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Can you Fund M&A With Cryptocurrency?

What is Cryptocurrency?

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

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HVAC: A Consolidating Market

When financial buyers think of HVAC contractors, they see an industry ripe for consolidation. The trend of HVAC consolidation started a few years ago and has not slowed down.

Throughout the United States, there are thousands of independent HVAC contractors. Financial buyers, such as private equity, see the opportunity to consolidate the independent firms to create a regional or national presence. The market is roughly a $20 billion industry that is fairly recession proof, especially throughout warmer states, such as Texas and Florida.

Private equity seeks opportunities to expand businesses through acquisition and organic growth. Once they have a foothold in the industry, they can add related services, such as plumbing services, to the roll-up strategy.

HVAC consolidations tend to be in high demand in markets that have a need for the services. Some focus on new construction, while others focus on servicing existing units that can be viewed as a recurring revenue model. The competition in the local market is key when an acquirer is looking at an acquisition. Is the HVAC target company a big fish in a small pond, or vice versa? What is the growth potential within the market? Cities and towns that are growing tend to be more attractive.

 

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Additionally, HVAC contractors might specialize in commercial or residential services. Depending on the roll-up strategy, the acquirers might have different goals on what they are looking for in the consolidation.

The consolidation allows for a larger firm to take advantage of perks that a smaller firm might not have access to due to size or cost prohibition. For example, the roll-up might be able to build out software and accounting systems to help increase the efficiencies of the company or recruit top executives to add a level of professionalism to the company.

Having this type of option within the market allows for the seller to have options about their company’s next phase. Having a larger, growing firm complete the acquisition allows the seller and the company’s employees opportunities that the selling firm could not achieve on its own. The seller may stay on post-closing in a different capacity or retire and allow employees to step into the management role. In any case, mergers and acquisitions can be an ideal solution for companies in the HVAC sector.

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What To Look For When Choosing An M&A Advisor

Selling your business is a paramount moment in your life. It’s something you absolutely want to get right so that you can extract the most value out of the deal—and so that you are protected from being swindled by a savvy buyer. It also takes a great deal of time and energy to sell a company, which can be rather difficult to spare when you are trying to focus on running a business. Most people simply do not have this time, energy, connections, or expertise that is required to put their company on the market. This is where the importance of an experienced M&A advisor comes in. By partnering with an M&A expert, they handle all the details of a deal, including due diligence, negotiations, marketing, vetting, and ensuring that you get the most value for your business. They also know how to navigate bumps in the process, and manage the expectations of all parties involved.

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EBITDA Adjustments for a Related Party Rent Expense

It is quite common in privately-held businesses for one or more of the owners of the client company to also own the real estate that the company occupies. That real estate may be in the name of the owner individually, or in name of another company (LLC, partnership, or corporation). In nearly every instance where the owner of the real estate is not an individual, such owner will be a pass-through entity (i.e., a subchapter S corporation, a partnership, or a trust). The company will lease the real property from the related party and recognize rent expense on the income statement. There may or may not be a formal, documented lease.  Generally, these leases are triple net, meaning the tenant company pays all the maintenance costs, the insurance, and the taxes for the property. 

There are several advantages for owners to hold their real estate outside of their operating business.

  •  It provides an avenue for additional income to flow to the owner without the necessity of paying payroll taxes.
  •  If the owners have other real estate holdings, they can use excessive rents to generate passive income to offset passive losses from other holdings.
  •  It allows the owners to separate the operating activities of their business from the real estate holdings in the event of a sale. 

For business valuation purposes, we need to consider the effect of these related party leases that were not negotiated at arm's length. The lease rate may be more or less than the market. If the business is struggling, the lease may be below market. If the business is performing well, the rent will be above the market. For calculating an adjusted EBITDA, we should calculate an adjustment based on the difference between market rates and the related party lease rate. If the lease rate is below market, we have a deduction from book EBITDA. Conversely, if the lease is above market, we have an addition to book EBITDA. 

 

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In calculating the adjustment, it is necessary to make a determination of what the market rent would be. In doing so, we must look at comparable properties in the area around the client’s property and find what the going lease rates are. LoopNet.com provides a relatively good comparison of properties that are on the market with asking prices. It is important to understand the characteristics of the building that the client is occupying and if there are any special use considerations. For example, a prospective client operates a precision CNC machine shop in Southern California in a 22,000 square foot building in an industrial area with a zoning of light industrial. They have about 16,900 square feet of outside space for parking and storage. Since they are operating CNC and heat-treating equipment, they need at least 1,000 amps of 3 phase power coming into the building. A comparable building, then, has these characteristics.  Comparing this property to Class A office space is not a good comparison.

Note: Some special purpose buildings can have characteristics that are hard to match in the market. In that case, we must estimate the additional costs associated with what makes the building unique. 

Pictured is a Loopnet.com example of a property search in Gardena, CA for industrial properties to lease in the 15,000 to 25,000 square foot range under $15 per foot. It indicates that there are several parcels that are comparable.

To continue the example, the prospective client company leases the real estate from a separate entity owned 100% by the sole shareholder for $60,650 per month. The asking price for comparable properties in the area is approximately $12.50 per foot. As such, the market rent for a 22,000 square foot facility would be $275,000 per year. In looking further at just land, the lease rate is about $7.20 per foot or another $123,708 per year. The total annual market rent for this site would be $398,708 compared to the actual lease rate of $602,461. In this case, we have a positive adjustment to book EBITDA of $203,753 per year.

Since the company in this example is paying the actual costs of the insurance and taxes, there is no need to make an adjustment for that. However, if the company is a tenant in a multi-tenant building owned by the same owner of the company, the comparison of the rent is the same, but there is a potential for the business to be paying all the taxes, insurance, and maintenance for the property, which would require additional adjustments.

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Post-Merger Integration Tips

Growth through acquisition is an excellent way to enhance and complement the growth trajectory of your business. But bringing companies together is about more than just increasing market share and profits. There are employees involved that can feel a range of emotions from excitement to anger to anxiousness about their future. Important decisions must be made when you are integrating people and teams. After all, while the project of closing the deal has come to an end, the process of operating, integrating and onboarding the business is just beginning for the buyer. Now is the time for the buyer to deliver on the intended results of the acquisition, and there are some important tips to keep in mind.

First, it’s always a smart idea to begin integration before the deal is formally announced. While due diligence will provide you with pertinent information about contracts, finances, customers, etc., the post-merger integration involves choices that should be made before a deal is closed. Managing and clearly defining post-merger integration is one of the most important factors to the transaction in the long run, as this will determine whether the deal will be a failure or a success. The planning should start months before the closing is even announced, and a team should be put in place to handle the intricacies of integrating the companies.

Each M&A deal is different due to unique challenges, business needs, and cultural benefits. In order to handle all of these differences, it is best for companies to institute a set of success factors that will pilot the post-merger integration. There are common success factors that mark most M&A deals that include retention, maintaining customer focus, ensuring stability, integrating cultures, employee communication, mission-critical systems, and aligning strategy and processes. How these points are addressed can define the deal’s success.

 

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When putting together the Integration Team, it is essential to choose highly motivated and proficient employees from both companies. Working on this team will require an immense amount of effort from the acquired business, resulting in an extremely large workload. Keep a close eye on this team and watch for signs of fatigue in order to minimize the risk of losing key talent. Identifying future roles for these team members in advance is a good idea. It is not uncommon for integration to fail because no future plan was put in place for the employees that were selected for the team.

The integration structure should be divided into serviceable categories such as Service, Legal, Finance, Manufacturing, Human Resources, Information, and Technology. The specialists assigned to each area should be tasked with defining and performing tasks that are within their area of expertise. The integration plan must be clear and accountability must be set for each task, along with specific timelines in order to be successful. This will help to ensure that the integration runs in a clear, well-ordered manner. Certain cross-functional categories will need input from multi-disciplinary teams in order to capture positive results.

Finally, the more the integration team overlaps with the due diligence team, the higher the chances are for open lines of communication, collaboration, and faster synergy realization. Making changes to a newly acquired business will require attention to detail, focus, and exemplary organization. While an effective post-merger integration will not guarantee the business’s success, a properly developed plan absolutely enhances the probability of a successful merger of the two companies.

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Why Leveraged Buyouts Are Making A Huge Comeback

The last time we saw leveraged buyouts (LBOs) occur with such frenzied speed and spending, it was during the years of 2006 and 2007, right before the financial crisis of 2008. As we recover from the COVID-19 pandemic, interest rates remain low, and many business owners forced into survival mode are seeking exit opportunities. Plus, private equity firms are more than ready to spend the record levels of cash on which they have been sitting for quite some time.

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Should I Sell to an SBIC: Making Sense of an Often-Misunderstood Buyer Type

Many business owners are already aware of the myriad loan programs offered by the Small Business Administration (SBA). The lower market is saturated with buyers who frequently and successfully turn to the SBA for financing a transaction. For all its benefits, however, the SBA’s maximum check size can prove restrictive in how much a company can sell for. Additionally, the SBA requires that sellers exit their business within one-year post-close, which can shut out sellers who want to be part of the company for a longer period and watch it grow.

To bridge the gap between buyers and the broader market of sellers, the SBA created a robust, multi-billion dollar lending program designed to motivate the acquisition of lower-middle market companies. To meet their objective, the SBA began licensing a new class of buyers: the Small Business Investment Company (SBIC).

SBICs are committed-capital funds that start by raising money from limited partners before deploying it via a series of investments in lower-middle market companies with less than $6 million in net income and at least 51% of their employees in the United States. These investments can come in the form of either debt financing or straight equity purchases, with the latter being commonly used to help SBICs build a portfolio of companies that they own and help operate on a day-to-day basis.

 

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The traditional SBA loan instrument is famous for providing buyers with up to $4.5 million in debt financing on the condition that buyers lose access to other important transaction instruments, such as seller notes, earnouts, and equity rollovers. Commercially speaking, these instruments typically play a major role in facilitating transactions by providing a more equitable outcome for all parties involved. Losing access to these instruments can, at times, interfere with deal completion. Unlike SBA loan-based buyers, SBICs have access to debt up to $175 million for the purposes of acquiring companies and have comparatively few limitations on other tools that help get a deal done. As a result, SBICs experience superior flexibility in pushing a deal over the final ten-yard line. Sellers are likely to be better compensated for their companies and on more mutually acceptable terms. The low cost of debt associated with SBICs translates to more cash on their balance sheet post-close—leaving more cash available for growth, fostering a stronger buyer-seller relationship, and helping to secure the seller’s legacy.

The success of SBICs goes beyond financial capacity, however. To become a licensed SBIC, its founders must undergo SBA scrutiny that will question their experience, background, industry knowledge, and fortitude to run an investment firm—which is a much higher barrier to entry than is faced by many buyers. Furthermore, the incentive to help their acquisitions succeed is heightened for an SBIC because, if they make poor choices, they will not only have to deal with angry shareholders but also will face ramifications from the SBA. As a result, starting an SBIC can be as difficult as opening a federally chartered bank. A final, critical requirement for becoming a licensed SBIC is that the founders must have significant experience either investing in or running small business investments; meaning, as buyers, an SBIC manager is more likely to relate to the daily highs and lows associated with running a company and can provide valuable insight based on lived experience.

When it comes to selling your business, choosing the right buyer is crucial. If you’re looking for someone to take your company to the next level, to help it grow, to set you up for a better exit, then the capabilities of an SBIC are hard to match.

According to the SBA, top brands such as Under Armour, Chipotle, Staples, and Apple benefited in their youth from SBIC funding. If your small business meets the eligibility requirements for an SBIC investment, this buyer class could substantially improve your company’s growth and help build a strong, recognizable brand.

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How Your Company Can Benefit From Cross-border M&A

Growing a company once it has reached a certain plateau of success can be challenging. Mergers and acquisitions are a powerful tool for boosting the growth of an existing company—especially cross-border M&A. As a business owner, you should consider the different ways your company can benefit from an international deal.

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Why 2021 Is A Seller’s Market

A Seller’s Market Versus a Buyer’s Market

In a seller's M&A market, excess demand for assets that are in limited supply gives sellers more power when it comes to pricing. Such demand can be generated and galvanized by circumstances that include a strong economy, lower interest rates, high cash balances, and solid earnings. Other factors that can instill confidence in buyers—leading to more bidders willing to pay a higher purchase price—include strong brand equity, significant market share, innovative technology, and streamlined distributions that are difficult to emulate or recreate from scratch.

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The Importance of Timing When Bringing a Company to Market

Any company sale process features numerous factors outside of the seller's control. These include the overall state of the economy, finance market behavior, and advancements within specific industries. Most sellers do not fully appreciate that taking the time to thoughtfully prepare a company for its own sale is one of the biggest opportunities to exert control in the process. This opportunity should not be missed.

In business, thinking long-term is crucial – if the overall goal revolves around an exit, business owners need to take advantage of their ability to shape and polish their companies in a way that will ultimately increase their chances of a successful exit. Preparation is key and when a sale is being contemplated, timing is essential. The earlier sellers start preparing, the higher their chances of finding the right buyer and successfully exiting. Ultimately, owners that plan and take enough time to address small issues/details make their businesses more attractive to both financial and strategic acquirers.

 

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Typically, it is not feasible to make radical changes to the nature of a business, product line, or management structure just before a sale, so conducting an internal review is generally the most time- and cost-effective approach – and one that gives sellers the best chance to maximize value. Below is a summary of key items for review prior to your sale process.

 

  • Financials – Getting your company's financials in good shape is essential and will ultimately facilitate getting a deal through each stage of the process smoothly. Choosing adequate accounting principles and standardizing monthly, quarterly, and annual statements (P&L, Cash Flow, and Balance Sheet) typically ensures businesses are valued fairly. Being able to show strong performance credibly – and present long-term sustainability – is essential. 
  • Litigation – If possible, sellers should settle all litigation before coming to market. Litigation is simply part of doing business, and buyers understand that. However, any more serious or particularly risky legal disputes will present an element of perceived risk and should be dispatched prior to the sale process.
  • Online Presence – Investing in sharpening the company's website and overall online presence is often a worthwhile use of time and resources when contemplating a sale. Consider developing and regularly updating the company's website. Be sure to announce company "wins," partnerships, contracts, and milestones on social media platforms. Prospective buyers will most likely access every available platform when engaging in purchasing activities; the more quality information they find, the better.
  • Management – In most cases, the Owner/CEO's leadership, relationships, and practices were key contributors to the business's overall success. When looking for the best deal, sellers must convince buyers that the stream of sales/earnings will remain unchanged (or, even better, grow) after they are no longer behind the wheel. This can be done by elaborating a succession plan (hiring/grooming a number two to take the Owner's position) and delegating critical tasks/functions of the business to members of the team that will remain with the company post-acquisition. 

Although the preparation period requires time and resources, by putting the effort in early, sellers can best leverage their companies’ overall position when entering the market. The chance of a successful transaction increases proportionately as time and effort are invested into preparation. When the business is fully prepared for a sale, all parties win, and the process usually runs most smoothly.

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Owning a Lifestyle Business

A lifestyle business is a business that sustains or supports the income and personal needs of the owner. The business is profit-oriented, but the owner's goal is not to grow the company but maximize profits. The goal of a lifestyle business is for the owner to enjoy a work/life balance while generating enough profit to support the owner's current lifestyle without negatively affecting the owner's personal life.

Often, lifestyle businesses are small businesses and center around the owner's passion. Some examples of lifestyle businesses include e-commerce clothing boutiques, breweries, and art galleries.

Lifestyle businesses are different than being self-employed. Typically, when you are self-employed, you work defied hours. Like any business, a lifestyle business has additional time requirements. You open it up daily and work long hours and weekends, but it intertwines with your personal life. The business may be online or have a physical presence. It may or may not sell goods, or it may provide services to others.

 

Ready to explore your exit and growth options?

 

Why would someone want to own a lifestyle business? The owner does not have to sacrifice their personal life. You are not required to work certain hours, answer to superiors, or deliver specific amounts of work on strict deadlines. There are no obligations to investors because the owner provides the funding for the business, so they also receive all the profits. You have freedom of time and location, so you can come and go as you please. The owner controls all aspects of the business. There is no board or third party to report to on the state of the business. The business provides financial freedom because the owner is earning an income that supports their chosen lifestyle. Typically, since there are few employees or other overheads, the lifestyle business tends to be positive cash flow early on.

Like all businesses, there will be challenges. The owner may struggle to fund the business at times or have limited funding. Finding the right employees could be challenging because a lifestyle business tends to have fewer employee benefits than other employers within the market.

When considering starting or buying a lifestyle business you should take the following steps:

  • Define your goals: Make a list of what you hope to achieve with a lifestyle business. What do you want to accomplish with the business? What are your personal goals? Consider the amount of freedom you are seeking. Set an income target for your personal needs.
  • Identify a passion or interest: Businesses can fail because the owner losses interest. A lifestyle has a higher chance of succeeding because the owner is passionate about the business or purpose. People tend to excel at their passion because they tend to spend more time on the topic because they enjoy it.
  • Find a problem that needs to be solved: The business is likely to have more customers for your business if you offer them an option to solve a problem. People should be willing to pay for the problem’s solution.
  • Decide on the business: After assessing the items above, you should have a good idea of what type of business to buy or start. Put together a business plan to help execute the strategy.
  • Execute on the plan: Now is the time to execute your business plan. If you are going to purchase a lifestyle business and need help, there are many resources available to help with the purchase process. If you are going to start the business, begin by establishing the business. You may need to purchase inventory and begin to target clients.

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Selling Your Company? Beware Of Strangers Bearing Gifts

If you are considering selling your company, you should be aware of a certain menace that could have you in its crosshairs. There are direct buyers out there who intentionally prey on business owners, attempting to acquire a company by blindsiding its owner with big promises and, more importantly, taking advantage of their lack of guidance from a seasoned M&A professional. These buyers purposely look to avoid competition for a company because competition drives valuations higher, and they want to make an acquisition on the cheap—in addition to other shady maneuvers.

Bait & Switch
Some buyers will attempt to pull “bait & switch” tactics. To initially intrigue a seller, the buyer will present a high dollar amount. As they conduct due diligence and get the target more and more committed to the deal, they begin chipping away at the value until they reach a price and terms that are far more favorable for the buyer. This is typically an exhausting process for the seller and can lead to plenty of regret. If the deal falls apart, the seller may be reluctant to restart the process with another buyer, thinking the process will just be the same. In reality, it could have been completely different for the seller if they had a reputable M&A specialist on their side from the beginning.

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Benchmark International Facilitated the Transaction of CPR Plus, LLC to Allied 100, LLC

On April 30th, 2021, Benchmark International facilitated the sale of CPR Plus, LLC (serving the Greater St. Louis area) to Allied 100, LLC of Madison, WI.

The seller, CPR Plus, provides life-saving skills training to more than 100,000 individuals for close to 30 years in the St. Louis area. Their comprehensive and convenient CPR training courses are accredited by the American Heart Association and administered by friendly instructors with extensive experience.

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The Impact of COVID-19 on Healthcare M&A

The Covid pandemic has placed us squarely in unprecedented times. We know this is not exactly news at this point. However, counter to the tenor of most pieces you've probably read on the topic during the past 12 months, this one aims to shine some light on one industry that has thrived: The US healthcare market, more specifically, healthcare M&A. Healthcare M&A has generally been a big winner in 2020 and into 2021 and it's happening at both ends of the market.

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Top Questions Buyers Should Ask during Management Meetings When Acquiring a Company

As anyone who has ever done it before will tell you, buying a company is a process. It can take anywhere from a few months to a couple of years to complete. To reduce uncertainties and understand the business as much as possible, buyers must conduct thorough due diligence and ask the right questions. Finances, potential synergy, liabilities, customer relationships, and key employees are just a few areas that the buyer should consider.

Here are five essential questions buyers should ask during management meetings when acquiring a company.

1. Why is now the best time for you to sell your business?

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Benchmark International's Gregory Jackson Named CEO Of The Year

In the GAMECHANGERS (ACQ5) 2021 GLOBAL AWARDS, Gregory P. Jackson, CEO of Benchmark International, has been named CEO of The Year in the area of Corporate Finance.

The ACQ is a leading corporate news publication serving the sector since 2003, with a global audience of more than 261,000 subscribers. The GAMECHANGERS (ACQ5) GLOBAL AWARDS celebrate achievement, innovation, and brilliance, recognizing the world's most outstanding organizations and professionals.

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Benchmark International Named International Mid-Market Corporate Finance Advisory Of The Year

In the GAMECHANGERS (ACQ5) 2021 GLOBAL AWARDS, Benchmark International has been named the International Mid-Market Corporate Finance Advisory of The Year.

The ACQ is a leading corporate news publication serving the sector since 2003, with a global audience of more than 261,000 subscribers. The GAMECHANGERS (ACQ5) GLOBAL AWARDS celebrate achievement, innovation and brilliance, recognizing the most outstanding organizations and professionals in the world. 

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M&A Expectations After The Covid-19 Pandemic

It’s no surprise that the COVID-19 pandemic slowed M&A deal activity overall in 2020. According to data from PitchBook, more than 2,000 transactions closed for a value of $336.8 billion in Q2 of last year. That represents a 41 percent decline in the number of deals from Q1. Yet, deals did pick up in the second half of the year, which is likely to continue, as businesses are poised for improved economic conditions that leave COVID-19 in the rearview mirror.

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Benchmark International Successfully Facilitated The Acquisition Of ASAP Group By Terratest Group

Benchmark International is pleased to announce the transaction between ASAP Group (“ASAP”) and Terratest Group (“Terratest”).

Founded in 2006, ASAP is a leading foundation company specializing in a broad variety of shoring and foundation support methods, with a unique patented Sheetpiler™ technology that makes ASAP one of the premier shoring companies in Florida.

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10 Factors That Drive Business Value Beyond Revenue

The value of a company extends beyond the amount of revenue it generates. As a business owner, you should be monitoring the value of your company at all times, but it is especially important if you are considering exiting or retiring within the next several years, or even up to a decade from now.

Company valuations are based on far more factors than just financial statements and multiples. The process involves the forecasting of the future of the business based on several key value drivers. Sometimes these can be sector-specific, but there are many core drivers that apply to any type of business, as outlined below.

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Mid-Management: Dreams of Owning a Business

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.

 

Ready to explore your exit and growth options?

 

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.

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Can I Put My Business On The Market Even Though I'm Not Actively Looking To Sell?

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.

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Benchmark International Completes 52 Transactions in 52 Weeks for US Offices

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.

Ready to explore your exit and growth options?

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.

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Can A PPP Loan Help or Hurt My Company Valuation?

The COVID-19 pandemic has impacted businesses of all sizes, affecting the value of many of those businesses. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was created by the U.S. government to get businesses through the pandemic, and includes the Paycheck Protection Program (PPP), which is designed to give private businesses access to cash so that they can continue to pay employees and cover other expenses, such as health insurance, rent/mortgages, and utilities, over a 24-week period. The loans contain provisions for forgiveness as long as the company meets certain requirements and certifications. The PPP loan and its associated forgiveness have impacted how company valuations should be determined for the recipients.

For company valuation purposes, there needs to be an understanding of the reasons that the business got the PPP loan. The loan could indicate that the company has been under duress. Because of this, past financial statements may not accurately represent the future of the business.

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Accelerating SaaS Growth With A Strategic Partner

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.

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Why You Should Consider Private Equity

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

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Gamestop, Robinhood, And Drama On Wall Street

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.

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2021 Is Here. Why You Should Sell Now

As a business owner considering the sale of your company, you may be asking yourself, “When is the right time to sell?” The answer is simple. The time is now.

The global recovery is underway, and 2021 has given us several reasons to be highly optimistic, and these reasons are why you should take action.

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2021 M&A Outlook

The Beginning of the End

The turbulent year of 2020 is finally in our rearview mirror. While so many lives have been lost and everyday life is still far from normal, effective vaccines for COVID-19 are being distributed, offering hope for a near-term end to the disruption we’ve endured for the past year.

Markets have begun to respond with optimism for the highly anticipated return to normal, but we’re not at the finish line quite yet. Mass distribution of the vaccine will take time, and people and businesses are still suffering as the virus is spreading at record-high levels and restrictions are being reinforced. This means that, yes, our world remains suspended in a state of uncertainty, but we have good reason to believe that the global economy will continue to recover, and mergers and acquisitions will lead the recovery. Research indicates that 53 percent of US executives plan to increase M&A investment in 2021. Some sectors have fared rather well during the pandemic. But how well—and how quickly—the overall economy recovers will depend on factors such as virus containment, fiscal and monetary policy, and inflation.

Virus containment remains the main priority for economic recovery to succeed. However, there are other possible risks to market performance. A lack of adequate policy support could occur due to concerns about mounting government debt. The technology conflict between the US and China is likely to continue even under a more traditional Biden administration, and the impacts are expected to take years to manifest. The decisions made by the two countries will affect regional economies and the businesses that operate within them. Other geopolitical factors could also shift investor attention away from recovery, but they are considered rather unlikely at this time.

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Why Choose An M&A Firm Over An Industry Expert?

Many business owners believe that enlisting an expert in their industry is the right way to go when selling their companies. But if you want to rake in the most value for your business, there’s a better way.

There is no question that mergers and acquisitions are complicated and subject to constantly changing market conditions and industry trends. An industry expert might know plenty about a particular industry, but they are not experts on selling and buying businesses. A mergers and acquisitions firm is.

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M&A As A Strategic Opportunity For Business Owners

It is not uncommon for a company acquisition to be viewed as a simple transaction that means transferring the business from one owner to another. But rather than just allowing the business to simply carry on as is under new leadership, a merger or acquisition should be viewed as a solid strategy to boost the company’s overall health, productivity, and bottom line. While M&A transactions can serve as great solutions for exit strategies, they can be so much more than that. M&A should be regarded as a powerful tactical opportunity.

Often times, M&A deals are considered to be a way to get out and cash out with instant gratification. But what else might be possible when a deal is carefully crafted to deliver sustainable returns and support a powerful legacy for the business in the long-term? M&A done right can translate into great success for a company and, ultimately, its leadership.

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2020 M&A In The Global Sports World

In early 2020, there was plenty of optimism for investment opportunities and growth in the sports sector prior to the COVID-19 pandemic, which has since caused disruption in nearly every sector around the world. Financial uncertainty has been a large factor in addition to issues surrounding player contracts and broadcasting rights. Mergers and acquisitions activity in the global sports world has experienced a downward trend but there is hope on the horizon.

Italian Football

Amidst COVID-19 delays, Italian football (calico) has had its share of off-the-field matters this year. In August, the Italian club A.S. Roma announced the completion of a takeover by Texas-based Friedkin Group: an 86.6% stake in for €591 million, a large decrease from the previously agreed upon figure of €750 million prior to the pandemic. This lower price demonstrates how lost matches, sponsorship, and broadcasting income all impact the valuation of sports clubs. In light of these decreasing valuations, PE firms could be motivated to seek out bargain M&A and financing opportunities.

Italy’s Serie A has also embraced private investment. In September, its 20 clubs agreed to create its own media company financed partially by PE funds in order to better organize the sale and promotion of the league's TV rights. The move is designed to improve governance and increase revenue, especially abroad.

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Post-COVID Due Diligence

No one knows for sure how much longer the COVID-19 pandemic will be affecting our lives and our businesses. But we do know that mergers and acquisitions are still happening, deal activity will pick up, and the way we approach due diligence in a post-COVID world has the power to make major differences when it comes to selling a company. While there are new obstacles to consider, there are also significant opportunities to identify and create value, and help companies outperform the market.

Real-time Data

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Grow Your Business Through A Strategic Alliance Or Strategic Partnership

Mergers and acquisitions are proven highly effective strategies for business owners that want to create growth, diversify, save a struggling business, or craft an exit strategy for their retirement. But maybe you are seeking a less-permanent measure to boost your bottom line. By forming a strategic alliance or a strategic partnership with another business, you can create significant growth and cost savings for both companies. 

Strategic Alliances
Your business can gain a series of advantages through a legal strategic alliance agreement. An alliance can improve operations, pool resources, share core competencies, change the competitive landscape, create economies of scale, and offer a lower cost way to enter new sectors. There are three main types of strategic alliances:
  • Joint Venture: When two or more parent companies form an entity together with a business objective, sharing in the risks and returns, and retaining their individual legal statuses. It can be an equal joint venture, in which both parent companies own an equal portion of the entity, or it can be a majority-owned venture, in which one partner owns a larger percentage of the company. A joint venture can help to save money, combine expertise, or enter new markets. It is not a partnership, consortium, or merger. 
  • Equity Alliance: When one company purchases a specific percentage of equity in another company. 
  • Non-Equity Alliance: When two companies enter into a contractual relationship, which allocates resources, capabilities, assets, or other means to one another.
 
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Printing & Packaging M&A In 2020

In the printing and packaging sectors, M&A activity has slowed since August of 2019 with around 14 percent fewer deals closing. Deal activity was strong at the beginning of 2020, and then the COVID-19 pandemic brought everything to a standstill in the spring, with activity starting to return to normal in late summer. In fact, there were 16 transactions in August, which happens to be the same number as August of 2019.

The pandemic has made it more challenging to complete deals because of social distancing and how it impacts personal relationships, but buyers have not lost their strategic focus. The packaging side of the business has shown a heightened level of interest in labels, corrugated cartons, and folding cartons. Private equity and large corporate investors remain in the game. There is increased interest in flexible packaging, but the number of these transactions has been limited by the availability of target businesses in this segment.

 

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2020 Automotive M&A Update

During the first half of 2020, M&A activity in the automotive industry was down from previous years due to uncertainty stemming from the COVID-19 pandemic, with cross-border deals becoming more complex. However, the pandemic also resulted in new opportunities for consolidation within the industry.

There were $11.9 billion in M&A deals, which represented a 54.8% decrease in value compared to the first half of 2019. Most investments were in the pursuit of CASE (Connected, Autonomous, Shared, Electrified) technologies. This type of tech is predicted to drive M&A through the end of 2020. Dealmakers are expected to concentrate on securing supply chains and increasing resiliency rather than expanding globally.

Global Deal Activity

The majority of deal value in volume in the first half of 2020 took place in Asia and Oceania, followed by North America. The largest automotive transaction in the first half of the year was valued at $2.9 billion, with Traton SE, a vehicle-manufacturing subsidiary of Volkswagen AG, acquiring Navistar International Corporation. Volkswagen Group China continued to strengthen its electrification strategy by making two acquisitions valued at more than $1 billion each: Gotion High-tech Co. and JAC Volkswagen Automotive Company.

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When Is The Right Time To Retire?

The right time to retire is going to be different for everyone based on individual circumstances and goals. While finances are obviously a major factor in the decision, being emotionally and mentally ready is equally important. Here are some points you should consider if you are thinking about embarking on retirement.

Financial Stability
Retirement hinges upon having the appropriate income to support a comfortable lifestyle in the future. This entails having an accurate and realistic picture of what your expenses will be and how much you will need in order to cover them, including income from your savings, pensions, social security, 401ks, IRAs, and any other assets. The earlier you plan to retire, the more significant your nest egg will need to be. Waiting a few years can help you build up more financial security through tax-advantage investment accounts. So if you love what you do, a later retirement means that you can continue doing it while you shore up your savings for the future. A common algorithm for retirement planning is to have savings that are 25 times the amount of your annual expenses.

No Debt
When heading into retirement, it is advised that you make sure you do not have outstanding debt in the form of high-interest credit cards and outstanding loans aside from a mortgage or car financing, which can be taken into account for your needed expenses. By eliminating debt, your retirement income can be used for current expenses instead of past expenses and offer you added peace of mind.

The Economy
While there is no way to be sure what the future holds, if there are signs of an economic downturn, you may want to hold off on the retirement plans for a bit. This will give the markets time to recover, which will help you recoup your invested assets and retire with a better bottom line.

 

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Enhancing Company Value By Enhancing Culture

Culture Affects the Bottom Line

When a company demonstrates that it’s thriving with happy and motivated talent, it is more likely to garner a higher business valuation when going to market for a merger or acquisition.

There is a proven link between culture, employees, productivity, and profit. Research shows that:

  • Businesses with satisfied employeeshave been noted to outperform competitors by 20 percent.
  • Happiness leads to a 12 percent boost in productivity and companies with strong cultures see a 43 percent increasein revenue growth.
  • When employees are engaged, absenteeism falls 41 percent, productivity rises by 17 percent, and turnover is cut by 24 percent.
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Why You Shouldn’t Wait For 2021 To Engage With An M&A Advisor

2020 has certainly served up its share of uncertainties and economic concerns thanks to the COVID-19 pandemic. There seems to be a popular attitude that once 2021 arrives, everything will simply return to normal. If you are considering selling your company, you may not want to wait until next year. Here’s why.

Some Things Haven’t Changed

Regardless of the pandemic and economic concerns, certain factors remain constant. Investors sitting on plenty of capital are always seeking opportunities, no matter what is happening in the economy.

First, it is important to note that there was a record-setting amount of capital raised in 2019.

  • Across 1,064 private equity, venture capital, infrastructure, and real estate funds, an astounding $888 billion was raised.
  • Globally, PE firms raised more money than any previous year, closing on almost half a trillion dollars
  • More than $300 billion was raised in U.S. private equity alone.
  • More than $100 billion in capital is still unspent in funds that are six years or older. 
  • In the U.S., venture capital funds saw a huge year for investment realizations, and exit value more than doubled year-over-year. This cash will eventually be distributed to limited partners and investors are likely to reinvest it in new funds.

It could easily be a seller’s market in your sector. Plenty of businesses have seen valuations rise because their services are in higher demand in the current environment. If your business is fortunate enough to fall into this category, selling now can be critical to getting maximum value.

Additionally, tens of thousands of Baby Boomers are still reaching retirement age and many of them are also business owners. Those who own companies that have suffered due to the pandemic may be more likely to consider retirement and an exit strategy because they don’t want to put in the time, effort and money to rebuild their business at their age. They could flood the market at any time, meaning you will be facing increased competition, giving buyers the upper hand. This scenario can also result in a lower valuation for your business. It is another solid reason you should consider starting the M&A process sooner rather than later.

 

Ready to explore your exit and growth options?

 

We Know the NOW

Nobody can say for sure what the future holds for the economy, but we do know what the state of it is today. When we know and understand what is certain right now, we can make educated decisions based on current circumstances. These circumstances include political factors, trends within your sector, what your competition is doing, buyer demand, as well as current market values, tax rates, and interest rates.

  • Right now, the U.S. is seeing the lowest interest rates in its economic history. On September 16th, the Federal Reserve left the target range for its federal funds rate unchanged at 0-0.25%, and signaled that it would keep them at that level through at least 2023.
  • At this time we also know the current tax environment. We can only expect that taxes will increase in the long term in order to overcome the growing debt burden that has been created in 2020 because of economic damage caused by the COVID-19 pandemic.

While you might feel that waiting until 2021 will allow you to sell your company for more money, that is not necessarily the case. There is no proven data to support that theory, and you could actually end up selling your company for a lower valuation because you chose to wait. Also, the right timing depends heavily on the activity in your sector. What type of business you own can constitute the best time to sell, even during a pandemic. It could actually be the perfect time.

You Can’t Prepare Too Soon

Timing is everything when it comes to selling a business. And sure, 2020 seems to have turned everything upside down, but we also cannot predict what 2021 holds. Optimism for the future is somewhat human nature during a long-term crisis, but questions surround the timing and availability of a vaccine for the virus, and how quickly the economy will fully recover.

It is important to note that plenty of businesses are still being bought and sold in 2020. If you put off a sale too long, you could run the risk of missing out on a great opportunity to get the most value for your company. But at the very least, you should not put off the preparation for a sale. It can take several months to years to complete a merger or acquisition. Even if you are unable to sell this year, starting the preparation process now can position you for a seamless transaction down the road. You should engage now to ensure that your company can be put on the market at the beginning of 2021. When the process is done correctly it can take 30-60 days just to get a business on the market, and a total of 6-12 months to close a deal. Waiting until January to act could put you at a major disadvantage with buyers on market at the beginning of the year.

Preparing now will also position you as a more patient seller, versus one that is panicking to unload your business without a solid exit plan. Buyers will see you as desperate, leading them to offer you less money. If you demonstrate that you have been carefully preparing for a sale and have done your due diligence, you are likely to garner a higher sale price.

Another advantage of preparing for a sale is that it can put you in the position to test the market. Maybe you are not sure if you should sell. So, why not put your business out there and see what kind of offers come back? You might be surprised at what emerges. If you still don’t want to sell, you can simply take your business off the market and wait for a better time. However, if you choose to do that, you do run the risk of appearing that you are not a serious seller in the future. Working with a reputable M&A firm can help steer you through the process and protect you from making common seller mistakes. They will also help you control the narrative, so that your business remains positioned in a positive light no matter what decisions you ultimately make.  

Let’s Start the Conversation

Our M&A experts at Benchmark International know how hard you have worked to build your business. Even if you are not sure if you are ready to sell, reach out to us and we’ll help you figure out what is best for you, your company, your family, and your financial future.

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2020 Financial Services Sector Update

As the world still faces the COVID-19 pandemic, businesses in the financial services sectors are preparing themselves for life after coronavirus. This includes the management of credit risk for borrowers, and turning to digital strategies to drive revenue growth.

Insurance and Innovation

The COVID-19 pandemic is forcing the entire insurance sector to implement and leverage digital platforms that enhance customer experiences as a key part of their business strategies in a transformed world in which people are working remotely and driving their vehicles less often. The pandemic has led insurance companies to implement premium relief efforts, offer payment deferral plans, and expand coverage, but these companies are also turning to more digital strategies, emphasizing online customer experiences at a time when more and more transactions occur online versus in person. Consumers are demanding new products such as cyber insurance, more modern life insurance options, and usage-based car insurance. Middle-market insurance companies have always been a bit technologically behind the big players, but they now must adopt new innovations in order to merely keep up with convenience, simplicity, mobility, and modern interfaces that customers have come to expect.

Banking and Lending

Financial institutions are in a position where they need to understand borrowers’ needs and current financial states more than ever. They must also find new ways to measure performance through the rest of 2020. They have already provided assistance to many small and mid-size businesses during the crisis, some of which will be forgiven. Loan modifications have been provided to help businesses survive, and there is likely to be some loan losses. As the economy begins to recover, banks will be able to get a better understanding of borrowers’ financial states, knowing that it will take some time for businesses to bounce back. Deciding whether to lend more credit will be a difficult decision for financial institutions, especially for harder hit sectors such as hospitality and retail. Understanding the recovery of these industries as a whole will be critical through the use of data and payment activity monitoring.

Family Offices

Family offices are private wealth management firms that serve high-net-worth individuals and their families by offering a total outsourced solution to managing finances and investments. There are nearly 2000 of these types of firms around the world, with more than half in the U.S.

These firms have typically relied on physical offices to conduct business. Now in the wake of COVID-19, a shift to virtual family offices has become a necessity during a time where remote work has become commonplace. This has been a challenge for many family offices because most simply do not have the appropriate technology and infrastructure to result in a seamless transition to a virtual office. These businesses will be forced to evolve technologically into the rest of 2020 and beyond. As outdated technology is replaced with better performing innovations, family offices will become more mobile and agile, as well as better equipped with more adequate cybersecurity. Connectivity is also a timely issue, as Millennials will be inheriting family wealth in the future and they demand immediate access to data without disruption and with more transparency. This digital transformation to virtual family offices will also allow for a leaner staff that can deploy resources more quickly.

Capital Markets

The events of 2020 have led capital markets to affect businesses in different ways. Underwriting slowed for high-yield borrowers. Mergers were put on hold. Stock markets have been up and down, and a record number of securities and their values have been exchanged. As financial conditions improve, confidence combined with cheap credit will have companies seeking liquidity to get through the rest of the crisis. Corporations have been tapping into the public debt markets at high rates. While this generated profits at the start of the recession, bonds are less likely to be issued as businesses restore their reserves and establish liquidity that will be needed into the future.

For the rest of 2020 and into 2021, investment banking associated with M&A activity will continue to be tied to the economic recovery amid a softer deal pipeline. When the economy finally bounces back, there will be opportunity for a backlog of deals, boosting advisory revenues.

Data and Private Equity

In the time of COVID-19, certain private equity trends have emerged and are expected to be here to stay. People are still paramount, but how they work has changed. Data continues to be more important to deal making to determine the areas for greatest earnings impact. Datasets will track strategic movements and metrics within companies to gauge their performance. Remote workforces will allow competitive PE firms to source key financial talent from entirely new geographic regions. Firms are also expected to outsource more of their back-office work functions and instead focus on front-office responsibilities.  

Ready to Sell?

If you are a business owner who is considering making a move, our M&A experts at Benchmark International would love to discuss how we can help with the sale, exit or growth of your company.  

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