2021 was a strong market for business owners looking to sell their companies. The market remains ideal and will do so as we move into the first quarter of 2022. As we are in the middle of this year, there is no better time to consider putting your business on the market.
M&A activity was moving at a record pace in 2021, thanks to economic recovery, a strong stock market, low-interest rates, rapid digitalization, more SPACs, confident boardrooms, and available debt. The U.S. had reported more than $2 trillion in M&A activity in 2021, with the year on pace to be the most active in history. Not to mention that the second quarter of 2021 was the third straight, with total global M&A value surpassing $1 trillion. That is the first time this has ever happened in three consecutive quarters. So even in the middle of the year, when things typically slow down, we are still seeing a great deal of investment, and the market is still flooded with capital.
The Global Marketing Consulting Market
The global marketing consulting market is expected to grow by $3.83 billion between 2022 and 2026, increasing at a compound annual growth rate (CAGR) of 4.75%.
Market growth is being driven by various factors, including continued education, the rising need for improved customer digital experiences, and the providing of custom-made solutions.
Because the global marketing consulting market is rather fragmented, we are seeing vendors trying to remain competitive by deploying growth strategies such as forming strategic partnerships. Over the next four years, 35% of the global market’s growth will originate from North America.READ MORE >>
Is the bull market for privately held companies over? No, that’s not (yet) the reality. But one of the hallmarks of the glorious decade for selling businesses is no more. And unfortunately, many of the acquirers’ gatekeepers weren’t around the last time there was a bull market that looked like this one.
So what is this new normal? Let’s first look at the old normal that we enjoyed from 2010 to 2019 - a nice, slow, smooth macroeconomic recovery. The normalcy of the “teens” allowed small and medium businesses to grow smoothly under ideal conditions. As a result, many businesses experienced near-constant year-over-year growth. And when they’ve failed to do so (or failed to do better), the reasons for the deviation could almost always legitimately be traced directly to some internal event; perhaps the loss of a key salesperson, the launch of a bad enhancement, the lack of ability to pass on an increase in inputs to the customer, or the inability to keep up with a specific competitor.READ MORE >>
Selling your business can be an emotional experience. You certainly don’t want to be left at the end of the process with a sinking feeling that you have made a bad deal or sold to a buyer who doesn’t appreciate the value and legacy of the company you have built. However, there are things that you can do to avoid seller’s remorse; we will discuss several of them in this article for you to consider.
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It’s best to begin putting together an exit plan sooner rather than later. Preparing well for the transition of a business requires time, action, and significant attention. For many business owners, their business represents the majority of their wealth. Planning for the transition allows you to have enough time to minimize taxes, prepare financially for a living situation without the income from the business and put a plan together for the next phase of life. Although typically, entrepreneurs are not the retiring type, knowing what your next move will be can be very important for your state of mind post-sale. Seller’s remorse can often be avoided by beginning to plan for the transaction three to five years before the business owner wants to exit.
What’s Your Competitive Advantage on the Market?
Consider why prospective buyers would be interested in purchasing your company. You should be able to identify its assets in order to get a proper business valuation. How unique is your product or service offering? Do you outperform the competitors in your sector or in a particular geographic area? You will also want to consider whether your revenues are stable, growing, or declining. If you understand why someone would be interested in purchasing your company, you will be more equipped to enhance those qualities and effectively articulate them to buyers.READ MORE >>
We have all heard the horror stories from lower middle market business owners. Private Equity buyers will come in and get rid of all of my employees, borrow an absurd amount of money to finance the acquisition, thereby straining my company’s balance sheet and income statement, and then, light a match Goodfellas-style when they are done extracting value from it. But, I’ll let you in on a little secret? The days of financially engineering a path to outsized profits are long gone. While there certainly was an era where Private Equity funds looked to lock in a guaranteed “win” by over-levering the balance sheet, stripping the Income Statement of “fat”- read, people- and quickly flipping to monetize the win, those days are largely behind us. Today, most professional buyers value the team in place more so than any perceived competitive advantage with the product or service offering. I’ll say that again, buyers often view the team as the most important determinant of success- more so even than the core product or service offered by the business.READ MORE >>
Mergers and acquisitions are effective solutions for growing a company, getting a competitive edge, accessing new resources, lowering risk, tapping into new markets, and acquiring key talent. Obviously, these are all very appealing to investors and upper management. But employees do not always see it this way.
In actuality, employees often view such a major change as a threat. These negative feelings can lead to employee retention problems, especially in today’s world where labor shortages are already a significant problem. Staff members may feel uncertain about the future of the company, how secure their job may be, how the culture will change, and how a change in leadership will impact them. They can also have their concerns worsened or blown out of proportion if there is not a clear line of communication about what is happening with the company during a transition. Sometimes employees will feel a sense of betrayal. Furthermore, some team members may feel guilty if they keep their jobs while coworkers are victims of downsizing or restructuring. Combine all these factors and quickly end up with people looking for work elsewhere. But that is not good for any deal. Why?READ MORE >>
Capital markets drive capital to areas of innovation and positive growth, creating jobs and fueling economies. In the US, capital markets fund 73% of all economic activity. This takes the form of equity and debt financing of non-financial companies. Capital markets facilitate debt issuance, which tends to be a less restrictive form of borrowing for businesses. The usage of debt capital is the most prevalent in the US (80%), versus other regions (only 20–30%) where bank lending is more prevalent.READ MORE >>
Earnout Agreements have become increasingly routine in deal structures over the last several years as they are most widely used during times of political and/or economic uncertainty. The earnout payment is additional compensation paid in the future to the seller after the business is sold. An earnout agreement can help bridge a valuation gap or encourage the former owner to remain for a longer period of time following the close of the sale. They should only be considered when the company will continue to operate the same in the years following the sale at the time of closing. While sellers can sometimes be nervous when it comes to agreeing to an earnout, there are protections for yourself that you can keep in mind.
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When structuring the earnout, it is important to consider the financial metrics used and choose your benchmark carefully. For example, buyers will often prefer to use an EBITDA target as they believe this will be the most dependable indicator of the business's profitability. On the other hand, typically, sellers do not like using EBITDA due to concerns that the buyer can manipulate the number to benefit the buyer at the end of the earnout period. While sellers usually prefer a marker based on the business's gross revenues, gross profit can sometimes be used as a good compromise for both parties. Suppose an EBITDA calculation must be agreed to move forward with the deal. In that case, the seller can ask for various expenses, overhead costs, etc., to be excluded from the calculation.
The Global Market
The onset of the COVID-19 pandemic rattled the worldwide mortgage market. New lending volumes plummeted to record lows amid declining consumer sentiment, job losses, and nationwide lockdowns in many countries. However, new mortgage lending has remained on an upward trajectory since the second half of 2020. The total number of closed-end mortgage originations jumped from 8.3 million in 2019 to 13.6 million in 2020. That’s an increase of 65.2%. Regulators have kept interest rates at an all-time low. Even though interest rates could begin to tick up at some point, globally, the mortgage brokerage services market is expected to continue to see tremendous growth through the year 2027.READ MORE >>
As the owner of a business, you face a slew of tough decisions nearly every day. One question you may have asked yourself is whether you should sell your company. Several factors can influence your decision to sell, some of which you may not have even thought about. Here you will find a comprehensive list of possible reasons to help you decide if and when selling your business is right for you.
It's at a High Point
Over time, most businesses face different cycles of highs and lows, and potential buyers prefer to acquire companies that are thriving and have a positive future outlook. When your company is performing well, and profits are high, you can opt to sell to get the maximum value in a sale. You may not be ready to retire or move on, but if you sell at the right time, you can make the most money possible and pave the way for a more secure financial future. This can also help you avoid selling at a later date for less value, which would mean less money for your retirement.
If you are far from being ready to retire, there are ways to structure a deal to stay on with the company, working for the new owner and helping them grow the business. This can help you start the transition to your full exit. And in this case, if the business declines or an economic recession occurs, you do not face the risk of losing value because you got out at the right time.READ MORE >>
There are strategies available for business owners who are in need of additional capital to grow their business. The partial sale transaction has gained popularity over the last couple of years. When business owners find themselves with limited operating liquidity, they are unable to create the type of growth they desire. A partial sale can bring additional resources into the business that can set into motion long-term growth strategies, increase operational stability and recruit new hires. If you are looking to downsize your company, you can invest that money into different opportunities that may offer you a higher return on your investment.
A partial sale of your business gives you the opportunity to remain involved in the business that you have spent decades building. Following a partial sale, many business owners serve as advisors, senior executives, board members, etc., to assist the buyer with their transition period to new ownership. Smart buyers are open to customizing the role and involvement of the seller once the deal has closed in order that the seller remains with the business for months and years to come.
Financial Planning & Advisory Sector
In 2022, the market size of the financial planning & advisory industry is $59.2 billion. It is expected to increase 4% this year. Between 2017 and 2022, the market has grown 4.5% per year on average. The size of the market has increased faster in the U.S. than the overall economy.
Industry profit declined in 2020 due to declining assets under management and lower return on assets but increased in 2021 as the economy began to recover. As macroeconomic conditions continue to improve through 2026 gradually, industry operators are expected to benefit from rising equity values and rising interest rates.
High competition is a challenge in the industry, while the population's median age represents an opportunity. This is because the rising median age of the U.S. population is approaching retirement age, which increases the demand for retirement planning, capital preservation, and estate planning.READ MORE >>
Due to the COVID-19 pandemic, there has been increased adoption of enterprise resource planning (ERP), customer relationship management (CRM), and other entrepreneurial software. In 2020, many companies accelerated their plans to begin using these systems, and the market for them remains hot, particularly for Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS) models. COVID forced most businesses to digitize their offerings in real-time as consumers began turning to online shopping and employees started working remotely—both trends that are expected to continue into the future.READ MORE >>
So if you are a business owner considering selling your company, the good news is that right now, it's a seller's M&A market. By October of 2021, total M&A deal activity reached $4.4 trillion, which is an increase of 92% compared to a year ago and is the strongest opening period for M&A since 1980. In addition, merger activity resulted in deals totaling $1.52 trillion in the three months prior to September 27, 2021. That's up 38% from the same quarter in 2020—and more than any other quarter on record.
In a seller's market, demand is high for assets that are in limited supply, giving sellers more pricing and negotiating power. This demand can be attributed to a recovering economy, high cash balances, big government spending, new SPAC buyers, and low-interest rates. Plus, investors are flush with cash and ready to spend it on acquisitions that can help create growth or add capabilities. When market conditions shift, buyers have the upper hand in deal negotiations. And this could happen when the U.S. Federal Reserve increases interest rates in the next year or so.
Short answer – We don’t know. The M&A market has never interacted with this much inflation before. Inflation is now at a 40-year high. In 1982, there was no M&A market. The birth of the market is most often traced to KKR’s 1988 takeover of RJR Nabisco, as made famous in the 1989 book “Barbarians at the Gate” and the 1993 movie of the same name. Whether that is the actual date of birth or not can be argued. Still, at the time it was commonly thought that the cash for the $25 billion price tag was unattainable because, as the book says, there was a belief that there was not anywhere near that much excess cash floating around for doing deals in the entire world.READ MORE >>
First off, I’m using the term “post-covid” gingerly, since, as I am writing this article, we are going through a surge of the Omicron variant. This article is intended to shed light on deal structures that we saw in 2021 and compare them to pre-covid years, as well as surmise future structures.READ MORE >>
Mergers and acquisitions in each industry have their own oddities, and architecture is no different from any other in that regard. However, the following similarities always seem to rise to the top when selling a firm.
Lead Architects are the Key to the Business’ Value.
At the end of the day, like all professional services businesses, the most valuable asset walks out the door every day – and – there is nothing you can do to force them to come back the next day. Acquirers are very aware of this, and when buying architecture firms, they will take extreme measures to ensure that they will return not only the day after the deal closes but for years to come. As a result, almost every deal in this space involves broadening corporate ownership to include, typically, the most senior/valuable 10% of the firm, covering the rainmakers, the client managers, the project managers, and the most brilliant experienced architects. If the owner falls into one or more of these categories, they should expect to retain some equity and sign a multi-year employment agreement.READ MORE >>
There are several changes to tax policy on the table in the United States under the Biden administration. The administration has discussed tax increases on high-income earners at some point in the future, while the timing is yet to be determined. If you are a business owner considering the sale of your company in the next few years, you may want to speed up your timeline because waiting could mean you have to pay higher taxes if laws do change.READ MORE >>
The COVID-19 pandemic disrupted normalcy in several aspects of the world as we knew it, and one of the things hit especially hard has been the global supply chain. These supply chain problems have impacted nearly every industry and business, both large and small. Because of so much continued uncertainty in supply chains—uncertainty that is expected to last for years—business owners and executive leaders are reassessing operations and seeking paths to gain more control.READ MORE >>
There are basically four possible outcomes for retirement plans in an M&A deal:
- The plans of both companies are merged.
- The plan at the acquired company is terminated.
- Both plans from both companies are maintained.
- The plan from the acquired company is frozen.
So, what do you need to know if these circumstances apply to a deal that you are involved in?READ MORE >>
Benchmark International’s client Classic Emporium, DBA Rain Tunnel Car Spa, a New Mexico-based company providing vehicle wash, detailing and quick lube services, has sold to Champion Xpress Car Wash, a family-owned and operated business with multiple locations across New Mexico, Colorado, Utah and Iowa.READ MORE >>
Perfusion.com (PDC) is the leading provider of staffing services to the U.S. perfusion industry. The company’s core perfusion staffing services include autotransfusion, blood management and biologics services, the sale of disposables, capital equipment leasing, training and education services and patient transportation. The company is headquartered in Fort Myers, Florida.READ MORE >>
At the 20th Annual M&A Advisor Awards, Benchmark International was awarded M&A Deal of the Year (100M-250M) for the acquisition of PBK Architects by DC Capital Partners.
As the 23rd largest US-based architecture firm, PBK, based in Houston, Texas, and its subsidiaries in California, Beijing, Shenzhen, and Hong Kong, employ more than 500 architects, engineers, and related professionals.
In addition to its Top 25 status, in 2019, PBK was ranked as the “#1 Education Design Firm” by Engineering News-Record (“ENR”), widely regarded as the engineering and design industry’s premier publication. Specializing in K-12 projects and, in particular, large public high schools, PBK has long been the go-to firm for sustainable design and next-gen integrations in particular. The company also focuses on two related building types—higher education and sports facilities.
This transaction followed closely on the heels of 11 other deals that Benchmark International closed in the architecture, engineering & construction (AEC) space in the first half of 2020.
Every company has its own unique circumstances and needs. As a business owner, you can choose from a number of different ways to transition out of your company in a sale or before retirement. When succession planning, you should consider your goals for both the company and your life after the transition, such as financial requirements and how much you want to remain involved in the business. Adequate succession planning ahead of time can also help to create significant value for your company.
A transition of a business can be internal or external. Under an internal transition, the company is usually passed on to the next generation of family or a management team member. In an external transition, a strategic or financial buyer purchases the company, either completely or partially. There is also the option of an employee stock ownership plan (ESOP), which falls somewhere in between an internal and external transition.
Full Business Transition
A complete transition occurs when 100% of company ownership is sold to an investor, such as a strategic buyer or private equity firm. Under a full sale, there is a complete change in ownership control, either as a stock deal or asset purchase. Complete transitions are most often asset purchases because it assuages certain liabilities from the buyer. The owner could be required to stay involved with the business through a transition period that can range from months to years, especially if they are a key part of management.
Business valuations in a full transition are based on competitive negotiations. In many sectors, a multiple of the company’s EBITDA (earnings before interest, taxes, depreciation and amortization) and factors such as size, profitability, industry, customer base, and location. In a complete sale, the seller is often given the majority of transaction proceeds upfront, with the rest paid later through an earn-out or seller note.
Benchmark International has been named as one of the 50 Best Workplaces of the Year 2021 by The Silicon Review. The list is handpicked from different areas and recognizes businesses that attract both talent and clientele and stand out with regards to unique and positive company culture.READ MORE >>
Benchmark International is delighted to announce the acquisition of Basingstoke-based Elkay Laboratory Products to Los Angeles-based Calibre Scientific.
Elkay Laboratory Products is a premier distributor of products including liquid handling, specimen collection, storage, biobanking, test tubes, caps and vials, filtration and centrifugation, multi-well plates, and calibration services to a range of domestic and international institutions and organisations. The company’s diversified customer base spans a variety of end markets including clinical, academic, industrial and environmental applications.
Calibre Scientific is a diversified global provider of life science reagents, tools, instruments, and other consumables to the lab research, diagnostics, industrial, and biopharmaceutical communities. Calibre Scientific owns a portfolio of twenty-one life science and diagnostic companies with its global reach extending to over 175 countries. Headquartered in Los Angeles, California, the company continues to expand its product offering and global footprint to laboratories across a wide array of verticals and geographies.
With this acquisition, Calibre Scientific further enhances its overall product offering in the laboratory supplies market and adds a scalable distribution operation to the portfolio.READ MORE >>
Benchmark International is delighted to announce the sale of Doncaster-based Swedex UK to York-based Abracs Ltd.
Established in 2003, Swedex UK is a distributor of carbide tipped circular saw blades, sold to other distributors and sawmills throughout the UK. It has an exclusive supplier agreement with Swedex AB, which was founded in 1983 in Mjölby, Sweden, and is a manufacturer of circular saw blades.
Established in 1989, Abracs Ltd are one of the UK’s leading brands of abrasives and power tool accessories. The company holds the UK’s most extensive cross section of PTA products which enables it to cater for virtually all industrial markets. The acquisition of Swedex UK and its exclusive access to Swedex AB’s products will be an excellent addition to complement Abracs' existing product portfolio.
Speaking about working with Benchmark International, ex-Shareholder and Finance Director at Swedex UK, Carol Neal, commented: “Regarding the sale of our company, Benchmark were fantastic! Andrew helped us through the process, advised and assisted us through the maze of legislation and was on hand with any queries we had. Selling our company was never going to be easy, but I dread to think how much more difficult it would have been without Benchmark at our side. Benchmark kept us informed of all potential buyers and the best one with a good offer was found within a short period of time. From the first contact, through advertising and then on to completion everything went smoothly. I would definitely recommend Benchmark to assist you in the sale of your business or company.”READ MORE >>
The seller, Warnock Tanner & Associates, has been operating a successful IT services/management company for over 25 years. WTA Consulting’s customers range in size from small local businesses to Fortune 500 businesses. WTA specialized in Complete Consulting, Development & Implementation Services for Oracle Primavera.READ MORE >>
Benchmark International is pleased to have advised Open Learning Holdings on the sale of their wholly-owned subsidiary, the Open Learning Group (Pty) Ltd, to Kagiso Capital (Pty) Ltd.
Open Learning Group (Pty) Ltd (OLG) is a private Higher Education institution specialising in distance learning educational programmes. Considered as the most affordable, effective , and flexible vehicle to achieve further education, distance learning opportunities are in high demand by both students and corporates wishing to upskill their staff. Higher Education and Training (HET) programmes offered by OLG range from NQF Level 2 to NQF Level 7, providing an extensive pipeline of programmes for students committed to bettering themselves and their career opportunities.
OLG and their subsidiary Business School of Excellence (Pty) Ltd also offer Technical Vocational and Educational Training (TVET) courses through learnerships, providing knowledge and skills for employment in a specific sector. These, together with Further Education and Training (FET) short learning certificate programmes, are offered in a blended approach, including distance learning, online learning, and contact sessions.
Lebogang Mosiane, the Chairman of OLG, commented on the transaction, saying, “Kagiso Trust since 1985 has invested in education, primarily being driven by its mission to eradicate poverty. Acquiring Open learning group simply provides a higher education articulation path curated for the needs of those who need the necessary skills to be active in the economy ”, while Jan Kitshoff added: “The acquisition of OLG by Kagiso Capital will provide them with a solid platform to expand their value offering within the broader education landscape.”
Kagiso Capital (Pty) Ltd is an investment holding company wholly owned by Kagiso Trust. The primary purpose of Kagiso Capital is to ensure the longevity of the Kagiso Trust and to diversify the investment asset base of the Trust beyond its current investments in FirstRand Limited, MMH Limited, Discovery Limited and Kagiso Tiso Holdings (Pty) Ltd. Kagiso Capital drives a diversification strategy through meaningful investment in innovative and growing businesses that are committed to economic transformation.
Lebogang Mosiane, speaking on behalf of Kagiso Capital, said, “We would like Open learning group to be the preeminent education platform, where future industries will come recruit talent that will add value to their businesses. We hope this will narrow inequality and transform South African industries to be competitive globally.”
Andre Bresler, representing Benchmark International’s South African office, added, “It was a genuine privilege to be selected to advise the shareholders of Open Learning Holdings (which includes institutional shareholder Old Mutual Life Assurance Company (SA) Ltd) on this transaction, the professionalism and attention to detail was outstanding throughout the process. We are delighted with the outcome for all parties and wish continued success as they embark on this exciting new chapter.”
Africa: Anthony McCardle at +27 21 300 2055 / McCardle@BenchmarkIntl.com
Americas: Sam Smoot at +1 (813) 898 2350 / Smoot@BenchmarkIntl.com
Europe: Michael Lawrie at +44 (0) 161 359 4400 / Lawrie@BenchmarkIntl.com
ABOUT BENCHMARK INTERNATIONAL
Benchmark International’s global offices provide business owners in the middle market and lower middle market with creative, value-maximizing solutions for growing and exiting their businesses. To date, Benchmark International has handled engagements in excess of $7B across various industries worldwide. With decades of global M&A experience, Benchmark International’s deal teams, working from 14 offices across the world, have assisted hundreds of owners with achieving their personal objectives and ensuring the continued growth of their businesses.
A topic common to the mergers and acquisitions market is the measure known as the business valuation multiple. This method determines a company’s value by its potential to earn in the future. It calculates a business’s highest value by assigning a multiplier figure to its current revenue. Multipliers differ based on the industry, economic climate, and other factors. There are a few ways in which multiples can be applied. Common multiple methods include:READ MORE >>
Benchmark International facilitated the Transaction between North Country Family Practice, P.A., located in Southlake, a suburb of the Dallas-Fort Worth, Texas market, and an undisclosed buyer.READ MORE >>
Endevis operates three divisions, including professional contract staffing, direct professional placement, and recruitment process outsourcing across the United States. The leadership team alone now has over 150 years of combined experience in the recruiting business. Endevis’ industry reputation, experienced leadership, and passion for helping clients made them a prime target for acquirers.
Job.com is becoming an industry force in the staffing space. They are reinventing the way employers attract, hire, and retain the right teams. Job.com uses advanced data science to put people back in control of their own success and unifying the staffing supply chain so companies can reduce the time and cost to hire the appropriate candidates and uphold great retain rates. By joining Job.com, endevis will grow rapidly, reaching more clients and candidates and continuing to revolutionize the recruitment industry.
Transaction Director Matthew Kekelis commented regarding the deal completion, “I truly believe that there was no better match for endevis than Job.com. Their professionalism and attention to detail throughout the acquisition process were outstanding. We wish the best for all moving forward in this exciting new chapter.”READ MORE >>
Benchmark International’s client X Caliber Container, LLC, a Texas-based steel shipping and cargo containers provider, has successfully sold to LongWater Opportunities in Dallas, Texas.
X Caliber Container provides steel storage containers for a large and well-diversified customer base on a national scale with various products that overlap into several varied markets within the steel container industry. X Caliber Container then provides custom fabrication at both of its Texas-based facilities, including Firework Stands, Workshops, Mobile Chemical Labs, and Emergency Response units.
X Caliber Container co-owner Brent Isom commented, “I have been extremely pleased with each phase of the process, and the people are what has made it a great experience. The Benchmark [International] Team are at the tip of the top of the best companies that ever existed.”
LongWater Opportunities is an operationally-focused private investment firm headquartered in Dallas, Texas, with an office in Fargo, ND, that targets control buyout equity investments in lower middle market US-based manufacturing and specialty distribution companies. LongWater Opportunities believes in mutually aligned interests and investing patient capital in building successful American manufacturing businesses with long-term, sustainable competitive advantages.
Benchmark International proved value in finding a buyer with experience in the industry through its proprietary multi-medium marketing strategies. The market uncovered several interested buyers, but the ultimate buyer provided the right cultural fit for the sellers.
Transaction Director Amy Alonso commented, “We are thrilled to see that our client’s legacy and vision will remain and grow through this transaction. We understood that our client sought an acquirer who would take the company to the next level while also providing a great work environment for their employees. On behalf of Benchmark International, we wish both companies all the best in the future.”READ MORE >>