countries.
The purpose of the Global 100 is to provide its readers with a complete picture of the world’s true global leaders within their areas of specialty. The unique process follows a very strict format of self-submission and third-party nomination, with the winners then shortlisted based on a highly comprehensive set of criteria. The judging process assesses:
- The strategic nature of work conducted
- The complexity of work conducted
- The scale of work conducted
- Whether it was done in a timely manner and within budget
- Any groundbreaking or innovative processes used
In their own words, the Global 100 provides “a benchmark of the very best of the best industry leaders, exemplary teams, and distinguished organizations.”
Our team proudly congratulates Steven Keane on earning such esteemed recognition, which is well deserved. Global CEO Gregory Jackson said, “With Steven’s outstanding leadership, Benchmark International is strongly positioned to continue to thrive and reach new milestones. This acknowledgment is further validation of how our dedication to being the very best in the business is a philosophy that permeates all levels of our team from the top down.”
READ MORE >>
Benchmark International is pleased to announce the transaction between Shropshire-based CompCare and London-based Rubix.
Established in 2007, CompCare specialises in outsourced air, as well as oil free and large compressed air systems. The company is a market leader in variable speed drive conversions or retrofits, heat recovery packages, and multi station control systems. Its focus is on extending the life and improving the efficiency of compressed air systems so that customers generate full value from their assets.
Rubix is Europe’s largest supplier of industrial maintenance, repair and overhaul products and services. The company has over 750 locations across 22 countries and had a turnover of €2.4 billion in 2020.
The acquisition enables Rubix to provide greater and enhanced access to technical services related to compressed air in the UK. It also supports the group’s ongoing drive to remain the leading multi-specialist supplier of industrial products and services.READ MORE >>
It is quite common in privately-held businesses for one or more of the owners of the client company to also own the real estate that the company occupies. That real estate may be in the name of the owner individually, or in name of another company (LLC, partnership, or corporation). In nearly every instance where the owner of the real estate is not an individual, such owner will be a pass-through entity (i.e., a subchapter S corporation, a partnership, or a trust). The company will lease the real property from the related party and recognize rent expense on the income statement. There may or may not be a formal, documented lease. Generally, these leases are triple net, meaning the tenant company pays all the maintenance costs, the insurance, and the taxes for the property.
There are several advantages for owners to hold their real estate outside of their operating business.
- It provides an avenue for additional income to flow to the owner without the necessity of paying payroll taxes.
- If the owners have other real estate holdings, they can use excessive rents to generate passive income to offset passive losses from other holdings.
- It allows the owners to separate the operating activities of their business from the real estate holdings in the event of a sale.
For business valuation purposes, we need to consider the effect of these related party leases that were not negotiated at arm's length. The lease rate may be more or less than the market. If the business is struggling, the lease may be below market. If the business is performing well, the rent will be above the market. For calculating an adjusted EBITDA, we should calculate an adjustment based on the difference between market rates and the related party lease rate. If the lease rate is below market, we have a deduction from book EBITDA. Conversely, if the lease is above market, we have an addition to book EBITDA.
In calculating the adjustment, it is necessary to make a determination of what the market rent would be. In doing so, we must look at comparable properties in the area around the client’s property and find what the going lease rates are. LoopNet.com provides a relatively good comparison of properties that are on the market with asking prices. It is important to understand the characteristics of the building that the client is occupying and if there are any special use considerations. For example, a prospective client operates a precision CNC machine shop in Southern California in a 22,000 square foot building in an industrial area with a zoning of light industrial. They have about 16,900 square feet of outside space for parking and storage. Since they are operating CNC and heat-treating equipment, they need at least 1,000 amps of 3 phase power coming into the building. A comparable building, then, has these characteristics. Comparing this property to Class A office space is not a good comparison.
Note: Some special purpose buildings can have characteristics that are hard to match in the market. In that case, we must estimate the additional costs associated with what makes the building unique.
Pictured is a Loopnet.com example of a property search in Gardena, CA for industrial properties to lease in the 15,000 to 25,000 square foot range under $15 per foot. It indicates that there are several parcels that are comparable.
To continue the example, the prospective client company leases the real estate from a separate entity owned 100% by the sole shareholder for $60,650 per month. The asking price for comparable properties in the area is approximately $12.50 per foot. As such, the market rent for a 22,000 square foot facility would be $275,000 per year. In looking further at just land, the lease rate is about $7.20 per foot or another $123,708 per year. The total annual market rent for this site would be $398,708 compared to the actual lease rate of $602,461. In this case, we have a positive adjustment to book EBITDA of $203,753 per year.
Since the company in this example is paying the actual costs of the insurance and taxes, there is no need to make an adjustment for that. However, if the company is a tenant in a multi-tenant building owned by the same owner of the company, the comparison of the rent is the same, but there is a potential for the business to be paying all the taxes, insurance, and maintenance for the property, which would require additional adjustments.READ MORE >>