Benchmark International is proud to once again have had the privilege of partnering with PCrefurb to donate an ICT suite to White Bridge College in Tameside.

A recent IT audit by the school revealed that there are a significant number of students without access to the internet or an electronic device of their own where they live. The recent government Covid-19 laptops for vulnerable students scheme assisted some, but many still remain without the access they need to engage with online learning.

The business acquisition process consists of various stages. Taking the broadest view, the process leading up to the close of a transaction typically entails an initial assessment stage, and a more formalized due diligence period during which the buyer often performs a quality of earnings and legal due diligence exercise.

Many business acquirers have enough commercial and financial insight to enable them to evaluate whether they wish to acquire a business during the initial assessment stage and at what price. Prior to transitioning to the more formalized due diligence phase, the parties in an M&A transaction typically agree on a Letter of Intent (LOI). Although it is important to get the LOI right because it essentially lays the foundation on which the transaction should proceed, first-time business buyers are often unnecessarily intimidated by the task of formulating the LOI. Buyers can be generally confident they are taking the right approach to the LOI if they take care to understand the key purpose of the LOI and bear in mind a few simple commercial tips. In fact, when done right, properly crafting an appropriate LOI can help a buyer set themselves apart as a capable buyer, particularly when the seller is receiving multiple offers or there is a formal competitive bid process.

First, it is important to understand the key purpose of the LOI and to realize its scope and limitations. At a high level, the purpose of the LOI is to establish the key commercial terms of the business sale agreement between the parties, and to provide the framework on which the transaction can proceed according to the parties’ agreement. Also, the LOI will serve as the cornerstone document for the lawyers to draft the definitive transaction documents. A helpful LOI will not only specify the commercial agreement between the parties (for example, setting out the purchase price and the types of consideration if there is structure in the deal), but also provide a roadmap for key milestones or conditions to be completed by the parties in order to reach a successful close. The LOI needs to have enough detail to provide an appropriate framework, but it will typically not capture every single transaction detail. Naturally, there is a delicate balance between having enough information to provide a framework on which the deal can proceed, and not being too over detailed so as to prematurely freeze the deal discussions. An ideal LOI should contain enough information to reflect the parties’ agreed commercial terms and also provide a roadmap for the steps to be completed for the transaction to take place.

First-time buyers conducting online research are also often confused by different terminology concerning preliminary acquisition documentation. While there can be certain differences between LOIs, Indications of Interests, Heads of Terms, and Term Sheets (to name a few forms of initial acquisition agreements) depending on the jurisdiction, purpose of the agreement, or stage of a formalized M&A process, these types of documents share a lot of common principles and sometimes serve the same function. In the lower middle-market M&A space in the U.S., the majority of initial acquisition documents are formulated as an LOI.

Letters of Intent can be as short as a single page, or as long as several pages. The length of the LOI, as well as the types of provisions and level of detail in each section, depends on the deal specifics and preference of the parties. At a minimum, most LOIs contain:

• Information about the specifics of the type of proposed transaction (for example, whether the prospective transaction will take the form of a stock or asset deal)
• The purchase price
• Types of consideration if the transaction involves structure
• Conditions to close
• Other commercial or legal provisions the particular parties may wish to specify

Although LOIs are generally commercially viewed as non-binding in nature, buyers and sellers should take care to specify whether any particular provisions of the LOI should remain binding even if the prospective transaction fails to materialize. For example, although a buyer may wish to specify that it is not required to transact a close in the event a condition precedent is not completed, the seller may wish to specify that the buyer will be bound to keep sensitive information learned about the seller’s business confidential even if the transaction is not completed. Specifying which provisions, if any, shall remain binding on the parties can help avoid unnecessary confusion.

While the LOI may be non-binding in nature, this feature should not encourage the buyer (or the seller) to punt difficult or contentious items to a later stage in the transaction if they can be agreed at the LOI stage. Typically, parties best serve transactions when the difficult issues are resolved between them as early as possible. Commercial experience has shown that the parties that try to approach the LOI as if it were “fully binding” and address the difficult or controversial issues upfront are more likely to have a smooth transaction because the tough deal points are sorted earlier in the process. In addition, if it turns out there will be a sticking point between the buyer and seller, it is typically in both parties’ favor to have that issue addressed as soon as possible. If in dealing with the difficult issues an insurmountable deal sticking point is revealed, the buyer will not waste unnecessary time and resources on an unrealistic transaction. This will enable the buyer to more swiftly move on to other potential opportunities potentially enabling them to realize an alternative transaction sooner. Likewise, the seller also benefits from this approach because the sooner a deal stopper is identified, the more time and resources the seller saves compared to wastefully engaging with a buyer who will not acquire the company. Of course, not every deal point can be agreed in final detail at the LOI stage, but as general rule of thumb, addressing the heavy issues as early as possible can help lighten the work later in the transaction process.

Buyers can help themselves avoid an unnecessary deal breakup by understanding the seller’s mindset. In fact, buyers who proactively address points important for the seller in the LOI can build up goodwill towards the seller and help themselves standout as a capable buyer. For example, sellers are typically hesitant to agree on an exclusivity provision in the LOI which prevents the seller from engaging in discussions with other prospective buyers while the signing buyer engages in due diligence. A buyer which, from the outset, proposes an ambitious but realistic due diligence period with a limited exclusivity provision demonstrates an appreciation for the seller’s concerns and exhibits drive to peruse a swift transaction.

Also, savvy sellers understand the LOI will not capture all the details. As a result, sellers are likely to engage in discussions with the buyer about the reasoning and thinking behind the buyer’s provisions in the LOI. Buyers should be familiar enough with their proposed terms to be confident to have a meaningful commercial discussion with the seller. For example, if a buyer offers an exceptionally aggressive price based on limited information about the selling company, the buyer should be prepared to provide details on how they value the company. Otherwise, the seller will be forced to ponder whether the deal is too good to be true and may become unnecessarily overly skeptical. While not every detail needs to be spelled out in the LOI, the buyer’s proposed deal terms need to make sense. For example, if a proposed transaction will involve an earnout component subject to conditions, buyers could better position their offer by providing information on the earnout parameters, including information on how the earnout payment can be achieved.

Bearing these key points in mind should help buyers be less apprehensive about the LOI process. Indeed, the LOI is also often subject to various rounds of markups, so the buyer should be prepared for counter-comments but shouldn’t be shy about starting the negotiating process in writing. It is helpful to put the ideas on paper to allow the parties to focus on the key deal specifics. Putting forth a proper LOI in the first draft will show that you are a professional buyer and will ultimately help set the stage for facilitating a smooth transaction process.

Benchmark International is pleased to announce the sale of Warwickshire-based 81G to cyber services provider, Babble.

81G provides fully managed IT support and services to SMEs. The company manages IT infrastructure for companies with no internal IT department, or those looking to complement their internal IT department.

Founded in 2001, Babble is a technology partner that deploys cloud solutions. In 2020 the company was valued at £90 million after rapidly growing annual revenue to £30m. Babble is backed by private equity partner, Graphite Capital, and the purchase of 81G is Babble's third deal in three months and the seventh since the start of 2020.

Matt Parker, Chief Executive of Babble, said: "The talented team at 81G Blue shares our ambition to enhance customers’ agility, efficiency and profitability and we’ve no doubt they’ll add significant value as we continue to strengthen our cyber business unit.

"Our buy and build strategy has continued at pace in 2021. We have more acquisitions in the pipeline, as we seek high quality, innovative businesses that have the potential for further growth."

Speaking on working with Benchmark International, Samantha Gibbs, Managing Director of 81G, said: "Every step of the way the Benchmark team comprising of the bright, positive and proactive Erica Skittrall, alongside her colleagues Andrew Roberts and Jonathon Parkinson, who are both consummate professionals and expert advisors, were by my side making sure that the negotiation was completed in the most fair and equitable way for my business to go on its next journey. Following a short, sharp but intensive due diligence process, the business sale was completed. If I had ever doubted using a broker, I am a convert, and if you are wavering to use a broker reach out to Benchmark first. I can't recommend them highly enough.”

Have you always dreamt of owning your own business? What about having your boss’ job? If you are in management and in a privately owned company, it might be possible for you to be the boss and the owner one day. However, many mid-level managers do not know how to accomplish their dream of owning a company that currently employs them. The good news is that your dream can become a reality.

One of the challenges of transitioning from an employee to a business owner is thinking like a business owner. As an employee, your manager/owner provides guidance, and often you may not question the guidance. As a business owner, you make all the decisions, set goals, and create a plan that will drive the future of the company. Then, you will be the one that has to drive and financially fund the vision. Yes, you will develop mentors around you, but as a business owner, you are the one that benefits and suffers from the positive and negative outcomes of your decisions.  

While you may work long hours currently, be prepared for a more immense workload and additional hours. Employees have a work schedule, and business owners that operate the company do not have work schedules. You are on call 24/7, and it is hard to get away from the business as you always carry that burden with you. Vacations are interrupted and weekends are often spent at the business. However, if you are in a place in your life where you can dedicate the required time, mentally and physically, to the business, the long term pay-off, whether it be financial or time freedom, can be significant.

Interview your owner and shadow him/her if possible. Ask the company owner for insight into their day. Understand the stresses that the business owner deals with daily. Some of the stresses will be confidential, such as employee issues or financial issues, so anticipate that your receiving limited insight.

Then commit to making your dream a reality. Ask the business owner their exit strategy. Some owners may be open to a slow exit where you can purchase the company over a few years, or they may want a clean exit where you have the option to purchase the company immediately and the current owner walks away after a short handover period. Having an introductory conversation about your interest in purchasing the company is going to be important. Once you understand the business owner's personal goals regarding their exit, it will allow you to structure a deal to achieve both parties' goals.

It is important to prepare your financing so you know how much you can afford. This knowledge is key to structuring an offer. The business owner will need to share the information around the business' performance for a bank to underwrite an acquisition. The company's current banker might be a good starting point. After your conversation with the business owner, ask if they would be open to making an introduction to the company’s banker. The banker understands the business and risk as they have underwritten the business previously. Their goal would be to underwrite the business to incorporate the new ownership. 

Be patient and ask for help when needed. Purchasing any business can be an emotional process. If you have never been through the process previously, you may need to seek help from your advisers or hire an experienced buyer side M&A advisor. There are many resources available to you to help with the purchase.

Trufora, brings a new standard to dermatology by providing the market with skincare products that contain ingredients proven to be effective, safe, and non-irritating, and used at levels proven to achieve a visible, clinical benefit. The company provides products that allow every woman to feel confident, inspired, and beautiful in their skin. The products are made to simplify a women’s route and life with fewer steps but more results. Their consumer skincare line is free from more than 1,300 known toxins.

Trufora’s skincare line has been a featured product for HSN, Birchbox, and Ipsy to name a few. The company has also launched a membership model allowing customers to have access to their favorite Trufora products at a discounted price.

A critical element of completing this transaction was identifying and marketing to a variety of potential acquirer classes on behalf of Trufora. We were pleased to see that three very different strategies each produced at least one eager acquirer to submit an LOI to acquire Trufora. One of the buyers had a marketing background heavily tied to Amazon, one of the platforms Trufora utilizes for its products. Another buyer was from China and looking to acquire a US brand to help increase their Asian beauty empire. The third buyer, Genesis Group, was an interesting fit given, its founder, Artem Mariychin’s background in the consumer predictive analytics space. Trufora believed that the partnership with the Genesis Group was the best fit for the future of the company and is positioned to grow the company to the next level. This supports the notion that the obvious buyer or the usual suspects are often not the best prospects.

The Genesis Group was founded by Artem Mariychin with the goal to invest in opportunities that could benefit from his experience. Artem is the co-founder and CEO of Zodiac. Nike acquired Zodiac, a predictive analytics company, in 2018. While CEO of Zodiac, Artem built a company that provided retailers with a tool to predict the long-term value of each customer instantly and accurately, also known as the customer’s zCLV or Zodiac’s Customer Lifetime Value. Marketers use the zCLV to discover who their future highest value customers will be so that they can retain those valuable customers long-terms and acquire similar customers.

Prior to Zodiac, Artem worked at Goldman Sachs, Highbridge Capital, 3G Capital, and Perry Creek Capital.

The acquisition process can understandably be a very daunting task for sellers, let alone an uncomfortable experience that pulls back the curtains on their business and its most intimate information. Many sellers realize this is not their area of expertise, and will make the informed decision to contract with a sell-side M&A advisory firm prior to officially entering the marketplace. The M&A advisory represents the seller, but can function as your ally as a buyer if you let them because they have incentive to get a deal done. Although M&A advisors can guide a seller through the sales process and educate them on market norms, they’re not capable of self-fabricating the comfort level between buyer and seller. Over time, a seller’s relationship with a potential buyer will prove to be most advantageous in getting to the finish line of a transaction, as there will be numerous items both sides will have to work through together. Unfortunately, agreements can fall apart due to a lack of mutual comfort between the buyer and seller, and this is typically a result of a combination of multiple factors set in motion long before official due diligence even began. The following are steps you should consider when working side by side with a seller during the transaction life cycle.

Be transparent with your background information in the beginning.

This is a very important first step, and it sets the stage for how trustworthy the seller will perceive you to be going forward. Be prepared to sign an NDA before receiving any confidential information from a seller, as this is a customary measure taken to ensure you bear some level of legal responsibility around any and all sensitive information the seller turns over to you. Understand that the seller is handing over their most private information and they need assurances from you the information will not be used against them by a competitor. With your NDA, make sure to include background information on yourself, your company, your intentions, and your interest in the seller’s business. Take this as an opportunity to highlight your achievements and accomplishments, speak about your goals, and so on. Sell the seller on why they should view it as an honor that you have expressed an interest in their business. 

Take advantage of introduction calls.

Once you’ve gotten past the NDA stage, you will receive a small sample size of a seller’s confidential information. The next step should be an introduction call for both parties to get to know one another on a more personal level. These first calls are meant purely to be introductory in nature, and fairly high level, considering this will be your first chance to speak with the seller. Be willing to field a high number of questions from the seller as this presents another opportunity to highlight yourself, your company, your intentions, and your goals. On the contrary, sellers are proud of what they’ve built, and will be more than willing to discuss their company’s history, struggles, achievements, etc., so be sure to keep an open ear when they speak. Ask open-ended questions and build dialogue. One last but very important item to keep in mind is that every seller has a goal they’re looking to achieve by selling their business, and it’s typically more than a specific dollar figure. Some sellers are looking for a full sale to move into retirement, while others are looking for a partner to infuse capital and new growth ideas, among countless other scenarios. Listen closely to a seller’s intentions as they go beyond the monetary value of a transaction.

Make data requests with care.

As you delve deeper into a seller’s business, you will at times need to request additional information. Sometimes information you requested in the past leads you to new questions. Perhaps your review of the previous three years of financial records leads you to want to review the past five years. Or maybe you heard the seller discussing expected growth on your introduction call so you would like to see their proforma for the next year. Regardless, with each passing data request, more questions will arise from a seller as to why you are requesting this information. Make sure to always explain your reasoning behind each request you make for additional information, and always remain understanding of a seller’s sensitivity around releasing confidential information. Sometimes it’s best to facilitate data requests through a sell-side M&A advisory if the seller is using one. This advisor should be viewed as your ally and can assist in explaining market norms regarding data requests to the seller.

Remember the importance of site visits.

At some point, back and forth via email and phone calls will no longer suffice. Take the initiative with a seller to be the first to suggest an in-person meeting. Be prepared to travel to the seller and field your own travel expenses. If the seller suggests meeting halfway, or accommodating you on your visit, consider this an added bonus to you. A site visit presents the greatest opportunity to build further rapport with a seller, and put a name with a face. There will be conversations you can have in-person with a seller that can be more challenging when done virtually. This will also give you the opportunity to potentially see their operations, facility, location, etc., provided that you are meeting at their location. Remember, there could be possible limitations during your visit as the visit may need to be conducted after-hours and you probably will not be afforded the opportunity to meet the company’s employees. Though not necessary prior to a formal offer, a site visit is a very critical piece of the transaction lifecycle, and should never be discounted.

Submitting and negotiating a formal offer.

Once you are comfortable with your knowledge about a seller’s business, you will be in a position to submit a formal offer. Chances are, your first stab at a formal offer will fall short of a seller’s expectations, so don’t take offense, just remain flexible. Always remain willing to work with a seller towards an agreeable offer for both parties, while maintaining respect. Sometimes buyers and sellers can “outfox” themselves by overthinking the presentation and discussion of offers. Try to cut down on gamesmanship and be straightforward with your intentions. Oftentimes, sellers will have questions regarding topics such as your funding capabilities, and timing. Perhaps you might consider listing out deadlines for yourself in a formal offer that will give the seller assurances you will stay on target. These deadlines could involve a maximum number of days to produce a first draft of a purchase agreement, first draft of an employment/transition agreement, proof of funds, and so forth. Lastly, and this goes without saying, always operate in good faith with formal offers, and never enter the official due diligence phase with intentions not clearly defined in the offer you mutually execute with a seller.

Passing on the opportunity.

Unfortunately, not every transaction is meant to happen, and sometimes this cannot be determined until much later in the process. At some point, you as the buyer may decide an opportunity is not going to work for any number of reasons. The seller will want to be informed and understand why you no longer wish to move forward with them. In some scenarios, the seller may already understand, but giving them details as a courtesy is appreciated. Regardless of the reasons, always make an effort to communicate this in detail when walking away from a possible deal. It could prove to be worthwhile to maintain a relationship post discussions as well. Keep in mind, as you go further down the road with a seller, you will become privy to more confidential information, you will build a deeper relationship, and expectations naturally begin to take shape. The level of detail you provide on the reasoning for your pass should always line up with how much time you have spent on the opportunity and working with a seller.

Benchmark International’s UK offices have experienced a sharp increase in the number of deals completed since the beginning of 2021, notably completing 8 deals within 8 days.

Maybe you’re not sure if you are ready to sell your business, but you’re curious about what you could learn if you put it on the market. You can always put your company on the market at any time, but you should understand the right way to do it, and everything that you need to consider.

What Does It Take to Complete 52 Transactions in 52 Weeks?
2020 brought us all a huge amount of uncertainty. From an unexpected global pandemic to an election year, business owners tooling with the idea of a transaction were skeptical of success and market interest. With immense challenges presenting themselves, Benchmark International US offices took the year by the horns and hit another record year of completed transactions.

Following their 2019 accomplishment of 40 successful deals, Benchmark International’s US  transaction teams saw the opportunity to take it one step further, completing 52 domestic deals. This is a 33% growth rate in the midst of one of the most trying economic environments to date.

The question here is: What does it take to complete an average of one deal per week, every week, in the midst of a global pandemic?

Keep the Consistency

The five US transaction teams showed consistency when working with our clients, no matter the deal size or time on market. Being industry agnostic allowed Benchmark International to bring a wide range of companies to market in 2020; from quick deals to major transactions, the team displayed prodigious work ethic to find the perfect fit for their clients.

COVID-19 tested global corporate environments, but Benchmark International adapted to the temporary work from home changes with ease. Distractions while working from home could have easily altered the company's success, but with virtual communication and determination to find the best for our clients, the team proved resilient. Benchmark International’s 2019 modernization of its tech systems, from top to bottom, paid off handsomely.  A new CRM, the move to cloud-based storage, and widespread adoption of Microsoft Teams for inter-office communications all occurred in the first months of 2020, just in time to a two-month work from home period, a minor annoyance as opposed to a hinderance.

Show Resilience

Both buyers and sellers saw a shift in focus when COVID-19 hit challenging the way M&A firms traditionally go about business. It took tedious due diligence amongst the five transaction teams to ensure the value of the companies represented was preserved.

2020 financial concerns are guaranteed to be on business owners' minds when moving into conversations regarding a full/partial sale in 2021. There is not yet a "market standard" on COVID-19 "add backs." However, owing to the breadth of its transaction experience both domestically and globally over the last year, Benchmark International is helping to shape that emerging standard, pushing for fairness to sellers wherever possible and reminding buyers that their true interest lies in determining how the business will perform under normal circumstances..

Stick True to the Foundation of Benchmark International

Benchmark International was formed on the ideology that every business is a family business. The dedication demonstrated by everyone at the firm (from analysts to directors to executive leadership) is what stands this team apart from their competitors. Sticking to the robust business model originally set forth by the founders, Benchmark International was ready and able to handle challenges that were unrecognizable prior to the year 2020.

As Benchmark International continues to set records statewide, the notable accomplishments extend beyond that; for SIX years in a row, the company as a whole completed 100+ transactions per year. This shows that geographical location, although important, doesn't outweigh work ethic, consistency, and resilience amongst a team like Benchmark International.

Benchmark International HQ is currently participating in the Keep Tampa Bay Beautiful initiative, specifically the Adopt-A-Road program for the next two years to promote environmental stewardship, team building, and to keep our city and streets beautiful. 

The Adopt-A-Road program is a great opportunity for corporations to give back to the community through stewardship of public right-of-ways, parks, and shorelines. Adoptions greatly enhance the appearance of our communities and go a long way in reducing litter and debris from entering our waterways and polluting the natural habitats of our native wildlife. 

The Tampa office has officially adopted the stretch of road from W Boy Scout Blvd/W Columbus Drive, and as part of the program, is responsible for at least four cleanups a year.

Recently, the Tampa office participated in its first official cleanup of 2021. There were 15 volunteers that split up into two teams that covered the two-mile stretch of road to pick up debris, enjoy the Florida sunshine and fresh air, and got to wear very fashionable safety vests and use trash grabbers.

The staff was able to enjoy an afternoon of team bonding, cleaning up for a good cause, and remembering in the process to keep Tampa beautiful.

The goal is to have the entire office volunteer over the year to get to know their team members more and again give back to an amazing cause.

Benchmark International is honored to be a part of this initiative and looks forward to the upcoming Keep Tampa Bay Beautiful cleanups in the months to come. Learn more about how you can support or get involved with Keep Tampa Bay Beautiful - https://www.keeptampabaybeautiful.org/

About Keep Tampa Bay Beautiful 

Keep Tampa Bay Beautiful is an environmental nonprofit organization. Our mission is to promote a culture of environmental stewardship through volunteer and educational opportunities. Our focus areas are conservation, waste reduction, and beautification. Keep Tampa Bay Beautiful provides a unique experience for individuals to make an impact in our community. We offer a variety of service projects to work with groups of all ages. 

Benchmark International is pleased to announce the transaction between Liverpool-based, The Bookyard, and London-based Restore.

Established in 2006, The Bookyard is a specialist recycler and supplier of service parts, tools and accessories for Apple computers and devices.

Restore is an AIM-listed document management, shredding and computer recycling company, providing its services to offices and workplaces in both the private and public sectors.

Representing another milestone in Restore's strategy for growth via organic expansion, strategic acquisition and margin improvement, the transaction is designed to further strengthen Restore's capability in the growing recycling market for Apple goods.

One of the more complex components of an M&A transaction is a seller’s net working capital, hereinafter referred to as working capital. Working capital is a financial term used as a measurement of a business’s ability to meet its financial obligations over the coming business cycle (typically 12 months). The consideration of working capital is typically performed during the due diligence period. The calculation of working capital requires the assessment of two areas: current assets and current liabilities.

• Current assets are the assets of the business that the owner(s) anticipate using for normal operations within the next business cycle. The most significant components of current assets are typically cash, accounts receivable, and inventory.
• Current liabilities are the obligations of the business that the owner(s) anticipate satisfying within the next business cycle. The most significant components of current liabilities are typically accounts payable, accrued expenses, and the current portion of the business’s debt.

The logic of corporate finance works on the premise that current assets are used to pay off current liabilities. While working capital is not defined under the Generally Accepted Accounting Principles (GAAP), it is commonly calculated using this formula:

Working Capital = Current Assets – Current Liabilities

Why does working capital matter?

As previously mentioned, working capital is used as a measurement of a business’s ability to meet its financial obligations over the coming business cycle. Another way to consider working capital is that it is a measure of a business’s liquidity. A liquid business should not have problems meeting its short-term financial obligations if all things remain constant. It is unlikely that the owners of a liquid business will be required to invest additional capital or seek outside financing (e.g., debt) to satisfy the needs of the business in the subsequent 12 months.

How much working capital is the right amount?

If a buyer and seller agreed that $2,000,000 is an acceptable working capital level, and a seller delivers lower working capital to the buyer, then often there is a mechanism in the purchase agreement to lower the purchase price of the business. The reduction would generally be dollar-for-dollar (i.e., each dollar required to get the working capital to an acceptable level will likely lead to a dollar reduction in the amount to be paid to the seller). Conversely, if the working capital is higher than what is agreed on as the acceptable level to provide at closing, then there often would be a dollar-for-dollar increase to the purchase price to the seller.

The letter of intent typically clarifies the buyer’s expectation with regard to the required level of working capital to be left in the business, or the proposed methodology in determining working capital. Often, though, working capital is a point of negotiation up until finalization of the purchase agreement. There are a variety of options for setting the agreed upon working capital, but these are the two most common methods:

• The buyer will want some number of “months” as a cushion. If the business’s total expenses for the year are $1,200,000 and the business will be expected to spend $100,000 per month, then a buyer wanting “three months of cushion” for this business would thus require working capital to be at least $300,000 at closing.
• The buyer will want the working capital to be equal to “historical levels.” Historical levels can be calculated by averaging the working capital on each of the previous 12 months’ balance sheets.

Both methodologies provide a guideline in arriving at an acceptable level as part of negotiation between the buyer and seller. No two businesses or deals are alike, but a company’s working capital—just like the various line items from which it is drawn—are assets of the business and, as such, represent part of what is to be sold.

What can the seller do about working capital?

In the event the seller has his/her mindset on what to exclude when the sale occurs, the seller should work with its professional advisors to determine whether the specific items that could be removed from the proposed working capital terms and how that will impact the deal structure. In doing so, the seller must keep in mind that the specific item may be considered by the buyer as necessary to keep the business generating revenue—and if so, he/she might view the retention by the seller as something having a major impact on valuation. If, on the other hand, the asset is not deemed as useful to provide a reasonable buffer for “months of working capital” or a similar metric, or to be used for a specific business function, and its absence will therefore not impact operations nor require the buyer to invest additional capital into the business, the asset can typically be removed with little effect on valuation.

When addressing working capital, it’s important for the seller to always consider the total cost of the deal to the buyer and the buyer’s perception of the risk associated with the business. This is key area of negotiation, and understanding the different methods to determine working capital and what is important for both the seller and buyer is a critical element to reaching a successful close.

Benchmark International is pleased to announce the transaction between Basildon-based Kbiosystems and Porvair, the specialist filtration, laboratory and environmental technologies group.

Kbiosystems specialises in the design and manufacture of laboratory instruments, with particular expertise in automated microplate handling systems. With in-house design, manufacturing and assembly facilities, and a team of long-standing specialists, the company services an international client base, supported by a substantial network of global partnerships with distributors. In the year ended 31^st March 2020, Kbiosystems reported revenues of GBP3.8 million.

Porvair is a group of specialist filtration, separation and environmental technologies businesses. Its products are used in a range of niche filtration and separation markets, and are derived from its expertise in the design and manufacture of filtration and separation systems. It is organised into three divisions: Aerospace & Industrial; Laboratory; and Metal Melt Quality. The group has operations in the UK, US, Germany, the Netherlands, and China.

Following the transaction, Kbiosystems will continue to operate from its existing premises and will be integrated into the group's Laboratory division.

Commenting on the acquisition, Ben Stocks, Chief Executive of Porvair, said: “We are delighted that Kbiosystems has joined the group. We have known the business for many years and there is a good fit between our laboratory consumables business and Kbiosystems' instrument automation expertise. Together the businesses have a compelling offering for laboratories seeking to automate their sample testing processes."

Benchmark International is pleased to announce the transaction between Stoke-on-Trent based Hymor Timber (Hymor) and National Timber Group (NTG).

Established in 1990, Hymor is an independent timber merchant supplying ethically sourced hardwood and softwood to a range of trade and commercial customers, including joiners and manufacturers.

Hymor employs 28 people and in 2020 achieved revenues of £4.5m. Hymor’s acquisition was initiated by the owners’ succession planning.

National Timber Group is the largest independent added-value timber distribution and processing group in the UK, serving a diverse customer base including joiners, housebuilders, and contractors. Created through the acquisitions of market-leading brands Thornbridge, North Yorkshire Timber, Rembrand and Arnold Laver, the group now has a combined turnover of over £250 million, over 1,300 employees, and 64 processing and distribution sites.

National Timber Group is a portfolio company of Cairngorm Capital Partners, a specialist private investment firm providing equity capital and management expertise to leading UK companies. It invests in strongly performing, private mid-market growth companies in manufacturing, distribution and services industries.

A highly complementary and strategically beneficial transaction, it enables National Timber Group to expand into the Midlands and North West. Hymor’s product offering also complements those at NTG’s specialist hardwood depot in Hull that serves Yorkshire and the Humber.

Benchmark International is pleased to announce the transaction between OpenSource International LTD, OpenSource Intelligent Solutions (Pty) Ltd (OpenSource) and Workforce Holdings Ltd.

OpenSource is a South African and Mauritius-based business that was established in 1993. The company places skilled SAP resources on both a contract and permanent basis as clients utilize SAP’s Enterprise Resource Planning system. The company also provides SAP training and other services, including SAP site maintenance and payroll outsourcing. OpenSource is an accredited SAP partner and resources consultants across all SAP modules and complementary technologies for companies internationally.

Managing Director Michelle Viret has over 35 years of IT experience and specialises in marketing and sales, focusing on resourcing and training. Delighted with the outcome, she commented on the transaction, saying, “Again, thank you for introducing OpenSource to the right company upfront. You heard our brief, and from the first meeting, the long-term choice we made is right for us. Our business fits hand in glove with the Workforce philosophies, operation, and culture – it is certainly a ‘can do’ attitude, and it is refreshing to have input from leaders that have years of business knowledge and savvy, specifically someone like Mr. Ronny Katz.”

Workforce Holdings and its Group of companies provide employment, training, healthcare, wellness, financial services, and lifestyle benefits to individuals and their employers. Established in 1972, Workforce Holdings is listed on the JSE Altx exchange, employing over 1,340 permanent staff and paying approximately 34,000 assignees.

The Group’s business model reflects its diversification and is structured into five operating segments: staffing and recruitment, training and consulting, employee health management, financial and lifestyle products, and process outsourcing. This structure facilitates integration and diversification of services, including expansion into adjacent services and new markets.

Detailing their motives for the acquisition, Workforce stated that this transaction allowed it to further expand its human capital services offering. “This is consistent with Workforce’s previously stated growth and diversification strategy. The acquisition introduces a profitable and specialised business with a broad footprint and a driven, entrepreneurial management team into the Workforce group,” it said.

Ronny Katz, chief executive officer of Workforce, said, “The OpenSource Group offers services as an accredited SAP partner, allowing Workforce to offer leading solutions in a new and diverse market. Also, this complementary offering provides both Workforce and the OpenSource Group with exciting cross-selling opportunities within their respective customer bases.” He added: “Dealing and engaging with Benchmark was a positive experience. The professionalism and pragmatism of their deal team assisted us as buyers in expediting, and ultimately finalize, the transaction.”

Tiaan Smit, representing Benchmark International’s South African office, added, “For the Benchmark International team, understanding Michelle and the unique strengths of the OpenSource business that she has built up over the last 28 years was key to finding the right acquirer. We believe that Workforce is the perfect match, and by leveraging Workforce’s established backing and support, Michelle’s drive, energy, and strategic foresight will take the businesses to even greater heights. We’ll be following their progress closely and look forward to their mutual success.”

Benchmark International is pleased to announce the sale of Ripley-based specialist maintenance company, Restek, to an Employee Ownership Trust, joining the growing number of employee-owned businesses across the UK, as it announced its 14 permanent team members would be taking a stake in the business.

Founded in 2013, Restek provides a range of services including concrete structural repairs, composite strengthening, ground remediation and geotechnical solutions through the use of innovative materials, specialist products and techniques.

With an increase in revenue of more than 500 per cent in the past five years, the business has quickly grown to be a market leader in ground engineering, having worked with numerous local authorities and blue-chip companies including Network Rail, Barclays and Highways England.

Commenting on the transaction, Mr Knight said: “Since incorporating the business, I always had the intention of stepping away, and following consultation with Benchmark and Napthens, I decided that employee ownership was the best fit. Growing revenue every single year, Restek has now been involved with a catalogue of exciting, high-profile schemes, quickly cementing ourselves as a leaders in our field.

Benchmark International is pleased to announce the transaction between ParcelNinja (Pty) Ltd and Imperial Holdings Ltd.

ParcelNinja (Pty) Ltd was founded in 2013 by Justin Drennan, Ryan Drennan, and Terence Murphy, launching its first commercial services in October 2014. It offers South African online shops an affordable outsourcing solution for all their fulfillment needs.

Delighted with the transaction, Justin Drennan added: "I was genuinely amazed at the pace and energy injected into this process by the team at Benchmark. Being prepared to engage directly with Imperial and having the advice I needed to get the deal done correctly certainly boosted my confidence at the negotiation table. Imperial is an outstanding company, and we are exceptionally pleased to have found a home with them."

Imperial is an African-focused provider of integrated market access and logistics solutions, focusing on five key industries - healthcare, consumer, automotive, chemicals, and industrial and commodities. Ranked among the top 30 global logistics providers and listed on the JSE, Imperial actively seeks out and leverages new technology to deliver innovative, end-to-end solutions to improve their customer's lives with access to quality products and services.

"Enabled with leading software, processes, and people capabilities in South Africa, ParcelNinja provides fulfillment in both B2C and B2B channels including the informal market, supported by the management and optimization of courier parcel deliveries," said Mohammed Akoojee, Imperial Group Chief Executive Officer. "This acquisition supports Imperial's strategic ambitions to accelerate our digital capabilities and expand our logistics and market access services into last-mile distribution, e-commerce fulfillment, footprint and scale in Africa while ensuring local relevance for our clients and principals."

Commenting on the transaction, Dustin Graham added, "It is certainly encouraging for Benchmark to conclude a transaction that provides distinct advantages to both buyer and seller by each leveraging off the other's strengths and existing capability. We look forward to seeing ParcelNinja grow in concert with Imperial and deliver outstanding service to a vast new basket of customers throughout South Africa."  

Taking your business to market is a very challenging yet rewarding process. Receiving feedback from potential buyers enables you to learn both what specifically attracts buyers to your company and what your business is generally worth. Throughout the process, a valuable lesson learned will be the importance of weighing all potential offers, rather than strictly accepting the highest offer.

Consider the likelihood that the buyer can finance the proposed offer

Having multiple Letters of Intent (LOIs) to compare against each other is a great problem for a seller to have. Each offer is unique and presents different solutions to finance the proposed transaction. However, an LOI is not binding and simply moves you into an exclusive relationship with a buyer for a set period (typically 60-90 days). Deciding to enter an exclusive relationship with this one buyer can affect your perceived value with other serious buyers, should you have to reopen dialogue if the agreed upon LOI does not ultimately close the deal.

A major component in valuing an LOI is the legitimacy of the offer. One buyer may come in and submit an offer that is a percentage higher than that of other buyers. If you agree, spend time working with the buyer, and ultimately learn that the buyer does not have the funds necessary to pay the intended price, you have lost valuable time on market and there is no guarantee the landscape will be the same upon return to market. For example, other buyers that extended an LOI may have moved on, eliminating them as a potential buyer for your company. Effectively, each seller must determine the authenticity of an offer in respect to the time it will need, the resources that must be committed, and the effect it will have on relationships with other buyers.

Deal structures can be valued in many ways

A second characteristic to consider is the structure of the deal. Four broad levers that buyers have in structuring an offer are cash, equity, debt and earnouts. The percentage makeup of each component is a huge aspect of the offer. For example, a seller who values cash upfront may value a $10 million all-cash offer more than a $12 million offer that is split between 50% cash and 50% earnouts based off estimated financial performance post transaction. An earnout structure would be less appealing to that seller due to the uncertainty of achieving the targeted earnout performance and/or the potential for litigation in the period between transaction-close and the earnout’s expiration.

Compatibility with your potential partner

Unless you fully exit your company and receive a full-cash offer, another topic to consider is determining how well the buyer aligns with you and your company. While not always the case, some buyers may state that proposed deals are contingent upon the owner remaining on full time after the sale because they value the owner’s role for a successful transition of ownership. For any deal in which this is the case, you would also need to reflect on whether you are willing to transition from being the manager to being managed.

A buyer’s compatibility with your company also matters when your payout is contingent upon earnouts or a retained equity position. As mentioned in the previous section, funding for the sale can include earnouts. An earnout is a post-closing purchase price payment that is contingent upon the acquired company meeting negotiated performance goals post closing. If your company’s performance post acquisition does not pan out as expected, the earnout expectations may not be met and you would not receive the compensation which was expected at the close of the deal.

Alternatively, if the seller retains an equity position in the company post sale, then there may be a benefit to accepting an offer from a buyer that is not the highest bidder: if that buyer brings a strategic relationship that grows the value of the retained equity position. Oftentimes this strategic relationship manifests itself in operating synergies allowing for expense reductions, new revenue growth opportunities, or additional management expertise.

Financing strength, deal structure, and compatibility are three of many attributes in addition to the final price that must be considered when selling your company. Ultimately, in a process that is so complex and intense, choosing which offer to accept is not quite as simple as accepting the highest offer.

Strategic partnerships can be game-changers for SaaS (Software as a Service) companies. Sales revenue is clearly of vital importance, but it takes more than just those numbers to make things happen on a larger scale. Relationships are the bedrock of business. If you are looking to drive growth, a strategic partnership can be a very powerful tool to help your company increase its audience, build upon the brand, and tap into new markets. All of this, in turn, can prop up your sales team and boost your overall growth.

Benchmark International is pleased to announce the acquisition of GreenTex Landscaping Inc. by Zodega Landscape Services, LLC.

GreenTex Landscaping Inc. performs landscaping, groundskeeping, edging, trimming, mulch, aeration, and other lawn care services across the North Dallas area, servicing residential and commercial customers. GreenTex has been successfully operating for more than 13 years and has received the Angie’s List Super Service Award for outstanding customer service for six years in a row.

Zodega offers high-quality lawn care and landscaping services to high-end residential and commercial properties across the Houston metropolitan area. In addition to standard landscaping and lawn maintenance, Zodega provides tailored pressure washing and pest control to suit customer needs.

Bill Biancaniello, President of G-Tex, Corp. and former owner of GreenTex Landscaping, commented, “The Benchmark team did a fantastic job of keeping the transaction on track. They were available to provide support throughout the entire transaction process and were particularly supportive in giving the final push which got the transaction over the finish line.”

Regarding the deal completion, Anthony Hernandez, Benchmark International Transaction Director, shared, “the Benchmark team is delighted to announce the successful sale of GreenTex Landscaping to Zodega Landscaping. The team is excited to see Zodega’s successful expansion with the strategic acquisition of GreenTex. It was a particular pleasure for Benchmark International to work with G-Tex and the team wishes each of the parties every success in their future endeavors.”

Benchmark International is pleased to announce the transaction between Yellow Jersey Logistics (PTY) Ltd and LCS Evolution (Pty) Ltd.

Yellow Jersey Logistics (Pty) Ltd offers niche transport solutions to the clearing and forwarding industry. The company has become entrenched in the industry, forming an integral part of their clients’ service offerings through reliability, speed, and the ability to tailor bespoke solutions. The company’s client base comprises leading freight forwarders and clearing agents, dealing with the import and export of a variety of goods. The company has maintained these relationships through excellent customer service.

The LCS Group (Pty) Ltd is a diversified logistics and end-to-end supply chain solutions business, operating primarily within the bulk mining and materials industry. The Group is driven by an entrepreneurial spirit and a desire for innovation and comprises several companies, including LCS Logistics, LCS Transport Solutions, Bay Shipping, LCS Fuels, LCS Prime Agri, LCS Fleet Support, and LCS Financial Services.

The LCS Group’s Head Office is situated in Heidelberg, Gauteng, with satellite offices/depots in Newcastle, Richards Bay, Durban, Kuruman, Brits, Delmas, Cape Town, Hoopstad & Camperdown.

Reon Britz, the CEO of LCS Group, said: “Yellow Jersey represents a key pillar within LCS’s logistics and supply chain portfolio and will enable the Group to further diversify its offering within the industry as well as positions it strongly for future growth. We would like to thank the Benchmark Intl team and in particular, Johann Haasbroek, for all the assistance in getting this important transaction across the line. We really appreciate all the efforts.”

Commenting on the transaction, Transaction Director Johann Haasbroek with Benchmark International added, “Transactions of this nature are particularly enjoyable when the synergies are self-evident, and the benefit to both entities easily apparent. I am confident that with LCS’s resources brought to bear, an already very successful company will go on to flourish still further in such a group environment.”

Benchmark International successfully facilitated the transaction between River City Medical Associates (RCMA), a Florida network of medical clinics, and Skylight Health Group, Inc. of Ontario, Canada.

The seller, RCMA, is a multi-location, multi-specialty medical group offering various services, including primary care, urgent care, chiropractic treatment, physical therapy, pain management, neurology, otolaryngology, plastic surgery, and podiatry. The buyer, Skylight Health, is a healthcare and technology company operating in the U.S. market with more than 30 medical clinics across 14 states.

The acquisition of a U.S. healthcare provider by a Canadian healthcare company introduced unique vectors for a successful deal. Regulatory hurdles existed on both sides, adding depth to the deal dynamics.

Skylight Health Co-Founder and CEO Prad Sekar noted of the process, “Benchmark International was able to facilitate a smooth and quick transaction that helped both parties achieve their goals. We highly recommend them to anyone looking to purchase a company.”

Regarding the deal completion, Transaction Director William Sullivan and Benchmark International commented, “Because this process involved the purchase of a private US healthcare provider by a publicly-traded Canadian acquirer, there were a number of regulatory and other issues to navigate. Ultimately, however, we found the right buyer for our fantastic client and were thrilled to manage the complexity necessary to get a great outcome for both parties.”

In December 2020, U.S. Energy Secretary Dan Brouillette told CNBC's Hadley Gamble that American shale producers should be concerned about their industry's future.[1] Secretary Brouillette stated: “…there are some in Congress who are going to drive a climate policy that's going to be very aggressive. So there may be a concern on the part of those folks, I know the ESG (Environmental, Social, and Corporate Governance) movement is very strong.” Secretary Brouillette also added that, “The investment money may become a bit more difficult to get,” and, “Those are all policies where we’ll have to wait and see what happens with this new Congress.”

While it may be politically convenient for those in a Republican administration to criticize their incoming Democratic successors, oil and gas investors should be hesitant to trust outgoing bureaucrats' economic analyses. Reasons for investor optimism can be found in past administration precedents' realities, current stakeholder adaptions, and the future uphill battle facing any reforms backed by President Joe Biden and his cabinet.

Obama-Biden Administration Precedents

For more than a decade, President Barack Obama’s Democratic party was conveniently used as the boogeyman for Republican politicians’ intent on gaining the favor of oil and gas companies and investors. However, in retrospect, the Obama administration—which included then-Vice President Biden—was a far greater friend to the industry than most pundits speculated. That administration’s treatment of the industry can be a useful precedent for setting appropriate expectations for the Biden administration’s treatment of the industry.

Obama’s tendency to favor working with the energy industry rather than to impede it led to drastic and unexpected results.[2] By the end of his two terms in office, natural gas had realized a massive uptick in both production (a 35% increase) and consumption (a 19% increase). In December 2015, Obama threatened to veto the North American Energy Infrastructure Act, which would have repealed 40-year-old oil export bans.[3] This would ultimately prove to be posturing for political negotiations, as Obama would go on to approve the export of U.S. crude by signing the 2016 omnibus budget just weeks later.[4] The Obama-Biden administration also loosened restrictions on LNG exports. Under their administration, the U.S. Department of Energy approved 24 LNG export licenses and denied none.[5]

This unexpectedly moderate approach by Obama can be accredited to two primary domestic policy issues: national security and climate change. Commentators frequently constrain their negative analyses of oil and gas's future with a reminder that domestic energy independence remains an important consideration in national security. While debate exists on whether American “energy independence” could indeed ever exist given the reality of American import trends, regulations on the industry will continue to be tied to deliberations on the country's reliance on foreign producers.

The second factor in the Obama-Biden administration's relatively moderate industry regulation was, surprisingly, climate change concerns. In particular, Obama's unexpected friendship towards natural gas has been credited to his administration’s belief that natural gas could assist in mitigating climate change. Forbes wrote in 2019 that President Obama, “supported natural gas as an essential strategy to cut greenhouse gas emissions by displacing coal and also backing up intermittent wind and solar power.” His treatment of LNG exports ultimately proved consistent with President Donald Trump's treatment of the natural gas industry. At a press conference in early 2019, Dr. Fatih Birol, the Executive Director of the International Energy Agency, stated that over the past decade, “the emissions reduction in the United States has been the largest in the history of energy.”[6] Standing by his side at this press conference—which essentially credited the energy policy continuity of Obama/Trump with this success—was Trump’s own Secretary of Energy, Rick Perry.

Stakeholder Adaptions in the Face of Progressive Policy Initiatives

Secretary Perry’s comments in that same press conference are indicative of what the private sector has worked to accomplish while operating under burgeoning public pressure to address climate change concerns. He stated that, “without carbon capture, any planned climate target is impossible to meet.” Carbon capture, commonly referred to as carbon capture and storage (CCS), uses technology to capture the release of carbon dioxide during fossil fuel usage. After capturing the gas, operators transport it to an underground storage facility. The method has become an increasingly popular solution amongst producers to manage emissions and mitigate environmental damage.

While elected officials continue to negotiate and posture on broad regulatory changes like the Green New Deal, private sector stakeholders are already acting to appease investors and the general public. While some in the industry may complain of the costs associated with mitigating environmental damage, industry leaders are exploring and embracing new climate-friendly technologies as a necessary pivot to maintain vitality. Dr. Vijay Swarup, Vice President for Research and Development at ExxonMobil, stated, “breakthroughs like the deployment of carbonate fuel cells at power plants are essential for reducing emissions, while at the same time increasing power generation and limiting costs to consumers.”[7] ExxonMobil developed those carbonate fuel cells in partnership with FuelCell Energy, Inc. as a tool for capturing CO2 during the CCS process.

Integrating alternative energy into existing operations has also proved to be a successful survival strategy for oil producers. Chevron announced in July 2020 that it would make a major investment in renewable energy plants to power its oil production facilities in the Permian Basin and abroad.[8] This was by no means the first investment by a major player to test such a production structure. ExxonMobil made a similar investment in 2018, purchasing 500 megawatts of wind and solar power in Texas. And Chevron had already run a pilot program by purchasing a smaller amount of West Texas wind energy to power some of its operations, as well.

At the time of their 2020 purchase, Chevron spokesperson Veronica Flores-Paniagua wrote: "What has changed is the cost of wind and solar power, which is becoming more competitive, and the technology, which has also progressed substantially. This makes opportunities to increase renewable power in support of our operations a feasible option for reliability, scale, and cost-effectiveness."

Ultimately, each producers’ bottom line will determine whether such ventures into renewables are sustainable. But while producers find creative ways to appease shareholders and adapt, any future inhibiting regulatory actions still face significant challenges to be enacted.

Political & Legal Hurdles for Biden Energy Regulations

On January 20, 2021, former Vice President Joe Biden was sworn in as the 46^th President of the United States. Some experts predict his administration will bring major regulatory changes for the oil and gas industry to appease his own Democratic party's growing progressive subsection. Others are more hesitant, noting the relatively moderate nature of his cabinet selections and campaign pledges to refrain from banning fracking.[9]

Most onlookers, experts or not, expect some energy-related regulatory changes. Among the most common expected policy shifts is a ban on new fracking on federal lands. This led to a mass fire sale by former President Trump’s Bureau of Land Management, auctioning off parcels of land in various parts of the United States to accelerate drilling before the change in administrations. Producers are gearing up for a fight, both in the courtroom and in the eyes of the public. Mike Sommers, Chief Executive of the American Petroleum Institute (API), told Reuters in November 2020 that API would “use ‘every tool at its disposal’ including legal action” to prevent restrictions by the Biden administration.

Potential regulations and green initiatives could go either way in reaching Biden's desk for a signature. Republicans, who are historically more friendly to the oil and gas industry, hold 50 Senate seats, but with Vice President Kamala Harris casting the tie-breaking vote, they are formally the minority party. President Biden has already signed an executive order revoking the permit for the Keystone XL Pipeline, a move which many experts in the U.S.’ Permian Basin are optimistic about for those in West Texas as it reduces direct competition to those producers.

Conclusion

While fears on the future of oil and gas have merit and can be validated by recent trends, production will not cease for the foreseeable future. If Biden's administration reflects the values of the Obama administration, things may not be as negative as has been suggested. Within the oil and gas industry, private stakeholders have already spent the better part of a decade learning to adapt and continue production through carbon capture and storage methods. And any future regulations will face difficulties every step of the way, with major players vowing to fight tooth and nail to defend the industry. Investors should proceed with caution, but there is still room for optimism and opportunities for growth and success into the near future.

Sources: 

[1] CNBC 

[2] Forbes 

[3] Reuters 

[4] Investor's Business Daily 

[5] Lexology 

[6] Oilprice.com 

[7] ExxonMobil 

[8] GTM

[9] API

Benchmark International is pleased to announce the sale of Gateshead-based Theme Bins to private investor, Patrick Connolly.

Established in 1991, Theme Bins designs, manufactures and supplies benches, litter and recycling bins, storage lockers, and other indoor and outdoor furniture. The company operates from a bespoke manufacturing facility, acting as a supplier and moulding subcontractor, catering to a range of customers across sectors including the commercial, leisure and educational markets.

Patrick Connolly is a private investor engaged in plastics and, along with the acquisition of Theme Bins, recently invested in two other businesses that specialise in different processes within the plastics industry.

Commenting on the acquisitions, Patrick said: “I want people to phone us if they want things made in plastic because, between the three firms, I’m sure we’ll find a way.

“For example, parts for Theme Bins we can make at our other sites. That helps open up our development opportunities and the speed with which we can respond.”

Following the acquisition, Theme Bins has been renamed Plastic Furniture Co to reflect its vastly expanded product range after diversifying into street and education furniture, including seats, lockers, and bins for PPE equipment. It will also be launching a new website and increasing its focus on ecommerce.

Benchmark International is pleased to announce the sale of Cheshire-based Survey Systems to Suffolk-based Survey Solutions.

Survey Systems was formed in 1983 and is a geomatic surveying firm producing accurate 2D and 3D digital plans and models for both public and private clients operating in the construction and engineering sectors. Along with sister company Locate Surveys, the company has grown to become one of the largest independent surveying companies in the north west, employing approximately 40 people.

Established for over 20 years, Survey Solutions is the UK’s largest engineering surveyor with a wide geographical reach and a comprehensive range of surveying services. The company provides to sectors ranging from residential new build to retail, energy to education and transport to healthcare.

As a result of the acquisition, Survey Solutions has broadened its geographical presence, giving the company an unrivalled presence throughout the UK and enabling local teams to respond quickly to project enquiries. Along with acquisition of Kempston Surveys, Survey Solutions’ national reach has now grown to nine offices and the team has grown to around 160 employees.

Benchmark International facilitated the transaction between Delta Outsource Group, Inc and Australian-based InDebted enabling their access into the American market.

The seller, Delta Outsource Group, Inc, has been providing professional and compliant receivables solutions in the U.S. since 2009. The owners of Delta set out to create a collections agency where performance, respect, and communication would put them ahead of the industry’s curve. After accomplishing this, Delta became a viable target.

“While the process was longer than we thought, Benchmark did a good job of advising us of our options and guiding us through the sale process,” said Michael Lages, President & CFO.

The buyer, InDebted, is an Australian-based digital, data-driven collection agency. They have built a collections platform that seeks to empower the financial fitness of their customers.

John Watson, incoming CEO of Delta commented regarding the deal, “After facilitating the introduction of Delta and InDebted and outlining the desired transaction structure, Benchmark did a good job of allowing the principles to work directly with each other to maximize the efficiency of the process.”

Regarding the deal completion, Transaction Director Matthew Kekelis at Benchmark International commented, “The Delta team stuck through a multiple offer situation with many ups and downs along the way. Ultimately, it was a terrific result with both buyer and seller very pleased with the outcome.”

Benchmark International successfully facilitated the transaction between Solution Matrix, Inc. of Rocky Mount, VA and EXI Investment Partners, Broadview Group Holdings, LLC, management and other co-investors. The seller, Solution Matrix, Inc., is an orthopedic manufacturing business that provides high-quality cold-therapy gel packs and compression bandage wraps to over 340 hospitals nationwide. The company manufactures all its products in-house.

Keith Marshall, co-owner of Solution Matrix with his wife, Linda, mentioned regarding the transaction, “We are so excited to entrust the future of Solution Matrix to its next partner. With their leadership, there is no upward limit to where they can take the business. The spirit of partnership abounded during the transaction process and they will be an ideal caretaker of the Solution Matrix brand and legacy.”

Marshall went on to say, “I’d like to thank Benchmark International for their absolute professionalism throughout the entire process. I thought it would be challenging to sell a business with a special designation like mine, a veteran-owned business. I had the impression the pool of available and interested buyers would be small but Benchmark’s resources proved me wrong in that regard. I could not recommend their services more.”

Regarding the deal completion, Managing Partner Dara Shareef at Benchmark International commented, “Having the opportunity to work with a veteran-owned business is always particularly meaningful. Keith and Linda have built Solution Matrix around a mission to provide truly unique products that address critical healthcare needs. Their sense of service to team, partners, and customers comes naturally from a background of service to country and has been a difference-maker in building a great company and an unequalled suite of medical devices. Benchmark International is proud to be a key part of finding Solution Matrix a great partner for their next phase of growth.”

Benchmark International is pleased to announce the sale of specialist scaffolding contractors, SGS, to Wescott Industrial Services.

Established in 1994, SGS is a main supplier of scaffold access and support systems for the large industrial, petrochemical, waste to energy, pharmaceutical and food industries, as well as providing services to domestic and commercial projects.

The company has a workforce of around 70 directly employed personnel and operates nationwide for clients such as Engie, BAM Construction, Amco Griffen and Gassco Gas Terminal.

Benchmark International is pleased to announce the transaction between Carolina Marine Structures, Inc. (“CMS”) and United Infrastructure Holdings, Inc. (UIH).

CMS is a leading provider of commercial waterfront construction services. The company specializes in construction related to boat ramps, bridges, dredging, shoreline restoration, and wetland creation. CMS resides in Powells Point, North Carolina and is centrally located for its preferred service areas of coastal North Carolina and Virginia.

UIH focuses on providing a wide array of infrastructure services across the United States, from marine construction to engineering services. With this transaction, they are positioned for continued expansion nationwide.

Senior Deal Associate Nick Woodyard at Benchmark International commented, “The entire team here is glad to have facilitated the successful transaction between Carolina Marine Structures and United Infrastructure Holdings. It was great getting to a conclusion where both parties were excited to begin the next phase of their new adventure. This deal represents a platform opportunity for UIH to build an enterprise of future growth in the industry. We wish the teams continued success.”

Benchmark International is pleased to announce the sale of Limerick-based Don O’Malley & Partners to The Randridge Group.

Don O'Malley & Partners was established in 1967 and is a leading registered consulting engineering practice specialising in mechanical and electrical building services. The company is based in Limerick city and has gained a reputation for high quality design and service in the construction industry. The company’s project portfolio includes work on commercial, industrial, office, residential, education, healthcare, retail, public buildings, culture & heritage buildings, hospitality, and sports & leisure projects.

Liam Kavanagh of Don O’Malley commented: “Don O’Malley & Partners Ltd engaged the services of Benchmark International to test the market for potential buyers for the company. From the outset of our dealings with Benchmark, we found them to be highly professional, extremely knowledgeable and always acted in our best interests. We felt particularly comforted in using their service because of the high level of interest and support from senior management within their organisation. It was not long before Benchmark began presenting potential buyers to us for consideration eventually resulting in the acquisition by our business by Randridge International.”

Randridge is the leading-edge supplier of electrical, instrumentation and automation services to the energy, petrochemical and heavy industries across Europe, Africa and the Caspian regions. Renowned for delivering excellent quality construction, the company now has an opportunity to expand its service offering to include quality engineering services.

This acquisition enhances further the proposition that Randridge can make to prospective clients and brings the company one step closer to achieving its main objective of providing a complete turnkey solution.

Benchmark International has successfully facilitated the transaction between Solar Graphics and Think Signs.

Solar Graphics is an established provider of a comprehensive range of signage and wayfinding solutions. Esteemed for delivering a one-stop service, the company offers the design, manufacture, and installation of products, in addition to an assortment of road marking services. Operating across the South East of England, the company serves a diverse client base and caters to a variety of requirements, including signage for workplace and commercial properties, as well as health and safety signs.

Think Signs has been specialising in the design, manufacture and installation of bespoke signage across Dorset, Poole and Bournemouth for over 20 years, offering a broad range of print solutions and services using the latest technologies and state of the art UV flatbed printers and cutting machines.

While many founders tend to be their own CEOs, sometimes you do need a little help. If you hire too soon, you waste valuable resources, but if you hire too late, you could be missing vital opportunities to grow. Choosing when to hire a CEO is a tough decision, so if you notice any of the following signs, now may be the right time to hire a small business CEO.

1. Need for More Expertise: As a business owner or founder, you started the business and transitioned it from the planning stage to successful operations. Completing this feat does not always mean that you have strong business expertise. Many times, it means that you have strong experience exclusively in your particular offering. Hiring a CEO with business experience can help your company develop new ideas, execute decisions, and formulate new strategies that will work to drive your bottom line. In some instances, people outside the company will view your business more professionally when a CEO with a background in the industry takes the reigns.

2. Not Your Passion: Even if you possess the ability to run your company, that may not be where your passions lie. If you want to focus on areas of the company, such as client relationships or product development, it may be time for you to hire a CEO. They can handle the business aspects such as operations, marketing, or production, and you can keep your focus on the interests that you enjoy and where you benefit the most for your business.


3. Clarity of Vision: If you observe that your employees seem unclear about the company's operations and goals, it is possible that they would benefit significantly from fresh leadership. A new CEO will serve as the leader for your company, make known company-wide goals, and implement your visions as the owner. This will give your company a united voice through a seasoned executive who has the experience to retain and attract a management team that will contribute to your path of long-term success. Also, a founders’ loyalty to original employees can limit potential. A CEO will evaluate performance and make tough personnel decisions for you that will drive growth.

4. Stagnation: Say you want to expand your business but find that you have to focus too heavily on keeping the company up and running. When there isn't enough time for innovation, this can lead to inactivity and cause your company to stagnate, creating severe problems down the road. A small business CEO allows you to count on them to map out growth strategies and coordinate the vital action needed to help your business scale.

Once you have decided that you are ready to find a CEO, many organizations specialize in locating and screening the perfect candidate for you. For help in your recruitment process, consider hiring an executive search firm, networking with your professional connections, creating a CEO search committee, and making sure to plan ahead. Applicant Tracking Systems such as Greenhouse, JazzHR, Breezy HR, or Google Hire can help your recruitment process. Finally, be sure to have all of the essential materials on hand to onboard your CEO candidate. Think about including your story, your primary values, and your mission to ensure vision alignment.

Benchmark International has successfully facilitated the transaction between Moorland Fuels Limited (“Moorland Fuels”) and Craggs Energy Group Limited (“Craggs Energy”).

Devon-based Moorland Fuels is a distributor of fuels including kerosene and diesel. The company serves domestic, commercial, and agricultural customers within a 30-mile radius of its strategically located rural depot.

Craggs Energy supplies kerosene, gas oil, DERV and a wide range of industrial fuels and lubricants to homes, farms, businesses, and public sector customers throughout the UK via its delivery depots spread across the North West and Yorkshire, as well as its national partner network.

The acquisition allows Moorland Fuels to benefit from a shared vision, growth and further investment, whilst enabling Craggs Energy to grow in the South West.

Abby Turner, sales and marketing manager at Moorland Fuels, commented: “Being part of the Craggs Energy Group enables Moorland Fuels to expand our operations. We are already benefiting from significant investment from the Craggs team and are looking forward to the new opportunities ahead while continuing to provide the excellent service that Moorland Fuels is known for.”

When a company is sold, it can have major effects on employees, customers, clients, and suppliers. Uncertainty stokes fear in most people, as they wonder about their security and their futures. Even top management can feel as though they failed at their jobs when the company is being bought out. For these reasons, it is important that the messaging and transition planning is handled very carefully and thoughtfully leading up to an acquisition—especially considering that the majority of acquisitions fall through. Announcing the news too early can cause widespread unrest over a deal that never happens

Communication is everything in this situation, but it needs to be planned. Before announcing a single word about the sale of the company, you should have a solid plan in place. A consistent message is critical and the distribution of the information should be carefully coordinated both internally and externally to avoid misinformation and confusion. Your plan should clearly outline intentions, steps, timelines and how the process will affect all parties. Predetermine what will be conveyed by whom and when. Figure out how to address questions that you are unable to answer and consider all potential scenarios for all parties involved. And always remember how critical confidentiality is during this time. You do not want details leaking to the press before you are ready to go public.  

Benchmark International is pleased to announce the sale of Knutsford-based financial planning firm, Watterson Financial Planning, by Focus Financial Planning (Focus) subsidiary, Connectus Wealth Advisers (Connectus).

Many business owners know that employees are a company’s greatest asset. Yet, they are also a potential liability. According to CNBC, more than 3.5 million Americans quit their jobs every month. The current unemployment rate sits at 6.7%. It rose to 14.8% in April, but prior to the pandemic, it was 3.5%, which was a strong job market. So, if employees are so critical to a company’s operations, how can organizations mitigate the risk of them leaving, especially immediately before or after an M&A transaction? During such a transaction, a business may find itself at a disadvantage when trying to keep valuable workers in a strong job market and during the uneasiness of a transaction. Workers may feel under appreciated, underpaid, or that they lack opportunities for advancement during this period. Looking from the outside in, a culture like this can cripple the attraction of buyers or a successful integration.

In most cases, this can be averted. But how? Paying employees more? Giving out monthly awards or irrelevant promotions? In short, giving employees true meaning day-in and day-out can be a complex task but it’s a key differentiator in a company being a place where employees want to grow their careers, versus being a resume builder. Having a personal sense of who your employees are and what motivates them can often mean more to them than any compensation, and set the company up for a successful integration. The tricky part is identifying those things in which your employees find happiness, purpose and true meaning. Tackling the following key questions will improve your M&A transaction experience, increase employee retention, and help employees find greater happiness within the workplace.

What are your employees good at completing?

Performance reviews were implemented back in the 1800s and haven’t changed much since. Albert Einstein once said, “Insanity is doing the same thing over and over again and expecting different results.” Employers have been evaluating workers on a yearly basis and adjusting the company’s workforce according to their findings for many years. When evaluating employees, it’s important to include a detailed skills assessment. Investing the time to understand each employee’s specific skills and value to the organization gives the company an advantage for future success by optimizing its workforce. In terms of M&A preparation, skills gaps can be proactively addressed so buyers don’t perceive risk and discount their offers; and, unique skill differentiators can be leveraged to improve competitive position and business valuations.

In addition to finding an employee’s niche set of skills, it’s imperative to also challenge employees on an array of different topics. Challenging employees helps to develop their skillset further, leverage their untapped potential, and optimize their performance. Small adjustments like these can help a company not only retain valuable workers for years to come, but also convey the impression of a strong group of employees for prospective buyers within an M&A transaction.

When do your employees feel most accomplished?

A sense of accomplishment is a cornerstone of any successful job. As a manager or business owner, it’s critical to recognize the drivers of employees’ satisfaction in their jobs, or “delighters,” and promote them. Is it when they’ve closed a new deal, completed service for a difficult client, or finished a task that they’ve been working on for weeks? Understanding the accomplishments that truly make employees happy isn’t that hard. Promoting and acknowledging these things makes employees feel that their work is valued.

One way to identify these “delighters” is for managers to adjust their interactions with employees. For example, having purposeful daily conversations, building relationships, and showing genuine interest in each employee’s current projects. This can also help the workforce better understand their role in the organization’s operations and success.

A Harvard Grant Study found that happiness and even financial success are tied to the warmth of one’s relationships, especially in the workplace. The study’s chief architect famously concluded, “Happiness is love. Full stop.” Working on partnerships with employees can improve purpose within their careers and the organization. Enhancing relationships with employees can help the organization get through tough times and cruise through outstanding times. In addition, having a great working relationship with employees can help ward off negative energy during the demanding process of an M&A transaction. It is important to make time for employees, engage with them, listen to them, and build relationships needed to enhance workplace happiness, improve employee longevity, and sail through the grind of an M&A transaction.

What have your employees learned lately?

Intellectual curiosity is something we all have within ourselves that can help an employee excel in any job. Being able to ask questions, learn from others, and make tasks more efficient can help employees find constant meaning at work. As a business owner, one of the challenges is getting the right curiosity out of employees. Implementing “end of the week discussions” as a group is one way to tap into intellectual curiosity. In addition, putting in place nontraditional learning environments can give employees the opportunity to learn hands-on versus behind a desk. Experiences like these can help improve the longevity of an employee’s career, along with advancing their understanding and ability to retain information. Having a workforce that is intellectually curious can be a considerable selling point during a transaction that buyers are delighted to buy into.

To summarize, multi-billion-dollar corporations and smaller boutique firms alike must mitigate the risk of losing valuable workers. Figuring out ways to make employees excited when they walk through the company’s doors is key to an organization’s success. Implementing small changes as described here can help an organization retain its top tier talent and ensure a smooth transaction. Modest adjustments such as regularly interacting with employees, investing time to understand each employee’s individual skillset, and creating an open environment that engages curiosity, will help make them happier, optimize performance, and ensure that they will continue to support the success of the organization. Acquirers treasure the ability of having a stable team on board during a transition and, as a seller, this can make all the difference in having a successful sale.  

Benchmark International is pleased to announce the sale of Norwich-based Facit Testing (Facit) to Nottingham-based Phenna Group (Phenna).

Facit was established in 1979 and has over recent years built a reputation as one of the most trusted specialist electrical services companies in East Anglia. Today, the business offers an extensive range of electrical testing solutions to clients across the domestic, commercial, industrial and public sectors.

Established in 2018, Phenna provides investment and strategic leadership to companies in the testing, inspection, certification, and compliance (TICC) sector. Its aim is to build a global portfolio of independent TICC businesses.

Brian Impleton, Managing Director of Facit, commented: "I am hugely excited to be joining the Phenna Group and look forward to working with Paul and his team to drive the future growth of the company. Since deciding to seek a partner, it was obvious from the first meeting with Phenna Group that they shared our vision for the business. They have remained professional and easy to deal with throughout the process and I look forward to developing our relationship and expanding the business over the next few years.”

Paul Barry, Group CEO of Phenna Group, said: "I am delighted that Brian and his team will be joining Phenna Group. From the very first time I met Brian, I was positively impressed by his energy, drive and passion for the business, which resonated well with the culture and values of Phenna Group. Facit Testing fits closely with our strategy of creating a differentiated group of niche TICC businesses and I'm looking forward to working with Brian to help deliver their very ambitious growth plans.”

This acquisition is Phenna’s second in the electrical testing and inspection sector. The first was the acquisition of GMES, an acquisition also conducted via Benchmark International.

How Private Equity Works

Private equity firms raise financing from institutions and individuals and then invest those funds into the buying and selling of businesses. Once a pre-specified amount is raised, the fund closes to new investors and is liquidated. All of the fund’s businesses are sold within a set timeframe that is typically less than ten years. The more successfully a PE firm’s funds perform, the better its ability to raise money in the future.

PE firms do accept some limitations on their use of investments under fund management contracts, such as the size of any single business investment. Once the money has been committed, investors have nearly zero control over its management, unlike a public company’s board of directors. 

The leaders of the companies within a private equity portfolio are not members of the PE firm’s management. Private equity firms control its portfolio companies through representation on the boards of those companies. It is common for a PE firm to ask the CEO and other business leaders in their portfolios to invest personally. This offers a way to ensure their level of commitment and motivation. In return, the operating managers can get significant rewards that are linked to profits when the company is sold.

With large buyouts, PE funds usually charge investors a fee of around 1.5 to 2 percent of assets under management, plus 20 percent of all profits (subject to achieving a minimum rate of return). Fund mostly profit through capital gains on the sale of portfolio companies.

How Private Equity Improves Value

Benchmark International is pleased to announce that Derbyshire-based Woodall Group has secured a £4.25m investment from BGF.

Woodall Group, the owner of Woodall Homes, is an independent housebuilder, specialising in mid-market homes and providing a turnkey service from identifying brownfield sites, securing purchase options, and applying for planning permission, through to construction and fit-out.

BGF is the most active growth investor in the world, providing growth capital for small and medium-sized enterprises in the United Kingdom and Ireland, making initial investments between £1m and £15m. It has 16 offices across the UK and Ireland including London, Edinburgh, Belfast, and Dublin.

Known for its strong emphasis on premium finishes, build quality and a housing design that complements local surroundings, with sustainability embedded in the construction process, the funding will support Woodall Group deliver more high-quality properties and create further job opportunities.

The free online trading app known as Robinhood has proclaimed to be “on a mission to democratize finance for all.” It was intended to open up the Wall Street stock market to the average American for investment “on their own terms,” with more easily digestible financial information readily available to novice investors. The app was designed to “let the people trade” and make the financial system more accessible for everyone, until things took quite a turn, all due to a fledgling brick and mortar video game retailer known as GameStop.

The amateur traders using Robinhood became pitted against the hedge fund honchos when they started buying up options and shares of GameStop (GME), enlarging those bets and also making large trades of other stocks, such as AMC Entertainment, Tootsie Roll, and BlackBerry.

How It All Happened

Professional hedge fund investors had been short selling shares of GameStop, essentially borrowing shares of stock to sell, and then buying them back later so they can return them. This lets them profit if the stock price drops (betting that the company will fail). If the stock does not continue to fall, investors are forced to cover their position or buy more stock to minimize their losses.