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Business Services M&A: Office Administration & Recruiting

When companies seek to enhance their margins and better serve their customers while reducing the cost of providing services, they outsource non-revenue producing functions to outside business services providers, known as business process outsourcing (BPO) companies. In the area of recruiting, it is a form of BPO, commonly referred to as Recruitment Process Outsourcing (RPO).

The business process outsourcing industry is valued at nearly $1 trillion USD. The United States leads the market with 40% share worth more than $400 billion, followed by Europe and the Middle East with a market valued at $300 billion. The global RPO market is valued at around $5 billion.

Technology has greatly expanded the capabilities in this sector, as it is not uncommon for companies to have virtual contact centers where employees work from their homes, or to have offshore centers where support staff works from another country or continent. It is less efficient for companies to have functions performed in-house that require overhead costs. This is a major driver of growth in the BPO industry and represents a relatively still-untapped opportunity in many countries that use little outsourcing.    

There are also several other benefits that companies gain by outsourcing services.

  • It frees up the time and energy of internal resources to focus on bigger picture strategic goals.
  • There is no time or cost associated with training new staff members.
  • It offers access to regulatory experts to ensure compliance in an increasingly regulated world.
  • There is no employer liability.
  • Administrative services can be paid for when they are needed, as opposed to employing someone full time and having them be under-utilized.
  • The interviewing and hiring processes can be avoided, saving additional time and money.
  • Employers do not need to pay benefits, leave or holidays for outsourced staff.
  • It also opens up the opportunity for smaller companies to carve out more market share by increasing their global reach.

 

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Office Administration Outsourcing

A large and growing segment of this outsourcing is office administration. Essentially any company in operation has administrative tasks that must be accomplished to keep the day-to-day operations running smoothly. Administrative functions that are often outsourced include payroll, accounting, human resources, data management, employee benefits, insurance claims management, and client support.

Recruitment Outsourcing

RPO companies emerged from traditional recruiting needs, but are designed to work differently. All or part of a company’s recruitment processes is assigned to an external service provider. RPO services differ from that of staffing companies in that they do not simply find candidates to fill job openings. They focus on the overall improvement of a company’s recruiting process as more of a strategic, consultative partner. They study factors such as turnover rates, technology, scalability, and how much time it takes to fill a position.

Many companies choose RPOs to improve recruitment efficiency, reduce cost, make hiring more scalable, improve the quality of hires, meet the talent needs of short-term projects, and improve workforce analytics and planning.

The industry sectors with the largest market shares are technology, telecom, finance, insurance, healthcare, biotech, pharmaceuticals, and medical equipment.

BPO M&A Activity

As the use of BPO services becomes more common around the world, the M&A activity surrounding them increases, with a large concentration in the middle market. There is a tendency for customers to prefer fewer vendors with more diverse service offerings, motivating BPOs to use M&A to diversify to increase customer wallet share.

In this highly competitive market, BPO companies typically acquire target companies in order to gain:

  • More capabilities for broader service offerings
  • Exposure to higher growth end-market verticals
  • Broader geographic reach to offer more global services
  • Economies of scale to lower proportion of fixed costs

 

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RPO M&A Activity

RPO companies are becoming increasingly globalized as a result of mergers and acquisitions. To be successful in this growing market, RPO providers have found different ways to distinguish themselves.

  • They specialize across geographic regions, vertical markets, related jobs, and buyer segments.
  • They offer value-added and technology-based services, such as analytics and mobile recruiting.

For an M&A deal to be successful, sellers should conduct an all-encompassing assessment of their value proposition and how it ultimately aligns with the buyers’ interests.

M&A Due Diligence

Conducting due diligence for a merger or acquisition is always a time-consuming undertaking, and this is especially true when the target is a BPO company. Location analysis of the target company should be performed for any potential acquisition to help form an accurate purchase price and avoid costly post-closing issues. It assesses site location, economic development, competition, real estate markets, workforce issues, saturation levels, historical attrition rates, recruitment, and retention viability. Partnering with a specialty company broker who has this type of experience is advised.

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If you are ready to take the next step with your business, whether it is selling, expanding, or retiring, contact our M&A specialists today. Our expertise, global connections, and proprietary technologies are here to guide you to a prosperous future. 

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Benchmark International Facilitated the Transaction of Gene Larew Lures to PRADCO Outdoor Brands

Benchmark International facilitated the transaction of Gene Larew Lures, LLC in Tulsa, Oklahoma to PRADCO Outdoor Brands.

Gene Larew Lures, an Oklahoma-based company, was purchased by owner Chris Lindenberg in 2006.  The company became a market leader with the Gene Larew brand synonymous with bass baits, the Bobby Garland brand, and the Crappie Pro brand.

Benchmark International proved its value by finding a buyer 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.

Owner Chris Lindenberg commented, “I retained the services of Benchmark to help market my company to the public and had very positive results with the right fit with the buyer and a satisfied client.”

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Deal Associate, Amy Alonso commented, “Benchmark International added value by negotiating this deal.  We saw throughout the entire process that the buyer, PRADCO Outdoor Brands, was a perfect fit who stood to benefit greatly from the manufacturing experience, industry knowledge, and fishing expertise that they would gain from the existing owner. With this knowledge, the team was able to negotiate a deal that would allow for the existing owner to successfully transition the business to a capable buyer in a swift and expedited manner.  We wish Gene Larew Lures and PRADCO Outdoor Brands the best of luck in their future endeavors.”

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Benchmark International Successfully Facilitated the Transaction of Hair Are Us, LLC To a Private Investor

Benchmark International facilitated the transaction of Hair Are Us, LLC, a Los Angeles based hair extension brand. They ship worldwide and are well-known in the industry as one of the leading hair experts of human hair extension. They specialize in various extensions, including Indian Wavy, Brazilian Curly, and Kinky Straight.

In addition to a quality product and superior brand, the company has a strong social media following with over 347,000 followers on Instagram and over 5,500 followers on both Twitter and Facebook.

Hair Are Us is a Los Angeles limited liability company established in 2011 by Ashley Williams and Khat Abdur-Rabbani. They started as a mobile business but quickly found success and grew rapidly into an online store and three locations with a fully operating warehouse. Given this success, the company engaged Benchmark International’s help in finding a partner to help take the company to the next level. With the assistance of Benchmark International, Hair Are Us found the right collaborator and agreed to bring on an equity partner in August 2019.

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Transaction Director at Benchmark International, Luis Vinals commented, “We are excited to have facilitated the sale of Hair Are Us, LLC a company that designs and retails custom hair extensions and wigs through an online portal and storefront to a private investor. The company serves both individual clients and hair salons, has a national presence within the hair care industry, and serves a number of celebrities. Understanding the intangible assets of the business, such as its social media following of over 300,000 followers was a key aspect that our team heavily focused on. This is a testament to our team’s ability to adapt and apply new innovative skillsets to the successful sale of our clients’ businesses.”

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Benchmark International Has Successfully Facilitated The Transaction Between Counterpoint Trading And Shave And Gibson Packaging

Benchmark International is pleased to announce the transaction between Counterpoint Trading 439 (Pty) Ltd (Counterpoint) and Shave and Gibson Packaging (Pty) Ltd (S&G).

Counterpoint is a leading manufacturer of food paper packaging products and industrial wipes, founded 14 years ago in Hammarsdale, Kwa-Zulu Natal. The company leverages long-standing and vital relationships with several leading retailers, wholesalers, and distributors and boasts a strong reputation for quality products and reliable service.

S&G, founded in 1981 by brothers-in-law Alan Gibson and Neville Shave, is recognized as one of South Africa’s largest privately-owned packaging and printing businesses, employing over in 500 staff. The business operates through its national infrastructure with its headquarters and manufacturing facilities strategically located in Mobeni, Durban. Further auxiliary sales and warehousing facilities are operated in both Cape Town and Johannesburg.

 

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“We believe that Counterpoint will add significant value to S&G through the addition of further products which are required by our own customers. As people, we share similar values and corporate beliefs and we are confident that this partnership will be a major success in the years to come. Counterpoint will continue to manufacture their products from their existing factory and trade independently under their own name. We are confident that this will be a fruitful partnership, and we welcome Wim and Ruben and their team into the S&G Group of companies,” said Simon Downes, S&G Group Chairman.

On working with Benchmark International, Ruben Van Wambeke, shareholder and director of Counterpoint said “Having Benchmark International walking us step by step through this process was ultimately the key to success. Benchmarks’ ability to realign our perspective is what brought this JV to fruition.”

“The anti-plastic revolution has generated a rise in demand for environmentally friendly packaging alternatives. Strengthened by joining forces with S&G, the innovative paper packaging manufacturer, is well-positioned to capture this market. Having worked closely with the shareholders, we’re pleased with the incredibly strategic match and successful conclusion.” Says Benchmark International’s Transaction Associate Director, Raquel Naicker.

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Energized by what the deal portends for the South African M&A industry, Andre Bresler the Managing Director at Benchmark International, added Shave and Gibson’s motivation for this transaction to extend product lines and partner with strong entrepreneurs is a recurring theme emerging in our industry, we are delighted for both parties as the agreed synergies will enable Counterpoint to capitalize on the growth opportunities that motivated them to explore a transaction in the first place.

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

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Solar and Hydroelectric Power and M&A

As the world calls more and more for renewable energy sources to replace carbon-burning fossil fuels, the industries of solar and hydroelectric power offer important alternatives, as well as opportunities for mergers and acquisitions.

Solar power converts energy from the sun into thermal or electrical energy. It is one of the cleanest and most abundant renewable energy sources available. In recent decades, the cost of solar power has decreased substantially.

Hydroelectric power uses turbine-driven generators to convert the energy of moving water into mechanical energy. As one of the oldest methods of creating power, today it is one of the most largely used forms of clean, renewable energy. Because the use of hydropower relies on flowing bodies of water, its use varies based on geographical locations and circumstances.

As the world seeks to turn to cleaner sources of energy, major corporations are also doing so as part of a larger growth strategy. For example, oil giant Shell has a plan to become the world’s largest power company AND cut its carbon footprint in half by the year 2050. To achieve this goal, a majority of the energy capacity added to its portfolio must be derived from renewable power sources.

 

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Solar Power M&A

There are several factors that are proven to create opportunities for M&A in the solar energy market. Solar is still a relatively young industry, which opens up the opportunity for many newcomers to enter the industry and consolidate to grow in scale.

  • In Africa, there is an abundance of access to solar power, but there are obstacles to financing. By 2050, Africa is expected to grow from 1.1 billion to 2 billion people, with a total economic output of $15 trillion. This money can be targeted to infrastructure, energy and transportation, and global investors are taking note.
  • In the United States, the government makes it an attractive venture for companies to get into solar power through tax breaks, which translates to growth. In fact, in the U.S., solar power deals have already surpassed the $10 billion mark.
  • In Europe, companies view M&A as a strategy to enter the U.S. market.

Other opportunities for M&A in the solar energy sector surround installation and manufacturing. As the industry evolves, installers grow in size, brand, and geographical reach and gain market share through consolidation. Regarding manufacturers, the outsourcing of panel production and assembly can motivate solar companies to sell those capabilities as an outsourcing strategy.

The solar power industry is quite a global market. In order to successfully complete cross-border transactions in this space, companies should wisely enlist the expertise and network of a globally connected M&A advisory firm.

 

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Hydroelectric Power M&A

Hydropower may be a much older technology than other forms of renewable energy, yet there are still plenty of opportunities for the development of new facilities or expansion of existing infrastructure. Some of the positive aspects of hydroelectric power projects include their low operating costs, clean power generation, and lengthy service lives. On the downside, the regulatory approval process can be drawn out, and these projects call for significant early capital spending.

As in most industries, investment in hydropower is based on the project's risks and projection of future revenue. For developers to gain access to capital, they need to identify the revenue streams that will service debt (energy projects typically have several revenue streams), offer a return on investment, and have a plan to minimize regulatory and construction risks. It is typical for banks and other investors to only invest in new projects when there is certainty in the power purchase agreement.

The earlier investors are brought into the project, the more careful developers must be with regard to the terms offered. Investors may ask for ownership share or control that is excessive. Enlist the counsel of an experienced advisor to determine whether a proposal is fair. You may need more funding down the line, so the transaction must be flexible enough for more investors to get involved. The earlier you partner with an M&A advisor, the better you can plan the project’s future, and the more risks you can avoid in the long run.

Even the most encouraging and favorable hydroelectric projects can fall apart due to perceived risks. Any risks must be identified and addressed by developers as early as possible.Many issues can be environmental in nature. Research into the project’s impacts on local fisheries and species must be thoroughly conducted, and early communication with public officials is key.

Contact Us

Any energy M&A transaction calls for a specialized level of expertise to ensure that the deal is done right. Finding a highly experienced global firm is in your best interest. If you desire to be on the sell-side of a deal, contact our M&A advisors at Benchmark International to begin the process of finding the perfect fit and solution for you, your family, and your company.

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How to Do a Re-trade: 5 Easy Steps

At Benchmark International, we work exclusively on the sell-side, so we would love to say, “The way to do a re-trade is to never do a re-trade.” However, when you have completed countless deals, there are times when we are tied so closely into those deals that we know the terms of the original offer do not stand up to the target company’s actual position following due diligence. In other words, we will admit when there is a legitimate reason to re-trade a deal term, including the price.

Our experience also tells us that these instances are rare when sellers have been through our process, and there is a right way and wrong way to do it if you want the deal to close. We encourage you to avoid blown deal costs by following these simple steps:

 

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Step 1: Discuss it with us first. Yes, we are going to push back. Yes, we are going to support our client. But we will also be able to keep the deal on track by doing the following:

  • In a best-case scenario, clarifying a misconception on your part that moots your need to re-trade
  • Giving you a read on how our client will react
  • Suggesting the best means of communicating the issue so that the reaction you receive best matches the severity of the actual change
  • Providing our client our open and honest view of the change and the reasons for it before he or she has had a day or two to lock themselves into a position that may be based on less than the clearest picture possible
  • Delving into our resources to convert what starts as a win-lose scenario to something closer to a win-not-lose-too-much scenario

Step 2: Have your data lined up. Very often we see re-trades supported by vague concepts and no numbers. These cause extra problems. If the amount of the re-trade can come over on the left side of the page with a numerical breakdown of the reasons for the re-trade on the right side of the page, and the seller can see that the two balance one another out—even if just figuratively—we are all in a much better position to get to the closing.

Step 3: Don’t wait. When you find something in diligence that looks like it is building to be the source of a re-trade, don’t save it all up and then dump it on the sell-side at the last minute. Conditioning the recipient of bad news is always the best way to get the most appropriate response to that news.

Step 4: Don’t overreach. Even in our smallest deals, we are not operating in a Turkish bazaar. There is no need to ask for $500,000 when you need $250,000. That type of negotiation works well in one-off trades but not when you are trying to build a relationship that is expected to hit additional bumps before the deal closes and likely needs some level of ongoing trust after closing.

Step 5: Be open to creative solutions. Regardless of how meaningful the problem is and how large a fix you need, your solution may not be the only acceptable one. It may not even be the best one for you.  There are many ways to change a deal to address an unforeseen risk and provide the protection you need to offset that risk. The key to getting the transaction closed is often finding the amount of offset you need using the method of offset the seller can accept.

Benchmark International works hard with its client to avoid the need for re-trades. We collect extensive data on our clients prior to going to market. We run a very process-driven data room and often pre-populate it. We encourage our clients to get in front of disclosing detracting factors to avoid any surprises. We comb through every financial statement and tax return our clients can produce. In some countries, we are able to verify returns against official tax transcripts. Unlike many other brokers, we will even put known issues into our Confidential Information Memorandums. We attempt to place our clients with experienced M&A legal advisors. We understand—and make every effort to ensure our clients understand— that hiding an issue is not going to get them a better deal, may cost them a very good deal, and will never make it through due diligence.

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Benchmark International Facilitated the Transaction of Vintage Park VIP Lounge One, LLC dba Barcelona Restaurant & Lounge to a Private Investor

Benchmark International facilitated the sale of Vintage Park VIP Lounge One, LLC d/b/a Barcelona Restaurant & Lounge in Houston, Texas. It has been acquired by private investor Holssam El-Assal.

Vintage Park VIP Lounge One, LLC d/b/a Barcelona Restaurant & Lounge, was founded by Mark Evans in 2014, at Vintage Park, one of Houston’s premier destinations for shopping and dining.

Benchmark International proved its value in finding a buyer with experience in the upscale dining industry through its proprietary multi-medium marketing strategies. In addition, Benchmark International incorporated several campaigns with local, regional, and national associations.

 

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Owner Mark Evans commented, “Benchmark International’s team was able to accurately represent my business to the market and find a buyer that could continue providing the level of service our clients desire. Most importantly, they valued the confidentiality of the transaction deeply to not disturb any on-going operations. They were involved every step of the way and were able to deliver on their promise of bringing in a buyer that would take care of our team post-close.”

Deal Associate, Amy Alonso commented, “Benchmark International added value by negotiating this deal. We saw throughout the entire process that the buyer, Holssam, wanted to become involved with the restaurant and be a hands-on operator. With this knowledge, the team was able to negotiate a deal that would allow for the existing owner to successfully transition the business to a capable buyer in a swift and expedited manner. We wish Holssam and Mark the best of luck in their future endeavors.”

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Global Government Contractors And M&A

Mergers and acquisitions in global government contracting (specifically the technology, aerospace, defense, and government services industries) is a market that tends to remain stable and ripe with opportunity. This sector offers many positive qualities such as revenue transparency and predictability. Strategic buyers seek products, services, sales channels, and geographical presences that broaden capabilities and make them more competitive. Companies with advanced technologies are in an especially advantageous position for acquisition.

Yet, even in an environment that consistently sees a strong flow of defense M&A deals, there is a heightened level of risk with plenty of opportunity for errors and setbacks. The business of government contracting is highly regulated and can be extremely complex, with a great deal of challenges. It is also subject to the effects of government spending budgets—and budget cuts.

Governments enforce intricate legal and regulatory requirements. Failure to adhere to these requirements can result in government actions that include contract termination, suspension, debarment, damages and penalties. Suspension and debarment, which means that a company can no longer conduct business with the government, can be a result of unfair trade practices, fraud, commission of crimes, and even a lack of business integrity or honesty. There is also a great deal of emphasis placed on conflicts of interest.

 

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With so many possible risks, careful planning is imperative when considering a transaction in this space. It is recommended that sellers engage M&A experts with a strong reputation, transaction experience in their sector, and strong connections within the global buyer community.

It is also recommended that sellers prepare for a sale from the perspective of the buyer.  

  • Determine areas of exposureDue diligence is always important in determining an accurate valuation of a company, and this is even more so in the case of government contractors. It demands a meticulous level of scrutiny. The company’s level of compliance can directly impact the valuation. Often, many contracting companies also run commercial businesses and have less strict compliance programs versus pure government contractors, yet carry the same risks.
  • Assess risk and successor liabilitySerious risk mitigation strategies are necessary when it comes to proper recordkeeping regarding compliance, including cyber-security and socio-economic topics, as well as a lack of negative factors such as prior suspensions or debarments, tax violations, investigations, and claims. Additionally, what is the exit strategy that is in place, and how can it improve the quality of buyer conversations and increase valuation?
  • File regulatory notices and approvalsBe prepared for the filing of government notices, regulatory approval prerequisites, and post-M&A integration. These filings should be identified in the agreement, and the parties should preemptively agree to a process for securing government approvals.

Other important considerations regarding government contracts mergers and acquisitions that any seller should anticipate include:

  • Analysis of existing and prospective government contracts held by the entity to be acquired and assignment of contracts to the buyer
  • Any potential socio-economic impacts as a result of the transaction
  • The transfer of facility and top-secret clearances, as well as intellectual property rights
  • Assessment of conflicts of interest that could exclude the buyer from future contracts
  • Whether the target company is compliant with specific government regulations
  • Any existing subcontracts and teaming agreements
  • Past performance of the target company and its impact on the buyer’s ability to win other government contracts

 

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Foreign transactions may face additional challenges in completing M&A transactions in the government-contracting sector. These include more stringent due diligence processes, export law compliance, security clearances, cultural differences, and foreign investment scrutiny. This applies even further regarding higher risk regions, such as Africa.

In the case of cross-border deals, there are key concerns as to:

  • Whether the seller is considered an inverted domestic corporation and no longer eligible for future government contracts
  • If there should be inclusion of a board of directors as part of a mitigation plan to allow continuation of the seller’s facility clearance

Proper due diligence can identify risks in a transaction, create accurate representation and certifications, confirm that the adequate disclosures and indemnifications are obtained, and secure necessary government approvals, resulting in a successful and profitable acquisition.

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If you are interested in making a move in this sector, please consult with our international M&A specialists, as we have the desired experience in transactions involving government contractors and companies that support them.

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Understanding The Inverted Yield Curve

The inverted yield curve is a situation that occurs when the interest rates on short-term bonds are higher than the interest rates paid by long-term bonds. It basically means that there is enough concern about the near-future markets that people move their money into less risky long-term investments. Any time this scenario arises, investors get nervous because it typically warns of a recession.

Short-term vs. Long-term Bonds

In thriving economies, bondholders demand a higher yield (profit) for longer-term bonds versus short-term bonds.

  • Short-term bonds mature in less than five years and carry a lower interest rate risk. These funds do not yield large returns. They give investors a safe way to earn higher yields than they would with extremely low-risk investments and do not require money to be tied up for a long period of time.
  • With long-term bonds, there is a much longer maturity period and people are required to invest their money for greater lengths of time. While these types of bonds yield higher returns, there is also an increased risk that higher inflation could reduce the value of payments, and that higher interest rates could cause the bond's price to drop. A longer-term bond also carries a higher risk of default.Basically, the longer it takes to be repaid, the greater the risk that inflation will swallow your investment.
  • Most investors choose to have a mix of both short- and long-term bonds.

 

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Treasury Bonds

Government debt securities are known as Treasury bonds or T-bonds. These types of bonds are considered to be virtually risk-free. They earn fixed interest until they mature (a period of 10-30 years). Once they mature, the owner is also paid the face value of the bond. Treasury bonds make interest payments semiannually and the income earned is only taxed federally.

The Inverted Yield Curve

Treasury bonds help to form the yield curve, which includes the full range of investments offered by the United States government and diagrams yields by maturity. It usually curves upward, with longer-term bonds having a higher yield. The yield curve becomes inverted when long-term bonds are in high demand and the rates are shown to be lower than those of shorter-term bonds.Essentially, in this scenario, investors expect that they will make more money by holding onto a longer-term bond than a short-term one.

The yield curve inversion can also point toward expectations by investors that the Federal Reserve will cut short-term interest rates in an effort to boost the economy.

A Predictor of Recessions

Although it can happen months or years before a recession begins (usually an average of 18-22 months), the inversion of the yield curve has been a consistent predictor of every recession since the 1960s. For that reason, any time it happens, there is heightened anxiety and anticipation of slowed economic growth.

The last time the yield curve inverted was in 2007, prior to the financial crisis and recession of 2008, which was the worst recession since the Great Depression. The yield curve also inverted prior to the recessions of 2001, 1991, and 1981.

In this latest case, the yield curve first inverted in December of 2018, and inverted even further in March of 2019. Then, the 10-year yield hit a three-year low of 1.65% on August 12, 2019.On August 15, the yield on the 30-year bond closed below 2% for the very first time in history. Fears of the ongoing economic effects of the trade war between the United States and China are fueling the market concerns around the world. 

The science of forecasting financial futures is never a 100% certainty, and while the inverted yield curve has proven to be a reliable indicator of things to come, it does not necessarily guarantee that a recession will happen. As of August 2019, the Federal Reserve has said that there is only around a 35% chance of a recession.

 

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What It Means for M&A

An inverted yield curve can have implications for mergers and acquisitions, especially if you are aiming to grow your company.

For example, let’s say that part of your growth strategy requires funding for building expansion or new equipment. Under an inverted yield curve, short-term interest rates become higher than long-term interest rates. Some businesses may find this to be good news because they can lock in a good rate for the long term.

It may be impossible to predict financial futures, but enlisting the help of experience M&A advisors can help you formulate growth and risk management strategies for your company that make the most of available capital for expansion and lower your risk in all yield-curve situations.

Contact Us

Are you ready to make a move? Call our M&A experts at Benchmark International to start the conversation about your growth strategies and future opportunities.

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Happy World Entrepreneurs' Day!

"There's lots of bad reasons to start a company. But there's only one good legitimate reason, and I think you know what it is; it's to change the world." - Phil Libin

Happy World Entrepreneurs' Day to all the innovators and business owners out there who are changing the world and making a difference! At Benchmark International, we're here to help you explore your business strategies and deliver desired results, so your company can continue to help others everyday. Check out our latest workshops and see if you'd like your business to be featured in the upcoming events we will be attending.

 

Valution Workshop

Join us in Columbus, Ohio, for a one-to-one Valuation Workshop tailored to help you understand the current value of your company. Sign up here.

 

AVCJ Private Equity & Venture Forum

On November 12th, 2019, Benchmark International will be attending the AVCJ Private Equity & Venture Forum in Hong Kong. If you are interested in being featured at this event,
click here.

 

We Are Ready When You Are.

It's never too late to explore your company's growth strategy and exit plan. The experts at Benchmark International are here to help with unique growth strategies for your company and begin your exit planning process.

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10 Facebook Pages About M&A To Follow

Benchmark International

@BenchmarkCorporate

Benchmark International is a leading worldwide M&A advisory firm that specializes in the lower to middle markets. On the company's Facebook page, you will find regularly updated news and information regarding the organization and its involvement in the world, as well as relevant topics and insightful articles regarding different industries, topics in M&A, and additional useful information for entrepreneurs, business owners, business buyers, and anyone eager to learn more about M&A.

 

M&A Leadership Council

@MALeadershipcouncil

The M&A Leadership Council is a global alliance of companies and experts in everything related to mergers & acquisitions, including best practices, training and certification, resources, and information about M&A companies. Their Facebook page offers a nice compilation of content that is relevant to people working in M&A, as well as CEOs and business owners, and it keeps followers updated on interesting events.  

 

The Middle Market

@themiddlemarket

This M&A-focused page offers breaking news, in-depth commentary, and helpful analysis about deal making in the burgeoning middle market. It is frequently updated with information regarding current deals that are being made or have been made, and articles that focus on other happenings in certain industries, as well as M&A events.

 

Entrepreneur

@EntMagazine

This popular publication caters specifically to entrepreneurs and topics relevant to them, offering tips, tools, and insider news to help businesses grow. Here you will find occasional articles regarding M&A news and insights mixed in with a wealth of other quality information that is relevant to business leaders.

 

Institute for Mergers, Acquisitions & Alliances

@imaa.institute

IMAA is a global, non-profit M&A think tank and educational provider. They offer M&A trainings and workshops for executives worldwide, and offer the only globally oriented M&A Certificate Program. Their Facebook page is frequently updated with information and coverage regarding their events, as well as news and opinions on M&A from around the world.

 

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Harvard Business Review

@HBR

Founded in 1922, Harvard Business Review promotes smart management thinking for business professionals worldwide through reliable insights and best practices, with the ultimate goal of making leadership more effective. Their Facebook content spans a myriad of business-related topics and news, including happenings in the world of M&A.

 

Morningstar, Inc. 

@MorningstarInc

With a mission to power investor success, Morningstar is a top provider of independent investment research in North America, Europe, Australia, and Asia. It provides data and research insights on a range of investment offerings, including managed investment products, publicly listed companies, private capital markets, and real-time global market data, and their Facebook page reflects these related topics.

 

Investopedia

@Investopedia

For 20 years, Investopedia has provided educational information on complex financial concepts, investing, and money management. While not exclusive to M&A, on their Facebook page you will find a variety of topics covered that are relevant to businesses of all types, stocks and the economy, including articles that delve into mergers, acquisitions, trends, and historical transactions.

 

CNBC International

@cnbcinternational

The self-proclaimed "home of all things money" network is a leading business and financial news organization that reports stories from around the world. Here you can access real-time market coverage and news related to careers, entrepreneurship, leadership, personal finance, and mergers and acquisitions.

 

Seeking Alpha

@Seekingalpha

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Contact one of our analysts if you are ready to start a conversation about M&A for your business.

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What Does Benchmark International Tell Clients in Terms of Timing Expectations?

Our seller clients know that we see quite a few offers come through every week, month, and year and they expect us to provide our input on the timeframes that are “market.” As this is a buyer-seller neutral point and a strong set of mutual expectations is productive to achieving a closing, we want to give you an idea as to what is happening on our side of the table.

Nobody is getting deals closed in less than 90 days.

Even well-funded, experienced buyers seem to require 90 to 120 days get from letter of intent (LOI) execution to close in the middle and lower-middle markets. 

A request for more than 120 days is exorbitant.

A third of a year is a long time to be off the market for an owner who is committed to selling their business.When the time comes, there may well be good reason to extend exclusivity but we know that our clients more often than not regret any grant of 120 days or thereabouts. We can work with them to set up specific grounds for extending exclusivity beyond 90 days where a situation warrants it, but blanket grants of 120 days, or even 90 days with a 30-day automatic extension, are something we highly discourage our clients from accepting.

Diligence should start quickly.

We encourage acquirers to use the offer letter to inform the seller about diligence timings, especially when the initial diligence list will be sent and, if possible, when the initial diligence visit will start. All too often, we see LOIs signed followed by a long pause in activity and that drastically alters our clients’ attitudes toward the buyer and the offer. We encourage or clients to have this expectation set at the time of signing and expect that there will not be a pause but rather an aggressive start, even if that start only covers a portion of the scope of the overall diligence effort. When this happens, we see diligence lists arriving within a week of signing and the first onsite (or the next face-to-face meeting) within three weeks of signing.  

 

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First drafts do not wait until the diligence is complete.

We understand that acquirers may not want to incur the cost of engaging counsel based solely on the information in the Confidential Information Memorandum and a meeting or two. But we also understand that waiting two months to engage counsel and get first drafts out does not lead to a high close rate. We all know that drafts can be sent “pending finalization of due diligence.” Our successful deal closings have the first drafts coming out within a month of LOI signing. Our clients know that if they have not seen a draft by then, the deal is not likely to close.  

The seller can really mess up the timeline.

Failure to provide prompt and complete responses to diligence requests, abnormal reservation of disclosure of “sensitive” issues until later in the process, going on vacation, or simply the lack of organized files are all things we have discussed with our clients prior to going to market (and again when the LOIs start to arrive). They know that they can be the problem when it comes to timing. 

But if the seller does not mess up the timing…

Our clients know that time kills all deals. And they know that if they have been prompt and thorough, and the LOI signing date is approaching triple-digit days in the rearview mirror, things are not going well. Our statistics show that few deals die in the first 100 days after signing and few deals close more than 100 days after signing. This is something we share with our clients—both to set their expectations and to motivate them to be prompt and complete. 

Questions should be responded to within three business days.

We instruct our clients that deals require momentum to close. Precisely when they are most exhausted by the process is when they must reply in an even more expedient manner. Being realistic, we feel that the seller owes the buyer responses to every question within three business days, even if the response is, “We are working on it. It’s been a bit difficult to get our hands on that data.” Similarly, we believe the acquirer should respond to the seller’s questions, and send their follow up questions, within three business days. Allowing sellers to feel that anything that has not yielded a follow up within those three days has a “soft close” around it and goes an immeasurable distance in keeping sellers motivated, focused, and responsive.  

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The Changing Landscape of Indemnification in U.S. Purchase Agreements

It has been very interesting to follow the changes in market norms for indemnification over the last two decades. As due diligence has escalated dramatically, especially in the U.S. lower-mid markets, over that time, indemnification terms have moved in equal measure in the opposite direction. It seems that acquirers believe that an ounce of prevention is worth a pound of cure. While this has significantly increased the time between signing a letter of intent and closing, it has also made the negotiation of the purchase agreements a bit simpler. First-time sellers—always attentive to post-closing liabilities—seem to be much more comfortable with the current market terms for indemnification than they did with those in practice at the turn of the millennium.

While Benchmark International does not provide legal advice to its clients (or to acquirers), we do rely on our viewing of hundreds of purchase agreements per year to offer our seller clients a perspective on what we see as the norms for their market. While this is a moving target, our insights have remained fairly constant for the last three or four years as follows:

  • We see indemnification for any item other than a fundamental representation being capped at between 10 and 20% of the non-contingent portion of the purchase price.
  • Acquirers are still alternating between both baskets and true deductibles. These are typically agreed at between one and two percent of the non-contingent portion of the purchase price with baskets being at the higher end and deductibles being at the lower end. These de minimis carve-outs are applied to fundamental representations in about half of all deals.
  • The obligations for everything but fundamental representations survive for between 12 and 24 months, with 18 months coming on strong as the mode.

 

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  • Fundamental representations are almost always capped at the entire purchase price and survive for very long periods such as seven years, until the expiration of the applicable statute of limitations, or indefinitely. This survival period is one deal point for which we would say there is no market norm at the moment.
  • The representations classified as fundamental have not changed much over the years: organization, capitalization, authority, no conflict, ownership of assets, brokers, environmental, tax, and ERISA.
  • Fraud continues to be treated like the fundamental representations.
  • We still see a few acquirers attempting to leave out the provision encapsulating the indemnification as the exclusive remedy. And we still see sellers’ counsel never allowing that to be absent in the final draft. Leaving it out of a first draft has become so rare that it is almost seen as painting outside the lines, poor sportsmanship, or the like by our clients’ counsel.
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Global Waste Management Outlook

The global waste management industry is expected to grow at a compound annual growth rate (CAGR) of 6% leading to 2025, with industry experts anticipating an overall value of $530 billion. An increase in environmental awareness, an increasing population, and a rise in urbanisation are all key to growth in the industry. Furthermore, implementation of stringent government norms towards dumping is anticipated to lead to further growth over the coming years. 

Where uncollected waste and dumping are impacting on health directly, this is expected to be another key factor leading to growth in the market. However, a lack of awareness and investment in developing countries is expected to hinder growth inthe industry inthose regions. With that being said, the general consensus is that the positive factors in the industry will exceed any negatives, hence the projected CAGR of 6%. Furthermore, emerging economies in Asia-Pacific, Latin America, Middle East, and Africa are contributing to growth in the industry through the implementation of solid waste management solutions, which will spread awareness in those regions and increase the number of regions developing them in the near future. 

Europe is expected to dominate the waste management market share over the coming years, owing to increases in favourable government initiatives, along with high-end technology adoption by management services. However, Asia is the region that is expected to drive the demand for waste management services, due to the presence of densely populated countries such as China and India where an increase in urban penetration is being witnessed. Moreover, as with Europe, government initiatives in the region are expected to increase the demand for waste management services.

 

Ready to explore your exit and growth options?

 

Key Industry Factors

  • In 1960 the United Nations found that the global urban population was just 34% revealing plenty of potential growth, last year that figure stood at 55%. Furthermore, estimates by the World Health Organization predict the figure to increase by approximately 1.84% every year until 2020, at a rate of about 1.63% per annum from 2020 to 2025, and around 1.44% per annum from 2025 to 2030. Naturally, as the urban population increases, the amount of waste being produced will also increase – in-fact the amount of municipal solid waste (MSW), a crucial by-product of urban lifestyle, is growing at an even higher rate than that of urbanisation.

 

  • The World Bank found that in 2016, the world’s largest cities generated 2 billion tonnes of solid waste, which amounts to a footprint of 0.74 kilograms per person, per day. With rapid global urbanisation, annual waste is expected to increase by 70% from 2016’s figure to 3.4 billion tonnes in 2050.

 

  • Increasing levels of environmental awareness regarding factors such as renewable waste management systems or rising carbon dioxide emissions are expected to lead to further growth opportunities in the industry. Businesses in the industry have been pivotal in ensuring as much MSW as possible is recycled and are conducting programs for non-hazardous industrial waste management to reduce pollution and mitigate environmental hazards. Moreover, untreated waste and dumping affect health directly and indirectly by spreading infectious diseases, thereby boosting the demand for waste management services. 

There are plenty of factors that give us reason to be confident about the future of the waste management industry. With no sign of urbanisation slowing down, waste management will continue to be an integral part of the global economy. 

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The Ultimate Checklist For Buying A Business

Acquiring an existing business can offer great advantages over starting a new business from scratch, especially if the target business is thriving and holds more opportunities for growth. When considering the purchase of a company, you should take certain steps so that you can be confident that you are minimizing your risk and making a smart move. Use this comprehensive checklist to help you ask the right questions and guide you through the process. 

 

☐ Is the Target Company Financially Healthy? 

This is a question you must ask yourself before considering anything else about the business. You will want to carefully comb through the business's financial statements for the past five years (at least) to identify if anything appears out of the ordinary and to assess how the numbers compare with standard performance in that sector. Also, request to see the tax returns for the same years. This will help you determine whether the owner has put personal expenses through the company books and give you a more complete picture of the company's actual value. You also will want to know if you will be taking on any existing debt, and exactly how much.

 

☐ Will You Be Able to Generate Cash Flow?

It is crucial that you know whether you will be able to generate cash flow immediately upon purchasing the business. If not, are you in a position to carry the business until that time comes? No matter how attractive the company may seem, you must ensure that you are not getting in over your head. Take a thorough look at sales records to assess past and future performance. You must also find out if any existing clients or customers are planning to part ways and what you can do to retain their business. 

 

☐ Does the Company Have a Good Reputation? 

Doing a quick Google search can reveal quite a bit about a business. You will want to see how the company is perceived in the world. Does it have a lot of negative reviews or bad press? Are there any customer complaints, and do you know how they were handled? Get a comprehensive look at the business's reputation because you are going to need to see if you have work to do in order to turn it around. This could include a complete rebranding and marketing effort, which costs money. 

 

☐ Have You Done Your Homework on the Staff?

When you acquire an existing business, you are also acquiring its management team and employees. You should know the skill levels and proficiencies of any staff you will be inheriting, and whether you are going to be faced with the task of replacing key staff members. Do all team members plan to stay with the company? Have they been made any promises by previous ownership that you will now be expected to fulfill? Is anyone retiring or planning to go on extended leave? Is anyone disgruntled about the sale? When you know the answers to these questions, you'll be best prepared to address any issues. 

 

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☐ What is the State of the Inventory?

If inventory is applicable to the business in question, everything should be itemized and given a carefully determined value. Will any inventory lose value with time, or only have a value at certain times of the year? Will it be adequately stocked for when you take over the company? When you are investing in a company, you're going to want to have everything you need on hand to generate revenue from its operation. 

 

☐ What is the State of the Physical Property?

First things first: you need to know if the business owns the property on which it resides or if there is a lease agreement in place. Then seek out answers to the following questions. What are the details of the lease and the reputation of the landlord? How much is the rent, and is it due to increase? Is the property in good condition, or is it in need of repair? If the business owns the property, what are the real estate taxes? Is the property able to accommodate any planned growth? Is it legally zoned? Is the location appropriate? Are you going to need to make changes, or find a new location altogether? This is an area where you cannot be too thorough. 

 

☐ Do You Have All the Legal Documents and Contracts?

This is another critical step in purchasing a business. You are going to need to have every last piece of paperwork that pertains to that business. This includes business licenses, copyright agreementspatentstrademarks, import and export permits, mining rights, real estate documents, etc. Basically, if something relates to the business in any way, you should have documentation of it. If the current owner has not kept good records, there is your first sign that you might want to think twice about moving forward with the acquisition. 

 

☐ What is the Condition of the Business's Equipment?

You should assess the condition of all office equipment, furniture, machinery, and vehicles used for the business. What is owned and what is leased? What are the items' lease or purchase details, and are there maintenance agreements in place? You should assess the condition of all equipment to determine if anything will need to be replaced because this will be a factor in the purchase price of the business.

 

☐ Are You Familiar With the Business's Suppliers?

This is important because suppliers can have a significant impact on how reliable your business is able to run. You want to ensure that they are established and committed to providing superior quality and service. Find out if they fill orders on time and meet their obligations. Look into any contracts that are in place, so you understand the relationship. You also will want to ask if there are any expected price increases or factors that may impact the existing arrangement.

 

☐ Contact Benchmark International 

If you are looking to buy a business, we represent highly motivated sellers in the lower-middle and middle market that may be the perfect fit for you. Contact one of our experts to discuss how we can help with target company searches. 

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Do you want to be Featured at the AVCJ Private Equity & Venture Forum in Hong Kong?

On the 12th November 2019 Benchmark International will be attending the AVCJ Private Equity & Venture Forum at the Four Seasons Hotel in Hong Kong.

The AVCJ Forum is widely recognised as the private equity industry’s ‘must attend’ event in Asia, and one of the industry’s leading events globally. It is both the world’s largest Asia-focused private equity conference, and the largest gathering of institutional investors/private equity LPs in Asia. It involves insightful presentations, thought-provoking discussions and networking opportunities with over 1,150 senior professionals.

Benchmark International is the only corporate financier to exhibit at the event, helping to promote its exclusive opportunities on a worldwide level.

Do you want to be featured and showcased in front of leading dealmakers? 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.

Schedule A Call

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Global Printing Industry Outlook

The global print market is shrinking in volume but growing in value. Output measured in billions of A4 prints was 49,973 back in 2014 but is forecast to decline very slightly to 49,654 by 2024. In value terms, print output is expected to grow from a total of $767.4 billion in 2014 to $862.7 billion in 2024 – a CAGR of 1.18%.

The role and dynamics of the print industry are changing, with the main factor being the impact of the internet and mobile connectivity on the way both businesses and individuals communicate and access information. This affects every segment of the traditional printing business, changing expectations of what is acceptable to speed, relevance, and degree of interactivity of data, irrespective of the medium used.

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Benchmark International's Three Key Philosophies for Getting Deals Done

As we work exclusively in the mid and lower-mid markets, we see many deals succeed, and some wither. In an effort to have more of the former and less of the latter, we would like to share our core philosophies with the belief that helping you understand them will make working with us a more rewarding experience.


1. Time kills all deals.

Prudent and deliberate action are certainly also key aspects of getting deals closed but, in our experience, neither buyers nor sellers are inclined to be under-prudent or lacking deliberateness. Rather, unexplained and avoidable delays tend to stack up between the first meeting and the closing. Each delay shaves off a small percentage from the probability of closing. There are enough legitimate delays in the M&A process. When we see one that can be avoided, we will step in and attempt to get the ball rolling once again.

 

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2. Transparency is the best antiseptic.

We’ve seen too many deals die because one side or the other has hidden something until it is too late. Long before you meet our clients, we will have already guided them on the value of releasing the troubling issues they might have at the earliest opportunity. Hopefully, you will already have seen some of this in our Confidential Information Memorandums. We lean forward into these issues because we believe that the sooner they are addressed, the more solutions there are, and the less likely anyone is to feel hoodwinked. We hope you’ll feel the same way with your own challenges (for example, lining up debt financing) as well as any you may see with our clients.


3. The emotional must be covered as well as the financial.

This may be somewhat unique to our clients as our process appeals to a certain owner type. As you probably know, we specialize in closely-held and owner-operated businesses. Nowhere is it more true that “every business is a family business.” Our clients have typically had 20- to 30-year relationships with their businesses and often equate the sale process to sending their son or daughter off to college. When we work with acquirers that understand the effects of this fact pattern, we see a much higher level of success. In fact, we have built our teams, our process, and our engagements around it. We will be more than happy to help you deal with this interesting aspect of our clients. Please just ask.

 

Author
Clinton Johnston
Managing Partner
Benchmark International

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

 

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Benchmark International Facilitated the Transaction of RoseMill Packaging Resources, LLC to Conner Industries, Inc.

Benchmark International has successfully facilitated the transaction of RoseMill Packaging Resources, LLC to Conner Industries, Inc.

RoseMill Packaging Resources, LLC (“RoseMill”) is a custom packaging company located in Lewisburg, TN.  Established in 2006, RoseMill specializes in the manufacturing and assembly of packaging materials for finished goods. They offer corrugate pallets, corrugate assembly, foam assembly, and additional packaging and warehousing resources.

Now former owners Mike Rose, VP of Sales, and Spencer Miller, VP of Operations, will continue in their roles as they help transition and integrate RoseMill into the Conner family.

In reference to the transaction, Mike Rose commented, “From the onset of discussions with Benchmark, we expressed our desire to find a good fit for the acquisition of RoseMill. We wanted to ensure job security for our employees as well as a continued high level of service, quality, and innovation for our customers. The Benchmark Nashville office was able to find the perfect company, Conner Industries, that had the same desires as us for the long-term success of the RoseMill facility.  We are happy to be a part of the Conner Industries family and thank Benchmark Nashville for their efforts in helping us close this transaction.” 

 

Ready to explore your exit and growth options?

 

Conner Industries, Inc (“Conner”), is headquartered in Ft. Worth, TX, and is a leading provider of industrial wood and packaging solutions in the United States. Conner specializes in supplying cut lumber (softwoods, hardwoods, and panel products) needed for pallets, crates, and skid parts, as well as fully assembled custom pallets, crates, and industrial containers. 

Conner has 10+ locations across the Midwestern and Southeastern US and serves customers nationwide.

CEO of Conner Industries, David Dixon stated, “As a buyer, I enjoyed working with Robert at Benchmark who helped keep the deal on track despite some of the matters that we were faced with. He worked diligently to help explain the matters to both sides and worked with both the buyer and the seller on viable solutions.”

Director from Benchmark International, Robert West, added, “Working with Mike and Spencer was very rewarding around.  Our entire team was very heavily invested in a successful outcome for RoseMill from the time we were engaged.  What we found in Conner is not only a great deal economically for our client, but a great cultural fit to ensure the legacy of RoseMill continues on.  We’re excited for Mike, Spencer, and Conner Industries, and look forward to hearing of their future successes.”

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A Trip Back in Time: M&A 20 Years Ago

The year was 1999. The world was transforming thanks to new technologies, and society was bracing for what Y2K and the millennium bug might bring. The popularity of the Internet was skyrocketing, and home computers were becoming a necessity rather than a luxury. Napster, Blackberry, Tivo, and Bluetooth were introduced. The "Melissa" E-mail Virus infected millions of computers and caused more than $80 million in damage globally. The Euro currency was established in 11 countries. The cost of a gallon of gas was $1.22. Bill Gates became the wealthiest man on earth, and Jeff Bezos was named Time Person of the Year. But what about the world of mergers and acquisitions twenty years ago?

1999 M&A in Review

The year 1999 was known as the year of the hostile deal. Strategic refocusing of companies was at an all-time high. Companies were motivated to act quickly to fend off larger rivals. The philosophy was that the bigger a company became, the more dominant it would be in the market.

  • Total worldwide mergers and acquisitions grew from $286.9 billion in 1991 to $3.2 trillion in 1999, with a total of 24,436 transactions that year.
  • Also in 1999, worldwide hostile deals reached more than $473 billion in dollar volume representing more than 14% of all announced worldwide deal value.
  • There were 9,192 M&A transactions valued at $1.4 trillion in the U.S alone, including 15 hostile deals valued at $112.7 billion.
  • Deals valued at over a billion dollars increased from 13 in 1991 to 194 in 1999.
  • There were 47 transactions valued at more than $10 billion worldwide in 1999.

 

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Making M&A History

Several of the biggest M&A deals in history took place in the years 1999 and 2000.

  • Vodafone AirTouch of Britain negotiated the hostile $183 billion merger of Mannesmann of Germany. This all-stock transaction set a record for a corporate takeover.
  • Also in 1999, Exxon and Mobil merged to become an energy industry superpower.
  • In January of 2000, America Online's announced the $165 billion purchase of Time Warner.
  • The same year, Pfizer acquired Warner-Lambert for $90 million, creating the second-largest drug company in the world.

These four deals are among the world's largest mergers of all time. 

Tech & Communications Revolution

The years of the mid to late 1990s were an economic game-changer. The tech and communications revolution certainly had a major impact on M&A activity. It stimulated the globalization of markets by improving cross-border communications and transactions, and it enhanced capabilities in modeling cash flows and structuring transaction scenarios. It also resulted in a boom in new business launches and the reimagining of established businesses.

1999 was the height of the Information Age, and the dot-com tech bubble was fatter than ever. Markets were booming. Dot-com startups were going public. Online shopping was becoming an actual thing. People were quitting their jobs to engage in full-time day trading and personal investing. We saw the rising popularity of online companies such as eBay, Amazon, Yahoo!, AOL, Match.com, and WebMD.

Of course, the bubble burst, leading to the early 2000s recession. Many online companies went under, and other major corporations lost a large portion of their market cap. Pets.com lost a whopping $1.75 trillion in value only nine months after its IPO.

Unfortunately, the dot-com crash also led to the telecoms market crash of 2001. Telecom providers over-invested in their networks, and mobile phone companies overspent on 3G licenses. The high levels of infrastructure investments were out of proportion to cash flow, and increased competition led many telecoms providers to slash prices for services, especially in the European market. Within one year, 100,000 jobs were lost in telecoms support and development across Europe.

Now vs. Then

The recession in the early 2000s cooled M&A activity for obvious reasons. The good news is that 2019 has actually been the most dynamic year for M&A activity since the year 2000, driven by a surge in North American deals. CEO confidence is on the rise, and investors are showing a willingness to take risks.

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Benchmark International has Successfully Facilitated the Transaction Between Flipfile Limited and BDS Office Limited

Benchmark International is pleased to announce the transaction between Exeter-based school stationery supplier, Flipfile, and Wick-based stationery supplier, BDS Office.

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How & When To Explain To Your Employees That You Are Selling Your Business

You’ve decided to sell your company, but when is the right time to tell your employees? And what is the right way to tell them? The conversation may not be easy, but if you follow a few simple guidelines, you can ensure that you handle it to the best of your ability.

Have a Plan

You should already have an exit strategy in place when you are selling your business, but that is your own personal exit plan. You should also think about how the process will affect employees. Develop a clear timeline of how you expect the deal to progress and when you will meet with your staff about it. You do not want to come across as confused and unsure about the process. The more confident you are in explaining it, the more confident they will be about it being a good plan for them as well. You may also want to consider when to introduce the new owner. By having the staff meet the new boss, you can dispel a great deal of anxiety. The best time to do this is AFTER the deal is done, in the event that the deal falls through. Otherwise, you are introducing them to someone irrelevant, adding confusion and instability. 

Wait Until the Deal is Done

It can be tempting to share your plans with employees early in the process. But if you disclose your plans too soon, you are opening yourself up to risks that can tank a deal. Employees can get scared into finding another job. Vendors and clients can get nervous and jump ship. These are all scenarios that are not in your best interest, as the health of your business is an essential aspect of a sale. By waiting until a deal is in place, you can avoid telling your employees false information when things are still subject to change.

 

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Tell Management First

Depending on the size of your business, you will likely want to inform key management before telling anyone else in the organization. They are going to need to fully understand the transition because you are going to need their support. They can help you maintain clarity when employees go to them with questions. If management is clear on what is going to happen, they can keep employees calm and properly informed.

Be Accessible

Once you’ve made the announcement, you must remain proactive in answering employees’ questions. It can also be important that they hear any news directly from you versus rumors around the water cooler.

Provide Written Communication

By creating a document that outlines pertinent points about the deal and the transition, employees can reference it following the announcement if they do not recall something. It also provides them with something concrete so that you are not leaving details up to their imagination.

Do Not Overpromise

Once you sell the company, you will no longer have control over what happens in the day-to-day business operations. It is important to express to your employees that you care about their futures and that you took the proper steps of protecting them when brokering the deal with the new owner. However, you want to avoid making promises that you will not be around to honor.

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Benchmark International Has Facilitated The Transaction Of Lovett & Tharpe To LTI International

 

Benchmark International has facilitated the sale of Lovett & Tharpe, Inc. to LTI International, LLC.

Lovett & Tharpe has been in business for more than 85 years, serving the needs of over 500 farm equipment dealers in the Southeast. Lovett & Tharpe distributes the product lines of more than 30 different manufacturers worldwide. Lovett & Tharpe operates from a 72,000 square foot warehouse in Dublin, GA.

Eddie Herrin, President of Lovett & Tharpe, stated, “The Benchmark International team facilitated the sale of my business from the earliest stages of marketing through the final agreement and completion of the deal. They acted in a courteous and professional manner and provided the insights and assistance I needed as a first-time seller. I would highly recommend Benchmark International to anyone considering the sale of their business!”

LTI companies offer procurement and distribution of specialized agricultural, industrial, hotel, construction and truck equipment, and spare parts. With over three decades of experience in procurement services and a team of seasoned industry veterans, LTI is a premier supplier to the US, Caribbean, and Latin-American marketplaces. LTI is a Georgia limited liability company with operations in Orlando, FL.

Benchmark International Director Leo Vanderschuur stated, “It was a pleasure to represent Eddie and Lovett & Tharpe in this transaction. Throughout the process, Eddie was exceptionally responsive, diligent, and professional. This acquisition represents a tremendous opportunity for both businesses and their teams to strategically accelerate the rate of profitable growth. On behalf of the numerous Benchmark International personnel that worked on this opportunity, we congratulate both teams on reaching this goal.”

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Benchmark International has Successfully Facilitated the Transaction Between Elastomer Engineering Limited and Dexine Leyland Rubber Technology Limited

Benchmark International is pleased to announce the transaction between bespoke rubber products engineer, Elastomer Engineering, and Lancashire-based manufacturer of niche rubber products for engineering and industrial applications, Dexine Leyland Rubber Technology (DLRT).

Family-owned business Elastomer Engineering has extensive expertise in polymer science and manufacturing technology, including a range of proprietary products sold into the oil & gas and defence sectors.

DLRT is a leading manufacturer of elastomeric products and components for industrial and engineering uses. The company specialises in the design and manufacture of complex products and offers a range of rubber compounds with properties such as oil and fire resistance and vibration damping.

Working in the same sectors as Elastomer Engineering, the acquisition allows for the two companies to sell an extensive product range into these sectors.

Do you have an exit or growth strategy in place?

The acquisition also provides DLRT the opportunity to acquire a portfolio of significant intellectual property, along with a wide range of specialist equipment designed for high value precision moulding. With DLRT’s assets, this constitutes greatly enhanced product development and manufacturing capabilities for both businesses.

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5 Things Sellers Wish They Had Known Before Selling Their Business

You’ve decided to sell your business. Congratulations! Whether you are retiring, looking to embark on a new business adventure, or wanting to hand off the reins and take a different role in the company, the process of selling a business can be a trying one without the correct preparation and support. Fortunately for you, you can learn from other entrepreneurs who have been in your shoes and have shared the five things that they wish they had known before selling their business.

1) Neglecting to perform pre-transaction wealth planning can result in you potentially leaving a lot of money on the table. Before you sell, consider your family members’ wishes and concerns. Communicating with family members before the sale can help ensure smooth sailing through the deal negotiations. Effective tax-planning to support family members’ needs, philanthropic plans, or creating family trusts can help increase the value gained from the transaction.

2) Don’t underestimate the importance of a good cultural fit with a buyer. While the price is always at the forefront of a sellers’ mind, cultural fit can mistakenly be pushed to the back burner. One of the many things that you have worked hard to create in your business is the employee culture. Most likely, you want to see the close-knit “family” that you have built continue when you are no longer working there. Benchmark International understands that and will help you find that partner. We remain committed along with you to your goal of finding a buyer who will carry on your legacy.

 

Ready to explore your exit and growth options?

3) Skimping on your marketing materials does not pay off in the long run. With confidentiality being of the utmost importance, how can you engage buyers without them knowing who you are? Preparing a high-quality, 1-2 page teaser that provides an anonymous profile of your business is the tool used to locate a buyer confidentially. This is followed by the Information Memorandum, with an NDA that is put in place for your protection. Benchmark International will prepare these high-quality documents and put your mind at ease.

4) Sellers wish they had known how detail-oriented the process would be, how many documents would be needed, and how labor-intensive each phase would be. One of the most crucial pieces of advice that the majority of sellers wish they had known is that you need to have a team. Sellers need to continue running their business as they were before, or operations can really start to slow. The last thing you want is for the value of your company to take a nosedive because you are investing all of your time into a transaction. With the team at Benchmark International as your partner dedicated to the M&A process, you will be free to continue to focus on the growth and operations of your business. We will handle the details for you.

5) Finding a like-minded partner can give a seller a false sense of security that the transition from two companies to one will be easy. You need a trusted advisor that will help you navigate the complexities of integration, giving you insight on some of the other intangibles that need to be negotiated. Those intangibles include the details of your role after the sale, employment contracts, earnouts, etc. With Benchmark International’s vast knowledge and experience in M&A deals, we know what is usual and customary to request throughout the negotiation process and will bring more value to your transaction.

Congratulations again, this is an exciting time for you! With the right partner, it can be a smooth and profitable process as well. Benchmark International has a team of specialists that arrange these types of deals every day. We can answer your questions and help you determine what is best for you, your business, and your exit plan. A simple phone call or email to us can start the process today and move you one step closer to accomplishing your goals.

 

Author
Amy Alonso 
Associate
Benchmark International

T: +1 615 924 8522
E: alonso@benchmarkcorporate.com

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South Africa's Private Equity Scales New Heights

Benchmark International’s South African office was proud to attend the unveiling of this year’s private equity survey conducted by the South African Venture Capital Association (SAVCA).

Once again, private equity in South Africa has demonstrated the robust nature of the local market by posting a significant increase in investment activity in 2018.

The survey reports the value of new and follow-on investments has reached R35.4 billion, more than double the annual average of R15.2 billion posted over the past decade.

The research has further revealed that Southern Africa’s private equity industry (comprising both government and private funds) boasted R171 billion in funds under management (FUM) as of 31 December 2018.

More pointedly, the facts allude to a significant spike in trade sales, which were the most popular transaction, equating to a value of R5.6 billion in the past calendar year.

This further solidifies the dynamic reputation of the local mid-market sector of the economy and bodes well for the near and mid-term investment cycle for South African business owners looking to grow, transform, or exit their businesses.

Additional key takeaways from the survey include:

  • R171 billion in funds under management (FUM)
  •  R12.8 billion was raised in 2018
  • 55. 5% of the funds have been earmarked for South African investments
  • Real estate comprised 15% of the value of all unrealized investments at 31 December 2018, with manufacturing and retail accounting for 11.6% and 10.8%, respectively
  •  Average investment deal size increased to R43.3 million during 2018, from R41.5 million during 2017

To obtain the survey results, SAVCA, along with its research partner Deloitte, surveyed 47 managers, representing 82 funds, with a mandate to invest in South Africa and in other African markets.

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Where Will Lower-middle Market M&A Be In A Year From Now?

The Current Market

The lower-middle market has remained positive for sellers in 2019, thanks to an abundance of buyers that are giving sellers the leverage to demand favorable terms. Most business sectors are seeing strong profits, and the bullish optimism of large-cap investors has spilled over into lower and middle markets. This has resulted in heightened interest and aggressive valuation and buying from private equity firms.

There are several patterns have carried over into 2019 from a very active year in 2018.

• M&A activity has been especially strong in the healthcare and technology industries.

• Acquisitions remain a popular strategy for companies needing talent to keep up with growth.

Buy-and-build strategies are proven to be working.

• Emerging markets are being attractively valued, especially in the Asia Pacific region.

• Competition for high-quality targets is intense, particularly for businesses that are owned by the rapidly growing retiring population.

• Small business confidence is strong, resulting in increased investment by owners.

What Lies Ahead

The world faces potential changes in the political landscape as the United States 2020 presidential election nears, Britain is under new leadership through the Brexit transition, and the global economy navigates significant political unknowns in the wake of trade deals and tariffs. However, the United States election takes place near the end of 2020, which could possibly stave off any significant effects on the economy until the year 2021.

 

Ready to explore your exit and growth options?

While no one can ever be certain what the future holds, we still see the benefits of a strong year midway through 2019, yet the lower-middle market has the potential to become more complicated in 2020. The current bullish market is strong but is expected to lose momentum based on the average amount of time that historical highs have been proven that they can be sustained. Many experts warn of a downturn in the economy next year, predicting that a recession is looming. In contrast, some experts expect M&A activity to remain robust regardless of the economy.

Obviously, uncertainty in the marketplace can impede M&A activity. But a recession does not necessarily mean that selling will be impossible. The variables that drive lower-middle market M&A include:

• Lending capacity: The less money a buyer can borrow, the less money they may want to spend.

• Cost of capital: The cheaper a buyer can borrow, the more money they may want to spend.

• Buyer access to equity capital: Strong profits and surplus cash motivate activity.

• Supply and demand for deals: Aging populations entering retirement and business succession plans, strategic buyers focusing on growth, etc.

In the lower-middle market, buyers and lenders both tend to stay much more disciplined regarding their willingness to lend, cost at which they lend, and returns they target. Buyers will be seeking targets with stability, limited cyclical exposure, a business model with recurring revenue, and a history of performing well through a recession.

Should You Sell Now?

The good news is that there is still time before a possible slump in activity and optimism. If you are looking to sell your business, you may have another 12 to 18 months to benefit from the premiums today’s sellers are getting. Keep in mind; it does not mean that after this time is over, you will not be able to sell. Companies are always looking to grow through acquisitions, and the market is always changing. You do not need to feel completely discouraged by any economic slowdown.

Consider how long you are willing to wait to sell your business if the market were to drop. If you do not plan to sell within around five years or more, you can wait patiently for the next market rebound. But if you are determined to sell in the next couple of years, it may be wise to get serious about your exit strategy while conditions are still favorable. Think about what is right for you, your business, and your family when deciding when to make a move.

Contact Us

Our business acquisition experts at Benchmark International can offer exit planning advice and help you plan a solid transition for your company. We will use all the tools at our disposal to get you the maximum selling price while preserving your vision for the future. We can also help if you are looking to buy a business. Contact us today.

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15 Smart Tips On Exit Planning

15. Decide the Company's Future

Before planning your exit strategy, you must decide the future course for your business. Do you plan to sell outright? Would you prefer that the company stay within family ownership? Do you want to retain a percentage stake in the company? Is there an employee that you would want to take over? Could a merger or an acquisition be the best move? This is a key decision to consider before embarking on your exit plan.

14. Set a Date

It's never too early to think about when you plan to retire. This need not be an exact date on the calendar, but you should establish a ballpark timeframe that you would like to put the wheels in motion for your exit. Having an idea of the timing will help you get the process started at the right time, whether it's two years from now or 20 years down the road, especially because most transactions take time.

13. Plan for Continuity

If your business will be changing hands when you retire, you should have a solid plan in place for maintaining the continuity of the company's operation. Both employees and customers alike will need to feel that the future is secure, and you should be able to reassure them through a clear strategy for the transition.

12. Use Diversity to Minimize Risk

The more diversity you have in your client and supplier bases, the more attractive and less precarious your business will be to potential buyers. They are going to need to have confidence that the business can grow, rather than falling apart if the sale results in the loss of one or two key clients.

11. Think Big Picture

It is not uncommon for a business owner to get wrapped up in the day-to-day details of running the company to the point where they lose sight of the bigger picture. It is a good idea to take a step back and consider where you want your business to be in the future, how you plan to get it there, and when your exit fits into that plan.

 

Ready to explore your exit and growth options?

 

10. Create Your Dream Team

Having a strong management team in place is crucial to any successful exit strategy. Whoever is taking the reins is going to be a significant factor whether you are selling the business to an outside party or bequeathing it to family or an employee. It will also help you rest easier about leaving the company in someone else's hands.

9. Get Your Financials in Order

Before you can broker a sale or transfer ownership or control, you will need to organize financial statements, valuation data, and other important documents about the business. If you are planning to sell, buyers will expect to see thorough documentation about the business operations, profits, losses, projections, liabilities, contracts, real estate agreements (pretty much anything and everything regarding the company).

8. Know Your Target

If you plan to sell your company, you are obviously going to want a buyer who has the financial capacity to take on your business. But money is not the only thing that you should be seeking. You want a buyer who shares your values and your vision for the company. They also should possess the right skill set to maintain the company's success and even grow that success. You should not waste your time with a prospective buyer that doesn't have the chops to take the business in the right direction.

7. Always Listen

Even if you feel it is too soon to sell and someone is reaching out to you, it is always wise to hear him or her out. It could result in a meaningful relationship that can be beneficial in the future. They could also reveal some things about your company that you have not yet considered, sparking new ideas and opportunities in the realm of business acquisitions.

6. Devise Practical Earn-outs

If you plan on getting additional payment as part of the sale of your business based on the achievement of certain performance metrics, be realistic about setting these goals. Falling short of these targets can result in less money for you and enhanced leverage for the buyer.

5. Get Your Tech in Order

Today nearly everything is powered by technology. You use it to help you get organized, but you also run the risk of letting things fall through the cracks. Think about all the logins and passwords that give you access to things that run the business. Establish a plan to streamline your tech while keeping it secure for a transition in management. There are enterprise cyber-security management solutions that can assist with these matters.

4. Know Your Number

Have you asked yourself, "What is my business worth?" When you understand the precise valuation of your business, you will be able to ascertain the difference between a fair sale and a bad deal, and get the money you deserve. This includes a company analysis married with a market analysis. You should enlist the help of an M&A expert to determine the valuation of your business accurately. It is worth it to ensure that you get your maximum value.

Feeling unfulfilled? Explore your options...

 

3. Put it on Paper

Having the proper paperwork drawn up for legal purposes is important in the event that something were to happen to you so that you can convey your plans and wishes for the business. The task of creating this safety net will also help you plan more clearly for the future. Sometimes there are details you may overlook until you go to put it all on paper. You should outline your plan and make sure any necessary signatures are on file.

2. Assess the Market

Markets fluctuate and can change at any given time. But if you carefully evaluate your industry's outlook and growth projections, you can time your exit strategy for when you can get the most value for your company. If the outlook is not trending toward optimism, you can take the time to consider how you can bolster the value of your business and make it more desirable in the future.

1. Partner With an Advisor

Valuating and selling a company is not easy. Neither is planning an exit strategy. Seeking the help of experts such as an M&A advisory firm can take an enormous weight off of your shoulders. It can also ensure that the exit process goes smoothly, stays on track, and achieves your specific objectives for both you and the company.

Benchmark International can help you establish your exit strategy and broker the sale of your company so that you get every last penny that you are worth. Call us to get the process started. Even if you are not 100% sure that you are ready to plan your exit, we can help you devise strategies to grow your business in the meantime.

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Selling Your Business: Expectations vs. Reality

When business owners begin the process of selling their business, they may have expectations about the sale process. These expectations can be based on what they have read, what their friends have told them, and what their own needs are. However, the reality of selling a business can be very different from the expectations.

Timing

Sellers tend to think that a buyer will appear at their doorstep ready to transact a deal when, in reality, that is not the case. The sale of a business is a very time-consuming process. M&A transactions can take anywhere from 6 months to a few years to complete, pulling a seller away from the company, which can affect the financial performance and valuation of the business. Hiring an M&A advisor can help take some of the time burdens off of the seller.

Buyers

In our experience, it never surprises us who the buyer is at the end of the day. However, many sellers believe that their perfect buyer is international or a larger company. Again, this is not the reality of it. The ideal buyer may be right down the street or even a member of the seller's management team. When considering selling a business, a business owner needs to seek an advisor or sale process which will provide them with options when it comes to buyers. Not only does this drive up valuations, but it also allows the seller to choose the buyer that is the best fit for their company.

 

Ready to explore your exit and growth options?

Business Condition

Sellers often assume that their business needs to be in the perfect shape to sell it. Sellers will typically share that they want their business to show year over year growth or a more diversified customer base. While these changes might make the business more attractive to the market, buyers buy companies for different reasons. For example, if a buyer is seeking to acquire a company to gain a relationship with a particular company, then that buyer will see a concentrated customer base as a good thing. Also, sellers will work hard to groom their business and miss out on opportunities within the open market. They work for years to grow their business, only to have the market shift and have their business not gain any additional value. The best tie to sell a business is now. We understand what's going on in the market, both from a micro and macro level, and we are not trying to predict the future.


Answer to Questions

The sale process can be very nerve-racking for sellers because of the unknowns. Sellers often expect their advisors and or buyer will be able to answer all of their questions. However, this is not the case. The sale process is just that, a process. Business owners need to go through the process to discover all the answers to their questions. Buyers are eager to get sellers comfortable with deals, integrations, and any other areas of concern for sellers. An M&A Advisor will be able to guide sellers on when they should have answers to their questions. If the answers are unknown, the M&A advisor can help guide the seller to provide comfort based on the advisor's experience.


Deal Structure

A lot of sellers assume that the majority of deals are structured as all cash transactions. All cash transactions mean when the sale closes, the seller will receive his or her money, and the buyer gets the key to the operations, allowing the seller to leave immediately. However, this scenario is a rare occurrence. Typically, a seller is required to remain with the company for 3-5 years to help with transitioning the business. Sellers in lower middle market deals tend to be critical to their company because processes are rarely formalized, and the relationships that sellers hold are key. Given the time frame for a transaction, the buyer will want to incentivize the seller to remain motivated post-closing. To achieve this goal, the buyer will want to structure the deal so that the seller has an interest in the smooth transfer and future success of the business.

 

Author
Kendall Stafford  
Managing Partner
Benchmark International

T: +1 512 347 2000
E: Stafford@benchmarkcorporate.com

 

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Should You Hire An M&A Advisor To Sell Your Business?

That’s an easy answer. YES! You absolutely should hire an M&A advisor to sell your business. Here’s why.

It’s Not Easy

The process of selling a company is guaranteed to be complicated. While an accomplished attorney or accountant can help, you are going to need a true expert intermediary to handle the entire venture if you are serious about selling and getting the best possible deal.

Consider the seemingly endless amount of work that needs to be done.

• Data and documentation must be produced and organized, stretching back several years to a decade. This is going to include financials, vendors, contracts, and so much more. Do not underestimate how overwhelming the paperwork will be.

• Potential buyers will need to be identified and vetted. A good M&A advisor has access to connections and a knowledge base that you would otherwise never have, opening up an entirely new realm of potential buyers. This process will include a fair share of phone calls, emails, and face-to-face meetings, all of which add up to be very time-consuming.

• You are going to need an experienced negotiator that knows how to maximize your business value and lay the groundwork for getting you what you want. This means knowing how to push a deal forward while providing you with peace of mind that things are on the right track. This also means creating a competitive bidding landscape.

Get Peace of Mind

Selling your business is not a process that should be taken lightly. Countless decisions will need to be made. Consider the reality of what is going to be required and embrace the fact that you cannot shoulder the burden and run your company. Make sure you can sleep at night. Find an M&A advisor that will find you the right buyer, deal with the minutiae, and get the job done—all while sharing your vision for the company, as well as your exit strategy.

They Can Get You More Money

It is also important to note that an M&A advisor is more likely to get you more money. Research shows that private sellers receive significantly higher acquisition premiums when they retain advisors, in the range of six to 25%. Additional research shows that 84% of mid-market business owners who hired an M&A advisor reported that the final sale price for their business was equal to or higher than the initial sale price estimate provided. After all, they know how to value a company properly.

Another benefit of having an M&A advisor is that it shows buyers that you are a serious seller. As a result, hiring an M&A advisor can help drive up your company valuation and get you more favorable terms.

Ready to explore your exit and growth options?

What to Look for in an M&A Advisor

Enlisting the guidance of the wrong advisor can be disastrous. The last thing you want is to end up in negotiations with someone who does not have your wants and needs in mind at all times. Even worse, they can slow down the process and cost you a fortune. When making this decision, know what to look for:

• You want an advisor that understands you, your company, and what you expect to achieve from the sale.

• Consider their experience in your sector, as well as their geographic connections, and how that can work for your business. Global connections are especially helpful. And do they usually work with businesses that are around the same size as yours?

• They will adequately prepare you and manage your expectations.

• They will work diligently to find the RIGHT buyer, not just the easiest or the richest.

• They should be honest, and you should trust them because they have demonstrated that they are worthy of it.

• Their track record will speak for itself. A quality business acquisition advisor is going to have a proven reputation, client testimonials, credentials, and accolades.

• Also, ask if they use any proprietary technologies or databases and how it helps them gain insight into specific industries.

Take your time in evaluating potential advisors. A good firm will patiently accommodate your process. You are going to be working closely with them through a grueling journey, so you will want to feel comfortable with their team and confident that they will work around the clock to get you the most favorable results possible.

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6 Books About Growing A Business That You Should Read

Growing a Business

By Paul Hawken

In this book, Paul Hawken explains how a successful business is an expression of the individual behind it, along with practical advice, common sense, and down-to-earth ideas. Even though it was written 30 years ago, it remains an excellent and very relevant read, backed by the fact that the author’s own companies are still successful after all these years.

 

Organizational Physics - The Science of Growing a Business 

By Lex Sisney

The author of this book spent more than a decade leading and coaching high-growth technology companies. In his work, he discovered that companies that thrive do so in accordance with six universal principles. The book covers a blend of important business and entrepreneurial topics in a manner that stands out from other business books.

 

Profit First: Transform Your Business from a Cash-Eating Monster to a Money-Making Machine

By Mike Michalowicz

In this book, the author offers principles to simplify accounting and easily manage a business through analysis of bank account balances. The theory is that a small, profitable business can be more valuable than a large business surviving on its top line, and those that achieve early and sustained profitability have a better chance of maintaining long-term growth.

 

Ready to explore your exit and growth options?

 

Explosive Growth: A Few Things I Learned While Growing To 100 Million Users - And Losing $78 Million

By Cliff Lerner

This best seller provides step-by-step instructions, case studies and proven tactics on how to explode business growth. It reveals the detailed growth frameworks that propelled the author’s small online dating startup to grow to 100 million users while coupling humorous storytelling with concrete examples.

 

Traction: How Any Startup Can Achieve Explosive Customer Growth

By Gabriel Weinberg

Traction is based on interviews with more than 40 successful business founders about their real-life successes. It covers 19 channels that can be used to gain traction for a business, and how to select the best ones for your company. The book discusses topics such as targeted media coverage, effective email marketing strategy, and online search optimization.  

 

Growing Influence: A Story of How to Lead with Character, Expertise, and Impact

By Ron Price and Stacy Ennis

Growing Influence is packed with relatable human experiences and practical advice on developing the right leadership skills. It chronicles two main characters’ growth as they applied the principles in the book, mixing solid business advice with a novel that is fresh, timely and inspiring.

 

Ready to Grow Your Business?

Contact us for help with unique growth strategies for your company and how we can partner for your successful future.

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Global Oil & Gas Industry Outlook

The global oil and gas industry is expected to remain relatively stable in 2019, even amid oversupply risks and volatile pricing, as oil demand continues to increase. Oil usage is expected to grow by more than 3.5 million barrels per day.

 Key Industry Trends for 2019

  • Natural gas remains a major player as a generator of lower-carbon power, especially in North America. Over the next decade, it is expected to surpass coal to become the second-largest source of fuel worldwide.
  • China and India are leading the way in overall energy demand growth. India is projected to have the largest additional oil demand and fastest growth through 2040.
  • U.S. sanctions on top exporters such as Iran and Venezuela continue to affect the global oil industry, as a retraction in the oil supply leads to inflated global oil prices.
  • Improvements in infrastructure are becoming more critical because production and the physical ability to move products directly impacts pricing.
  • The oil and gas pipeline market is predicted to grow at more than 6% by 2024.
  • Sustainability is becoming a more central issue as renewable energy draws more investment from oil companies, and both consumers and companies wish to mitigate methane emissions.
  • The industry is focusing on how digital technologies can improve capital productivity. Robotics, artificial intelligence, blockchain, and data analytics are being implemented to enhance efficiency and production.
  • The oilfield services sector will see a 10 to 15 percent increase in earnings, with a positive outlook for offshore oilfield services. There are more than 100 new projects planned for 2019 approvals and $210 billion earmarked for offshore oilfield services worldwide.
  • After years of limitations, deepwater exploration and production activity is likely to resurge this year with a spike in investments in deepwater projects.

Ready to explore your exit and growth options?

Increased Drilling Activity

2019 is experiencing increased activity in global oil and gas drilling, led by the United States due to shale production. Outside the United States, global drilling activity is expected to rise by 2.5 percent. Across the world’s eight major oil and gas producing regions, each is predicted to see a higher number of wells drilled.

2019 Forecasted Percentage Increase in Drilling Activity by Region

Africa: 8.7 percent

Saudi Arabia: 5.4 percent

North America: 5.1 percent

Western Europe: 3.9 percent

South Pacific: 3 percent

United Arab Emirates: 2.5 percent

Far East/South Asia: 2.6 percent

South America: 1.7 percent

Eastern Europe/Former Soviet Union: 1.4 percent

Iraq: 1 percent

The most growth in the overall global drilling market will be in offshore oil and gas drilling, with expected growth at around 6 percent. The most active offshore drilling regions are Brazil, Canada, Norway, Angola, Nigeria, Saudi Arabia, Abu Dhabi, China, and India.

Rystad Energy has reported that global deepwater liquid production is set to reach a record high of 10.3 million barrels per day in 2019. This is a result of new fields in Brazil and the Gulf of Mexico. Other leading deepwater producers include Angola, Norway, and Nigeria.

Ready to Move Forward?

Contact us at Benchmark International if you are interested in exploring your options and embarking on the next chapter of your business.  

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Benchmark International Advises on the Transaction Between Forza Projects Limited and Lenhart Partners

Benchmark International is pleased to announce the transaction between London-based furniture and kitchen studio, Forza Projects, and private equity firm, Lenhart Partners.

Ready to explore your exit and growth options?

Forza Projects, operating from a prestigious showroom in London W1 and a warehouse and distribution centre in London W3, resells high-end kitchens and furniture to commercial, office and residential clients.

Lenhart Partners acquires small to mid-sized companies with good profitability in a niche growth market.

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

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The Importance of Environmental Due Diligence

We often say here at Benchmark that signing an LOI is the 10% mark of a transaction.  While it’s difficult to support that quantitatively, it’s certainly anecdotally true. Due diligence is an arduous part of the closing process that will either substantiate the terms outlined in the LOI, call for different terms, or reveal such material differences that the deal craters altogether.  Financial, operational, and sales diligence are all givens, but one component that isn’t always conducted is environmental due diligence. While the former three, as examples, are customary and a part of every transaction, environmental is not always a necessity.  If the business is purely a service business, it is increasingly unlikely that a purchaser will seek to conduct environmental due diligence.

However, there are many reasons a purchaser may decide to conduct environmental due diligence. Perhaps, real estate is included in the deal, or maybe the target entity is a manufacturing business that uses various chemicals in the production of a product. Ultimately, the purchaser is seeking to become aware of any pre-close conditions and limit any post close liability. This is a necessary step in the process as finding and assessing potential issues affecting the facilities is imperative to the facility’s overall health and safety for its future employees and customers.  The environmental due diligence audit ensures future regulatory compliance and reduces potential issues as well as future energy and waste costs associated with the property. 

Ready to explore your exit and growth options?

Traditionally, purchasers have sought to go straight to a Phase 1 ESA (Environmental Site Assessment) which we will discuss further below in this article. However, environmental due diligence can be very costly and time intensive. Many environmental consulting firms now offer an Environmental Desktop Report.  This is the most cost-effective tool for evaluating the risk of future property, as it is done without a visit from the environmental consultant on-site to the property.  This assessment is limited and is used as an initial screen of the property to understand the potential environmental liabilities better.  Different types of environmental desktop reports consist of Historical Records and Database Review, Records Search with Risk Assessment, Environmental Historical Reports, and Environmental Database Reviews.  If any documented contamination has been identified from the past and the purchaser feels more comfortable with further inspection of the property’s existing state, the process expands to the previously referenced on-site Phase I ESA. Many times, the Desktop Report is packaged with the Phase I process to streamline.  The Phase I ESA includes a site visit by the Environmental Professional to document the potentially hazardous materials that could exist. Phase I ESA uses historical resources such as local, state, and federal records to identify any past uses and occupants of the property.  Additionally, the purchasing party will conduct interviews with tenants, government officials, as well as nearby businesses. Once all research is complete, the group will prepare a records review to determine if the next steps may be applicable.

If contamination is detected, the viable next step is a Phase II ESA. Phase II ESA is essentially a field investigation that evaluates the impact the hazardous waste had on the property.  Phase II ESA includes Soil Sampling, Groundwater/Surface Water Sampling, Geophysical Testing for Tanks, Drums & Waste Materials, among other tests.  The most frequent substances tested are petroleum hydrocarbons, heavy metals, pesticides, solvents, mold, and asbestos.  After proper testing and concise reporting, a Phase III ESA may be completed to remediate any contamination based on recommendations made during Phase II.  Phase III ESA includes identifying the extent of contamination, determining the amount of material that was impacted by said contaminants, and assessing options available for all parties involved.    

Regardless of the findings, it is very rare that a buyer walks away after conducting and concluding environmental due diligence.  If it makes it past the Phase II ESA, evidently there will be some remediation.  In the very off chance that the contamination is beyond safe and capable remediation, Phase IV ESA will be conducted. Phase IV ESA is quarantine and closure of the site. Think of Chernobyl. It’s not an often occurrence, and one we haven’t seen here at Benchmark.  All in all, it’s helpful to understand this part of diligence, its importance, and level of detail associated with it. Buyers and sellers alike should be as informed as possible, heading into the due diligence.

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Why Buy-and-build Strategies Work

What Is Buy and Build?

When private equity acquires a well-positioned platform company to acquire additional smaller companies, using the developed expertise in a specialized area to grow and increase returns, it is considered a buy-and-build strategy. This strategy is common with private equity firms with shorter holding periods of about three to five years.

Why It Is An Effective Growth Strategy

If a buy-and-build strategy is executed correctly, a great deal of value can be created when smaller companies are combined under the control of a new company.

  • This type of acquisition saves time regarding the development of specialized skills or knowledge, allowing for growth and expansion to other markets more quickly and successfully with lower production costs.
  • Creating a larger, more attractive company offers a path to exploit the market’s inclination to assign larger companies higher valuations than smaller ones.
  • It provides a clear plan when deal multiples are at record levels and there is a need for less traditional strategies.
  • Buy-and-build deals generate an average internal rate of return of 31.6% from entry to exit, versus 23.1% for standalone deals.

Ready to explore your exit and growth options?

Getting It Right

The buy-and-build acquisition is not simple to execute. The process demands meticulous planning and due diligence for the strategy to work. The best deals usually employ multiple paths to create value.

  • Synergy between the acquirer and the acquired is important to the outcome of the deal. Companies should target existing firms that will be a good fit as a team both tactically and culturally. The human element should always be considered.
  • The management team must be an appropriate fit and have experience with these types of transitions.
  • There should be a vision in place for where the company will be five years down the road.
  • The platform company must be stable enough to endure the process regarding operations, cash flow, and infrastructure (IT integration in particular).
  • Sector dynamics should also be considered. Avoid sectors that are dominated by low-cost rivals or mature, stable players. Focus on sectors with many active smaller suppliers and service providers. Consolidation should result in cost savings and improved service.
  • While no two deals are the same, there are patterns for getting it right. Those experienced with buy-and-build strategies are more likely to lead to a successful deal.
  • It can be difficult to identify private equity firms because of the nature of the way they do business. It helps to have an experienced M&A firm with extensive connections and a proven track record of negotiating successfully with buy-and-build-focused private equity firms.

These reasons are among several as to why it is a sensible decision to enlist the help of an experienced M&A firm such as Benchmark International for your vision for growth. Count on us to help you get your buy-and-build strategy done right.

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9 Ted Talks Every Business Owner Should Watch

1. Globalization Isn't Declining—It's Transforming
Arindam Bhattacharya

https://www.ted.com/talks/arindam_bhattacharya_globalization_isn_t_declining_it_s_transforming

Mr. Bhattacharya is a Boston Consulting Group Fellow, Senior Partner in their New Delhi office, and worldwide co-leader of the BCG Henderson Institute in Asia. Hear his interesting argument as to why globalization is not going extinct but instead is evolving due to cross-border data flow.

2. How to Build a Company Where the Best Ideas Win
Ray Dalio

https://www.ted.com/talks/ray_dalio_how_to_build_a_company_where_the_best_ideas_win

Mr. Dalio is the founder, chair, and chief investment officer of Bridgewater Associates, the largest hedge fund in the world. Learn how his strategies helped him create such a successful hedge fund and how you can use data-driven group decision making to your advantage.

3. Why the Secret to Success is Setting the Right Goals
John Doerr

https://www.ted.com/talks/john_doerr_why_the_secret_to_success_is_setting_the_right_goals

In this talk, engineer and venture capitalist Mr. John Doerr discusses the established goal-setting system "Objectives and Key Results," or "OKR," which is currently being used by companies such as Google and Intel.

4. The Global Business Next Door
Scott Szwast

https://www.ted.com/talks/scott_szwast_the_global_business_next_door

Mr. Szwast is the marketing director for UPS, and he has spent 25 years supporting the international transportation industry. In this talk, he explains how the image of global business is misunderstood and why businesses should stop hesitating to consider crossing borders.

Do you have an exit or growth strategy in place?


5. How to Break Bad Management Habits Before They Reach the Next Generation of Leaders
Elizabeth Lyle

https://www.ted.com/talks/elizabeth_lyle_how_to_break_bad_management_habits_before_they_reach_the_next_generation_of_leaders

Tune in as esteemed leadership development expert Elizabeth Lyle offers a new approach to cultivating middle management in fresh, creative ways.

6. Business Model Innovation: Beating Yourself at Your Own Game
Stefan Gross-Selbeck

https://www.ted.com/talks/stefan_gross_selbeck_business_model_innovation_beating_yourself_at_your_own_game

Mr. Gross-Selbeck is Partner at BCG Digital Ventures, and he has 20 years of experience as an operator and a consultant in the digital industry. In this talk, he discusses the unique aspects of today's most successful start-ups. Also, he shares strategies for duplicating their philosophies of disruption and innovation that can be applied for any business.

7. How the Blockchain is Changing Money and Business
Don Tapscott

https://www.ted.com/talks/don_tapscott_how_the_blockchain_is_changing_money_and_business

Mr. Tapscott is the executive chairman of the Blockchain Research Institute. In this talk, he explains Blockchain technology and why it is crucial that we understand its potential to redefine business and society completely.

8. What it Takes to Be a Great Leader
Rosalinde Torres

https://www.ted.com/talks/roselinde_torres_what_it_takes_to_be_a_great_leader?referrer=playlist-talks_for_when_you_want_to_sta

In this talk, leadership expert Rosalinde Torres describes simple strategies to becoming a great leader, based on her 25 years of experience closely studying the behavior and habits of proven leaders.

9. How Conscious Investors Can Turn Up the Heat and Make Companies Change
Vinay Shandal

https://www.ted.com/talks/vinay_shandal_how_conscious_investors_can_turn_up_the_heat_and_make_companies_change

Mr. Shandal is a partner in the Boston Consulting Group's Toronto office, leading their principal investors and private equity practice. Hear his chronicles of top activist investors and how you can persuade companies to drive positive change.

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How Seller Due Diligence Maximizes Business Value

Selling a company is a momentous life event for any business owner. You have worked hard to build it and want to achieve the highest acquisition value possible when you are ready to sell. To do this, you should be fully prepared for any prospective buyer to conduct rigorous due diligence, which means you should be prepared to do your own.

What is due diligence? A comprehensive appraisal of your business to establish its assets and liabilities and evaluate its commercial potential. 

If you carry out thorough due diligence before putting your company on the market, it will be primed and ready for the buyer to conduct their due diligence process. By being sufficiently prepared, your business is going to appear more attractive to buyers.

Planning Ahead is Crucial

First things first: plan ahead and plan early. Give yourself enough time to optimize the company’s value before putting it on the market. A carefully planned sales strategy is sure to garner better value than what appears to be a hasty fire sale. It is best to wait to sell until you have done everything that you can to maximize your company valuation. When you take the time to position your business attractively for the marketplace, it reduces the odds of a negative outcome.

Start by identifying the key value drivers for your business and how they can be improved. This will help you find obstacles to a sale before a buyer does, and give you time to address any issues. These drivers include:
• Skilled, motivated workforce
• Talented management team
• Strong financials and profitability
• Access to capital
• Loyal and growing customer base
• Economy of scale
• Favorable market share
• Strong products/services and mix of offerings
• Solid vendor relationships and supplier options
• Sound marketing strategy
• Product differentiation and innovation
• Up-to-date technology and workflow systems
• Strong company culture
• Research and development
• Protected intellectual property
• Long-term vision

It is common for buyers to be especially concerned with company culture and existing customer relationships. Make sure your employees and your customers know what to expect and share your vision. If there is misalignment in these areas, it can unfavorably impact the post-sale performance of the company.

Ready to explore your exit and growth options?
Why Documentation Matters

Having all your documentation in order, ensuring its accuracy, and putting it all on the table is going to make you a more trusted seller and increase the value of the business. It will also help you avoid constant back-and-forth requests from a buyer, which can be a distraction for you while you’re trying to run a business.

Creating a secure and efficient virtual data room (VDR) for storage and review of documents offers major advantages. A VDR is a secure online document repository that enables efficient collaboration between parties in any location so they may share information at any time during the pre-deal phase. A VDR also makes it easier to compile and verify every document internally and avoid duplicating efforts. Plus, it offers exceptional security to safeguard against confidential information ending up in the wrong hands. Once you have your VDR completed and vetted internally, you can open the files up to outside partners. Overall, the VDR is your secret weapon in making sure all of your documentation is centralized and that you are presenting your company in the very best light.

You can learn more about the documentation you will need to compile here.

Timing is Everything

You want to sell at the right time based on the market, which is always changing. Being adequately prepared to sell means being ready to act when the time is right. And selling at the right time means getting more value for your business.

Something else you must consider is if you are truly ready to sell. This is not the time to be emotional. Once you’ve initiated the sales process, the last thing you want to do is change your mind when buyers are already involved in the conversation. This will give you a reputation of being disingenuous and not being a serious seller, scaring off potential buyers in the future and devaluing your company.

Professional Help is Key

If it sounds like preparing for the sale of your company is an exhaustive undertaking, that’s because it is. But you do not have to do it alone. If you enlist the expertise of a reputable mergers and acquisitions firm, they can lead the way and help you get the most value for your company. A good M&A Advisor will know better than anyone how to steer you through the due diligence process.

They will also know when the market is in the right place for a sale, and give you access to quality buyers that you can trust. It is also important to note that buyers are going to take you much more seriously when you have partnered with a highly regarded M&A firm.

At Benchmark International, we’re here for you. Our experts are ready to partner with you to exceed your expectations and make great things happen.

READ MORE >>

The 12 Best M&A Twitter Accounts To Follow

PitchBook Data| @PitchBook

PitchBook is a financial data, research, and technology provider that covers global venture capital, private equity, and M&A transactions. Here you will find comprehensive news and analysis, as well as deep-dive info on individual business sectors.

Mergers&Acquisitions| @TheMiddleMarket 

See what is happening in private equity and get a healthy dose of all things related to M&A, including in-depth analysis, articles, and commentary in the middle market from an array of sources.

Benchmark International | @benchmarkgroup

As one of the most powerful M&A firms in the world, this list would not be complete without including our very own Benchmark International Twitter account. Get the latest news and industry insights, and see how our Benchmark team stays dynamic on the world stage.

The M&A Advisor| @themaadvisor

The M&A Advisor is the premier network of M&A, turnaround, and finance professionals. Read great industry articles, and get access to information regarding conferences, awards, and meetings.

The Deal@TheDealNewsroom

The Deal has served investors, advisors, and dealmakers with high-level analysis of “the deal economy.” Their Twitter account is an excellent extension of a news source that started as a print newspaper in the 1990s and has grown into a sophisticated M&A information tool.

WSJ Private Equity| @WSJPE

The official Twitter account for the Wall Street Journal PRO's is where you will hear from their global team of editors and reporters covering all topics related to private equity worldwide.

 

Ready to explore your exit and growth options?

 

Flipidea| @Flipidea_AI

Flipidea uses machine learning to discover insights from failed businesses and predict failure from startups. While the account does not have many followers, the account’s timeline of tweets reveals an interesting compilation of information that can be of value to entrepreneurs, including an array of interesting retweets. 

Buyouts| @Buyouts

Buyouts Insider offers industry intelligence and is a handy source of news, data, and analysis of trends in the leveraged buyout and private equity industries.

Mergermarket| @Mergermarket

Mergermarket provides M&A intelligence, data, and research designed to give subscribers an edge. It is a robust Twitter account for anyone interested in M&A, and can sometimes be a source for finding out about unannounced deals.

M&A Critique| @mnacritique

The social media arm of this India-based magazine gives insight regarding deals related to M&A, restructuring, insolvency, takeovers, and joint ventures.

Smart Business | @Smart_Business

The Twitter account of Smart Business Magazine offers a U.S.-based perspective on business insights, advice, and strategies for growth. Here you will also find individual profiles on dealmakers and interesting viewpoints from American business leaders.

M&A Navigator| @manavigator

M&A Navigator is a great tool, especially if you prefer simplified access to your headlines. There are no flashy graphics or photos, just the headlines on what is happening in the world of M&A.

READ MORE >>

The Ultimate Cheat Sheet On How To Sell Your Business

Once you have decided that the time has come to sell your company, you will want to be as prepared as possible for the endeavor. Being adequately prepared will pave the way for a smoother process, avoid unnecessary delays in the sale, and increase the value of your business. Use this cheat sheet as a guide to get your business ready for what lies ahead.

Know Why You’re Selling

An important part of selling your company is having a clear understanding of why you are doing it.

  • Do you want to exit the business completely and retire?
  • Do you wish for it to be under control by family or an existing employee?
  • Do you hope to retain a stake in the business as part of the sale terms?
  • Do you plan to sell the business to facilitate its growth?
  • Do you aspire to sell the business to fund other ventures?

These questions should all be considered so that you have a clear answer before initiating the sale process. By knowing why you are selling, you can look for the right kind of buyer to suit those needs and establish a clear plan of action.

Compile the Proper Documentation

Any buyer is going to expect to see the facts and figures on your business. The more prepared you are to provide detailed documentation, the more likely they will be to trust you. Items you should compile and have ready for review include:

  • Current and recent profit & loss statements
  • Balance sheets, income statements, and tax returns for at least 5 years
  • Leases and real estate paperwork
  • A business plan
  • A marketing plan
  • Accounts payable and client lists
  • Inventory and pricing lists
  • Insurance policies
  • Non-disclosure/confidentiality agreements
  • An executive summary and detailed profile of the business
  • Employee, customer, vendor, and distributor contracts
  • Outstanding loan agreements and liens
  • Organization chart
  • Letter of intent and purchase agreement

Feel like it's a good time to sell?

Inventory Your Assets

Your assets are a key factor in determining the value of your company, so it is important to have a clear picture of what they are and what they are worth. Create a record of these assets, including:

Physical assets:

  • Business furnishings, fixtures, and equipment, inventory, real estate, automobiles

Intellectual property assets:

  • Trademarks, patents, licensing agreements, trade secrets, and proprietary technology

Intangible assets:

  • Brand equity, business name, and brand identity
  • Processes and strategies
  • Trained employees
  • Loyal clientele
  • Supplier and distribution networks

Enlist the Help of an Expert

Selling a business is a complicated process, and it is not as simple as just gathering the items listed above. This is why most business owners opt to partner with a mergers and acquisitions firm to organize a deal. They do all the work and tend to all the details so that you can focus on running your business and keeping it thriving in the wake of a sale. This includes finding the right buyers, creating a competitive bidding environment, and making sure you get the most value for your company.

Advisors such as our experts at Benchmark International have specialized tools at our disposal that are proven to maximize value for our clients and get desired results. Give us a call and let us put our connections to work for you.

READ MORE >>

Benchmark International Facilitates the Transaction of In-O-Vate Technologies Inc. to Continental Materials Corporation

Benchmark International has successfully facilitated the transaction of In-O-Vate Technologies Inc. ("InOvate") to Continental Materials Corporation ("CMC").

InOvate, based in Jupiter, Florida, is a leading manufacturer of premium, metal dryer venting accessories used in residential home construction. Founded by Rick Harpenau in 1996, and led by tenured employees James Ortiz and Cliff Budnick, InOvate has grown consistently through supplying quality engineered, superior products along with delivering excellent customer service.

In response to the transaction, CEO Cliff Budnick stated, "Benchmark helped create a strong first impression for InOvate when introduced to CMC. The InOvate team is excited to continue its growth as part of the CMC portfolio. Equally, we appreciate the ability to maintain our family-oriented culture while ensuring stability for our staff, customers, and vendors alike. "

Founded in 1954, Continental Materials Corporation is a public holding company with subsidiaries in heating and cooling manufacturing, building products, commercial door distribution, and manufacturing and aggregates mining and processing. Headquartered in Chicago, IL, CMC employs approximately 450 employees across the US.

Ready to explore your exit and growth options?

Senior Deal Associate, Sunny Yang Garten, added, "It was a pleasure to represent InOvate in this transaction. Throughout the process, Rick and his team were exceptionally responsive, diligent, and professional. This acquisition represents a tremendous opportunity for both businesses and their teams to strategically accelerate the rate of profitable growth. On behalf of the numerous Benchmark International personnel that worked on this opportunity, we congratulate both teams on reaching this goal."

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