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Benchmark International Completes the Sale of Office Technology (Irl) to Intuity Technologies

Benchmark International is pleased to announce the transaction between Dublin-based managed print services company, Office Technology, and leading certified technology company, Intuity.

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Established in 1988, Office Technology oversees all aspects of clients’ print infrastructure, supplying and servicing Canon multi-functional devices as a gold member, as well as providing the software to manage the cohesion of machinery, predominantly for SME and corporate clients.

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Benchmark International has successfully facilitated the sale of Machine Cutting Services (MCS) to Montsi Investments

Benchmark International has successfully facilitated the sale of its client, Machine Cutting Services to Montsi Investments, a 100% black-owned family investment company operating in South Africa and Ghana.

Machine Cutting Services, based in Modderfontein, South Africa, offers on-site machining services, products sales and rentals to, inter alia, the power generation, petro-chemical, mining, paper and sugar milling, and heavy engineering sectors. The company is an agent and distributor of prestigious, global brands of on-site machining tools as well as top quality plumbing tools.

Montsi Investments recognised the value in adding MCS to their stable of investments, which includes companies such as aggregate producers in South Africa and Ghana. Through their acquisition of the company they plan to expand its geographic footprint in Africa and leverage the improved B-BBEE score to secure new business.

“With a prior attempt at selling the business by another advisory having been unsuccessful, I was beginning to think I’d never get to retire, but the Benchmark team really came through for me and delivered on their promise to assist me in finding succession for my business”, stated the seller Mr Derek Holliday, adding “I felt well supported by Johann throughout the sale process. His expert guidance was invaluable.” 

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“We knew that a completely fresh approach to a wider market would be required” says Johann Haasbroek, the Transaction Director at Benchmark International. “The buyer was identified through the Benchmark process and once we conveyed the unique advantages that they would gain by acquiring the business; such as the growth that could achieved though the company’s superior ability to navigate the South African legislation in which the company operates, the buyer saw the potential for growth and engaged.”

Encouraged by what the deal indicates about the South African M&A industry, Andre Bresler the Managing Director at Benchmark International, concluded “This transaction is testament to the ever-increasing maturity and success of the BEE industrialist and investor market where strong interest was forthcoming from a number of strategically motivated buyers with impressive portfolios and track records of success, capable of adding genuine synergistic value.”

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Benchmark International has Successfully Facilitated the Sale of Omega Fire Engineering to BB7

Benchmark International has advised on the transaction between Manchester-based fire engineering consultancy, Omega Fire, and specialist fire consultant firm, BB7, to create the UK’s leading independent fire and security advisory firm.

Omega Fire is a fast-growing, highly profitable fire safety property consultancy using computational modelling to assess fire engineering proposals and address potential fire hazards and risks.

Founded in 2009, BB7 is a fire safety and security consultancy with eight offices nationwide and 60 expert advisers. It offers three core services to clients: fire engineering, fire risk management, and security consultancy and has a client base of building developers, local authorities, housing associations, and hotel and leisure groups. As such, the two companies complement each other in terms of client spread and services offered allowing the combined entity to continue to build its strong reputation.  

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Following the acquisition, Omega Fire will continue to operate from Manchester and Leeds, and trade as Omega Fire Engineering Limited throughout 2019, and the amalgamation of the two companies will create a firm with just under 100 people and 10 offices nationwide.

BB7 has been backed by the Business Growth Fund (BGF), which is the UK and Ireland’s most active investor in growing businesses. The investment from BGF will support BB7’s longer-term growth strategy, providing the capital and experienced resources to accelerate its growth plans.

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Benchmark International has successfully facilitated the sale of Cubic Inc., to A.H. Belo Corporation

Benchmark International has successfully facilitated the sale of Cubic Inc., to A.H. Belo Corporation.

Established in 2003, Cubic Inc., is a full-service creative agency that uses business intelligence, strategic insights and purposeful creativity to incite brand desire. The buyer, A.H. Belo Corporation, owns and manages several respected newspaper and media companies such as The Dallas Morning Times.

For 16 years, Cubic Inc., has provided its fresh, innovative and non-traditional creative approach particularly towards community marketing and regional branding. Its agency services broadly include immersion & research, ideation & design, execution & production and media strategy & management.

A.H. Belo Corporation is a recognized Dallas-based media company that owns newspapers in North Texas. 

Jeff De Garmo, Vice President of Cubic Inc., mentioned “The Benchmark International team was a pivotal factor in the consummation of this transaction.  They were all hands-on deck when it came to the negotiations of the many moving pieces in a complex deal such as this one.  We highly underestimated the value that a seasoned M&A advisor brings to the table.”Ready to explore your exit and growth options?

Transactions Director, Luis Vinals said “Working with the Cubic, Inc. team has been an incredible experience that our team has truly enjoyed. This transaction is testament that the Benchmark International team is prepared to facilitate a deal with a buyer on Main St to a buyer on Wall St. Throughout the process, Cubic’s team was responsive to our feedback and available to discuss strategies. We are excited to see the result of their creative future collaborations.” 

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Assumptions Matter! What Assumptions Form the Foundation of An M&A Transaction?

Assumptions form the foundation of every facet of an M&A transaction. They permeate every fiber of a deal. Sellers make assumptions. Buyers make assumptions. Lawyers, accountants, wealth managers, and other advisors make assumptions. Deals are built upon assumptions.  When assumptions are thoughtful, reasonable and defensible, there is a much higher likelihood of success.Buyers may assume they can get three turns of EBITDA in senior debt and another turn of second lien debt when determining both valuation and deal structure. However, what happens to the deal if those assumptions prove faulty?  Assumptions should be tested.  Before proceeding, apply a reasonable test.Determine if the assumptions will survive further scrutiny. Are they defensible? If they are not, challenge them and make the appropriate course correction.  

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Buyers often use Discounted Cash Flow (DCF) as at least a data point to derive a valuation. However, as any finance student or professional will tell you, DCF is limited by the inputs; the assumptions you make. One has to make assumptions as to the cash flows derived by the business, a terminal value, a growth rate and their cost of capital. Each of those is a lever that a seasoned professional can pull to move the results.  So, the results are subject to confirmation bias. I can make the model spit out a number that aligns with my preconceived notion as to value. Further, I can make the results provide evidence to a narrative that portrays the business in the most positive (or negative) light. Again, assumptions matter. They need to be reasonable and defensible. 

Sometimes we will see buyers assume that all businesses in a specific industry are perfect substitutes. I’ve seen buyers point to other sellers on the market with more “reasonable” price expectations. But that assumption, on its face, is flawed at best and perhaps intellectually dishonest. No two business are alike. They are living, breathing beings with unique people, processes, supply chains, distribution channels, relationships etc.Two businesses that compete with similar services or products will yield different valuations from buyers. Those differences in valuation may be vast.  Why is that, you ask? The answer is businesses are not fungible. They are not interchangeable. They aren’t gold, silver, frozen orange juice or any other commodity.  They don’t trade purely on price as they have unique aspects to them.  As such, we at Benchmark, as a sell side mergers and acquisitions firm, really thrive when we encounter a buyer with this argument.  We love it when a buyer brings that level of analysis to defend their assumptions.  Our clients do too. 

Assumptions matter on the sell side when contemplating net proceeds. Every seller concerns themselves with the amount they will take home once all fees and taxes are accounted for.  More importantly, they want to know if they can “live on” those proceeds.  When considering this question, make sure all of the inputs into the waterfall are reasonable and defensible.  The waterfall demonstrates the net proceeds to the seller accounting for all expenses and taxes. Are your tax assumptions correct?  Make sure you engage advisors that understand transaction tax. Your CPA may not be qualified to dig in here as the questions and answers aren’t black and white.  Often times, the sell side law firm has an M&A tax specialist on the team and that person may be best suited to assist. 

Let’s address the aforementioned question; how much do you need at closing to maintain my lifestyle? Again, as before, the assumptions here matter.  You may not know the market opportunities available to you post-close as perhaps you’ve never had the power and influence that may come from a sizeable pool of investable capital. We suggest sellers speak to wealth advisors to determine if their risk tolerances and investment goals align with the cash flow they require.  We have worked with wealth managers that specialize in working with small business owners transitioning out of ownership for the first time.  They will work with you to determine the proper asset allocation for your proceeds and provide the basis for sound assumptions as to rates of return. They will also review your entire financial profile and exposure to assist you.

Assumptions matter for your advisors. Attorneys may mistakenly assume a seller is adamant about an issue that may in fact be unimportant to the seller. Other advisors may apply their own biases to a deal and assume both buyer and seller think as they do. I’ve found that making this sort of assumption, that buyers and seller think as I do on all matters, leads to poor guidance and poor decision making. 

So, what is the cure for all of these issues that result form poor assumptions you ask?  Simply ask the other party, whether on other side of the transaction or on the same side, to present and defend their assumptions. Once the assumptions are on the table it is easy to test them to determine if they are credible, reasonable and defensible. 

Author
Dara Shareef
Managing Director
Benchmark International
Ready to explore your exit and growth options?

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

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Benchmark International Successfully Facilitated the Acquisition of Comprehensive Clinical Trials and Advanced Clinical Trials by Vitalink Research

Benchmark International has successfully facilitated the acquisition of Comprehensive Clinical Trials, LLC and Advanced Clinical Trials, LLC (hereinafter referred to as CCT) by Vitalink Research, LLC. (hereinafter referred to as Vitalink). CCT is an accomplished clinical research site specializing in conducting Phase II - IV clinical trials. It serves over 400 sponsors ranging from small biotech companies to the world's largest pharmaceutical and medical device companies and has completed hundreds of trials. Vitalink is a US network of fully integrated clinical trial sites, connects world-class physicians and medical professionals with site managers and research coordinators to set the standard for the timely execution of clinical trial protocols with trustworthy results across all sites.

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I am excited to partner with the entire VitaLink Research team to further grow our combined business over the coming years,” said Dr. Ronald Ackerman, Founder and Medical Director of CCT. From my first meeting with VitaLink, it was clear that we shared a common culture rooted in clinical excellence and quality patient care. I look forward to this next chapter for myself and my dedicated staff”

“The partnership with Comprehensive Clinical Trials enables VitaLink to further establish itself as one of the leading wholly- owned clinical research site companies in the Southeast,” said Nick Wright, CEO of VitaLink Research. The addition of CCT partners VLR with the fantastic team that Dr. Ronald Ackerman has built throughout his distinguished career as a physician and Principal Investigator. This partnership expands our therapeutic capabilities into a very important and growing area of drug development research and our geographic footprint.

“I’m very excited for both CCT and VitaLink for consummating this partnership. As with every deal, this transaction faced a small number of issues through the diligence process. Thankfully, both sides had practiced professionals which allowed us to work through the various issues and find a way to make both sides happy. With this acquisition, VitaLink will break into theWomen’s Health sector with a major statement. Through the leadership of Dr. Ackerman, Vitalink will quickly become a widely recognized leader in this highly specialized study area.” said Benchmark International Associate Transaction Director David Steverson.

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Benchmark International, has facilitated the sale of Integrated Legacy Solutions, LLC (“ILS”) to NXTsoft, LLC (“NXTsoft”).

Benchmark International M&A specialist, Benchmark International, has facilitated the sale of Integrated Legacy Solutions, LLC (“ILS”) to NXTsoft, LLC (“NXTsoft”).

Based in Trussville, Alabama, ILS offers image and data conversion migration technology for the financial services industry. The company specializes in data management through one of three methods: full data conversion into a new system, data migration into its flagship OmniView Browser™ or a blended approach that combines the two.

NXTsoft, located in Birmingham, AL, is concentrated in risk management, including solutions in cybersecurity, compliance, and data analytics. Like ILS, several of NXTsoft’s portfolio companies also provide high quality software solutions serving financial institutions. NXTsoft is backed by a team with a 25-year track record of successful technology start-ups.

ILS founder, Kris Bishop commented, “I would like to thank the Benchmark International team for their dedication and persistence. Their team and hands on approach provided excellent marketing documents, broad coverage across various types of prospective buyers, and resulted in multiple offers over the term of our engagement”

Leo VanderSchuur, Director at Benchmark International, stated, “It was a pleasure to represent ILS, Kris Bishop and Jason Alfano in this transaction. On behalf of Benchmark International, we are extremely pleased with the outcome. Allowing both the seller and acquirer to prosper and benefit is always an ideal end result.”

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Benchmark International Successfully Facilitated The Acquisition of Jackson Galloway Associates LLC. by FGM Architects, Inc

Benchmark International has successfully facilitated the acquisition of Jackson Galloway Associates, LLC to FGM Architects, Inc. Benchmark International worked effectively with the sellers to ensure that their goals were met from a financials as well as cultural perspective.

Jackson Galloway Associates, LLC is a highly-reputable firm that provides full-service architecture and interior design for the Texas market.  The majority of their clients are churches, public and private schools, athletic facilities and non-profit organizations in the Texas market with a high focus in Austin, one of the fastest growing cities in the country.

FGM Architects is a professional service firm with an emphasis on design and service.  Since 1945, FGM Architects has specialized in the planning and design of environments for PK-12 Education, High Education, Municipal and Federal clients. They offer a unique combination of experience, talent and a collaborative design process.

Benchmark International was able to procure for Jackson Galloway Associates a buyer that met their goals in regards to financial terms as well as cultural fit and an aligned vision in regards to their design capabilities.  Benchmark International represented the sellers for over two years in a diligent effort to find the ideal buyer.

According to John Jackson, AIA, now Managing Director of the Austin Office of Jackson Galloway FGM Architects “'Our transition was assisted by the personal and professional team at Benchmark, International, who walked us through every step and helped us to stay on task to the very end.”

Benchmark International’s Senior Associate, J.P. Santos, commented “The Benchmark International team is very happy for John Jackson, Bob Galloway and the entire Jackson Galloway Associates team.  From the outset, the shared vision in terms of design and corporate culture between Jackson Galloway Associates and FGM was apparent and was helpful in coming to equitable terms.  Both parties were collaborative in their efforts to bring this deal together and we are excited to see what the combined firms can do going forward.”

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Benchmark International successfully facilitated the sale of Landtec Services, LLC., to RW Construction Services LLC DBA ERW Site Solutions (ERW)

Benchmark International has successfully facilitated the sale of Landtec Services, LLC., to RW Construction Services LLC DBA ERW Site Solutions (ERW). Landtec Services, LLC., is an Austin, Texas-based business that provides commercial landscaping services to the Central Texas market. It provides a turn-key solution that includes the installation of landscape, irrigation, hardscape and retaining walls, and property maintenance.

ERW Site Solutions (ERW) specializes in building retaining walls and providing job site services such as fine grading, hardscapes, monuments, job site cleanup, and slope protection & erosion control. ERW offers unmatched quality of service at prices other subcontractors can rarely beat while utilizing state of the art equipment and technology.

In reference to the transaction, Brandon Parish, Managing Member and Partner of Landtec Services LLC., explained his experience with Benchmark International, “I was recommended to Benchmark International by a fellow peer in the industry. He spoke highly of Benchmark’s team. My experience with Benchmark far surpassed any expectations. I truly felt like they understood what my goals were and they were relentless in their approach to get a deal done. Larry Quinn, Partner of Landtec Services, LLC., mentioned that “Benchmark International team knew from the beginning that we had unique goals; they carefully crafted a strategy that would allow Brandon and I to achieve them.”

Luis Vinals, Transaction Director at Benchmark International’s Austin office added, “Brandon and Larry were excellent to work with. Benchmark International’s Austin team enjoyed working with Brandon and Larry and found a deal that was ideal for them. This deal reflects Benchmark’s dynamic market position and negotiation prowess as both of our clients had naturally opposing goals. Brandon was looking for a transition and growth deal with a value added acquirer. On the other hand, Larry, wanted a shorter transition period for his eventual exit. The Austin team did a formidable job at negotiating a deal that would fit both of these objectives. From day one, our clients collaborated with us which paved the way for our proven model to forge a deal that would meet their needs.

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Benchmark International has successfully facilitated the sale of ME Interests LP, DBA First Service Technology to Restoration Risk Management.

Benchmark International has successfully facilitated the sale of ME Interests LP, DBA First Service Technology to Restoration Risk Management. First Service Technology is a professional services company that offers IT and physical security integration consulting, network audits, project management, implementation, and installation for the Texas market.

First Service Technology serves the State, Local, and Public Education markets (SLED). These include Texas K-12 school districts and city and county government entities. The company also serves the commercial market. Ownership consisted of two partners looking to sell the company to de-risk and facilitate growth. Both partners were open to various deal structures and willing to stay with the company on a long term basis.

Restoration Risk Management is a Wyoming based entity with partners in several international locations such as Thailand, United Kingdom and the United Arab Emirates. The acquisition of First Service Technology will facilitateRestoration Risk Management’s entrance into the Texas market.

Benchmark International Transaction Director, Luis Vinals, mentioned “The Central Texas Market is primed for growth across a variety of industries. The consolidation of the IT Services and IT Security sectors prove that now is the time to sell. Currently, buyers are paying sellers historically high multiples for their businesses in this space. In addition, Benchmark International’s Austin office, through its team of Analysits, Associates and Directors were able to uncover an international buyer based in Thailand and the UK with sufficient experience to run and grow First Service Technology. This is testament of Benchmark International’s market reach and understanding across all sectors.

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Benchmark International has Facilitated the Acquisition of Paragon Plastics, Inc. by Ashley Industrial Molding, Inc.

Benchmark International has successfully facilitated the acquisition of Paragon Plastics, Inc. (“Paragon”) by Ashley Industrial Molding, Inc. (“AIM”). Paragon is an original equipment manufacturing company using thermoforming technology to produce custom plastic products for marine, industrial, busing, and aerospace industries.

Paragon was founded in 1993 by David Trout. The company produces high quality OEM components and offers a full range of services including CAD design, pattern milling, plastic forming, assembly, and finishing. The company’s proven track record, commitment to high-quality, professional work, combined with its advanced technology has enabled Paragon to establish a stellar reputation and build long-lasting client relationships.

AIM, headquartered in Ashley Indiana, is a leading manufacturer of quality custom molded and painted plastic products and assemblies. AIM has manufacturing processes which encompasses capabilities in SMC Compression Molding, Reaction Injection Molding and Thermoforming. The primary marketplaces it services are the agricultural, industrial, construction, forestry and military markets. The company continues to expand its product capability and nationwide footprint through acquisitions. The Paragon opportunity became a good strategic fit for AIM’s growth.

David Trout, president and owner of Paragon stated, “The Benchmark team, with their knowledge and experience in M&A transactions far surpassed my expectations. After owning my business for 25 years, Benchmark found the perfect buyer to continue the Legacy. Thanks for all your help through this transaction.”

Regarding the deal, Transaction Director Leo VanderSchuur at Benchmark International stated, “It was a pleasure to represent Paragon in this strategic transaction. On behalf of Benchmark International, we wish both companies continued success.” Senior Associate, Sunny Garten, added, “David and his team were wonderful to work with. They were engaging and always responsive to diligence requests. We’re excited to see that their legacy will be preserved and enhanced through this transaction with AIM.”

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Upcoming M&A Webinar: Now that the Valuation is Set, Here’s Where You will Win or Lose the Deal

July 26th @ 10am EST

Register Now >> http://bit.ly/2Nvampu 

Many sellers think they have reached the finish line once the buyer has been selected or perhaps when the letter of intent is executed. Even those who know they haven’t reached that line often believe all key elements of the transaction have been ironed out and all that remains is the “technical” part. To better understand many of the material issues that remain open after the letter of intent is executed, this webinar will walk participants through a wide array of those
open issues. 

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Dry Powder in Private Equity – A Struggle to Spend or a Welcome Resource?

Posted on April 5, 2018 By in deals + Private Equity + Dry powder

Dry powder is currently a hot topic within the private equity industry because the levels of dry powder are at a record high since the financial crisis, with over $1 trillion of committed capital available.

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Benchmark International, has successfully facilitated the sale of Sun Coast Hydraulic Electric MFG.,Inc. to Scott Industrial Systems, Inc.

International M&A specialist, Benchmark International, has successfully facilitated the sale of Sun Coast Hydraulic Electric MFG.,Inc. (“Sun Coast”) to Scott Industrial Systems, Inc. (“Scott Industrial”).

Based out of Jacksonville, FL, Sun Coast is a fully-integrated manufacturer of electric control panels and hydraulic power units.

Scott Industrial is a full-line fluid power distributor headquartered in Dayton, Ohio. The company offers sales and service expertise in hydraulics, pneumatics, and electronic control systems. The company currently serves customers in Ohio, Kentucky, Indiana, Illinois, Western Pennsylvania, West Virginia and Tennessee. Through this acquisition, Scott Industrial continues to expand its nationwide geographic footprint.

Tim Sparks, the founder at Sun Coast, commented, “ We are thankful for the role Benchmark International played in the acquisition process. They brought a knowledgeable team to the table and were able to push it through to the end. We are confident this relationship with Scott Industrial Systems will allow us to better serve our clients, and we look forward to the growth to come.”
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Becton Dickinson acquires C.R. Bard in $24 billion deal

In the biggest deal of the company’s 120-year history, medical device giant Becton, Dickinson & Company has announced its acquisition of C.R. Bard for $24 billion.

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BENCHMARK INTERNATIONAL COMPLETES SALE OF CHARRON SPORTS SERVICES, INC. TO CORVUS INDUSTRIES, LTD., D/B/A BR BLEACHERS AND D/B/A FACILI-SERV

Benchmark International has successfully negotiated the sale of Charron Sports Services, Inc. (“Charron”) to Corvus Industries, LTD. (“Corvus”).

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