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Benchmark International Successfully Facilitated the Transaction Between Systems Assurance Limited and CloudCoCo PLC

Benchmark International is pleased to announce the acquisition of Sheffield-based Systems Assurance by Warrington-based CloudCoCo.

Systems Assurance is a Microsoft Gold B2B reseller of IT hardware, software, and solutions, working with SME and public sector clients through its portfolio of cloud subscriptions and migration services. In the year ending 31 December 2020 the company generated revenue of £6.09m and an adjusted EBITDA of £209k.

CloudCoco is an AIM-listed provider of IT and communications services to businesses and public sector organisations. The acquisition of Systems Assurance marks part of CloudCoco’s buy and build strategy.

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Chris Wheater, director at Systems Assurance, said this about working with Benchmark International: “There are many companies out there offering to find a buyer and help sell your company. So it's a big step to finally pick one, sign up and pay your money. I’m happy to report that Benchmark provided a great service and did what they said they would. We recently completed our sale and I would have no hesitation in recommending them. James Robinson and Roger Forshaw were supportive every step of the way and their experience and calm heads are just what is needed especially in the latter stages. A great service all round.”

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What Buyers Are Saying About Benchmark International

We love to hear positive feedback from our clients, and we often share past client experiences with other parties. We showcase how Benchmark went above and beyond for sellers to get a deal across the line, or how value was added to a specific transaction. However, if you are considering hiring an M&A firm to represent you in a sale, isn’t it just as important to hear how buyers perceive the firm?

Benchmark International prides itself on a strong reputation within the lower middle market. Our company’s reputation spans vendors, clients, prospective clients, and buyers. Our team recently attended a conference where we had the opportunity to mingle with some of the most active investors within the lower middle market. The feedback we received from the buyers was highly encouraging and continues to reinforce our position as the best M&A sell-side representative in the industry. 

 

Ready to explore your exit and growth options?

 

So, what are buyers saying about Benchmark International?

  • Benchmark International has the best deal flow within the market. This means that buyers recognize the quality opportunities that our firm represents. They also recognize us for having the most sectors and diversified listings in the space. When a buyer is looking for a unique opportunity or a quality business, they know to call Benchmark International.
  • The Benchmark International team does a great job of following up. Our deal team always strives to close the loop on the buyer’s level of interest, gather market feedback, or push the buyer forward with the process. There is no other firm in the industry that provides clients with the deal expertise and team size that Benchmark International offers. This allows our team to pick up the phone and discuss your deal with a potential buyer. Buyers have often shared that, in other cases, once they receive a Confidential Information Memorandum, they rarely hear back from the sell-side representative. But our team chases buyers during every part of the process, including trying to get a decision on a buyer’s level of interest on a Teaser, trying to gather a buyer profile and Non-Disclosure Agreement, gathering feedback from the Confidential Information Memorandum, feedback after conference calls and meetings, and so on.
  • The quality of the information in your Confidential Information Memorandum exceeds other firms. When our clients go through our Benchmark 360 process, our team puts on their buyer hats and asks the tough questions. We want to ensure that the business for sale is presented in the best light, that our team fully understands the offering, and that the seller has the opportunity to think through how their company is positioned for market. Putting on our buyer hats allows us to anticipate the questions and information a buyer will find important for their decision-making process.
  • The Benchmark International team is always professional. We understand that emotions can sometimes get the best of people. It does not matter which side of the table you are on, when you want a deal to go forward and the deal has hit a hurdle, we know it can be frustrating. The good news is that our deal team has seen a lot of hurdles and usually has the tools and options to overcome any issues if all parties want to work through them. One thing the Benchmark International team prides itself on is always being professional, even during hard conversations. Oftentimes, we all want the same outcome—a successful deal completion—and Benchmark International needs to take the emotions out of the conversation and ensure that everyone keeps their eye on the ball in order to move the deal forward.

The lower middle market is a tough market. Our deal experts not only have the experience to hold the seller’s hand throughout the process, but also stand up to the largest buyers within the market. Our reputation provides our clients the opportunity to have their Teaser reviewed by buyers that many cannot get in front of, let alone have long-term relationships with that allows our phone calls to be answered. This is critically important because having an M&A firm with a strong buyer reputation will help a seller maximize results once they go to market.

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Benchmark International Successfully Facilitated the Transaction Between North Country Family Practice and an Undisclosed Buyer

Benchmark International facilitated the Transaction between North Country Family Practice, P.A., located in Southlake, a suburb of the Dallas-Fort Worth, Texas market, and an undisclosed buyer.

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Benchmark International Successfully Facilitated the Transaction Between Endevis and Job.com

Endevis operates three divisions, including professional contract staffing, direct professional placement, and recruitment process outsourcing across the United States. The leadership team alone now has over 150 years of combined experience in the recruiting business. Endevis’ industry reputation, experienced leadership, and passion for helping clients made them a prime target for acquirers.

Job.com is becoming an industry force in the staffing space.  They are reinventing the way employers attract, hire, and retain the right teams. Job.com uses advanced data science to put people back in control of their own success and unifying the staffing supply chain so companies can reduce the time and cost to hire the appropriate candidates and uphold great retain rates.  By joining Job.com, endevis will grow rapidly, reaching more clients and candidates and continuing to revolutionize the recruitment industry. 

Transaction Director Matthew Kekelis commented regarding the deal completion, “I truly believe that there was no better match for endevis than Job.com.  Their professionalism and attention to detail throughout the acquisition process were outstanding.  We wish the best for all moving forward in this exciting new chapter.”

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Benchmark International Successfully Facilitated the Transaction Between X Caliber Container, LLC and LongWater Opportunities

Benchmark International’s client X Caliber Container, LLC, a Texas-based steel shipping and cargo containers provider, has successfully sold to LongWater Opportunities in Dallas, Texas.

X Caliber Container provides steel storage containers for a large and well-diversified customer base on a national scale with various products that overlap into several varied markets within the steel container industry. X Caliber Container then provides custom fabrication at both of its Texas-based facilities, including Firework Stands, Workshops, Mobile Chemical Labs, and Emergency Response units.

X Caliber Container co-owner Brent Isom commented, “I have been extremely pleased with each phase of the process, and the people are what has made it a great experience. The Benchmark [International] Team are at the tip of the top of the best companies that ever existed.”

 

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LongWater Opportunities is an operationally-focused private investment firm headquartered in Dallas, Texas, with an office in Fargo, ND, that targets control buyout equity investments in lower middle market US-based manufacturing and specialty distribution companies. LongWater Opportunities believes in mutually aligned interests and investing patient capital in building successful American manufacturing businesses with long-term, sustainable competitive advantages.

Benchmark International proved value in finding a buyer with experience in the industry through its proprietary multi-medium marketing strategies. The market uncovered several interested buyers, but the ultimate buyer provided the right cultural fit for the sellers.

Transaction Director Amy Alonso commented, “We are thrilled to see that our client’s legacy and vision will remain and grow through this transaction. We understood that our client sought an acquirer who would take the company to the next level while also providing a great work environment for their employees. On behalf of Benchmark International, we wish both companies all the best in the future.”

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Don't Miss Benchmark International's Newest Volume of The Mark

Our Benchmark International team is proud to have released our latest exclusive publication of The Mark, Vol. XX.

This new version titled “RANKED #1,” features a slew of helpful information to enlighten you as a business owner, answer important questions you might have, and apprise you of the latest and greatest updates in M&A and the busy Benchmark world.

In this volume, some of the insightful topics you will find covered include:

  • The Current State of Commercial Real Estate
  • Can It Be “Too Early” to Put My Business on the Market?
  • Be Wary of EBITDAC
  • Why Lower Middle Market Companies are Attractive to Buyers
  • Should I Sell to an SBIC?
  • The Myth Behind Multiples
  • Understanding Financial Due Diligence to Prepare for a Successful Close
  • What is an Employee Ownership Trust?
  • The Critical Focus of Cybersecurity in M&A Deals

Ready to explore your exit and growth options?

 

And there’s a reason the volume is titled, “RANKED #1.” It highlights our prestigious recognition by Pitchbook as 2020’s #1 Sell-Side Exclusive, Privately-Owned M&A Advisors in the world, as well as the remarkable award-winning accomplishments of our team leadership.

This is just some of the unique content you can enjoy in this new edition. You will also find reports updating you on Benchmark’s European expansion and new headquarters, our latest featured opportunities, and some of our completed transactions.

We hope you will find it helpful and continue coming back for more.

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What Is Decentralized Finance?

Decentralized finance, also known as DeFi, makes financial products available to anyone on a decentralized blockchain network. Through this relatively new software system, all parties can interact directly through applications, eliminating a need for middlemen such as banks or institutions to facilitate transactions. It also eliminates a need for proof of identification or age requirements that banks typically require. There is no need for anyone to know anyone else’s identity. Everything occurs over a public blockchain, using smart contracts, which are bits of code that execute specified actions once certain criteria have been met. It’s based on mutual trust and strict privacy.

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First Time Acquirer: How to Get a Loan to Acquire a Business

Now that you have found the perfect business for you to acquire, the question is, how do you finance the transaction? Most buyers will use a mix of debt and equity, but if you are a first-time acquirer, you may need help on where to go for the debt piece of the equation.

If you have never acquired another business before, the process of securing a loan for the acquisition might be challenging. Here are some things to consider when looking at your debt options.

Upon your initial conversation with a banker, be prepared to discuss your intent regarding the acquisition and your plans for the business’s future. You should also be ready to discuss your background and its relation to the company you are buying. In addition, you will want to understand the bank’s commercial loan options and which might be best for your goals. For example, you might need a traditional commercial loan or an SBA loan, depending on the acquisition size and details. While there are alternative financing options available, they could be much more costly.

 

Ready to explore your exit and growth options?

Most financial institutions will underwrite the business and the borrower. If you own a similar business, they might underwrite both businesses as if they are one. Be prepared with documentation regarding your credit history, tax returns for all related entities (potentially including your personal tax returns), collateral options, and industry experience. The financial institution might request a balance sheet, profit and loss statement, projections, etc., for the business you are considering purchasing.

Lenders will provide you with their initial terms. Be sure to compare interest rates, fees, and other terms closely. Some terms you may want to consider are prepayment penalties and covenants that might affect the business. If there is real estate involved in the purchase, you will want to ask questions about the bank’s need for appraisals and various phases for the property.

After considering your options, you will then need to apply for the loan. Each financial institution will have its specific application and underwriting process. Depending on the loan size and the bank, the loan request may need to go to a special loan committee that meets periodically. This could add time to the approval process. You might want to discuss debt options with a bank with which you have a current relationship, as they will know you best given your existing history. If you have already received a loan from the bank, it could make the transaction process easier, which will make for a much better experience for you and the seller of the business you are looking to acquire.

  Author
  Kendall Stafford
  Managing Partner
  Benchmark International

  T: +1 (512) 347 2000
  E: Stafford@benchmarkintl.com 

 

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Benchmark International Successfully Facilitated the Transaction Between The Colography Group, Inc. and Halstatt Legacy Partners

Benchmark International is pleased to announce the successful transaction between The Colography Group, Inc. and Halstatt Legacy Partners.

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Benchmark International Named Best For Corporate Growth And Expansion

Benchmark International was named Best for Corporate Growth and Expansion in Corporate America by TheM&A Advisor’s M&A Awards.

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The Critical Focus On Cybersecurity In M&A Deals

The recent cyberattack on the Colonial Pipeline in the U.S. is a glaring reminder of the vulnerabilities that all industries face, as well as the costly repercussions that can be a result of such a situation. Colonial Pipeline Co. paid the hacker group $5 million to have the company released from the ransomware to restore service to the critical pipeline. This actually turned out to be a wasted $5 million. For that high price, the hackers provided the company with a decrypting tool to restore its disabled computer network. But this tool was too slow, and Colonial ended up using its own backups to restore the system.

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Benchmark International Successfully Facilitated the Acquisition of an Industrial Services Firm and Crete Mechanical Group

Benchmark International is pleased to announce the transaction between our client, a prominent industrial services firm, and Crete Mechanical Group (“CMG”).

Crete Mechanical Group (“CMG”) is a multi-site owner, operator, and business partner to mechanical service businesses in the United States. CMG partners with entrepreneurs and owners of HVAC, electrical, plumbing, controls, and other mechanical services companies to help them grow revenue, increase profitability, and transition ownership.

 

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Our client is a leading industrial services firm providing electrical, mechanical, automation, fabrication, rigging, and maintenance services to various industries. The company has established an outstanding reputation in providing superior customer service within its regional market.

Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “It was a pleasure to represent our client, a leading industrial services firm, in this transaction with Crete Mechanical Group. Our client was seeking a partner that shared their vision and offered the right deal structure, and Crete Mechanical Group was aligned with our client’s growth strategy. On behalf of Benchmark International, we wish both companies continued success.”

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Outlook & Advantages of International Mergers and Acquisitions

The COVID-19 pandemic is critically affecting the world's economies when businesses were already adapting to volatility and uncertainty as a way of life. With the economic outlook and threats of all kinds continuing to test even the most influential organizations, companies face various challenges as they work to find growth and stay competitive. One of the most beneficial ways of growing an existing company is through mergers and acquisitions (M&A).

Few firms throughout the world reach the top without conducting at least a few M&A transactions. The most well-known firms employ professional teams whose only role is to seek out attractive potential acquisitions tells its own story. When implemented well, an active M&A strategy can be a highly productive process for any company. M&A always has and always will be a long-term game. We are now in an environment where more and more business owners feel comfortable taking some calculated risks and driving forward an M&A agenda to build the company's future.

Private equity (PE) expects to see record-level fundraising this year. Even amidst the ongoing COVID-19 pandemic, analysts predict that the PE industry will raise an anticipated—and unprecedented—$330 billion in total capital in 2021. According to a survey performed by Ernst & Young, 49% of global companies plan to acquire in the next 12 months actively, and the majority are looking for assets internationally rather than domestically. A healthy fundraising and active acquisition environment coupled with the existing $1 trillion in disposable capital means excellent news for those looking to grow their business. Interest rates are low, equity markets are high, and investors demand, value, and reward growth. With numerous potential international acquirers with strong balance sheets and strong liquidity, our advice to companies is to look for logical strategic targets, be proactive, and focus on long-term value creation.

 

Ready to explore your exit and growth options?

 

The U.S. and the U.K. remain primary centers of global M&A. The U.S. consistently holds the top spot for both domestic and for international M&A. The U.K. regularly ranks in the top three. If you are thinking of growing your business internationally, it is worth noting that M&A is regulated in all countries worldwide and has many advantages. Below are four key benefits of merging with or acquiring another company internationally.

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Benchmark International Is Proud To Be The Main Jersey Sponsor For Montverde Academy

Benchmark International is incredibly proud to be the main Jersey sponsor for Montverde Academy. Benchmark International aligns itself with partners that have the best-in-class programs. Montverde International Academy is a coeducational, independent school that serves grades Pre-K3-12. The academy strives to increase knowledge and to develop character through a nurturing and diverse community. In addition, Montverde International Academy is home to an athletic training Mecca, developing the world's best athletes. Their state-in-the-art facilities include an athletic complex that spreads over 33 acres, an Olympic-sized aquatic center, a 44 square foot indoor athletic center, a world-class equestrian center, and many more. The Montverde International Futbol club (MIFC) finished their season with a number 1 ranking and was crowned the 2019-2020 National Champions!

The Athletic Department believes that through athletic opportunity, they have the unique ability to build a solid foundation of young adults based on character, knowledge, and community. With similar beliefs as one another, Benchmark International is excited to help support the Montverde International Academy.

You can learn more about Montverde International Academy and their athletics here - Montverde Academy Athletics 

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Benchmark International Successfully Facilitated the Strategic Partnership Between Yuni Beauty, LLC and Rechemtex, LLC

Benchmark International’s client Yuni Beauty, LLC, a California-based all-natural wellness and beauty brand, has strategically partnered with Rechemtex, LLC in Dallas, Texas.

Yuni Beauty offers clean, natural beauty products for the body, skin and hair, and aromatherapy items. All products are created with non-toxic, vegan, quality ingredients and sustainable packaging. The company’s target market is busy, urban, active individuals that prioritize clean beauty, wellness, health, and stress relief.

Rechemtex is a Texas Domestic Limited-Liability Company.

Ready to explore your exit and growth options?

Benchmark International proved value in finding a strategic partner for Yuni Beauty with experience in the industry through its proprietary multi-medium marketing strategies. In addition, Benchmark International incorporated several campaigns with local, regional, and national associations.

Transaction Director Amy Alonso commented, “We are thrilled that our client can step away from the business knowing that his legacy will be carried on and the company will continue to grow. It was a pleasure to represent Yuni Beauty in this partnership, and on behalf of Benchmark International, we wish both parties all the best in the future.”

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Benchmark International successfully facilitated the transaction of Writech Industrial Services Ltd & Writech Manufacturing Ltd to Waterland Private Equity

Benchmark International is delighted to announce the majority sale of Irish fire-protection systems company, Writech, to Waterland.

Established in 1981 by Thomas and Mary Wright, Writech provides fire protection system design, installation, manufacture, commissioning, and services across a range of sectors including logistics, data centres, life sciences, office, retail, and food & beverage.

Sons Ted and Alan Wright took over the business in 2008, now generating more than €20m in revenue. Writech will use Waterland’s investment to expedite expansion plans in Europe and the UK, as well as increase output at its Mullingar centre, creating over 30 jobs.

Do you have an exit or growth strategy in place?
Waterland is a Dutch-based private equity house, headed by Laura Dillon in Ireland. The investment group has €8bn in assets under management across Belgium, the Netherlands, the UK, Germany, France, Denmark, Poland, and Switzerland.

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Benchmark International Successfully Facilitated the Transaction Between Total Nutrition Technology, LLC and Brandless, Inc.

Total Nutrition Technology of Leesburg, Florida, is a full-service nutritional supplement source providing services ranging from product development through fulfillment. Founded in 2003, TNT has been included on the INC 5,000 list of fastest-growing companies and is the leader in its markets served, with products shipped throughout the United States and internationally.

Brandless of San Francisco provides a wide range of premium quality lifestyle products in the wellness, beauty, and home categories. With a focus on clean certifications and better living, the Brandless family of products is closely aligned to the superior offerings and reputation gained through the addition of Total Nutrition Technology.

Of the combination, Total Nutrition Technology Founder and CEO Lourdes McAgy commented, “We are exceedingly happy to be joining the Brandless family. Their focus on quality and delivery aligns perfectly with the way that we have built TNT, and we strongly believe that this combination will power both companies to an increased position of leadership in this space.”

 

Ready to explore your exit and growth options?

 

The acquisition is backed by Clarke Capital Partners of Provo, Utah. Clarke is a family office focusing on founder-led businesses and multiple investments in the consumer products space.

Benchmark International Transaction Director William Sullivan stated regarding the transaction, “We were able to source a strong number of highly qualified buyers very quickly for Lourdes’s great company, providing her with the options that she deserved. Brandless was the most strategic choice, with perfect synergies to set them up for immediate expansion from day one. We could not be happier about this fantastic partnership.”

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The Current State Of Commercial Real Estate

The COVID-19 pandemic has had a negative impact on all classes of commercial real estate. Yet, it also created some new opportunities within the commercial real estate (CRE) market, such as affordable rental prices, improved digital communication and payment facilitation, as well as new opportunities for business owners and investors. And further recovery is well underway.  

CRE prices fell 11% between March and May of 2020. Since July, prices increased 7%, erasing over half of those pandemic declines. With investors sitting on wealth, more investment in stocks and bonds took place, which pushed prices up and interest rates down. With inflation being a growing concern, more investors may look to commercial properties with leases that have built-in rent increases to keep pace with inflation.

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Growing Business Trends For 2021-2022

Our world continues to change, and businesses must remain adaptive in order to keep pace with their competition and consumer demands. Thanks to new technologies, changing customer priorities, societal movements, and of course, repercussions from the COVID-19 pandemic, business owners can expect certain industry shifts that began leading up to 2021 to continue into 2022.

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Benchmark International Successfully Facilitated the Transaction Between Premier Choice Telecom Limited and Daisy Communications Ltd

Benchmark International is pleased to announce the acquisition of hosted telephony solutions provider, Premier Choice Telecom, by Daisy Communications.

Established in 2001 by managing director Nicholas Stansfield, Premier Choice Telecom is a telecommunications service provider to businesses throughout the UK. The company provides telephone system installation, maintenance, cabling, network service billing, and other associated telecom services.

Daisy Communications is part of a wider Daisy Group, offering a variety of communications services to SMEs, with the transaction enabling Daisy Communications to boost its offering within the health, education and charity sectors.

Ready to explore your exit and growth options?

This highly strategic acquisition will see Premier Choice Telecom bring 1,500 customers and a 40-strong workforce to Daisy Communication’s team of 465 employees.

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Benchmark International Successfully Facilitated the Transaction Between Silver Sport Transmissions and The Wharton Automotive Group

Silver Sport Transmissions, the seller, is the largest and most versatile elite distributor of Tremec Corporation’s transmissions.  Their in-house engineering department’s experience is second to none and continually outshines bringing a client’s classic car “up to speed” through various product offerings.  The company prides itself on high quality and innovation in its respective field.     

The Wharton Automotive Group, consisting of McLeod Racing and FTI Performance, is owned by NHRA Nitro Funny Car driver and businessman Paul Lee.

Paul Lee continues to grow this sector of the driveline market. With the outstanding success of McLeod Racing, Lee sets his sights on growth in acquisitions. In 2019 Lee purchased the leading racing transmission and torque converter company, FTI Performance. In addition, he continues to grow his business strategy with the acquisition of Silver Sport Transmissions.

 

Ready to explore your exit and growth options?

 

“The team at Benchmark International, including Matthew Kekelis and Jack Chilcutt, did an excellent job of guiding Silver Sport Transmissions as the Sellers representative. Great representation is so important in today’s M&A market. As the Buyer, I was impressed how smooth and issue-free the transaction went to closing.” says Wharton Automotive Group president Paul Lee. “This transaction was the next step for Wharton Automotive Group’s goal of becoming the leader in the automotive driveline segment of the Worldwide Automotive Aftermarket industry.”

Transaction Director Matthew Kekelis at Benchmark International added,  “I genuinely believe that there was no better match for Silver Sport than Paul Lee and his team at The Wharton Group. Their professionalism and attention to detail throughout the acquisition process were outstanding.  We wish the best for all moving forward in this exciting new chapter.”

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Benchmark International’s Kendall Stafford Wins Emerging Leaders Award

Benchmark International is pleased to announce that our very own Kendall Stafford has been named an Emerging Leader by The M&A Advisor’s M&A Awards.

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2021 Energy & Sustainability Report: Progress, Trends, And M&A

The COVID-19 pandemic revealed to the world just how unprepared entire business sectors can be when it comes to unexpected events of mass proportion, and just how delicate our global supply chains actually are. COVID has been a health crisis that impacted lives, economies, and industries. Climate-driven events and disasters occur on a more concentrated scale but have proven to be extremely costly and disruptive to multiple sectors in various geographies—a problem that appears to be growing more prevalent.  

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Benchmark International Successfully Facilitated the Transaction Between Capital Network Solutions Limited and Flow Communications (UK) Ltd

Benchmark International is pleased to announce that Barry-based Capital Network Solutions (CNS) has been acquired by Hemel Hempstead-based Flow Communications (Flow), as part of its new buy and build strategy.

Established in 1996, CNS is a cyber security and infrastructure consultancy, ensuring data security and best practice for its clients. It is a highly accredited CREST Penetration Testing company and one of the largest IASME Cyber Essentials Certification Bodies within the UK having issued more than 3,000 certificates.

Flow is a network and security solutions provider, addressing the IT demands of the UK’s leading corporations. The acquisition of CNS complements Flow's current service offerings and aligns to the Flow vision.

Ready to explore your exit and growth options?

Following the acquisition, CNS will continue to trade under its name and see an enlarged group employing 50.

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Benchmark International Successfully Facilitated the Transaction Between Westgate IT Limited and Acora Ltd

Benchmark International is pleased to announce the transaction between Bath-based managed service IT provider, Westgate IT, and Sussex-based Acora.

Established in 1997, Westgate IT is a provider of IT support, subscription and cloud-based services, and bespoke security solutions.

Acora is an award-winning managed IT services company based in London, Sussex and the Midlands. Services range from the design and build of complex solutions to the day-to-day management of services. Acora is backed by Palatine Private Equity, an independent private equity firm headquartered in Manchester.

Ready to explore your exit and growth options?

This highly strategic acquisition is of significant importance to Acora, allowing it to further expand into the South West with greater access to local talent, an additional service centre and more than 100 clients.

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Understanding Working Capital in the M&A Process

What is Working Capital?                                                                                 

In the process of selling your business, it is important to understand working capital as you accept an LOI (Letter of Intent) and move into the due diligence stage. Buyers require the business that they are purchasing to leave a predetermined amount of working capital to continue running the business and cover the short-term obligations.

In simple terms, working capital is calculated by subtracting your company's current assets (excluding cash) from your current liabilities (excluding debt). However, the calculation can become more complex in practice. Typically, in the LOI, the buyer will outline how the working capital “peg” will be calculated. The “peg” is a benchmark amount of working capital that is agreed upon toward the end of due diligence by the buyer and seller. The buyer typically considers current assets to include items such as accounts receivable, inventory, and prepaid expenses as necessary to maintain the ongoing operations. Items such as lines of credit, short-term debt, and taxes are not included in this calculation.

How Does Working Capital Influence the M&A Process?

When buyers are reviewing your company for potential acquisition, they want to ensure liquidity once they take over. The minimum level of working capital is considered to be part of the valuation and accounted for in the price included in the LOI. It is important to note that most M&A transactions are set on a cash-free and debt-free basis, meaning the seller maintains cash in the business but is responsible for paying off bank debts.

The working capital analysis is typically part of the buyer’s diligence process, which will involve the analysis of balances at the account level. Some items under the accrued expense or accounts payable may not be operational in nature and therefore are excluded from the calculation. However, the buyer may determine that an item was improperly omitted from the balance sheet and they may adjust the balances. The primary reason for this analysis is to accurately determine what a true normalized level of working capital should be given the company's historical financials.

How Are Working Capital Targets Determined?

In most cases, the buyer will use a historical average, which is typically 12 months to calculate the appropriate target at closing. The reason is that the buyer will be basing their valuation on the revenue, EBITDA, and working capital needed to generate this income will need to be provided. As a seller, it is important to remember that your EBITDA will typically reflect account receivables as revenue and account payables as an expense. The 12-month period for working capital is used to average out potential fluctuations as this correlates to valuations, which are typically based on a multiple of the trailing 12-month EBITDA. Seasonality should also be considered in the calculation. For example, working capital could be much higher or lower depending on if the deal were completed during the peak season. In this case, the buyer would be required to pay more as the working capital would likely be much higher or lower than average. On the other hand, if the transaction were completed during the off-season, working capital would be reduced.

 

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Adjustments During Diligence

As the seller, prior to the closing, you will deliver an estimate of working capital that you believe the business will have at closing. If this estimate exceeds the working capital target, you will receive an amount equal to the excess as an increase in the purchase price. However, if the estimate were less than the working capital target, the buyer would reduce the purchase price. After the closing, the buyer will perform their own calculation to determine the amount of working capital the acquired business had at closing. The purchase price would be further adjusted if the buyer’s calculation differs from the amount of the seller’s estimate. This process is typically referred to as a “true-up.”

Negotiating the Working Capital

During the true-up process, there is sometimes a dispute between the buyer and seller regarding the working capital calculation. From the seller’s point of view, they will argue that working capital should be calculated consistently with the methodology that was used to calculate the working capital target amount. This means that the seller is arguing that the purpose of the working capital adjustment is to compensate for deviations from the target working capital amount. For such changes to be calculated fairly, the closing amount of working capital must be calculated using the same methodology that was used in calculating the working capital target amount.

On the other hand, the buyer will sometimes argue that the purpose of the adjustment is to ensure that the business is delivered at closing with adequate working capital and that it should be made by calculating working capital in accordance with generally accepted accounting principles (GAAP). Both the buyer and seller viewpoints sometimes make their way into the purchase agreement regarding how working capital is to be calculated.

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Benchmark International Successfully Facilitated a Transaction Between Aschinger Electric Company, Inc. and Guarantee Electric

Benchmark International has successfully facilitated a transaction between Aschinger Electric Company, Inc. and Guarantee Electric.

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Medtech M&A On Track For Strong Second Half Of 2021

In the first half of 2021, medtech M&A deals already surpassed the total number of deals from last year, and this bustle in activity is forecast to continue through the second half of the year, as medtech companies have stockpiled billions of dollars in cash. The dollar value of deals in 2021 is also expected to far outpace that of 2020. Eleven megadeals were announced in H1, with a total deal value of around $128 billion.

Medtech M&A activity kicked off 2021 right out of the gate, with at least 10 deals announced in January alone. Companies emerged from 2020 flush with cash reserves and were ready to spend on dealmaking. The medtech sector recorded a total of 33 deals in the first half of 2021. That's up from 25 total in all of 2020. In fact, the first quarter of 2021 was the busiest for medtech M&A since 2016. While the initial rapid momentum may have slowed, the second half of 2021 should be abundant with new deals.

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Benchmark International Successfully Facilitated the Transaction Between Just For You Personal Support Services and AccordCare

Benchmark International is pleased to announce the transaction between Just For You Personal Support Services (“JFYPSS”) and AccordCare, Inc. (“AccordCare”).

JFYPSS is a College Park, Georgia-based home care company that provides personal care, skilled nursing, respite care, and companionship services. Established in 1996 with the goal to provide personal care services allowing disabled and elderly persons the opportunity to achieve and maintain optimal levels of independence in the community. JFYPSS is AccordCare’s fifth transaction in 18 months.

 

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AccordCare is a premier in-home personal care company providing services to people of all ages and levels of need. More than just personal care, it is specialized care custom-designed to meet a patient’s specific needs. They provide full-service private duty home care that is customized to patient’s needs, allowing them to stay in their home where they can feel the most comfortable. The company is based in Marietta, Georgia, and serves more than 1,300 clients daily.

Brandon Ballew, CEO of AccordCare, said in a press release, “Just for You has a great reputation and a commitment to providing excellent care to clients and driving an employee-first culture; it made them a natural fit for AccordCare.”

Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “This acquisition represents a tremendous opportunity for both businesses and their teams. It was a pleasure to represent JFYPSS in this transaction. On behalf of Benchmark International, we wish both companies continued success.”

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Benchmark International Successfully Facilitated the Transaction Between ARC Medical, Inc. and Typenex Medical

Benchmark International is pleased to announce the transaction between ARC Medical, Inc. based out of Tucker, GA and Typenex Medical out of Chicago, IL.

ARC Medical offers circuit filters for the anesthesia market and humidification for the respiratory, long-term acute care, and home care markets in the United States. Best known for its circuitGuard, ThermoFlo, and FilterFlo products, ARC Medical was founded in 1990 by Harold Norris.

Regarding the transaction, Mr. Norris stated, “The ARC Medical team is very excited about the future of circuitGuard, ThermoFlo, and FilterFlo. The Typenex partnership presents great opportunities for both companies, as well as the customers we serve.”

Acquirer Typenex Medical is a national provider of medical solutions to the healthcare industry. The company was founded in 2004 and has grown from a single product (Original Typenex Blood Band) company into a diversified firm offering an array of solutions across the healthcare industry.

 

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The acquisition is backed by a private investment company, Chicago Venture Partners. Since 1998, the group and its affiliated entities have invested in over 200 portfolio companies.

Benchmark International's Senior Associate Jason Donker commented, “The combination of ARC’s unique product suite and Typenex’s vast reach and marketing capabilities will be truly powerful, and will hugely benefit both parties. It is always exciting to make such a highly synergistic marriage, and we are looking very forward to watching the combination grow moving forward.”

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Benchmark International Successfully Facilitated the Transaction Between Fisher Jones Greenwood LLP and Blixt Group

Benchmark International is pleased to announce the transaction between Essex-based law firm, Fisher Jones Greenwood (FJG), and private equity firm, Blixt Group.

FJG is a multi-award-winning firm of solicitors covering a broad spectrum of fields such as residential conveyancing, family law, probate, and immigration and asylum, as well as some niche specialisms. The company operates from four offices across Essex and one in London, employs 158 staff and has a £7.3m turnover.

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Blixt is a private investment firm partnering with lower mid-market companies across Europe. Headquartered in London, the company targets businesses valued between €20m and €200m and has access to over €250m of committed institutional investor funding. Blixt is aiming to invest nationally in the legal sector with the goal of creating a national firm with a turnover of at least £100m in four to five years, and FJG is a springboard for these acquisitions.

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Benchmark International's Tampa Office Featured in "Workplaces Reimagined"

Benchmark International’s new Tampa headquarters has been spotlighted by The Tampa Bay Business Journal’s 2021 feature called Workplaces Reimagined.

The series showcases how business offices in the Tampa Bay region have changed since the pandemic, focusing on new, innovative spaces in Hernando, Hillsborough, Manatee, Pasco, Pinellas, Polk, and Sarasota counties.

Workplaces Reimagined features one office per month in the weekly edition, and our fantastic new Tampa location in the MetWest building was covered by the publication on July 30, 2021. Our 15,000+ square-foot office was recognized for its welcoming atmosphere, sweeping views, unique décor, and ample amenities that enhance the workspace for our team.

It is just another example of how Benchmark International goes above and beyond to make sure our teams have everything they need to continue to be leaders and trailblazers in the community, and in our industry.

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10 Mistakes To Avoid When Selling Your Company

Selling a business comes with its share of challenges and concerns. Many business owners do not realize just how much time and energy is required to facilitate the sale of a company and are blindsided when they embark on the M&A process. The good news is that many of the pitfalls around selling can be avoided by learning from others' mistakes, like the 10 outlined below.

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Benchmark International Successfully Facilitated the Transaction Between Millwork 360 LLC and The Marwin Company

Benchmark International is pleased to announce the transaction between Millwork 360, LLC (“Millwork 360”) and The Marwin Company, a portfolio company of Validor Capital, a private investment firm.

Millwork 360, based in Tampa, FL, is a manufacturer of building products, including doors and custom moldings for residential and commercial projects. The company is proudly associated with Mastergrain Fiberglass Door Systems and exclusively distributes for the state of Florida.

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For 70 years, Marwin has been a leading supplier of specialty access products for the single and multi-family new construction markets. Marwin’s line of attic stairways and specialty door products are offered exclusively through professional building products, and dealers provide exceptional value supported with superior customer service.

Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “It was a pleasure to represent Millwork 360 in this transaction. There was a great strategic fit between Millwork 360 and The Marwin Company. Jamie and her team were extremely responsive during this process. This acquisition represented a tremendous opportunity for both businesses and their teams. On behalf of Benchmark International, we wish both companies continued success.”

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U.S. Private Equity Sets Major Record For H1 2021

Data released in a recent report by Pitchbook shows the unprecedented performance of U.S. Private Equity (PE) during the first half of 2021, continuing its intense pace for the third quarter in a row. PE firms closed on 3,708 deals worth a combined $456.6 billion. That’s almost two-thirds of the $711.6 billion deal value recorded in the entire year of 2020, and the two years prior.

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Benchmark International Successfully Facilitated the Transaction Between Qoda Holdings Limited and Efficient Building Solutions Limited

Benchmark International is pleased to announce the transaction between design engineering consultancy, Qoda, and Efficient Building Solutions (EBS).

Established in 2011, Qoda is a highly experienced engineering consultant that brings a personal approach to the mechanical, electrical and sustainable areas of building design. The company, which has a 60-strong consultancy team and offices in Oxfordshire, London and Bristol, operates nationally across a variety of sectors including education, commercial, leisure and healthcare.

EBS aims to play a leading role in addressing the climate impact of the UK’s buildings and helping reduce fuel poverty by creating healthy energy efficient buildings. The group’s portfolio includes physics consultancy Enhabit, product supplier Green Building Store and an expanding renewable energy installation and service group, including Go Eco Renewables and Bright Green Renewables.

EBS is backed by Ansor, the UK’s leading business focused on establishing, acquiring and growing entrepreneurial SMEs.

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As a result of the acquisition, EBS will benefit from Qoda’s considerable commercial track record and expertise which it will bring to the wider group, meaning that the combined companies can offer increased whole building design capability and capacity for clients.

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Sources of Capital in M&A

There are various ways that companies can grow, such as through the institution of new services, the launch of new products, or the enlargement of their market. Yet, growth through acquisition can be a much quicker and easier way to create growth than via the expansion of sales efforts. If the acquisition is a growth option that you are interested in, there are various alternatives through which a deal can be financed, as acquisition financing is rarely secured through one source. Some of the more popular options are included here for your reference.

Cash Acquisition

Shares are usually exchanged for cash in an all-cash acquisition deal. Cash transactions usually happen in cases in which the company that is being acquired is smaller and has smaller cash reserves than the acquirer. In a cash transaction, the acquirer takes on the entire risk as to whether or not the expected value materializes.

Leveraged Buyout (LBO)

A leveraged buyout is the acquisition of a business using a significant amount of borrowed money to cover the cost of acquisition. The assets of the company being acquired as well as those of the acquiring company are frequently used as collateral for the loan. Under this option, there is a common ratio of 90% debt to 10% equity.

Mezzanine Debt

Mezzanine debt includes both equity and debt features. A mezzanine fund is a pool of capital that invests in mezzanine finance for acquisitions, growth, recapitalization or management/leveraged buyouts. Mezzanine financing is usually configured as preferred stock or subordinated and unsecured debt.

 

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Seller Note

A seller note is when the seller agrees to accept a portion of the purchase price in a series of deferred payments. This is often used when the buyer does not have the entire purchase in cash and can only secure a commercial loan up to a percentage of the purchase price. Seller notes are generally unsecured and may be subordinated to other forms of debt. Because a seller note is riskier for the seller, it commands a higher interest rate. The use of a seller note can result in a higher purchase price for the seller but can speed up the closing process, as it is much simpler to negotiate these terms than with other forms of debt.

SBA 7(a) Loan

This Small Business Administration (SBA) loan is government-backed and offered by financial institutions such as banks and credit unions. While the SBA does not lend directly, it insures the loan in the event that a borrower defaults. The application process and paperwork can be quite drawn out because the lender is required to get approval from the SBA to back the loan. Typically, these loans will have better terms than traditional small business loans. The maximum amount allowed for a 7(a) loan is $5 million.

In all cases of sourcing capital for an acquisition, it is important how well the financing lines up with the goals of the deal, and what the plan is regarding the financing structure according to the circumstances of the deal.

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Can you Fund M&A With Cryptocurrency?

What is Cryptocurrency?

It seems like everyone is talking about it, but what exactly is cryptocurrency, or crypto? It is a digital payment method that is exchanged online to pay for goods and services. Crypto uses blockchain, which is a highly secure, ledger technology that is spread between multiple computer systems that manage and record transactions. As of now, bitcoin (BTC) is the most popular digital token network, followed by ethereum (ETH). They are both decentralized, meaning that they are not issued or regulated by a central banking authority. In 2020, Bitcoin beat the investment returns of gold and the S&P 500.

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Benchmark International Successfully Facilitated the Transaction Between Meshh Ltd and Limelight Platforms Inc

Benchmark International is pleased to announce the transaction between London-based Meshh and Toronto-based Limelight Platforms.

Meshh was established in 2017 and operates with nine employees from offices in London, New York and Sydney. It is an award-winning location intelligence specialist that measures engagement and interaction in physical spaces to help clients learn how their customers behave in real-world environments.

Limelight Platforms is a SaaS platform that helps global brands deliver memorable consumer experiences and measure the impact of their experiential marketing.

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The acquisition allows Limelight Platforms to grow its data insights division and to serve clients in Europe and beyond. Leadership from both organisations believe the partnership will accelerate organic portfolio growth with clients in the sports, retail, automotive, advertising, commercial property, and events and exhibitions industries.

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Benchmark International Successfully Facilitated the Transaction Between Design Environments and Boston Trade Interior Solutions

Benchmark International is pleased to announce the transaction between Marietta, Georgia-based Design Environments, and Boston Trade Interior Solutions, with offices in Boston, Chicago, and San Francisco.

Design Environments is a nationally renowned interior design firm specializing in the interior architecture and merchandising of model homes, clubhouses, and amenity/sales facilities throughout the United States. The company was founded in 1991 by CEO Donna DeLuca, who has grown the firm into a national leader in delivering high-quality design services.

Regarding the transaction, Ms. DeLuca stated, “The whole Design Environments team is very excited about the opportunities this combination presents. We strongly believe that Boston Trade will make a great partner in our continued growth and expansion.”

 

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Acquirer Boston Trade is a national leader in renovation, conversion, and new-build projects for the hotel and hospitality industry. The company’s focus on design-forward interior environments that exceed their clients’ economic, aesthetic, and functional requirements aligns perfectly with Design Environments’ long track record of service excellence to similar client sets.

The acquisition is backed by Blackford Capital of Grand Rapids, Michigan, a leading private equity firm in the lower middle market with over $650 million in transaction value and 35 acquisitions at the time of the Design Environments acquisition.

Boston Trade CEO Greg Kadens remarked, “We are thrilled to add such a prestigious and well-respected company to our portfolio. Design Environments is so well run that we can immediately focus on the opportunities created by combining it with our hotel interior design and procurement business. Donna’s leadership throughout the years has brought the company to this point, and we look forward to continuing to work with her as we strive to provide industry-leading services and solutions to our clients.”

This transaction reflects the power of Benchmark’s International’s proprietary “Fingerprint” process, which focuses on each client's unique value proposition when going to market. Regarding the Design Environments transaction, Benchmark International Transaction Director William Sullivan stated, “Our client’s goals and values were highly aligned with the buyer we sourced for them. From the leadership tier of the acquiring firm to the fund partners backing the deal, a shared vision was clear from the start. We are very proud of the role that Benchmark International played in the process.”

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