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.READ MORE >>
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.
The acquisition process can understandably be a very daunting task for sellers, let alone an uncomfortable experience that pulls back the curtains on their business and its most intimate information. Many sellers realize this is not their area of expertise and will make the informed decision to contract with a sell-side M&A advisory firm before officially entering the marketplace. The M&A advisory represents the seller, but can function as your ally as a buyer if you let them because they have incentive to get a deal done. Although M&A advisors can guide a seller through the sales process and educate them on market norms, they’re not capable of self-fabricating the comfort level between buyer and seller. Over time, a seller’s relationship with a potential buyer will prove to be most advantageous in getting to the finish line of a transaction, as there will be numerous items both sides will have to work through together. Unfortunately, agreements can fall apart due to a lack of mutual comfort between the buyer and seller, and this is typically a result of a combination of multiple factors set in motion long before official due diligence even began. The following are steps you should consider when working side by side with a seller during the transaction life cycle.READ MORE >>
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.READ MORE >>
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.
As a business owner, maybe you haven’t given much thought to selling your company. Or maybe you’ve bounced the idea around but not too seriously. It’s pretty common for business owners to think, “I have years before I plan on selling my business. Why would I worry about that now?” Well, here’s the thing. Life is unpredictable. Just look at how prepared the world was for the COVID-19 pandemic. We think it’s safe to say that no business owner was prepared for that.
But being prepared for the unexpected isn’t the only reason that it is important to have your business in “sale ready” shape at all times, even if you’re not ready to sell. If the company is not in ready condition, it could cost you financially. And it goes beyond that. Always operating your company as if you are ready to sell accomplishes several very beneficial objectives. It ensures that you are operating at peak performance with a focus on profitability at all times, and it helps you avoid being too late to the game to make the necessary changes to be ready to sell. A person’s priorities in life can change quickly or even gradually over a span of years, and you might not have the time to correct any issues that would impact the valuation of your company and, ultimately, its sale price. It’s important to remember that properly preparing a company to go to market can take years. When push comes to shove, if you end up in a situation where you need to sell, not being ready can be a costly mistake.READ MORE >>
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.READ MORE >>
Have you always dreamt of owning your own business? What about having your boss’ job? If you are in management and in a privately owned company, it might be possible for you to be the boss and the owner one day. However, many mid-level managers do not know how to accomplish their dream of owning a company that currently employs them. The good news is that your dream can become a reality.
One of the challenges of transitioning from an employee to a business owner is thinking like a business owner. As an employee, your manager/owner provides guidance, and often you may not question the guidance. As a business owner, you make all the decisions, set goals, and create a plan that will drive the future of the company. Then, you will be the one that has to drive and financially fund the vision. Yes, you will develop mentors around you, but as a business owner, you are the one that benefits and suffers from the positive and negative outcomes of your decisions.
While you may work long hours currently, be prepared for a more immense workload and additional hours. Employees have a work schedule, and business owners that operate the company do not have work schedules. You are on call 24/7, and it is hard to get away from the business as you always carry that burden with you. Vacations are interrupted and weekends are often spent at the business. However, if you are in a place in your life where you can dedicate the required time, mentally and physically, to the business, the long term pay-off, whether it be financial or time freedom, can be significant.
Interview your owner and shadow him/her if possible. Ask the company owner for insight into their day. Understand the stresses that the business owner deals with daily. Some of the stresses will be confidential, such as employee issues or financial issues, so anticipate that your receiving limited insight.
Then commit to making your dream a reality. Ask the business owner their exit strategy. Some owners may be open to a slow exit where you can purchase the company over a few years, or they may want a clean exit where you have the option to purchase the company immediately and the current owner walks away after a short handover period. Having an introductory conversation about your interest in purchasing the company is going to be important. Once you understand the business owner's personal goals regarding their exit, it will allow you to structure a deal to achieve both parties' goals.
It is important to prepare your financing so you know how much you can afford. This knowledge is key to structuring an offer. The business owner will need to share the information around the business' performance for a bank to underwrite an acquisition. The company's current banker might be a good starting point. After your conversation with the business owner, ask if they would be open to making an introduction to the company’s banker. The banker understands the business and risk as they have underwritten the business previously. Their goal would be to underwrite the business to incorporate the new ownership.
Be patient and ask for help when needed. Purchasing any business can be an emotional process. If you have never been through the process previously, you may need to seek help from your advisers or hire an experienced buyer side M&A advisor. There are many resources available to you to help with the purchase.READ MORE >>
Working capital, also referred to as net working capital, is the measure of a company's liquidity, operational efficiency, and short-term financial status. It is the difference between a business’s current assets, its inventory of materials and goods, and its existing liabilities. Net operating working capital is the difference between current assets and non-interest-bearing current liabilities. Typically, they are both calculated similarly, by deducting current liabilities from the current assets. So, essentially, if a business’s current assets total $500,000 and its current liabilities are $100,000, then its working capital is $400,000. But there are a few variations on the calculation formula based on what a financial analyst wants to include or exclude:READ MORE >>
Trufora, brings a new standard to dermatology by providing the market with skincare products that contain ingredients proven to be effective, safe, and non-irritating, and used at levels proven to achieve a visible, clinical benefit. The company provides products that allow every woman to feel confident, inspired, and beautiful in their skin. The products are made to simplify a women’s route and life with fewer steps but more results. Their consumer skincare line is free from more than 1,300 known toxins.
Trufora’s skincare line has been a featured product for HSN, Birchbox, and Ipsy to name a few. The company has also launched a membership model allowing customers to have access to their favorite Trufora products at a discounted price.
A critical element of completing this transaction was identifying and marketing to a variety of potential acquirer classes on behalf of Trufora. We were pleased to see that three very different strategies each produced at least one eager acquirer to submit an LOI to acquire Trufora. One of the buyers had a marketing background heavily tied to Amazon, one of the platforms Trufora utilizes for its products. Another buyer was from China and looking to acquire a US brand to help increase their Asian beauty empire. The third buyer, Genesis Group, was an interesting fit given, its founder, Artem Mariychin’s background in the consumer predictive analytics space. Trufora believed that the partnership with the Genesis Group was the best fit for the future of the company and is positioned to grow the company to the next level. This supports the notion that the obvious buyer or the usual suspects are often not the best prospects.
The Genesis Group was founded by Artem Mariychin with the goal to invest in opportunities that could benefit from his experience. Artem is the co-founder and CEO of Zodiac. Nike acquired Zodiac, a predictive analytics company, in 2018. While CEO of Zodiac, Artem built a company that provided retailers with a tool to predict the long-term value of each customer instantly and accurately, also known as the customer’s zCLV or Zodiac’s Customer Lifetime Value. Marketers use the zCLV to discover who their future highest value customers will be so that they can retain those valuable customers long-terms and acquire similar customers.
Prior to Zodiac, Artem worked at Goldman Sachs, Highbridge Capital, 3G Capital, and Perry Creek Capital.READ MORE >>
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.READ MORE >>
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.
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.READ MORE >>
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.READ MORE >>
Benchmark International is pleased to announce the transaction between OpenSource International LTD, OpenSource Intelligent Solutions (Pty) Ltd (OpenSource) and Workforce Holdings Ltd.
OpenSource is a South African and Mauritius-based business that was established in 1993. The company places skilled SAP resources on both a contract and permanent basis as clients utilize SAP’s Enterprise Resource Planning system. The company also provides SAP training and other services, including SAP site maintenance and payroll outsourcing. OpenSource is an accredited SAP partner and resources consultants across all SAP modules and complementary technologies for companies internationally.
Managing Director Michelle Viret has over 35 years of IT experience and specialises in marketing and sales, focusing on resourcing and training. Delighted with the outcome, she commented on the transaction, saying, “Again, thank you for introducing OpenSource to the right company upfront. You heard our brief, and from the first meeting, the long-term choice we made is right for us. Our business fits hand in glove with the Workforce philosophies, operation, and culture – it is certainly a ‘can do’ attitude, and it is refreshing to have input from leaders that have years of business knowledge and savvy, specifically someone like Mr. Ronny Katz.”
Workforce Holdings and its Group of companies provide employment, training, healthcare, wellness, financial services, and lifestyle benefits to individuals and their employers. Established in 1972, Workforce Holdings is listed on the JSE Altx exchange, employing over 1,340 permanent staff and paying approximately 34,000 assignees.
The Group’s business model reflects its diversification and is structured into five operating segments: staffing and recruitment, training and consulting, employee health management, financial and lifestyle products, and process outsourcing. This structure facilitates integration and diversification of services, including expansion into adjacent services and new markets.
Detailing their motives for the acquisition, Workforce stated that this transaction allowed it to further expand its human capital services offering. “This is consistent with Workforce’s previously stated growth and diversification strategy. The acquisition introduces a profitable and specialised business with a broad footprint and a driven, entrepreneurial management team into the Workforce group,” it said.
Ronny Katz, chief executive officer of Workforce, said, “The OpenSource Group offers services as an accredited SAP partner, allowing Workforce to offer leading solutions in a new and diverse market. Also, this complementary offering provides both Workforce and the OpenSource Group with exciting cross-selling opportunities within their respective customer bases.” He added: “Dealing and engaging with Benchmark was a positive experience. The professionalism and pragmatism of their deal team assisted us as buyers in expediting, and ultimately finalize, the transaction.”
Tiaan Smit, representing Benchmark International’s South African office, added, “For the Benchmark International team, understanding Michelle and the unique strengths of the OpenSource business that she has built up over the last 28 years was key to finding the right acquirer. We believe that Workforce is the perfect match, and by leveraging Workforce’s established backing and support, Michelle’s drive, energy, and strategic foresight will take the businesses to even greater heights. We’ll be following their progress closely and look forward to their mutual success.”READ MORE >>
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.READ MORE >>
Benchmark International is pleased to announce the acquisition of GreenTex Landscaping Inc. by Zodega Landscape Services, LLC.
GreenTex Landscaping Inc. performs landscaping, groundskeeping, edging, trimming, mulch, aeration, and other lawn care services across the North Dallas area, servicing residential and commercial customers. GreenTex has been successfully operating for more than 13 years and has received the Angie’s List Super Service Award for outstanding customer service for six years in a row.
Zodega offers high-quality lawn care and landscaping services to high-end residential and commercial properties across the Houston metropolitan area. In addition to standard landscaping and lawn maintenance, Zodega provides tailored pressure washing and pest control to suit customer needs.
Bill Biancaniello, President of G-Tex, Corp. and former owner of GreenTex Landscaping, commented, “The Benchmark team did a fantastic job of keeping the transaction on track. They were available to provide support throughout the entire transaction process and were particularly supportive in giving the final push which got the transaction over the finish line.”
Regarding the deal completion, Anthony Hernandez, Benchmark International Transaction Director, shared, “the Benchmark team is delighted to announce the successful sale of GreenTex Landscaping to Zodega Landscaping. The team is excited to see Zodega’s successful expansion with the strategic acquisition of GreenTex. It was a particular pleasure for Benchmark International to work with G-Tex and the team wishes each of the parties every success in their future endeavors.”READ MORE >>
Benchmark International is pleased to announce the transaction between Yellow Jersey Logistics (PTY) Ltd and LCS Evolution (Pty) Ltd.
Yellow Jersey Logistics (Pty) Ltd offers niche transport solutions to the clearing and forwarding industry. The company has become entrenched in the industry, forming an integral part of their clients’ service offerings through reliability, speed, and the ability to tailor bespoke solutions. The company’s client base comprises leading freight forwarders and clearing agents, dealing with the import and export of a variety of goods. The company has maintained these relationships through excellent customer service.
The LCS Group (Pty) Ltd is a diversified logistics and end-to-end supply chain solutions business, operating primarily within the bulk mining and materials industry. The Group is driven by an entrepreneurial spirit and a desire for innovation and comprises several companies, including LCS Logistics, LCS Transport Solutions, Bay Shipping, LCS Fuels, LCS Prime Agri, LCS Fleet Support, and LCS Financial Services.
The LCS Group’s Head Office is situated in Heidelberg, Gauteng, with satellite offices/depots in Newcastle, Richards Bay, Durban, Kuruman, Brits, Delmas, Cape Town, Hoopstad & Camperdown.
Reon Britz, the CEO of LCS Group, said: “Yellow Jersey represents a key pillar within LCS’s logistics and supply chain portfolio and will enable the Group to further diversify its offering within the industry as well as positions it strongly for future growth. We would like to thank the Benchmark Intl team and in particular, Johann Haasbroek, for all the assistance in getting this important transaction across the line. We really appreciate all the efforts.”
Commenting on the transaction, Transaction Director Johann Haasbroek with Benchmark International added, “Transactions of this nature are particularly enjoyable when the synergies are self-evident, and the benefit to both entities easily apparent. I am confident that with LCS’s resources brought to bear, an already very successful company will go on to flourish still further in such a group environment.”READ MORE >>
Benchmark International successfully facilitated the transaction between River City Medical Associates (RCMA), a Florida network of medical clinics, and Skylight Health Group, Inc. of Ontario, Canada.
The seller, RCMA, is a multi-location, multi-specialty medical group offering various services, including primary care, urgent care, chiropractic treatment, physical therapy, pain management, neurology, otolaryngology, plastic surgery, and podiatry. The buyer, Skylight Health, is a healthcare and technology company operating in the U.S. market with more than 30 medical clinics across 14 states.
The acquisition of a U.S. healthcare provider by a Canadian healthcare company introduced unique vectors for a successful deal. Regulatory hurdles existed on both sides, adding depth to the deal dynamics.
Skylight Health Co-Founder and CEO Prad Sekar noted of the process, “Benchmark International was able to facilitate a smooth and quick transaction that helped both parties achieve their goals. We highly recommend them to anyone looking to purchase a company.”
Regarding the deal completion, Transaction Director William Sullivan and Benchmark International commented, “Because this process involved the purchase of a private US healthcare provider by a publicly-traded Canadian acquirer, there were a number of regulatory and other issues to navigate. Ultimately, however, we found the right buyer for our fantastic client and were thrilled to manage the complexity necessary to get a great outcome for both parties.”READ MORE >>
In December 2020, U.S. Energy Secretary Dan Brouillette told CNBC's Hadley Gamble that American shale producers should be concerned about their industry's future. Secretary Brouillette stated: “…there are some in Congress who are going to drive a climate policy that's going to be very aggressive. So there may be a concern on the part of those folks, I know the ESG (Environmental, Social, and Corporate Governance) movement is very strong.” Secretary Brouillette also added that, “The investment money may become a bit more difficult to get,” and, “Those are all policies where we’ll have to wait and see what happens with this new Congress.”
While it may be politically convenient for those in a Republican administration to criticize their incoming Democratic successors, oil and gas investors should be hesitant to trust outgoing bureaucrats' economic analyses. Reasons for investor optimism can be found in past administration precedents' realities, current stakeholder adaptions, and the future uphill battle facing any reforms backed by President Joe Biden and his cabinet.
Obama-Biden Administration Precedents
For more than a decade, President Barack Obama’s Democratic party was conveniently used as the boogeyman for Republican politicians’ intent on gaining the favor of oil and gas companies and investors. However, in retrospect, the Obama administration—which included then-Vice President Biden—was a far greater friend to the industry than most pundits speculated. That administration’s treatment of the industry can be a useful precedent for setting appropriate expectations for the Biden administration’s treatment of the industry.
Obama’s tendency to favor working with the energy industry rather than to impede it led to drastic and unexpected results. By the end of his two terms in office, natural gas had realized a massive uptick in both production (a 35% increase) and consumption (a 19% increase). In December 2015, Obama threatened to veto the North American Energy Infrastructure Act, which would have repealed 40-year-old oil export bans. This would ultimately prove to be posturing for political negotiations, as Obama would go on to approve the export of U.S. crude by signing the 2016 omnibus budget just weeks later. The Obama-Biden administration also loosened restrictions on LNG exports. Under their administration, the U.S. Department of Energy approved 24 LNG export licenses and denied none.
This unexpectedly moderate approach by Obama can be accredited to two primary domestic policy issues: national security and climate change. Commentators frequently constrain their negative analyses of oil and gas's future with a reminder that domestic energy independence remains an important consideration in national security. While debate exists on whether American “energy independence” could indeed ever exist given the reality of American import trends, regulations on the industry will continue to be tied to deliberations on the country's reliance on foreign producers.
The second factor in the Obama-Biden administration's relatively moderate industry regulation was, surprisingly, climate change concerns. In particular, Obama's unexpected friendship towards natural gas has been credited to his administration’s belief that natural gas could assist in mitigating climate change. Forbes wrote in 2019 that President Obama, “supported natural gas as an essential strategy to cut greenhouse gas emissions by displacing coal and also backing up intermittent wind and solar power.” His treatment of LNG exports ultimately proved consistent with President Donald Trump's treatment of the natural gas industry. At a press conference in early 2019, Dr. Fatih Birol, the Executive Director of the International Energy Agency, stated that over the past decade, “the emissions reduction in the United States has been the largest in the history of energy.” Standing by his side at this press conference—which essentially credited the energy policy continuity of Obama/Trump with this success—was Trump’s own Secretary of Energy, Rick Perry.
Stakeholder Adaptions in the Face of Progressive Policy Initiatives
Secretary Perry’s comments in that same press conference are indicative of what the private sector has worked to accomplish while operating under burgeoning public pressure to address climate change concerns. He stated that, “without carbon capture, any planned climate target is impossible to meet.” Carbon capture, commonly referred to as carbon capture and storage (CCS), uses technology to capture the release of carbon dioxide during fossil fuel usage. After capturing the gas, operators transport it to an underground storage facility. The method has become an increasingly popular solution amongst producers to manage emissions and mitigate environmental damage.
While elected officials continue to negotiate and posture on broad regulatory changes like the Green New Deal, private sector stakeholders are already acting to appease investors and the general public. While some in the industry may complain of the costs associated with mitigating environmental damage, industry leaders are exploring and embracing new climate-friendly technologies as a necessary pivot to maintain vitality. Dr. Vijay Swarup, Vice President for Research and Development at ExxonMobil, stated, “breakthroughs like the deployment of carbonate fuel cells at power plants are essential for reducing emissions, while at the same time increasing power generation and limiting costs to consumers.” ExxonMobil developed those carbonate fuel cells in partnership with FuelCell Energy, Inc. as a tool for capturing CO2 during the CCS process.
Integrating alternative energy into existing operations has also proved to be a successful survival strategy for oil producers. Chevron announced in July 2020 that it would make a major investment in renewable energy plants to power its oil production facilities in the Permian Basin and abroad. This was by no means the first investment by a major player to test such a production structure. ExxonMobil made a similar investment in 2018, purchasing 500 megawatts of wind and solar power in Texas. And Chevron had already run a pilot program by purchasing a smaller amount of West Texas wind energy to power some of its operations, as well.
At the time of their 2020 purchase, Chevron spokesperson Veronica Flores-Paniagua wrote: "What has changed is the cost of wind and solar power, which is becoming more competitive, and the technology, which has also progressed substantially. This makes opportunities to increase renewable power in support of our operations a feasible option for reliability, scale, and cost-effectiveness."
Ultimately, each producers’ bottom line will determine whether such ventures into renewables are sustainable. But while producers find creative ways to appease shareholders and adapt, any future inhibiting regulatory actions still face significant challenges to be enacted.
Political & Legal Hurdles for Biden Energy Regulations
On January 20, 2021, former Vice President Joe Biden was sworn in as the 46th President of the United States. Some experts predict his administration will bring major regulatory changes for the oil and gas industry to appease his own Democratic party's growing progressive subsection. Others are more hesitant, noting the relatively moderate nature of his cabinet selections and campaign pledges to refrain from banning fracking.
Most onlookers, experts or not, expect some energy-related regulatory changes. Among the most common expected policy shifts is a ban on new fracking on federal lands. This led to a mass fire sale by former President Trump’s Bureau of Land Management, auctioning off parcels of land in various parts of the United States to accelerate drilling before the change in administrations. Producers are gearing up for a fight, both in the courtroom and in the eyes of the public. Mike Sommers, Chief Executive of the American Petroleum Institute (API), told Reuters in November 2020 that API would “use ‘every tool at its disposal’ including legal action” to prevent restrictions by the Biden administration.
Potential regulations and green initiatives could go either way in reaching Biden's desk for a signature. Republicans, who are historically more friendly to the oil and gas industry, hold 50 Senate seats, but with Vice President Kamala Harris casting the tie-breaking vote, they are formally the minority party. President Biden has already signed an executive order revoking the permit for the Keystone XL Pipeline, a move which many experts in the U.S.’ Permian Basin are optimistic about for those in West Texas as it reduces direct competition to those producers.
While fears on the future of oil and gas have merit and can be validated by recent trends, production will not cease for the foreseeable future. If Biden's administration reflects the values of the Obama administration, things may not be as negative as has been suggested. Within the oil and gas industry, private stakeholders have already spent the better part of a decade learning to adapt and continue production through carbon capture and storage methods. And any future regulations will face difficulties every step of the way, with major players vowing to fight tooth and nail to defend the industry. Investors should proceed with caution, but there is still room for optimism and opportunities for growth and success into the near future.
Sources:READ MORE >>
Benchmark International facilitated the transaction between Delta Outsource Group, Inc and Australian-based InDebted enabling their access into the American market.
The seller, Delta Outsource Group, Inc, has been providing professional and compliant receivables solutions in the U.S. since 2009. The owners of Delta set out to create a collections agency where performance, respect, and communication would put them ahead of the industry’s curve. After accomplishing this, Delta became a viable target.
“While the process was longer than we thought, Benchmark did a good job of advising us of our options and guiding us through the sale process,” said Michael Lages, President & CFO.
The buyer, InDebted, is an Australian-based digital, data-driven collection agency. They have built a collections platform that seeks to empower the financial fitness of their customers.
John Watson, incoming CEO of Delta commented regarding the deal, “After facilitating the introduction of Delta and InDebted and outlining the desired transaction structure, Benchmark did a good job of allowing the principles to work directly with each other to maximize the efficiency of the process.”
Regarding the deal completion, Transaction Director Matthew Kekelis at Benchmark International commented, “The Delta team stuck through a multiple offer situation with many ups and downs along the way. Ultimately, it was a terrific result with both buyer and seller very pleased with the outcome.”READ MORE >>
Benchmark International successfully facilitated the transaction between Solution Matrix, Inc. of Rocky Mount, VA and EXI Investment Partners, Broadview Group Holdings, LLC, management and other co-investors. The seller, Solution Matrix, Inc., is an orthopedic manufacturing business that provides high-quality cold-therapy gel packs and compression bandage wraps to over 340 hospitals nationwide. The company manufactures all its products in-house.
Keith Marshall, co-owner of Solution Matrix with his wife, Linda, mentioned regarding the transaction, “We are so excited to entrust the future of Solution Matrix to its next partner. With their leadership, there is no upward limit to where they can take the business. The spirit of partnership abounded during the transaction process and they will be an ideal caretaker of the Solution Matrix brand and legacy.”
Marshall went on to say, “I’d like to thank Benchmark International for their absolute professionalism throughout the entire process. I thought it would be challenging to sell a business with a special designation like mine, a veteran-owned business. I had the impression the pool of available and interested buyers would be small but Benchmark’s resources proved me wrong in that regard. I could not recommend their services more.”
Regarding the deal completion, Managing Partner Dara Shareef at Benchmark International commented, “Having the opportunity to work with a veteran-owned business is always particularly meaningful. Keith and Linda have built Solution Matrix around a mission to provide truly unique products that address critical healthcare needs. Their sense of service to team, partners, and customers comes naturally from a background of service to country and has been a difference-maker in building a great company and an unequalled suite of medical devices. Benchmark International is proud to be a key part of finding Solution Matrix a great partner for their next phase of growth.”READ MORE >>
Benchmark International is pleased to announce the transaction between Carolina Marine Structures, Inc. (“CMS”) and United Infrastructure Holdings, Inc. (UIH).
CMS is a leading provider of commercial waterfront construction services. The company specializes in construction related to boat ramps, bridges, dredging, shoreline restoration, and wetland creation. CMS resides in Powells Point, North Carolina and is centrally located for its preferred service areas of coastal North Carolina and Virginia.
UIH focuses on providing a wide array of infrastructure services across the United States, from marine construction to engineering services. With this transaction, they are positioned for continued expansion nationwide.
Senior Deal Associate Nick Woodyard at Benchmark International commented, “The entire team here is glad to have facilitated the successful transaction between Carolina Marine Structures and United Infrastructure Holdings. It was great getting to a conclusion where both parties were excited to begin the next phase of their new adventure. This deal represents a platform opportunity for UIH to build an enterprise of future growth in the industry. We wish the teams continued success.”READ MORE >>
When a company is sold, it can have major effects on employees, customers, clients, and suppliers. Uncertainty stokes fear in most people, as they wonder about their security and their futures. Even top management can feel as though they failed at their jobs when the company is being bought out. For these reasons, it is important that the messaging and transition planning is handled very carefully and thoughtfully leading up to an acquisition—especially considering that the majority of acquisitions fall through. Announcing the news too early can cause widespread unrest over a deal that never happens
Communication is everything in this situation, but it needs to be planned. Before announcing a single word about the sale of the company, you should have a solid plan in place. A consistent message is critical and the distribution of the information should be carefully coordinated both internally and externally to avoid misinformation and confusion. Your plan should clearly outline intentions, steps, timelines and how the process will affect all parties. Predetermine what will be conveyed by whom and when. Figure out how to address questions that you are unable to answer and consider all potential scenarios for all parties involved. And always remember how critical confidentiality is during this time. You do not want details leaking to the press before you are ready to go public.READ MORE >>
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 ValueREAD MORE >>
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.READ MORE >>
IntraCoastal Environmental (ICE) is a leading provider of environmental, industrial, and emergency response services in the Southeastern United States. ICE has two offices in Jacksonville, FL, and Savanah, GA. The principals of ICE attribute their success to a solid framework of proven policies developed over the years and exceptional customer service. “The industry is wrought with operators that will drop everything they are doing on one job for higher margins on another. ICE is safe, provides quality workmanship, and is, most importantly, dependable. When we start a job, we will finish it, and that’s what keeps our customers coming back.”
The Ambipar Group is a publicly-traded multinational entity based in Sao Paulo, Brazil, formed by two companies: Environment and Response. With focus and agility, these two segments offer a vertically integrated structure that provides a wide range of services to fifteen different countries across six continents. Lead by Pulsar, a Brazilian Investment Bank, Ambipar executed its first transaction in the USA in 2019. ICE served as the first of many bolt-on acquisitions in an aggressive strategy to consolidate the market recreate their superior business model in the United States.
US travel bans due to COVID-19 caused both sides of the transaction to build trust in innovative ways to keep the momentum going. The alignment between the acquisition and growth strategy of Ambipar and ICE’s operations is what motivated both buyer and seller to push through the difficulties in today’s
Regarding the deal completion, Senior Associate Sean Fechtmann at Benchmark International commented, “IntraCoastal was by far one of the most exceptional clients we have had the pleasure of representing. From day one, it was clear the management team and financial systems would make this process successful. The principals of ICE were diligent in our shared efforts to pursue a sale while simultaneously driving meaningful growth in their company along the way.”
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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.READ MORE >>
Benchmark International has successfully facilitated the transaction between Scott, Singleton, Fincher & Company and Park Associates, PLLC.
Scott, Singleton, Fincher & Company, PC is a public accounting firm that provides audit, review, taxation, and compilation services. It serves a variety of clients, including businesses and individuals but specializes in providing auditing services for nonprofit and governmental entities. Whether a company needs tax preparation help or regular accounting services, their team can tame clients’ unwieldy finances.
Company owner, Tommy Nelson of Scott, Singleton, Fincher & Company, PC commented regarding the transaction, “My experience with Benchmark International was excellent. They did a wonderful job in preparing the marketing material. Many prospects commented on the professional presentation of the information. The marketing team provided us with several prospects, which culminated in a successful transaction. I would highly recommend the use of Benchmark’s services.”
Park & Associates, PLLC is a full-service Tax, Accounting, and Business Management firm based in Houston, Los Angeles, and Richmond. Established in 2000, their seasoned professionals have provided quality, personalized financial guidance to individuals and businesses. Some of their services include, financial and retirement planning, audit services, business setup and restructuring, and estate and trust planning.
Regarding the deal, Transaction Director Peter Kim at Benchmark International commented, “Our engagement with Scott, Singleton, Fincher & Company, PC was about building a confident future for our client, Tommy Nelson. Our talented deal team sought out a buyer motivated by the client’s footprint in the DFW metro area, reputation in the profession and quality of accounts. We serviced the entire deal from beginning to end with the ideas of max value as well as the client’s motivation of family in mind. Our achievement in both objectives are the culmination of tireless teamwork and relentless pursuit of preeminence in the marketplace.READ MORE >>
Benchmark International facilitated the transaction between StatKing Consulting, Inc and Genesis Biotechnology Group.
The seller, StatKing Consulting, has been providing data related clinical services to the pharmaceutical and medical device industries for over 30 years. StatKing has evolved to become an industry-respected, full-service Contract Research Organization led by two distinguished individuals, Dennis King and Rod Lashley. Both Dennis and Rod have assembled a world-class team of experts to navigate regulatory approval studies.
“Finding the right buyer for the business we had built over the last 30+ years was very important to us. Besides having the expertise to guide us through the steps in selling our business, Benchmark had the resources to connect us with several companies that fit our requirements. Benchmark also provided invaluable guidance as we successfully negotiated a particularly difficult situation enabling us to complete our sale.” – Rod Lashley, EVP StatKing Consulting, Inc.
The buyer, Genesis Biotechnology Group, is a New Jersey based healthcare company providing clinical diagnostics, drug discovery solutions, and manufacturing/distribution of essential laboratory products.
"The way pharma companies work with CROs is changing. CROs are taking more of a strategic planning role and execution in the drug discovery and development process. This engagement model results in sponsors and CROs becoming end-to-end partners, and M&A is helping CRO's extend their service portfolio to partner with their customers in providing greater efficiency in service and delivery across the R&D continuum. The acquisition of STATKING would bring GD3 one more step closer to becoming a full-service CRO," said Ben Bandaru, Ph.D., Director of Corporate Development for GBG.
Regarding the deal completion, Transaction Director Matthew Kekelis at Benchmark International commented, “Benchmark was thrilled to bring StatKing on board as a client. We enjoy working in all industries, but it’s always special working with healthcare companies given our office location in the heart of Nashville’s healthcare hub. Dennis and Rod have built a great company, and I know Genesis will carry on their legacy.”READ MORE >>
CCAC is a Texas-based full-service heating, ventilation, and air conditioning (HVAC) company. They focus on servicing and installing residential and light commercial markets: the company services Corpus Christi and the surrounding areas.
Founded in 1994, Southern Air Heating & Cooling is a BBB Accredited and NATE Certified HVAC and plumbing services business serving residents across Louisiana and Mississippi. It proudly employs technicians who have met the highest standards of training in the industry and backs its work with a 100% satisfaction guarantee.
President David Mathews of CCAC, Inc commented regarding the deal, “I have enjoyed working with Benchmark for the sale of our business. They were professional and brought us several potential buyers to choose from. We had several offers and chose the buyers that we thought would be the best to take care of our employees and the business going forward. Thank you.”
Benchmark International proved value in finding a buyer with experience in the industry through its proprietary multi-medium marketing strategies. Also, Benchmark International incorporated several campaigns with local, regional, and national associations. As a result, Benchmark International presented the client with multiple buyers and offers for the client to have the most vital options and make the best decision for themselves, their business, and their employees.
Deal Associate Amy Alonso commented, “We are excited to see that our client’s legacy will remain and prosper through this transaction. We understood that our client was seeking a company that would provide a succession plan for the future of the company while also providing a great work environment for their employees. On behalf of Benchmark International, we wish both companies continued success in the future.”
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Though every business will go through changes as it evolves, being acquired by a business is perhaps the one that can be the most stressful for its employees. There can be much uncertainty for a company that is acquired. If not handled properly, the buyer can lose some of their people (along with their customer relationships, institutional knowledge, etc.) that made the company successful. Managing the change positively during this tumultuous time can reduce a mass exodus after a sale is completed.
Key employees may be worried about whether their jobs will be intact after an acquisition. Perhaps they feel their role won't be needed, or the buyer will want to use their people to perform their functions. At the same time, the buyer may be worried that these key employees will leave. Leaders and other influencers within organizations set the tone for a company's culture, innovation, and strategic initiatives. Losing them reduces the value of the company they are acquiring.
One key to reducing uncertainty for the acquired company’s employees is first to create readiness for change. People will resist change unless they are ready for it. On the other hand, when they are open to change, employees are more likely to accept everything that comes with it. These employees will be an essential part of the transitional period after the acquisition. Getting their buy-in will pave the way for creating a stronger company in the future.
In their book Developing Management Skills, Whetten and Cameron suggest four ways to create readiness when leading positive change:
Benchmark best practice and compare current performance to the highest performance
Within the context of an acquisition, it's possible (likely even) that each of the involved organizations can perform certain functions better than the other. This may be one of the catalysts behind the acquisition. In that respect, synergies can be experienced when buyers and sellers learn each other’s best practices and implement improvements. Improvements can mean doing things better, faster and/or cheaper.
Institute symbolic events to signal the positive change
Symbolism can have a significant impact. The authors indicate that to be "successful in leading positive change, you must signal the end of the old way of doing things and the beginning of a new way of doing things." This can be accomplished in a variety of ways and can be elaborate or more reserved.
Create a new language that illustrates the positive change
Changing the way people talk about the change that is occurring is vital. If negativity abounds, positivity must replace that language. Taking the time to reframe things with a positive outlook can impact how employees view change.
People are typically against change because of the unknown. Finding common ground and having people participate in the change helps. Converting resistors is especially important because they have a way of influencing the rest of the team. Proactively identify the employees most likely to undermine the change and help them get on board first. They will, in turn, help persuade other employees.
Helping people understand the importance/urgency of the change that is happening through the acquisition will increase the likelihood they will stay and help ensure a smoother transition of ownership. The key is conveying that the company's employees are an essential part of the company's success going forward and preparing them for the change they will experience.
Benchmark International Buyer Profiles
Want to be the first to know when new opportunities come to market that fit your acquisition criteria? Create a buyer profile today. While you're there, be sure to check out all the resources we've created specifically for buyers, including opportunities, on-demand webinars, buyer events, and our latest edition of The Mark magazine.READ MORE >>
Benchmark International is pleased to announce the acquisition between Alliance Dx LLC and Tesis Laboratory, doing business as Claro labs.
Alliance Dx is a clinical pathology laboratory that provides diagnostic testing services for physician-referred patients in the healthcare sector. The company examines and analyzes DNA, body tissue, and other bodily samples for testing specific to cancer diagnostics. The company provides laboratory testing services for end-user patient clients who have been referred by physician clients in hematology and oncology for the Greater Houston, Texas area.
Claro Labs provides physicians, physician groups, and hospitals with full-service complex clinical diagnostic testing in an accurate and timely manner. Claro Labs prides itself on maintaining state-of-the-art technologies and equipment, meeting the highest industry standards.
Sam Ruta, former owner and CEO of Alliance Dx, commented, “The Benchmark Team did an excellent job of facilitating a transaction quickly and went above and beyond to keep all parties on track and on schedule until the very end.”
Anthony Hernandez, Benchmark International Transaction Director, shared, “the Benchmark Team is delighted to announce the successful sale of Alliance Dx to Tesis Laboratory, resulting in a swift exit for the seller despite the negative macroeconomic headwinds resulting from the current pandemic. The team at Benchmark International is excited about the future of Alliance Dx under the strategic ownership of the Tesis Laboratory group and wish each of the parties every success in their future endeavors.”READ MORE >>
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.READ MORE >>
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.READ MORE >>
Benchmark International is pleased to announce the transaction between Marley Drug, Inc. (“Marley Drug”) and Medicure Pharma Inc., the US subsidiary of Medicure Inc. (“Medicure”).
Marley Drug is a North Carolina corporation owned by Dr. David Marley and his wife, Elizabeth Marley. The company operates as a hybrid walk-in local pharmacy and a nationwide mail-order pharmacy focused on providing affordable prescription drugs. Established in 2002, the company is licensed throughout the United States, including Washington D.C., and in Puerto Rico.
Medicure is a pharmaceutical company focused on the development and commercialization of cardiovascular therapeutics for the U.S. market. Medicure Inc. is based in Winnipeg, Canada, and trades under the symbol MPH on the TSX Venture Exchange. Its subsidiaries include Medicure International, Inc. (Barbados), which owns the U.S. rights to AGGRASTAT and two U.S. corporations, Medicure USA, Inc. and Medicure Pharma, Inc., which distributes the company’s products in the United States.
Albert D. Friesen, PhD, CEO of Medicure Inc. commented regarding the deal, “The team at Benchmark International was very helpful in facilitating the Medicure Inc. acquisition of Marley Drug, Inc. Benchmark was well organized and kept the discussion and deal making on schedule for a timely closing to the original target date, for which I thank the entire Benchmark International team.”
The acquisition enables Medicure further to expand the distribution of its products within the United States. As a manufacturer, Medicure intends to provide branded medications, as well as extremely low-cost generic medications.
Dr. Marley commented, “It’s a perfect and responsible transition for Marley Drug.” Regarding Benchmark International, Dr. Marley added, “I can’t begin to express my gratitude to Benchmark International for their role in facilitating the sale of Marley Drug. As someone with zero experience in the M&A world, they were patient with me, as well as educational and efficient. It goes without saying I simply could not have asked for a smoother transaction. In fact, I doubt I could have had a successful transaction without the Benchmark International team.”
Senior Transaction Associate Sunny Yang Garten at Benchmark International commented, “It was a pleasure to support Marley Drug in this transaction. Dr. Marley and his team were wonderful to work with. They were engaging and always responsive to diligence requests. This acquisition represents a tremendous opportunity for both businesses and their teams. On behalf of Benchmark International, we wish both companies continued success.”READ MORE >>
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.
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.READ MORE >>
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.
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Benchmark International is pleased to announce our attendance at the ACG New York Annual Technology M&A Conference on December 16, 2020.
The conference is devoted to deal making in the middle-market technology sector.
Key elements include:
- Multi billions in dry powder represented
- Attendees include premier technology investors and intermediaries
- 100+ senior capital providers and technology sector insiders
- Private one-on-one meetings scheduled with top decision makers
- Speakers include high profile founders that have sold to Facebook, Amazon, Apple, Netflix and Google
Link to Conference Registration: https://www.acg.org/nyc/events/acg-ny-annual-technology-ma-conference
ACG New York Annual Technology M&A Conference
Key topics include the latest trends and investment opportunities:
- Identifying how Private Equity using technology for competitive advantage and to enhance portfolio company value
- Finding tech innovations and ideas that will boom beyond CV-19
- Naming where are Capital Providers are placing their technology sub sector bet
READ MORE >>
- 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.