After a very active year in 2021 and a reasonably robust market in 2022, M&A deal-making in the healthcare sector will soar in 2023 thanks to much corporate cash and private equity sitting on plenty of dry powder. Healthcare and health services companies are expected to actively explore M&A, divestitures, and other types of transactions, making it an attractive marketplace for parties.

Many individuals or companies feel that the best way to either enter an industry or expand within an industry is through buying a business. While this is often true, it is hard to know where to begin the process of buying a business.

Define your search criteria?

The first step to buying a business is comprise a list of features that you are seeking in a business. Similar to the car buying process. Do you want leather seats, a certain brand, navigation, power windows, etc? Narrowing your search criteria will help save you time, resources, and frustration.

Here’s a few questions you will want to be able to answer as you begin your search:

• What size business are you seeking? This question relates to both revenue and profitability.
• Do you want the owner to remain apart of the business post-closing? If so, for how long?
• What geographical areas do you prefer?
• What industry and sectors are of interest to you? Be as specific as possible. If you are looking to buy a marketing firm, what type of end customers do you prefer? Do you want the business to cater to government customers, healthcare companies, etc?
• What is your budget?

Begin your search

There are many ways to uncover businesses for sale. You can search various websites, reach out to a Mergers and Acquisitions’ (M&A) specialist, or network to try and find deals that have not hit the market yet. Some buyers will approach business owners directly to see if they are interested in selling their business directly to the buyer.

Websites featuring businesses for sale often can be overwhelming. If you search several websites, you may see the same listing on multiple websites.

There are M&A specialists that work with buyers to find businesses for sale and others that work with sellers to find buyers. Some M&A specialists represent both buyers and sellers. If you are working with a specialist that represents both parties in a transaction, you will want to understand the intermediary’s incentives. It is hard to keep interests aligned if there are conflicts between the parties. If you are working with a sell-side M&A specialist, often times they will have exclusive listings meaning that you can only have access to that specific deal through that specialist. Also, a sell-side M&A specialist may take a commitment fee. This will show the seller’s commitment to the sale process.

Some potential buyers build a network to look for opportunities to purchase businesses or build their own database of potential businesses they would like to purchase and begin reaching out to those business owners. While this sounds like an easy process, do not be fooled by the amount of time and resources you will use trying to speak with the business owners and convincing them to complete a deal with you. Typically, business owners that are open to exploring the idea of selling will entertain a conversation but they eventually want to go to market to test the valuation. Often times buyers will get close to the end of a transaction but then the seller will decide not to sale. If you are willing to pay an amount that is acceptable to the seller then they often wonder if there is someone that is willing to pay more and if they have undervalued their business.

Begin to review businesses

Sellers will want a Non-Disclosure Agreement (NDA) in place prior to releasing confidential information. This practice is very typical in the lower mid-market. As a buyer, you will want to have the opportunity to speak directly with the business owner. They will know their business better than anyone, and you will have specific questions that only the business owner will be able to answer. You will also want to visit the business' facility. This visit will tell you a lot about the company, its culture, and what type of liabilities you may want to explore further during the due diligence process. Once you find the perfect business, you will want to move swiftly to the next stage of the purchasing process as there are probably other buyers looking at the same opportunity and you do not want to miss out.

I found the perfect business, now what?

After you find the perfect business, you will need to comprise a valuation for the business. The valuation will be covered in a Letter of Intent (LOI) as well as the structure (how is the valuation going to be paid to the seller) of the offer and other high-level details. In the LOI, you will want to include the seller’s involvement post close, an exclusivity clause allowing you the exclusive right to review the opportunity, the requirements of due diligence along with a timeline, if possible, and the anticipated closing date. A LOI tends to include many more details but above highlights some of the details a seller will want to understand prior to agreeing to move forward.

The LOI is executed. Where do we go from here?

After a LOI is executed, due diligence begins. As the buyer, you want to confirm that what you think you are buying is what you are actually buying. You will want to understand the risk associated with the purchase of the business. You will also want to engage your advisors to provide legal advice for the purchase agreement and tax advice for the structure of the transaction. 

While purchasing a business sounds like a quick and easy process, it can take months, if not a year or two, to make the purchase. There are a lot of factors that you will encounter and unforeseen obstacles that stand in your way. An M&A specialist can help you navigate these obstacles and help you purchase a business within your desired timeframe. Whether you choose to seek to purchase a business on your own or bring in a M&A specialist, we wish you the best of luck with your journey. 

Author:
Kendall Stafford
Managing Partner
Benchmark International

T:  +1 (512) 347 2000 
E: stafford@benchmarkcorporate.com

Who doesn’t love microbrews? The explosion of the craft-beer revolution has spread across the country.

Western cities, such as Portland, Denver, San Diego, Seattle, and Los Angeles are seeing a large increase in new jobs and establishments in small-scale breweries. This trend is spreading nationwide, and how do we explain this craft-beer boom? It’s relatively simple, the American breweries lack of distinct, indigenous brewing traditions in the past has been conducive to the rise of craft brewing. The small, independent, and traditional brewery adds to the eclectic style and diversity consumers are demanding. The niche styles of beer, particularly hoppy IPA’s, pale ales, infused blends, and specialty brews are leading the way. This changing landscape has created multiple opportunities for the M&A industry.

So, what does this craft beer boom mean to Benchmark International and the M&A industry? The sustained success of craft beer and the changing demographics of brewery ownership has led to more mergers and acquisitions and transactions than ever before. Since 2014, there has been more than one transaction per month. Global players, such as SAMMiller and InBev, are leading the way in the direct M/As of craft beers. What is more interesting in this recent trend of mergers, is the allowance of once previous competitors to combine styles and taste with new hosts to release new and creative craft beers. The rising popularity of craft beers has fueled industry growth and increased valuation multiples towards all-time highs over the last few years.

We’ve all heard it, the best measurement of a city’s growth is the number of cranes and projects going up. We’ve all heard buzzwords about Austin, TX being an “IT” city, but it’s not just Austin that is sprawling with new developments and high-rises. Stop and think about this type of buzzing activity throughout a 70 mile stretch from San Antonio, the home of the Alamo, to Austin-Roundrock. This, my friends, is the I-35 corridor, a stretch of interstate highway that connects San Antonio, San Marcos, Austin and Dallas. Almost everyone has benefited one way or another from the massive growth happening in the region. Better jobs, more activities for the young professionals, and an overall increased quality of life. The growth in the region has, of course, brought upon Central Texas its unique set of challenges that one does not think of
right away.

No, it is not practically unaffordable real estate and rent. The biggest challenge lies in making these interconnected cities feel like home 24/7. Going home sure in the knowledge that the roads will be safe, our lights will turn on, and that water will flow when we take a shower after a long jog in Town Lake (Lady Bird Lake for you non-Austinites).

With the increased growth in population over last decade, the Central Texas region, that is known as the i-35 Corridor, has experienced its unique set of challenges. While home builders and apartment complexes make fortunes from overpriced property values, there is an unsung hero behind the scenes: the engineers who make all this growth possible. As mentioned previously, everyone expects their roads to be safe, their lights to turn on, and their water to run. In Texas, these are all major engineering feats. No, we’re not just flatland sitting on enormous oil and gas reserves. Central Texas is home to the Hill Country, one of nature’s gifts to the world; and as its name implies, it has plenty of hills.

So, how does one exactly get water to flow up the hill? Well, we didn’t know the answer either, and quite frankly, we still don’t, but some of the Benchmark International teammates live on top of hills. So, not having water up there would be a problem. Engineering firms in Texas have long solved problems before the growth spurt in Central Texas. The Colorado River dam for example, or the Houston Port.

Timing is, without doubt, one of the most critical factors in mergers and acquisitions; a recent report found that it is, in fact, the single most reliable predictor in terms of creating real shareholder value.