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One Certainty about this Virus – Your Taxes Will Go Up

There remain innumerable uncertainties about the spreading pandemic. However, one thing became clear over the last five days – governments are opening their coffers to stem the economic dislocations caused by the many forms of “social distancing.” With air travel curtailed, stores closing, and events cancelled, central banks and executive branches are swinging into action by lowering interest rates, creating tax moratoriums, and spending whatever it takes. When we come out on the other side of this, whether that be in several weeks or months, government coffers will be empty and longer-term healing governments will feel obliged to fund and that will continue to stress public budgets.

The only answer to that stress will be higher taxes. Fortunately, unlike the measures we are seeing now, tax increases will require legislative action and legislatures don’t move all that fast. As a result, there will be a window when business is back to normal and taxes will remain at their current historically low levels around the globe. Will this be for weeks? Months? Certainly less than a year.

So for business owners looking to sell, there may very well be a slight window of opportunity. If things deteriorate further in the near term, buyers will begin shutting down their processes and will be sitting on idle cash when we emerge. They may well be nicely poised to run through a record number of deals between the medical recovery and the tax hikes.

 

Ready to explore your exit and growth options?

There are pieces of the company sale process that are best handled with some air travel and face-to-face meetings, but the initial stages are not those. If you were already thinking about starting the process before this all began, you may want to consider starting now and being ready for this window of opportunity. It often takes a year to sell a business, and the first three to six months of that process can easily be performed remotely.

In fact, at Benchmark International, we’ve been handling the “deal preparation” phase of or engaged remotely for years. Between online data rooms, email, video conferencing, and other collaborative tools including Benchmark International’s newly-launched SISU deal suite software, we have been and remain ready to take our sell-side clients from engagement to signing letters of intent without any need for clients, buyers, or our employees to meet face-to-face.

 

Author
Clinton Johnston
Managing Partner
Benchmark International

T: +1 813 898 2350
E: Johnston@benchmarkintl.com

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How Long Should The Seller Stay On After The Sale

When an individual buys a business, it may be assumed that the buyer will be taking over the leadership of that company. In these cases, we most often see the seller stay on for no more than six months, and also in a part-time capacity. In the less common situation, in which the individual buyer is not coming in to run the business, we see sellers staying on for two to three years.

These time periods can involve full-time or part-time commitments. Also, they are typically graduated with the timing commitment. Most often, shifting from employment to consulting after a third or half of the total time commitment, whether that be six months or three years.

The seller should have created some expectations for the buyer at some point in the process, typically as early as when the seller provides the initial teaser to the buyer.  However, we often see our clients change their views on this matter as their going-to-market process unfolds, and we see their views shift based on the comfort level they see with a potential buyer. Therefore, any written guidance should be confirmed in discussions before preparing an offer.

The more cooperation you are expecting to receive for the seller, the more capital you should be prepared to commit in exchange for that support.  Sellers will not agree to provide employment or consulting services post-closing without compensation. In reality, for the buyer, this salary or consulting fee is actually just another deal cost. The necessary amount of money can be set aside from your pool of funds, set aside from transaction costs, or viewed as an additional portion of your purchase price (though it may not be best to characterize it as such to them since sellers may not see it that way). Remember that everyone values their time and wants to be compensated for it.

Some key factors to think about when coming up with your request/plans in this regard include:

  • What key relationships will need to be turned over from the seller to you?
  • How involved is the seller in the day-to-day operations, based on what you've seen working up to the offer, versus what you've been told?
  • What experience do you have with running a business?
  • How much experience do you have with this industry?
  • How much assistance will the second tier of management be in those early days after the closing?
  • What kind of relationships have you been able to build with the management team leading up to the offer?(Often, the answer is: none.)
  • Is the business at a crucial junction in its growth, recovery, business cycle, or financial year?
  • When the seller is not available, who will you turn to for assistance, and how will you solve the really difficult issues that may arise?

It never hurts to have this discussion with the seller prior to preparing an offer. It is a point that the seller will have a keen interest in, and coming to the correct result will be a key factor in the success of your new business.

Author
Clinton Johnston
Managing Partner
Benchmark International

T: +1 813 898 2350
E: Johnston@benchmarkintl.com

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7 Quick Tips About Growing Your Business

1. Build the Right Team
Creating growth for your company is achieved by having certain goals, and meeting those goals starts with having the right team in place to get it done. Seek out self-starters and highly motivated people who are not afraid to pitch unique ideas or put in extra effort to make things happen. Positive attitudes are important—and contagious. When both your leadership and your staff share your goals and passion for the business, it increases your chances for growth.

2. Be Agile
You want your company to be able to adapt and change course quickly based on changes to the market. If you can extend your business model to meet current trends, you will find more opportunities for growth. The more flexible your business is, the faster you can test different approaches and ideas. Plus, you will be able to move on more quickly if something is not working.

3. Know the Data
The idea of analyzing data may sound boring, but data is knowledge and knowledge is power. Use a customer management system. Take a close look at both existing and potential customers to understand their behavior. How long does it take to convert customers? What causes them to leave? What do they love about you? What is getting their attention? What is your competition doing? The premise is quite simple: when you know what is working, you can do more of it. And you can stop wasting time and resources on what isn’t working.

4. Keep It Simple
It is proven that complexity hinders growth and performance in a business. Stay focused on what you do best and keep those processes streamlined for efficiency. If you are trying to do to many things, it makes it hard to be really good at any one thing. Coming up with ideas outside your area of expertise just to make a few extra bucks is more likely to cost you in the long run.

 

Ready to explore your exit and growth options?

 


5. Don’t Underestimate the Power of Marketing
You may have the most incredible product or service, but it doesn’t matter how great it is if people do not know about it. There are many great ideas out there that fail because of a lack of proper marketing support. And some ideas are mediocre but succeed thanks to effective marketing. Many make the mistake of viewing marketing as a nonessential expense. It is worth it to enlist the help of professionals, even if only on a small scale.

6. Continue to Improve
In an ever-changing world, you have to keep up with innovation to remain relevant. Challenge yourself and your team to constantly find ways to get better at every aspect of your business. Think about how you can improve customer relationships. Consider updating technologies to be more efficient. Look at processes to see how they can be done better. It doesn’t matter what it is…if you can do it better, then do it.

7. Form a Strategic Partnership
The right strategic partnership or merger can be a major game changer for the growth of your business because it can help you reach more customers quickly. It can also help to balance weaknesses and strengths. You should look for companies that are similar to your own, but can provide you with beneficial aspects that you may be lacking. Consulting an experienced mergers and acquisitions advisory firm can help you find the right businesses for you to consider.

Let’s Talk
At Benchmark International, our experienced team of analysts is ready to help you with effective strategies to grow your business or sell it for the highest value. Even if you’re not sure about selling at this time, starting the conversation can be beneficial to you in the long run.

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Why You Should Consider Buying A Business After Retirement

I had the opportunity to meet Linda and Frank this week at a networking event. What I heard from Linda was a reoccurring theme, “Frank has been driving me crazy since he retired in October. He needs to find a job.”

As M&A professionals, we often see people who retire from a career and decide that they can only play so much golf and need something to occupy their time. Buying an existing business is often a good solution because you can control the size of the company and have a flexible schedule to still enjoy traveling, golfing, and fishing.

Many businesses start from a passion that allows the owner to monetize one of their loves. For example, a restaurant is often founded by a person that’s passionate about cooking. Given the age of retirees, it’s often hard to start a business from scratch due to the limitation of our great resource, time. However, being able to purchase an existing business will provide the retiree with a continuous income and often allows the retiree to recoup their investment somewhat quicker than a startup.

Often, people fall into their career and then babies come so people stay in a stable career that provides for their family and family’s future. Once couples are empty nesters and have saved a nest egg for retirement, they can leave their stable career and chase their passion. We see retirees purchasing companies that they have an interest in learning but never had the opportunity to explore or know-how to get started. When an established business is purchased, the seller is available to be retained for a training period or as a consultant to help the purchaser learn the ins and outs of the business, beyond the due diligence period.

We often hear ‘use it or lose it.’ Many people are concerned that if they do not use their brain during retirement that they will become less sharp then they were during their prime career days. Retirees are seeking to buy businesses to keep various skills sharp. Whether that’s business, interpersonal, or specialized skills, owning a business will allow you to continue to challenge your mind.

A business is also an investment that can provide a good return depending on your goals. Many people prefer to bet on themselves instead of the stock market. Purchasing a business during retirement might cause a retiree to receive a return on their investment and cash flow for day-to-day needs.

Owning a business in retirement often helps with legacy planning. Many times, the business is a family business and there is a plan to pass the ownership on to the next generation. If this is one of your goals, purchasing a business in retirement might be a great option.

 

Author
Kendall Stafford
Managing Partner
Benchmark International

T: +1 512 347 2000
E: Stafford@BenchmarkIntl.com

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The Anatomy Of A Letter Of Intent

In the exciting and jargon filled word of mergers and acquisitions, you may often find reference being made to a letter of intent. But what exactly is a letter of intent (LOI)? Given the importance of an LOI it is crucial to answering this question, as well as other common questions we come across when dealing with LOIs.

What is an LOI?
The best way to describe an LOI is to think of it as a roadmap to a transaction. An LOI typically outlines the terms and conditions of an offer from a buyer to a seller. Expressed otherwise, an LOI is a written expression of a buyer’s intention to purchase the business of a seller and together with its terms to the seller indicates the buyer’s intention for the transaction.

What is the difference between a binding and non-binding LOI?
Unlike most contracts, the terms of an LOI are typically non-binding unless the parties agree that the whole or certain parts of an LOI are binding.

It is therefore important for sellers to remember that the terms contained in the LOI may not always be the terms that the buyer and the seller settle on (assuming, of course, the parties agree that the terms are not wholly or partially binding).

What are the common terms of an LOI?
While each LOI will be different, certain recurring themes appear. The most common ones are:

1. The parties
Although this seems obvious, it is critical that the correct parties are cited. Large corporations tend to have various subsidiaries and affiliated companies, and it is important for both parties to understand who exactly they are dealing with.

2. Structure of the transaction
This part of an LOI will describe how the transaction will be concluded. Is the transaction a purchase of the shares, a sale of assets, or a combination of both? Depending on the jurisdiction in which the transaction takes place, the structure will have to be carefully considered to ensure that parties are aware of how exactly ownership will change.

3. Consideration
The consideration is the payment that the seller will receive from the buyer. There are various ways in which to structure consideration. For example, the buyer can agree to pay a portion upfront with the remaining portion being paid subject to certain conditions being met once ownership changes.

4. Purchase price adjustments
Purchase price adjustments are used to adjust the purchase price for movements in working capital accounts (such as accounts receivable, inventory, and accounts payable) between the execution of the LOI and the transaction being finalised.

5. Conditions to closing
This part of the LOI will include the expectations and obligations of the buyer and seller, which are specific to them. For example, a buyer may need to get approval from regulatory bodies prior to concluding a transaction.

6. Confidentiality and non-disclosure clauses
Following the signature of an LOI, a buyer will typically receive sensitive information from a seller regarding its business. In addition, a seller may receive sensitive information from a buyer. It is crucial to agree on what information may be disclosed, to whom the information may be disclosed (such as accountants and legal counsels) and for what period the information needs to remain confidential.

7. Exclusivity
LOI’s typically include an exclusivity provision in terms of which the buyer asks the seller not to negotiate with other prospects for a pre-determined time period. As a seller, it is within your best interests to ensure that the exclusivity period is as short as necessary and that the terms are well defined.

What are the benefits of an LOI?
A properly drafted LOI will address key terms, remove ambiguity and thereby benefit both the buyer and the seller as it often reduces the amount of time and costs spent on revisiting negotiating.

Many business owners will only sell a business once in their lifetime. When dealing with such a monumental event, a little more preparation today is certainly worth added value tomorrow. Advice from seasoned professionals can provide you with savings in costs and time in helping you sell your business. At Benchmark International, we are proud to provide world-class mergers and acquisitions services.


Author

John Lousber
Transaction Associate
Benchmark International

T: +27 (0) 21 300 2055
E: loubser@benchmarkintl.com

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Effects Of Coronavirus On Business Owners And The Economy

As the coronavirus known as COVID-19 spreads to more regions around the world, it is making a major impact on world and local economies. The virus, which originated in Wuhan, China, has already disrupted global travel and supply chains and affected businesses of all sizes in both China and abroad.

The true impacts of the virus for companies will depend upon how far and wide the outbreak spreads and its duration. If the spread is limited and relatively short-lived, the damage to many businesses could be somewhat minor and recoverable. The types of businesses that analysts warn will feel the worst impacts are hospitality chains, airlines, transportation groups, retailers and makers of luxury goods, as people postpone travel plans and avoid shopping centers. Hospitality businesses such as restaurants and hotels will also face the largest challenge at making up losses later in the year.

Supply Chain Impacts
How long factories in China remain closed is also another important aspect of the situation because of how it is affecting global supply chains, as a great deal of the world’s products are made in Chinese factories. Some industries could begin to run out of parts and miss their revenue targets, such as auto manufacturers and smartphone makers. Smaller businesses that import products from China, such as Amazon third-party sellers, could also face a shortage if factories do not begin to reopen.

Business owners should be proactively assessing their supply chains and mapping out strategies to maintain resources and address vulnerabilities. Do you have a backup plan? Is it possible to source materials locally? Getting ahead of the problem can be worthwhile if it is feasible. Once the virus is no longer an issue, factories are expected to recover and offset lost production. What that ultimately means for business owners depends on their type of business and how much of their inventory has been impacted. Companies that plan for strategic, operational and financial agility in response to future global risks will be more likely to react and recover.

On a somewhat positive note, the number of new cases of COVID-19 in China now appears to be declining, signaling hope that circumstances may be able to improve. Chinese scientists believe that the outbreak will be under control by the end of April.

 

Ready to explore your exit and growth options?

In the United States
The virus has stoked fears on Wall Street has caused markets to fall at near-record levels. Outlooks for revenue growth in 2020 are down. According to a survey by the American Chamber of Commerce in the country of China, nearly half of U.S. businesses based there are expected to lose revenues if the effects of the coronavirus outbreak persist after April 30th. The U.S. House and Senate are working on funding to respond to the virus. Part of this funding may include interest-free loans to small businesses hurt by an outbreak.

There is no expert consensus as to whether COVID-19 could cause the U.S. economy to fall into a recession. Any optimism is partially due to the strength of the economy, the role of the Federal Reserve Board to provide support, and the ability to contain the virus. Meanwhile, the virus’s trajectory remains unpredictable. The Centers for Disease Control issued containment guidance to businesses. And the major stock market indexes continue to react and enter correction territory as investors try to sort out what it could all mean for business owners in the long run.

Around the World
As for the rest of the world, the impacts remain contingent upon how much the virus spreads and how effectively it can be contained. It has reached more than 40 nations so far. Currently in Europe and Asia, many companies are asking employees to work from home or take leave and are assessing their emergency plans to prevent or limit an outbreak. Hospitality companies face the biggest obstacle in this sense because the vast majority of their employees cannot do their jobs from home. In Italy, entire towns are on lockdown and tens of thousands of people are quarantined. In Japan, all schools nationwide are being asked to close for one month to help contain the spread of the virus. In South Korea, confirmed cases are rising. In Iran, cases have also risen and many schools, public offices and businesses have closed. And Saudi Arabia is closing holy Islamic sites to foreigners.

M&A Deals
The impacts on M&A activity remain unclear. If the virus causes a decline in profits for businesses, it could affect M&A. Buyers may lower offers in reaction to market changes, while sellers are likely to expect their original prices. This disparity could reduce transaction volume. For now, it remains a matter of wait and see.

Contact Us
If you are ready to make a move with your company, please reach out to our M&A experts at Benchmark International to discuss how we can help you achieve your goals.

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Key Steps For Successful Post-Merger Reorganization

Reorganization is an important part of a merger or acquisition integration process and should be done properly to ensure a shared vision and a smooth transition in the desired timeframe. Unfortunately, research shows that it is not uncommon for this process to take longer than expected because the integration plan was not appropriately focused on the culture, the people, the leadership, and the ultimate goals. Business leaders that employ a solid integration strategy during M&A are more likely to achieve their desired outcomes.

According to research:

  • A mere 16% of merger reorganizations fulfill their objectives in the planned time
  • 41% take longer than expected
  • In 10% of cases, the reorganization harms the newly-formed business

Create a Profit and Loss Statement

First, think about the benefits, costs, and timing of the reorganization. Costs will include employees, advisors, and consultants, but costs will also be incurred in the form of disruption to the business. The last thing you want is for the company’s performance to suffer and for key staff to leave. Setting detailed business targets for reorganization based on the length of the transaction process and its impacts can make a significant difference in the productivity and growth of the company.

Know Your Strengths and Weaknesses

The due diligence process of an M&A deal will reveal a great deal about the business’s strengths and weaknesses, but it is important to make sure no stone goes unturned. You can get a more complete picture by talking to current and former employees, and simply searching the Internet for third party research to see what anyone would read about you when looking up your company. Both internal and external perspectives are important. Armed with these insights, you can then create a plan regarding which areas need your focus based on whether it is a merger or a full buyout. In the case of a merger, both sides will need to have the same informed view of strengths and weaknesses in order to address any issues, streamline the process, reduce costs if necessary, and essentially improve performance.

 

Ready to explore your exit and growth options?

 

Create a Reorganization Team

Designate a team of representatives from various levels of management and departments to handle communication and ensure that the needs of each department are heard throughout the transition. This will help employees feel included, minimizing the risk of losing key talent. It will also help you avoid overlooking key details, will help to keep the process more orderly, and will help you address any issues quickly.

Evaluate Your Options

When creating a reorganization plan, consider all of the possibilities within both companies’ methodologies. Any solution is going to have pros and cons, so you will need to assess which alternative is best for your business and achieving your vision. In order to create synergy, you will need to examine both of the organizations’ structures, business processes, management, staff, culture, capabilities, technology, safety processes, and anything else that makes the day-to-day operations run. In a merger, you are ultimately faced with creating a shared culture, and this means ensuring that every aspect of the business is aligned to make this possible. People are people, and if they are not informed of a clear plan and their role in it, it is nearly guaranteed that it will lead to confusion. Figure out the best way to allocate tasks and processes by communicating with the new leadership team about all of the possible options and determining the best structure together.

Get the Previous Steps Right

You have worked so hard to build your business. Reorganization is complicated and you owe it to yourself, your stakeholders, and your staff to get the process right. Of course, you should anticipate hurdles to crop up along the way. Sometimes in M&A deals, certain information does not become available until late in the process. Nearing the end of a deal, you should reassess all the previous steps outlined above to verify that they are solid and decide if anything needs to be modified. This does not mean you need to turn everything on its head if you uncover an issue. By encouraging leadership to inform you of any snags in the new company and addressing them quickly, you can get ahead of major problems.

Enlist an M&A Expert

Please contact our world-class team at Benchmark International to discuss how the right merger or acquisition could benefit your business.

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2020 Global Outlook For The Marketing Sector

In a world of billions of connected smart devices, digital technology has essentially revolutionized the global marketing industry. From social media to content marketing, the market is massive and poised for continued growth.

The traditional ad agency model now includes a major focus on digital marketing, and digital marketing agencies continue to become more prevalent and provide a wider range of strategic services and specialized areas. And more and more companies outside of the advertising and marketing industry are also developing their own in-house digital marketing arms. 

In 2019, the global digital marketing market size was $300-310 billion. It is expected to grow to $360-380 billion in 2020.

On a global scale, the market size per region is:

  • $110-130 billion for North America
  • $120-130 billion for Asia Pacific
  • $48-52 billion for Europe
  • $6-10 billion for the Middle East/Asia

Online videos and mobile ad spending account for a large portion of the digital advertising space and continue to drive digital marketing spending, especially in Europe and North America. Digital out-of-home media is becoming more personalized and contextually relevant through targeted ad delivery, and location-aware and bandwidth-aware tech tools. And with the increasing emergence of 5G technology in 2020, phone streaming will reach incredible speeds and higher quality, opening up new possibilities for marketers. 

Content Marketing

2020 will be a big year for content marketing in several different forms. User-generated content will be in demand as the majority of consumers report that they find the opinion of users to be more influential than content promoted by the actual brand. This content includes anything from social media posts and blogs to web pages and testimonials.

Another huge component of content marketing is video content creation. More consumers are expecting to see video content from their favorite brands. Video also keeps audiences engaged for more time versus other types of content. Live streaming is also a growing trend, as consumers are reporting that they would prefer to watch live video than read a blog post.

 

Ready to explore your exit and growth options?

 

Social Media

Marketers are forecasted to spend $112 billion on social media advertising in 2020. 

Globally, North America continues to dominate ad spending in this digital marketing sector, with the retail industry as the leading ad spender in the United States. While search remains a preference of retail marketers, video, social media, and other display formats are growing in demand to increase brand visibility. Digital ad spending in the Asia Pacific region has surpassed that of Europe, with growth driven by China due to increasing investments on technology and digital platforms. The automobile, consumer goods, and telecom sectors are the leading marketing spenders in the country.

Print

Digital marketing has had a large impact on the commercial print side of the industry. This is causing service providers to offer more innovative value-added services such as data management and e-publishing. The demand for print services is largely driven by the retail, financial, publishing, and food and beverage sectors, especially for on-demand print materials, packaging, and other promotional materials. Additionally, increased digitalization and eco-friendly practices (such as using soy ink vs. petroleum-based ink) have lessened the printing industry's impact on the environment. Increased digitization will continue to result in more e-versions of print, such as annual reports and catalogs, and use of more online targeting channels such as email.

Direct Mail

The size of the global direct mail market is expected to reach $94–98 billion in 2020. The use of direct mail remains high in developed regions such as North America and Europe due to comprehensive customer database maintenance. At the same time, the increased use of e-mail and mobile marketing is lessening the demand for printed direct mail materials. In smaller markets that have lower Internet penetration, such as parts of Latin America and the Middle East, the direct mail sector remains strong with demand being driven by retail, travel, and real estate. To remain competitive, direct mail providers are offering e-mail marketing and other digital marketing services at lower prices.

Loyalty Programs

The global market for loyalty programs continues to grow due to increasing e-commerce, smartphone use, and online shopping customer behavior. The retail, financial, consumer, and food and beverage industries drive the demand for loyalty services, digital rewards programs, analytics, and business intel used for customization.

Mergers & Acquisitions

M&A activity regarding digital marketing and advertising agencies has high potential due to growth and high fragmentation within the industry. Traditional ad agencies and private equity firms target companies that offer solid growth opportunities. As digital advertising revenues increase, so does the global demand for more online content in an ever-connected world. Digital capabilities and relationships are a priority for traditional agencies and their holding companies as they have a need to grow their digital revenue and expand their portfolios.

Thinking About Selling?

At Benchmark International, our award-winning team of M&A experts would love to hear from you and discuss how we can help you grow your business or sell your company for maximum value. Feel free to contact us at your convenience.

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The Value Of An M&A Advisory Firm

When selling a lower to middle-market company, enlisting the guidance of an experienced mergers and acquisitions advisory firm can make a world of difference in the transaction’s outcome for several important reasons.

  • Having an M&A advisory firm act as an intermediary in a transaction increases the chances that a deal will be closed successfully. In fact, some buyers are willing to pay more for a business when an M&A firm is involved because they know there is a higher chance of closing.

According to a large study by the University of Alabama, private sellers receive between 6% and 25% higher acquisition premiums when they retain M&A advisors.

  • When you work with an M&A firm, it demonstrates to buyers that you are truly committed to the sale process and that your valuation expectations have been properly vetted. 
  • Having an M&A team in your corner will save you a great deal of time and effort regarding complicated tasks such as due diligence, company valuation, and data management. Even simple transactions require a burdensome amount of due diligence regarding real estate, software, employment, benefits, accounting and legal issues. There are also many standard pre-closing tasks that must be completed in a timely manner and can affect the success of a transaction.
  • M&A experts already know all the possible deal breakers and how to avoid them, giving you a major advantage in the market and protecting you from pitfalls.

Ready to explore your exit and growth options?

 

  • You will attract a greater number of serious buyers because you have access to the M&A firm’s global connections. And when you have drawn the interest of several buyers, you are more likely to get more for your company. If you sell your business on your own, experienced buyers know they can get away with offering you a lower price.
  • A truly effective M&A firm will use proprietary technologies and databases to review the market for matches regarding the size, industry and geography of your company.
  • Experienced M&A advisors know how to protect your confidentiality through the entire process. Confidentiality is critical because if information is leaked, it can not only derail a sale but also have a negative effect on crafting another potential deal.
  • A quality M&A team will have the capability to build a strong marketing strategy and create materials to attract suitable and quality acquirers for your company.
  • Another important task that an M&A firm will handle is third-party research. Buyers will immediately seek out negative information on a company that is on the market. A good M&A team will create a strategy to mitigate any potential negative impacts.
  • The right M&A advisory firm will take the time to fully understand your objectives and aspirations and will be committed to making sure that the process is tailored to your needs and that you find the right fit. They will also work to keep eager buyers at arm’s length when you need more time to make decisions, understanding that selling your company is an emotional task and you deserve support and empathy along the way.

Work With the Best

Reach out to our world-renowned M&A experts at Benchmark International to discuss how we can help your business achieve its ultimate sale potential. You can trust that our objectives are aligned with yours, and that we will provide you with the most amount of information possible while protecting you from making rushed decisions. Simply put, your best interests are our best interests.

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M&A In The Global Transportation and Logistics Industry

By investing in the transportation and logistics sector, global companies open up the opportunity to advance the flow of goods throughout the world. Businesses in this industry, both domestic and international, benefit from integrated supply chain networks that connect companies and consumers through multiple transportation modes within industry subsectors.

Industry Subsectors

  • Logistics services include the management of fleets, warehousing, order fulfillment, logistics networks, inventory, supply and demand, third-party logistics, and other support services.
  • Air and express delivery provide accelerated end-to-end package delivery services, as well as infrastructure for exporters. Growth in this subsector is greatly driven by the expansion of e-commerce.
  • Freight rail moves high volumes of heavy cargo and products long distances via rail network.  
  • Maritime includes carriers, ports, terminals, and labor involved in the transportation of cargo and passengers via water.  
  • Trucking  moves cargo over the road by motor vehicles over short and medium distances. 

The transportation and logistics industry is consistently a highly fragmented sector. This is largely due to the fact that most fleets are small and there are few barriers to entry when it comes to starting a small fleet. Another major factor is that larger carriers have difficulty retaining drivers and achieving organic growth. Owners are always looking to gain efficiencies, optimize routes and spread fixed costs across more operations. In order to do so, they must create greater scale. It is common in the transportation and logistics sector for acquisition strategies to revolve around broadening service offerings, branching out the customer base, and expanding geographical reach. 

 

Is transformation important to your business?

 

Economic and Industry Factors

Burgeoning economies drive demand in the transportation and logistics industry. More freight demand stems from strong consumer confidence and upward surges in manufacturing, resulting in more loads and vehicles on roads. When this climate is met with driver shortages, it increases transportation costs, which can reduce margins.  

The Impact of Amazon.com

Amazon has greatly raised global consumer expectations when it comes to rapid fulfillment. This demand has shifted distribution patterns, pushing companies to move warehouses closer to customers. Getting products to consumers faster increases the number of touch-points along the freight network.

Automation Technologies

The introduction and evolution of new technologies in the transportation and logistics industry are addressing over-the-road challenges such as driver shortages. Long-haul robotic trucks are being developed and tested. Driverless and remotely piloted deliveries are being incepted, such as aerial delivery drones. Experts expect it to be a very long period of time before these advancements face more mainstream use, but someday in the future, the possibilities they hold will be very real.

Data-Driven Tech

Artificial intelligence, the Internet of Things, data collection, machine learning, and blockchain are all being used within the transportation and logistics industry to gain major competitive insights and advantages, and therefore make better decisions that improve the performance of the company.

 

Ready to explore your exit and growth options?

 

Transportation and Logistics M&A

In the 21st century M&A market, transactions in the transportation and logistics industry are often driven by specific demographic, macroeconomic, and regulatory factors.

Sellers are motivated by:

  • The desire to take advantage of a strong overall M&A market
  • Volume limitations due to driver shortages, tight labor markets, aging drivers and increasing hiring costs
  • Aging ownership without a succession plan in place (usually companies with <$50 million in sales)
  • Unease about industry regulations around safety, driver hour limits and logging devices
  • The use of cross-border deals to counter negative impacts on operations, access new markets, and protect supply chains, as remaining agile in a globalized market is critical

Buyers are motivated by:

  • Leverage of economies of scale in order to maintain profitability
  • Capitalization on domestic economies with strong growth potential
  • The need to hire drivers while facing tight labor markets and rising hiring costs
  • Acquisition of smaller companies that expand service offerings
  • Use of various asset models to free up capital and invest in better equipment

A high level of activity in M&A in the transportation and logistics industry is contingent upon suitable timing in a growing economy, low interest rates, and widely available capital. It usually takes up to nine months to complete an M&A transaction, so timing and forward thinking should be considered when deciding to take your company to market.

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Are you considering selling your company? Even if you are merely exploring the idea, our M&A specialists at Benchmark International can help you decide if and when a merger or acquisition may be right for you. We’ll work closely with you to ensure that you never have to compromise value or timing, and that you are only matched with the most suitable opportunities.

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Why You Should Spend More Time Thinking About Selling Your Company

Selling your company might be the farthest thing from your mind right now. But there are several reasons that thinking about selling now can make all the difference later, especially for lower and middle-market business owners. Proper exit planning can take years, so getting started increases your chances of selling for maximum value. It also puts you on the right track to fulfilling your aspirations and realizing your vision for the future.

1. Start Making Your Business More Valuable

Whether you want to sell this year or five years from now, you will need to take every step necessary to drive up your company valuation prior to a sale. An endeavor this important is not going to be accomplished overnight. Consider what you can do to improve the business and make it more attractive to buyers. Implement a well-defined strategy to create growth and improve profitability. Hone your marketing plan. Think about how you can make the company more efficient. An experienced M&A advisor can help you craft the right tactics to accomplish all of these goals and get your exit plan moving in the right direction.     

2. Know Your Number

Part of a smart exit plan includes knowing what your business is actually worth and at what price you will be comfortable selling it. This means you will need to know how your company stacks up in the current market in your industry and what the market conditions are expected to be in the next several years based on expert M&A knowledge and analysis.

3. Know Your Buyer

Not all buyers are the same. They can be financial, strategic, or even internal. If you take the time to figure out the right kind of investor for your company, you can spend your time and energy taking the steps to maximize the business’s value based on that type of buyer. For a financial buyer, you will need to focus on cash flow, revenues, and management. For a strategic buyer, you will want to concentrate on profits, innovation, market share, and brand strength. Finally, an internal buyer will look for things such as strong financials and balance sheets, a positive culture, and product diversity. An experienced M&A advisory firm can help you identify the right buyer for you, and give you exclusive access to prospective buyers that you will not find on your own.

 

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4. Get Your Records in Order

When the time comes to put your company on the market, you are going to need to have all of the proper documentation organized and accounted for. This includes all of the financial documentation, tax records, profit and loss statements, legal contracts and client records from the past few years. Buyers tend to place more value on businesses that can provide comprehensive records that paint the most accurate picture of the company’s health and future potential. You will want to be honest in this process. Do not try to fudge the numbers or hide issues. The buyer’s due diligence team is going to uncover anything that you attempt to cover up, which can lower the purchase price. Disclose the truth from the beginning and you’ll be in a better position to overcome any challenges, plus, the buyer will be more confident in acquiring your business.  

5. Keep Your Eye on the Business

Running a company is already a massive responsibility, and the process of selling a company is a significant undertaking all of its own. You need to remain focused on your daily operations without being so distracted by a sale that it has a negative impact on the business. Enlisting the help of M&A deal professionals to handle the sale can take the pressure off of you and keep your business on course. Remember, the process can take several years, and that is quite a bit of time for you to be unnecessarily preoccupied, putting the health of your company at stake. 

6. Have a Plan

You have worked so hard to build your business and you have earned the right to dream about your future. To get there, you have to ask yourself the right questions. Are you ready to retire? What is your target retirement age? Do you want to purchase or get involved with another business? What level of lifestyle will you need to maintain? Will someone in your family be taking the reins? Do you want to retain a small level of involvement? If you know what you expect from your future, you will be less likely to get cold feet at selling time. It’s also important that you appear confident about a sale so that buyers do not feel that you cannot be taken seriously. Knowing your vision for the future is a critical step in making your dreams a reality. As Warren Buffet once said, “Someone is sitting in the shade today because someone planted a tree a long time ago.”

Let’s Discuss Your Options

If you are thinking about selling your company, now is the time to start considering your options regarding timing, exit planning, and market value. Contact our M&A geniuses and let Benchmark International help you map out a future that is in the best interest of you, your family, and your company.

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Tips For Transitioning A Company's Leadership

One of the keys to creating value in lower to middle market mergers and acquisitions is the plan for successfully transitioning the leadership of the company. Maximizing value hinges largely upon a solid succession plan that empowers the new CEO to take the reigns, maintain stability, and lead the business into the future.

Finding the right person to assume leadership is important to the company in several capacities, but there are reasons that it will be personal to you as a business owner who cares greatly about the company you have worked so hard to build. The new CEO should actually care about the company and its employees. They should have a proven track record at getting things accomplished versus a history of being asleep at the wheel. And they should leave you with a high degree of confidence that they are going to do the right thing so that you are not left worrying about the fate of the company and whether you made the right call.

As a founding CEO planning your exit, there are some best practices you can follow in your process to find the right candidate and make a seamless transition in leadership and avoid a succession gone wrong.

Consider Structure and Timing
Initially, there are three important factors to determine the circumstances for the incoming CEO. Are they from inside or outside the company? Will they assume the role immediately or work alongside you for a period of time? And will you maintain a presence in the company as chairman or as an advisor? The answers to these questions will affect the transition process.

Get an Executive Search Expert
Do not underestimate the importance of enlisting the help of a quality external executive search professional. They should have proven experience that gives you the confidence that they will identify a replacement that's in the best interest of the company. They should be able to provide certain insights, find candidates that may not be currently known in the market, and prevent the costs associated with the wrong hire. An executive search firm can also save you time, take the burden off of your HR team, and ensure confidentiality through the process.

 

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Consider What They Face
Think about the new CEO's first year and what it may hold from a political and cultural perspective, such as a recession. Could there be problematic circumstances that will make it difficult to make leadership decisions and are they equipped to handle them adeptly based on their experience?

Meet Face-to-Face Onsite
An important part of building trust and bolstering success is having the candidate come to the company's headquarters to meet with you and get an in-person understanding of the business and its culture from your perspective and in your own words.

Foster Relationships
The vetting process can benefit from the candidate's development of relationships with the management team to enable shared experiences. A quality candidate is going to value this effort in establishing trust.

If the new CEO is someone from within the company, think about how they will assume their new role and the responsibilities that come with it. Consider the fact that they are now going to be the leader among their former peers. How will they handle this change and how will it impact their relationships?

Look for the Obvious
You surely want a new CEO with whom you have a good relationship, but the most important relationship will be between them and the management team and the employees. So their personality is going to be a big factor in their ability to succeed. How are they under pressure? What is their vision for the future? Are they comfortable with change? Are they motivated to create growth? Are their values aligned with yours? What about their ego? A candidate may look exceptional on paper and have incredible qualifications, but if he or she does not possess the right people skills for your company's culture, it should be a deal breaker.

Are You Planning Your Exit?
If you think it's time to make a move in the best interest of your company, feel free to reach out to our M&A experts at Benchmark International at any time. Our impressive strategies can be the game-changer you are seeking for your future success.

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M&A In The Ride Services And Autonomous Vehicle Industries

Two of the most transformative factors in the world of automotive and technological development have been the advent of ride-hailing platforms and autonomous vehicles. They each create various mergers and acquisitions opportunities both individually and in concert with each other in various capacities on a global scale.

Ride Service Companies

Ride services—also known as ride hailing and ride sharing—will continue to create opportunities for M&A in decades to come as their popularity around the world continues to increase. Uber, DiDi Chuxing, Gett, Grab, and Lyft are some of the leading firms in the market. As more companies emerge, the market becomes more and more fragmented. The right M&A transactions can help companies increase market share and improve service quality.

It can be relatively inexpensive to start up a ride-hailing company. After all, they depend on contract labor that does not rely on special skills or loyalty, and are powered by free mobile apps that easily bring their service to the public’s fingertips. While this makes it easy for more smaller firms to enter the space, it also creates ripe opportunity for M&A activity in an incredibly competitive industry that has been predicted to one day be dominated by only a couple of major players.

The ride hailing sector is not unlike other transportation industries, as it is subject to strict laws and regulations that can make M&A challenging, meaning that deals in this space require added due diligence.

 

Ready to explore your exit and growth options?

 

Autonomous Vehicles

A strong investment climate lies in the sector of autonomous or self-driving vehicles. Traditional auto manufacturers are investing billions of dollars and stepping up efforts to try to catch up with advancements already pioneered by the big tech companies. It is both faster and easier to acquire existing technologies than to try to reinvent the self-driving wheel. While they retain the advantage of being capable of the mass production of vehicles, it is expansion of their capabilities that is a major driver of M&A.

Companies at every level of involvement in the auto industry need to adapt their strategies, from manufacturers to suppliers to retailers. M&A is a necessary strategy for all existing industry players to maintain any foothold as newer digital companies transform the space. This includes rethinking business models and emphasizing innovation to establish themselves as a leader in the future.

Autonomous vehicles also present the possibility of major ramifications for other industries.

  • Law enforcement: With self-driving cars programmed to obey traffic laws, fewer police resources may be needed on roads and less local revenue could be earned from citations.
  • Insurance: With fewer accidents come fewer insurance claims, reducing the cost of insurance premiums.
  • Healthcare: Ideally, fewer traffic accidents can reduce reliance on emergency services.
  • Air & rail: Using autonomous vehicles for long-distance travel can mean fewer passengers on airplanes and trains.
  • Advertising: Withdrivers turned into passengers, their attention can be shifted from audio to visual, and advertising could be targeted by location.

Many companies around the world have demonstrated enthusiasm over the prospect of disrupting public transportation as we know it, and have been eager to invest in companies that are focused on bringing autonomous vehicles into this realm. This includes robotic taxis, driverless shuttles, electric car ride services, and taxis that are not equipped with steering wheels or pedals.

Countries leading the way in the development of autonomous driving technology include Norway, Singapore, the United States, Germany and Israel. 

Many challenges exist before the proliferation of autonomous vehicles on roads everywhere is a real possibility. While careful planning and programming goes into the technology that makes these vehicles both operational and safe, there are unexpected scenarios that are not easy to predict or take into account. These situations include other drivers’ errors such as going the wrong direction or making illegal maneuvers that can confuse the technology that a self-driving car relies upon. Essentially, the radar and high-resolution cameras in autonomous vehicles are able to detect and identify objects (such as a bicycle or pedestrian), but it cannot predict what those objects might do next.

These types of uncertainties, along with the strict regulatory environments surrounding self-driving vehicles, can also make the M&A market in this sector more complicated to navigate. It is prudent to consult with M&A experts regarding the opportunities in this area.

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How can Benchmark International help you realize your dreams for your business? Give us a call and set up a meeting with one of our M&A experts. Whether you are looking to sell, grow, or formulate an exit plan, we are committed to helping you achieve what is best for you and your company.   

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2020 Outlook For The Global Energy Sector

The global energy mix is comprised of the oil, liquefied natural gas (LNG), coal, renewable energy, and electricity sectors. The landscape of this industry has seen a great deal of change over the years, and is primed for even more change in the future. Five years ago, fossil fuels accounted for 82 percent of global primary energy. This number is targeted to decline, with large growth in the natural gas and renewable energy sectors, especially wind and solar. However, a rising global population and economic growth make it challenging for renewables to keep up with demand, meaning that fossil fuels will remain a primary source as energy demand will rise one percent each year over the next 20 years.

Oil & Gas

Oil output is projected to remain on the rise in the next 10 years, with 85 percent of the production increase coming from the United States. At the same time, oil demand is expected to slow after 2025 due to better fuel efficiency and more electric vehicles, according to a report by the International Energy Agency (IEA).

In 2020, shale production in the U.S. is expected to continue to grow even as growth is slowing due to reduced capital expenditures from drillers. Additionally, exports of U.S oil and LNG are forecasted to grow as infrastructure capacity increases.

As the number of U.S. oil and gas companies in distress grows amid limited funding options, there is an opportunity for smaller firms to be acquired by bigger firms, or for them to merge in order to scale operations and reduce costs. M&A strategies may be more appealing to these companies than the option of restructuring through bankruptcy.

Oil and gas prices should remain range-bound this year as production increases from non-OPEC nations such as the U.S., Brazil, and Norway.

Internationally, oil markets will be affected by the ongoing trade negotiations between the U.S. and China, as well as the result of the March expiration of the OPEC+ pledge between OPEC and non-OPEC partners for deeper production cuts.

 

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Coal

The coal industry continues to experience challenges, including declining demand, bankruptcies, climate concerns, ownership changes, and mine closures. Coal production in the U.S. is expected to decline, along with the amount of energy production that relies on coal, which is at its lowest level in more than 40 years. In contrast to the struggling coal industry, increased growth is forecasted in the renewable energy sector. According to the IEA, market share for coal will fall from 38 percent today to 25 percent in 2040, largely due to a surge in more affordable solar power.

Renewable Energy

The outlook for the renewable energy industry in 2020 is quite favorable. The sector has already seen unprecedented growth propelled by increased demand, competitive costs, innovation, and the uniting of industry forces. Renewables are likely to become a preferred provider in electricity markets this year, as customers are more concerned with saving money and addressing climate change issues. Last year, renewable energy eclipsed coal for the first time ever in the United States, with wind and solar energy accounting for about half of renewable power generation. Companies that are poised to innovate and jump on new opportunities will be in a position to thrive in this new growth phase.

Some key points regarding this sector include the following:

  • China has been the largest investor in renewable energy capacity, committing $758 billion over the past decade. The U.S. follows at $356 billion, with Japan third at $202 billion.
  • Lower prices for renewable sources and battery storage have helped to drive growth in this industry, making wind and solar more competitive with traditional energy sources.
  • Several utility companies have already outlined goals for de-carbonization and more are expected to follow suit.
  • Renewable energy will need to be scaled up significantly in order to meet the goals outlined in the Paris Agreement.
  • In 2019, 11 of the 28 countries in the European Union already met their 2020 renewable energy targets, but there has been a gradual slowing of the rate of renewable use because costs have fallen and less investment is needed to install the same level of power capacity.
  • Grid modernization projects will also contribute to growth, as renewable microgrids are becoming more popular solutions for increased efficiency.
  • In the U.S., the Production Tax Credit has been extended for 2020. However, the amount of the Solar Investment Tax Credit will be reduced from 30 percent to 26 percent. Both of these credits have been important drivers of growth in this market.

 Electricity

Power and utility companies will face several priorities and challenges in 2020, but with a balance of careful strategic planning, digital innovation, and risk management, the industry can sustain growth throughout the year.

  • Clean energy remains a major priority, as many power and utility companies are setting their own clean energy goals to help customers make the transition.
  • Cyber security is an increasing concern, with vulnerabilities being a clear and present danger.
  • Preparation and response for natural disasters will be more significant as major storms have become more common around the world.
  • Providers will continue to be more focused on improving the customer experience.

Let’s Discuss Your Options

Please contact us at Benchmark International to talk about how we can help you grow your business or formulate a solid exit plan for the future, no matter what industry in which your company operates. We look forward to hearing from you.

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2020 Global Outlook For The Media Industry

The New Media World

The media industry has undergone several major transformations in the Internet age. Magazines and newspapers have been disrupted by digital publications. News consumption has been significantly altered by the existence of social media. Broadcast radio is now challenged by satellite radio, podcasting, and both free and fee-based music-streaming services. Television continues to undergo sweeping changes that come with more and more people cutting the cord, smart TVs, and the inundation of subscription streaming platforms on a variety of scales. And all of these sector trends affect how advertising dollars are being spent and how audiences are being targeted. 2020 proves to be no different, as these trends will continue to reshape the industry.

Streaming Wars

Companies and TV networks are faced with the task of inventing new offerings for delivering content in ways that facilitate direct relationships with consumers. New bundling and tiered options will be more in demand as viewers grow frustrated with having to manage various streaming options amid a crowded sea of subscription services that go beyond Netflix and Amazon Prime. Individual TV networks are offering their own on-demand services (such as HBO Now), and big industry players are getting in the game with their own digital networks such as Disney+. And the availability of tiered streaming platforms such as BritBox and Sling TV continues to grow. The major streaming networks will be faced with how to leverage an influx of competition. These options will also need to address how advertising is delivered regarding ad-free options and ad-supported video.

Podcast Popularity

There are currently more than 700,000 active podcasts, and research shows that the consumer appetite for podcasts continues to thrive. Podcasts are going to be seen as a new vehicle for content and will garner more advertising money, with predictions that the spending amount will surpass $1 billion by the end of 2020.

 

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For the Love of Data

As media companies compete for more audiences, data will become more imperative to achieving the goals of these companies. This means that the data platforms used by media companies and advertising agencies are going to become paramount. The gathering and processing of the third-party data needed to create more meaningful and personalized experiences and services for consumers will be essential to the ability to remain competitive.

User-Generated Content

In today’s social-media-driven world, users are able to generate their own content through various mobile applications such as SnapChat and TikTok. As more of these types of platforms emerge, larger parent companies (such as the Facebooks and Googles of the world) may be inclined to acquire them to diversify their offerings and expand their user bases.

M&A Opportunity

As media companies continue to need more diverse content and content delivery options, it creates significant opportunities for mergers and acquisitions. This M&A activity is expected to be on smaller scales than the megadeals that occurred in the last couple of years. This is because there are fewer opportunities for the major networks to consolidate, especially as there is a growing over-supply of third-party streaming applications and the content rights are being withdrawn. 

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If you think that it is time to sell or grow your company, or even start your exit planning strategy, please reach out to our experts at Benchmark International. We look forward to taking your future to the next level.

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Why 2020 Is The Right Time To Transition A Business

When determining the best time to sell or exit a company, unfortunately nobody has a crystal ball. However, there are several circumstances that should be considered, from fundamental business positions to external influential factors.

The state of the M&A market is among the most significant factors in a decision to sell a business. The market held steady from 2015 to 2017, and optimism skyrocketed in 2018. In 2019, the market dipped slightly but remained strong in deal volume and value, with a wave of multi-billion-dollar megadeals being completed.

While some expect a modest drop in global M&A value in 2020 due to what is perceived as inevitable economic correction after a lengthy, seemingly unstoppable up-cycle, many experts predict that little change is expected due to sustained economic growth, low unemployment, low inflation, high consumer confidence, and strong corporate earnings. Companies still have a need to diversify their portfolios, acquire talent, and innovate technologies in order to stay competitive—all needs that are best addressed through M&A. Also, plenty of capital is available and private equity has amassed the dry powder that can drive larger deals, even in the event of an economic downturn.

Additionally, there is potential for more aggressive M&A strategies earlier in the year to get ahead of a potential downturn and downgrade in valuations. Companies that have proven to perform well during times of recession may be especially appealing targets.

The 2020 U.S. Election

Regarding a potential downturn, one of the major factors that play into the state of this year’s M&A market is the upcoming November 2020 presidential election in the United States and the issue of impeachment of the current president. History indicates that economies typically perform well in election years. However, as uncertainty looms contingent upon the results of the election when it comes to topics such as trade and regulation, acquirers may become hesitant and the M&A market could lose momentum leading up to November, with the market remaining slow in the months following, depending on the election results.

Another matter affected by the election results is capital gains taxes, which is a matter of concern if you are selling a company because how much profit you yield from the sale will be taxable. Some presidential candidates are proposing higher taxation of the highest-income taxpayers’ accrued wealth and income, and this includes capital gains. Most candidates’ plans would tax capital gains at ordinary income rates, with just the very top marginal tax rates varying at incomes of more than $488,850.

The closer the election nears, the more every single day counts. If you hope to sell, the sooner you initiate the process, the better, as most M&A deals take several months.

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Brexit

As of January 31, 2020, the United Kingdom is officially no longer part of the European Union, but a second round of negotiations will continue with the goal of reaching a deal by the end of 2020. With lessened political uncertainty now that an initial Brexit deal has been made, there is heightened confidence in deal-making activity. The inability to make a second deal by the end of the year will mean higher costs and barriers to trade.

The Brexit situation is affecting changes to M&A strategies. M&A could be used to secure an operational presence in the EU to maintain access to European markets. M&A could also facilitate access to markets outside the EU. Additionally, some companies could be facing new pressures that can directly impact share prices.  

The Boomer Retirement Wave

While it seems as though we have been talking about it for years, the Baby Boomer generation remains a factor in 2020.

According To Pew Research Center population data, 10,000 Baby Boomers will turn 65 on each day of this year.

In the U.S. alone, Baby Boomers own 2.34 million small businesses, and employ more than 25 million people. This aging ownership pool points to a flood of M&A activity in the lower and middle markets this year, especially in certain sectors such as those that offer professional services.

As this population retires, there will be an increased need for consolidation, succession planning, and exit planning. If Boomers do not properly plan for these scenarios, it could result in an economic crisis that in turn affects millions of jobs. Also, most of these business owners have the majority of their net worth tied up in their company. This means that if the company should lose value, so does the owner’s ability to retire.

The unfortunate reality is that the majority (75%) of owners of small to mid-sized businesses choose to procrastinate and do not have a plan in place. If you are a part of this generation, you should most certainly already have your plans for the future underway. Even if you are not a Boomer and are considering selling, this is the time to get ahead of the massive wave of businesses that are expected to hit the market this year.    

Are You Ready to Sell?

If you are considering selling your business, we encourage you to enlist the expert M&A guidance of Benchmark International’s team to create your growth strategy, exit strategy, or company sale for maximum value. The time to start planning is now.

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2020 Global IT Industry Outlook

The global Information Technology industry encompasses the sectors of hardware, software and services, telecom, and emerging tech including ‘as-a-service’ solutions under the umbrella of the Internet of Things (IoT) and automating technologies.

 The global IT industry is projected to reach $5.2 trillion in 2020, with global spending growing 3.7%

As the world continues to be more digitally connected and industries become more automated, technology will remain a massively growing market in the beginning of the new decade, especially as companies focus less on cost reduction and more on innovation.

The United States is the world’s largest tech market, accounting for one-third of the total market, and exceeding the gross domestic product of most other industries. Although the US market is so large, the lion’s share of tech spending actually happens outside of the US (68%) and is made by enterprise or government entities. Western Europe is a major contributor in the global tech market, and China is also a significant player with focuses in robotics, infrastructure, software, and services.

 

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Forecasted IT Spending

In 2020, IT spending budgets will be largely driven by the needs to upgrade outdated infrastructure, address security issues, and accommodate growth. The amount of spending and the mix of services will vary by company size.

  • Smaller businesses are expected to spend more on hardware such as servers and laptops.
  • Mid-size companies will be spending more on mobile devices.
  • Larger corporations will spend more on managed infrastructure IT services such as power and climate solutions.

For software spending specifically, small businesses will focus their spending on operating systems. Mid-size companies will have a larger budget for productivity software and business support applications. Large enterprises will be spending more of their money on virtualization, database management, and communications software. Cloud services and recovery software will represent major budget allocations in the coming year and cloud spend will vary by company size.

Cloud Security

With the increasing popularity of cloud-based software and services and hybrid cloud solutions comes the increasing concern regarding cloud security. This is further reinforced by an ongoing rise in cyber attacks and data breaches. Cloud-based security solutions will remain a growing need across several sectors, especially in highly regulated ones such as finance and government. The global cloud security market was anticipated to garner $8.9 billion by the start of 2020. This need will create more opportunities for companies, entrepreneurs and investors.

 

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The Year of 5G

The highly anticipated 5G technology will see a much more momentous rollout in 2020, in contrast to the lackluster emergence in 2019. Hundreds of millions of 5G-enabled smartphones are expected to ship in 2020. 5G will deliver significantly high speeds and remarkable data capacity to expand the financial possibilities for businesses. It is able to support billions of connected devices across sectors, allow new innovation for the IoT, Artificial Intelligence, and Virtual Reality. It will also enable a new world of autonomous vehicles and smart cities through a fully connected society, shattering boundaries to create a scalable global marketplace through unified technologies. Businesses will need to be prepared with how this new technology is going to dramatically alter the possibilities of the cloud and the need for virtualization-based networks as opposed to fixed-function equipment. While it is not going to happen overnight, 5G technology will grow increasingly more available throughout 2020, changing the availability of certain devices and transforming industrial possibilities.

Edge Computing

Edge computing is not a new concept, as it has existed for years. However, the value opportunity that it represents across industries is enormous. 2020 is anticipated to be a highly emergent year for edge computing due to the availability of faster networking technologies such as 5G and analytic capabilities in smaller devices.

Edge computing allows data processing to be done physically closer to where the data is generated (the edge of the network) rather than at a massive data processing center, which in turn reduces latency and processes the data much faster. This opens up countless new opportunities. Additionally, this technology offers several benefits for businesses, such as reduced costs, improved energy efficiencies, predictive maintenance, increased reliability, smart manufacturing, and security enhancements.

Let’s Talk Soon

At Benchmark International, our team of M&A advisors is ready to help you plan the next steps for you and your company. Whether it is selling your business, creating an exit strategy, seeking investor assistance, or finding ways to create growth, we are here to work on your terms to help you make your future as bright as possible.

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14 Common Misconceptions About Selling A Business and Engaging an M&A Firm

1. “I can conduct the sale myself.”
You could. But you are likely to get a much better deal if you have the guidance of an M&A professional on your side. Not to mention, you are going to have far less of a headache if you do not take on this complex process on your own. It’s going to take a good bit of time and is going to involve meticulous details. The help of an M&A expert also allows you to remain focused on running your business instead of getting caught up in the sale process and being overwhelmed by trying to juggle both, just to get a smaller profit.

2. “I already know my buyer.”
You know your business better than anyone, so it is easy to assume that you will know your perfect buyer. But it is a competitive world and there are many types of buyers that could be a great fit. Fixating on one type of buyer limits your options. Exploring all of your prospects will allow you to maximize your sale potential. This includes buyers that may not even be in your same industry. You are more likely to find the right buyer with the help of an M&A firm that has global connections and vast experience brokering these types of deals.

3. “Selling will only take a few weeks.”
It is very rare that any merger or acquisition is completed quickly. It typically takes months to years to find the right buyer and iron out the details of the sale. Six months is a common estimated timeframe for small to mid-sized businesses.

 

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4. “Asking price will be the purchase price.”
These are not the same thing. Following negotiations, it is common for the sale price to be lower than the asking price. A qualified M&A advisor can determine the fair market value of your business, help to maximize this value, arrange a better deal, and manage your expectations regarding the transaction.

5. “A buyer's financing is not my problem.”
A buyer's financing should surely concern you because they cannot buy your company without the capital needed to do so. You can play a role in moving the process along by boosting lender confidence through your testament as to how the business can continue to thrive under new ownership.

6. “I already have the advisors I need.”
As a business owner, you have skillful attorneys and accountants on your side that deserve credit for the fine work that they do in their areas of expertise. But it is unlikely that they are experienced in conducting complicated M&A deals. Even if they have a small level of experience with M&A, it probably is not enough to ensure that you get the best deal possible. Remember that selling your company is a monumental one-time deal that will impact the rest of your life. Consider how much you really want to risk your life’s work in the hands of someone who is not a consummate M&A expert.

7. “Next year, I can sell for more.
Markets can be extremely unpredictable, especially in certain sectors. While timing is important to a sale, it is possible to wait too long and miss out on your best window of opportunity. Working with M&A professionals can help you make better decisions based on reliable data and knowledge, best determining when you should sell.

8. “My business is entirely different.”
It’s not out of the ordinary for a business owner to feel that their company is worth more than it actually is simply because of their emotional connection to it. While most businesses do have their own unique aspects, the reality is that unicorns are rare. You are better off to keep your expectations down to earth, because your business is likely not immune to middle-market norms.

9. “Selling means getting what I want.”
You deserve a deal that delivers on your goals for your future. But remember that a sale is going to have to work for both sides—otherwise you might as well not even consider selling. Many buyers are savvy and recognize when a seller is going to be unreasonable. The best way to fulfill your aspirations is to work with an M&A advisor that knows how to communicate with buyers and negotiate on your behalf while being mindful of how to make the deal enticing for them.

 

Ready to explore your exit and growth options?

10. “I can wait to sell when I am ready.”
If you are seeking disappointment, this is the attitude to have. Waiting until you feel ready is a major pitfall. There are several factors regarding the economy, your industry, and the state of your business that must be considered into the timing of a sale. You might finally be ready, but you may not get what you could have if you went to market at a more suitable time. If you plan to sell eventually, the smart move is to start preparing your business sooner rather than later.

11. “Things are going great. So why sell now?”
Because when your business is trending upward, you are in a much more advantageous position to sell. You are more likely to see increased competition to buy and higher company valuations, and you will be under less pressure to accept any old offer.

12. “My company is ready to sell.”
Properly preparing a business to be taken to market takes quite a bit of work, time and energy. The level of detail that a business owner puts into compiling finances and business records, increasing marketability, planning for the transition, and crafting an exit strategy, directly impacts the salability of a company. If these matters are not in order, your company is not ready to sell.

13. “I must sell 100 percent of my business.”
There are some buyers that are content to providing capital for a minority ownership stake. This type of deal can give you capital to put back into the business and facilitate growth while you still remain the owner. Working with an M&A advisor can help you identify these buyers.

14. “Negotiating is over once I sign the LOI.”
Signing the letter of intent (LOI) is very important, but negotiations do not end there. There will be comprehensive due diligence leading up to the drafting of the purchase agreement. Negotiations continue until the purchase agreement is signed.

Let’s Talk
If you are considering selling your company and enlisting the help of passionate M&A experts like ours at Benchmark International, we are ready to become your partner in success

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5 Qualities The Best People In The M&A Industry Tend To Have

1) Discretion

Privacy and confidentiality are absolutely essential to any M&A deal. Anyone handling or involved with the sale of a business must be trusted implicitly to maintain discretion around all details of the business and any sensitive materials, including intellectual property.

Discretion is also important to ensuring that both employees and customers do not hear that the company is for sale before the intended timing. This can result in unnecessary panic and the loss of clients and valued talent. Sellers should seek out an M&A advisory team that has an established reputation of trustworthiness in such delicate matters. 

2) Passion

The best people in the M&A industry do not just like what they do—they absolutely love it. When you love what you are doing, it is easy to be truly dedicated and passionate about it. That kind of passion translates into the ability to deliver on the best interests of the seller and arrange a deal that helps them fulfill their aspirations for their business and their future. When your entrusted M&A expert is passionate about delivering life-changing choices for you, it will be evident in their actions and the options that they bring to you.

 

Ready to explore your exit and growth options?

 

3) Analytical Thinking

M&A transactions are very complex and require assessment of a great deal of data and financials, knowledge of valuation techniques, the ability to market a company, and many other aspects. Navigating through so many details with precision is crucial to any lucrative transaction. A highly analytical mind is needed in order to process massive amounts of information and develop an accurate and error-free evaluation in every step of the process.

4) Experience-based Vision

In order to sell or grow a company through M&A, there must be a clear understanding of the seller’s industry, the market, the competition, and applicable geographic regions and their related nuances. An effective M&A strategy for maximum success comes with pertinent experience and the ability to define a clear path to creating value and reaching the best possible outcome. A quality M&A partner will have a proven track record with all of these aspects. 

5) Compassion

To be truly successful as an M&A advisor, there should be a compassionate understanding of the client being served. Business owners have worked so hard through their entire lives to build their companies and selling is a very personal, emotional journey. They are going to have fears and doubts that need to be mitigated. Empathy during the process is key to fully understanding a seller’s motivation and goals for their future. It also facilitates better communication and the ability to bring people together. A truly good M&A team will never force a seller into a deal with which they are not 100% comfortable. This requires a willingness to see everything from the seller’s perspective throughout the entire journey.

Contact Us

If you are ready to engage in a deal to sell or grow your company, please reach out to our esteemed experts at Benchmark International. As a passionate and compassionate M&A team, we take a personal stake in formulating the ideal path to achieving your goals and maximizing the value of your business.

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The Biggest Trends In M&A This Year

As we approach the end of 2019, it’s a great time to take a look back at trends in mergers and acquisitions activity that emerged around the world throughout the year. Overall, there was an increase in the number of reported M&A transactions and total deal value worldwide.

Four industries experienced significant increases in deal value from the first half of 2018:

  • Industrial (22.6%)
  • Energy and power (11.2%)
  • Health care (6.1%)
  • High tech (2.8%)

New M&A Motivation

A growing trend that is permeating all industries is the deal activity that is occurring as a result of companies needing to integrate technology into their offerings, altering the business landscape. Companies are being compelled to work with a much wider scope of partners to accomplish their tech-enabled goals. For this reason, we are seeing more non-traditional partnerships with different depths of cross-industry integration. These nontraditional deals include joint ventures and alliances, corporate venture capital investments, and the purchase of minority stakes. An example of these types of alliances in 2019 include Uber Advanced Technologies’ (their self-driving car unit) raising of $1 billion in funds from Toyota, Softbank’s Vision Fund and auto components manufacturer Denso.

First Quarter

During the first quarter of 2019, we saw relatively few cross-border megadeals. This could be because of fluctuating geopolitical factors such as increased trade tension between the United States and China. Amid this year’s early cross-border megadeals was the acquisition of Canadian company Goldcorp by Newmont Mining Corporation, a U.S. company. The deal was a stock-for-stock transaction valued at $10 billion.

In the middle market, M&A activity remained robust through the first quarter. Transaction volume was up slightly over the previous year’s period. Private equity funding and a high level of strategic buyer activity continued to drive deals significantly. Foreign buyer activity increased to account for almost 16% of middle-market deals. 

 

Ready to explore your exit and growth options?

 

Second Quarter

Megadeals heated up in the second quarter of 2019, especially in North America. Of the 21 megadeals announced in the first half of 2019, the highest in value included:

  • AbbVie’s $62 billion buyout of Allergan
  • Fidelity National Information Services $35 billion purchase of Worldpay
  • Saudi Aramco’s $69 billion majority-stake purchase of petrochemicals group Sabic
  • Bristol-Myers Squibb’s $74 billion acquisition of rival Celgene
  • The $121 billion merger of United Technologies and Raytheon

The second quarter also saw an increase in deal volume in the middle market, up from the same period in 2018. Foreign buyer activity accounted for almost 14% of middle-market deals. 

Third Quarter

By the third quarter, global M&A activity dropped 16% year-on-year to $729 billion, the lowest quarterly volume since 2016.

In Europe, M&A activity reached $249 billion, up more than 45% over the same third-quarter time period in 2018. With a 6.4% share of global M&A and $177 billion worth of transactions, Britain was Europe’s biggest M&A market in 2019. This is due in part to the uncertainty regarding Brexit turning companies into bargain acquisition targets. Additionally, Ireland showed strong M&A activity through the first half of 2019 with deal value up 24% compared with the previous year, while later slightly slowing amid economic uncertainty.

Third-quarter megadeals in the U.S. included:

  • The $24.6 billion merger of drug giant Pfizer’s off-patent branded drugs business with Mylan NV
  • Media companies CBS Corp. and Viacom Inc.’s $20 billion merger in an all-stock deal

In the middle market, global third-quarter deals closed totaled $600 billion, remaining on pace with the first three quarters of 2018. The largest of these deals included Norwegian company Equinor ASA’s $965 million acquisition of U.S.-based Caesar Tonga Oil Field.

 

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High Tech M&A

The technology sector continued to be ripe for M&A transactions in 2019. However, we have witnessed a softening in tech M&A activity in the second half of the year. This could be due in part to enhanced scrutiny that tech companies are facing around issues of consumer privacy, regulations, and misuse of market power. Such scrutiny can be the source of some apprehension to invest in these types of businesses.

Among the notable mega tech deals of 2019 were:

  • Apple’s $1 billion purchase of Intel’s modem business
  • Google’s $2.6 billion acquisition of Looker
  • Nvidia’s $7 billion acquisition of Mellanox
  • Salesforce’s $15.7 billion acquisition of Tableau
  • Uber’s $31 billion purchase of their rival Careem

In the first half of 2019, the largest North American middle-market technology deals (each valued at $500 million) included:

  • JPMorgan’s acquisition of InstaMed
  • Envestnet, Inc.’s acquisition of PIEtech, Inc.
  • Kohlberg Kravis Roberts & Co. L.P. takeover of OneStream Software LLC

Globally, the largest middle-market technology deals included:

  • Canada Pension Plan Investment Board and Insight Venture Partners LLC’s acquisition of Switzerland’s Veeam Software AG
  • GEMS Education’s purchase of Ma’arif for Education & Training
  • TPG Capital/Insight Venture Partners’ buyout of Kaseya Limited

Is a Deal in Your Future?

If you feel the time is right to sell or grow your business, our team of M&A advisors at Benchmark International would love to hear from you. We look forward to partnering in your success and making extraordinary things happen for you and your company.

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Common Pitfalls Owners Face When Selling A Business

Not Knowing the Value of Your Business

As important as it is to know the value of your own business, the reality is that 65 percent of business owners do not know their company worth. Valuation is a crucial step in taking your business to market. Simply put, you cannot negotiate the best selling price for your company if you do not know what it is worth.

Selling at the Wrong Time

Market timing is important to a business acquisition because it can directly affect a company’s value based on competition, demand and economic factors. You do not want to rush to sell, but you also do not want to wait too long. Finding this delicate balance is crucial to maximizing your company value prior to your exit. Professional M&A experts can assist you in properly determining the right time for you to sell your business because they have a strong understanding of the markets and have exclusive access to opportunities that can play into the timing.

Lack of Preparation
The most frequent mistake made by business owners in sale is not properly preparing for it. Before taking a company to market, there are several factors that must be addressed. These include detailed documentation regarding finances and profitability, contracts, personnel, exit planning, and other issues that will affect both value and salability. Proper preparation can take anywhere from months to years, depending on the size and complexity of your business. It is smart to seek the guidance of a professional M&A advisor to help you with these details to ensure that nothing is overlooked. 

 

Ready to explore your exit and growth options?

 

Misunderstanding Future Cash Flow

As a business owner, it is easy to focus on liquidity as a result of a deal and fail to consider how timing and proceeds will be factored into your retirement plan and how it conforms to your standard of living.

Studies show that 70 percent of business owners do not know what after-tax income they need to support their lifestyle. 

You need to have a clear and detailed understanding of your risk and liquidity profile to help you discern if and when you should sell your business. This includes the calculation of your net worth by comparing your financial assets with your financial liabilities, sources of cash flow, and income tax liability.

Not Having an Exit Plan

A staggering 85 percent of business owners have no exit strategy—something that every business owner absolutely should have in place. 

Exit planning is extremely important for several reasons. A solid exit plan will help you outline your goals for the future of your business as well as your financial retirement goals. It also helps you determine a timeframe for when you want to sell, can enhance the value of the company, gives you a blueprint for success, and protects you in the event of unforeseen circumstances.

Misrepresentation
Of course you want to portray your company in the best light, but you must be careful to not misrepresent it to prospective buyers. Avoid the urge to inflate numbers, exaggerate projections or try to hide issues. Providing inaccurate information can blow a sale and erode your reputation with other potential buyers, derailing any possibility of a deal. Your honesty and transparency will also earn the trust of investors, increasing the likelihood of a sale.

 

Feeling unfulfilled? Explore your options...

 

Breaking Confidentiality
When selling a business, even if only considering it, it is important to carefully handle who knows what—and when. It will not be a good situation if your staff hears about the sale from anyone other than you or your leadership team and they descend into a panic. You also do not want your customers or clients finding out and jumping ship. Another reason to be careful with confidentiality is because it can affect the sale if a buyer feels that you cannot be trusted or that they are getting damaged goods.

Not Addressing the Transition
Selling a business is a major undertaking and it is easy to get so caught up in the details of the sale that you overlook the transition process that will need to happen after the deal is closed. You will need to work with the acquirer to determine if you need to stay on with the company for a short time to help move the transition along smoothly, or if it will be an immediate exit. There are also other factors that will play into the transition, including how it will affect the management team and the staff. It is important to make plans for the transition completely clear to avoid confusion, frustration and fear of the unknown.  

Is it Time to Sell?

Enlist the expertise of the M&A advisors at Benchmark International as your partners in achieving the highest standards for the sale of your company. Our team will make sure you avoid pitfalls that you are not even aware may exist, and we are dedicated to arranging the very best deal with your goals and best interests as our top priority every step of the way.

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What Drives The Need For Companies To Consider Mergers And Acquisitions

Mergers and acquisitions (M&A) are an ideal pathway to stimulating positive results for businesses such as creating growth, gaining a competitive advantage, boosting market share, or improving supply chains via the consolidation of companies.

Growth Creation

A merger or acquisition is an extremely effective method for growing a company’s market share or creating stability in the market. When one business either buys out or combines with another business, it can result in increased productivity, sales and brand loyalty, as well as improved cost synergy. Having a larger share of the market usually means a company can raise their prices and generate more profits. Growth can be created by access to emerging markets, new geographies, new technologies and the acquisition of intellectual property.

Competitive Edge

In many cases, M&A transactions enable acquirers to grow their market share by eliminating the competition through the purchase of a competing company. In today’s technologically savvy world, the aim to improve tech capabilities and drive innovation is a huge driver of consolidation.

 

Ready to explore your exit and growth options?

 

Acquisition of Talent

In many industries, there is an ongoing shortage of talent. These shortages can obstruct a company’s ability to grow and hamper its ability to serve existing customers. A business can address their pressing need for talent by purchasing another company that has the type and amount of talent that can address their needs. It can also be a faster route to getting the needed talent versus trying to develop it organically.

Economies of Scale

When two companies combine forces to create synergy, the pooling of their strengths tends to bolster overall performance and lower operating costs. This can be especially beneficial in industries that have high fixed costs and require large amounts of capital such as airlines, auto manufacturers, and pharmaceutical companies.

Supply Chain Power

When a business acquires one of its suppliers or distributors, an entire layer of costs can be eliminated. Buying out a supplier is known as a vertical merger. It allows a company to save money on the margins the supplier was adding to its costs. Buying out a distributor enables a business to ship products at a lower cost. These changes can translate to lower costs for consumers, which can increase sales.

Another benefit of a vertical merger is that it gives the acquiring company more control over supply, eliminating the risk of price gouging by suppliers. Depending on the type of business, a vertical merger can also result in improved technologies or expertise.

 

Feel like it's a good time to sell?

 

Increased R&D

When a company acquires another company, they can often make more investment into the areas research and development. Studies show that M&A activity strongly increases the incentive of companies to conduct R&D. This is less so for large firms, as they may buy smaller firms to gain their technology.

Social or Political Influence

In certain industries, there can be a motive to increase social or political influence by gaining a greater stake and, therefore, more of a voice. This can pertain to media companies, newspapers and the like. An M&A transaction can also change public perception of a company. If a company has struggled with negative publicity, an acquisition by a company with a stronger, more positive image can alter public perception of the business.

Bankruptcy Solution

An M&A strategy can be employed to prevent a firm going into bankruptcy and being liquidated, often referred to as distressed M&A. A thriving company may wish to acquire a struggling company with the objective of turning it around and making it profitable. These transactions can be particularly risky, as well as legally and financially complicated.

Research indicates that M&A in bankruptcy is more likely at times when the cost of financing a stand-alone reorganization is expensive relative to the cost of selling the company’s assets to a buyer with internally generated funds or lower capital costs.

Is an M&A Strategy Right for You?

If you are considering selling or growing your company, our M&A experts at Benchmark International would love to hear from you. Our globally connected team is dedicated to helping business owners maximize the value of their companies and complete deals that go above and beyond expectations. Setting you on the path to the future of your dreams is what drives us to do great things.

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How Proper Exit Planning Benefits Both Seller and Buyer

Value For Sellers

Proper exit planning is critical for any business owner that intends to sell their company. When you are going to sell, you must know the amount of money that you will need to have on hand in order to make a comfortable exit, which involves assessing your cost of living. You may need to formulate a plan to decrease your annual cost of living, for example, by downsizing your living arrangements or selling unnecessary luxuries such as cars, boats, or vacation properties.

Selling a company is a complicated venture. There are complex considerations from financial, legal, tax, estate, operational, personal, family, and legacy perspectives. Having professional assistance from a reputable M&A advisor can help you navigate these matters and ensure that nothing is overlooked. They can also help to make the process less stressful and give you peace of mind that your exit plan is a sound one. They will also help you maximize the value of your business in a sale and prevent you from making costly mistakes.

 

Ready to explore your exit and growth options?

 

Also, once you know your number, you can take steps to increase the profitability of the business and make it more attractive. The more marketable your company is, the more prospective buyers you will entice, and they will be higher quality buyers. Another reason that having a solid exit strategy in place will make your company more appealing to buyers is because it shows them that you are serious and have been smart about how you run your business.

There are several options for your exit strategy. You can sell to an outside buyer, sell to an inside buyer, do a partial sale, pass the company onto family, or liquidate the business altogether or over time. Astute exit planning can help you figure out which course of action is right for you.   

Value For Buyers

Exit planning simply primes a business for easier transfer in ownership. An acquirer wants to know what they are getting into regarding how the business will operate after the sale.

  • How involved will they need to be?
  • How much work will be required on their part to grow the business?
  • Will existing customers and clients remain in the relationship?
  • What is the state of the management team and will it remain in place?

A buyer is going to prefer to take on a business that will continue to run seamlessly through and after the transaction.

 

Feeling unfulfilled? Explore your options...

 

Smart for Everyone

When done properly, exit planning gives the seller a clear plan for their retirement and mitigates risk for the buyer so that both parties can feel good about closing a deal. The entire process is about setting concrete goals and following a timeline to keep your exit plan on track so that you can exit on your own terms. Failure to have this plan in place can result in disastrous circumstances, such as:

  • Being forced to sell at an unfavorable time by unexpected events
  • Having your business undervalued and leaving money on the table in a fire sale
  • Wasting time and money on transactions that fail
  • Failing to fulfill your retirement goals
  • Burdening family with matters they are unprepared for and undercutting your legacy
  • Paying more taxes than necessary

Is it Time to Plan Your Exit?

Even if you do not foresee retirement in the near future, it is never too soon to have a plan for the future. It is also extremely prudent and can protect you and your company from unforeseen circumstances. Take the time to do it right. Contact our experts at Benchmark International and begin the conversation about selling your company and your exit plan options. We will work at your pace to achieve your goals and lay out a blueprint for a future that you can feel wonderful about.  

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Why Cultural Synergy Is Imperative When Selling Your Business

When selling a company, of course the numbers are important. You want to obtain the most value in a sale and it can be easy to get caught up in revenue potential and expansion goals. But if you are truly concerned about the completion of a deal and the long-term success of the business, cultural fit between the converging companies is something that should never be underestimated or overlooked. 

M&A Culture Shock

The culture affects everyone in the company, from the CEO and management down to every last employee. Values matter, communication is critical, morale is extremely influential when it comes to productivity, and these topics become even more important in cross-border transactions. Synergy in this respect can directly impact the bottom line of the business. Culture clash can utterly shatter the prospects of the merger or acquisition’s success.Research shows that complementary competencies contribute significantly to the enhanced overall M&A performance.This is why cultural integration must be considered before a deal is done, and why many savvy acquirers have formulas in place to address the fusion of two organizations’ cultures.

 

Ready to explore your exit and growth options?

 

What Defines Company Culture?

The culture of a company is typically outlined by certain key factors:

  • How the company defines essential capabilities and competitive strategies
  • The normal behaviors of leadership and staff members
  • The business’s operating model including structure, accountability, supervisory systems, and day-to-day operation guidelines
  • National and regional customs, observances, language barriers, dress codes, work ethics and ideologies  

Talent Retention is Key

Talent is a major factor in the acquisition of a company, as is the retention of that talent. Cultural fit has proven to be a critical factor in the retaining key talent after a sale due to issues related to autonomy and disruption—all things that should be negotiated upon a transaction. Research demonstrates that giving decision-making autonomy to the acquired business can improve integration and overall acquisition performance. Routines, relationships, and processes that are already embedded in a target company’s culture need to be understood by a buyer to avoid potential disruptions and ensure performance that is conducive to success. This can be especially important in the acquisition of high-tech companies.

Studies have indicated that if national and corporate cultural differences are not properly addressed during pre- and post-acquisition integration, it can have disastrous consequences on the overall success of the M&A transaction.

How Cultural Differences Can Actually Help

Cultural differences in cross-border transactions are not always a bad thing. It has been demonstrated that these differences can actually enhance the competitive advantage of the combined firms when cultural integration is properly handled. These benefits include:

  • Access to distinct and valuable capabilities that may be rooted in the different cultural environment
  • Development of deeper knowledge structures
  • Lessened inactivity within the organization
  • Excellent source of learning, innovation and value creation
  • Greater manager involvement in social and cultural factors that are sometimes overlooked in domestic M&As 

“Cultural learning” can change negative stereotypes, create positive attitudes, and improve communication between the two companies. For this process to work, there should be a controlled dispersion of information between parties that enables them to obtain accurate information about each other in a constructive way. This eliminates misconceptions and shines a light on actual differences that can be seen as the best aspects of both cultures.

 

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Culture & the Due Diligence Process

Due diligence is crucial to every M&A deal, and this includes assessment of the cultural factors that may have impacts on the transaction and its success. Some questions to consider include:

  • Does the target company have the right talent to carry out the acquisition strategy?
  • Which team members are essential to continued value?
  • What are potential deficiencies within management that can hinder long-term success?
  • What is the overall cultural compatibility between the two organizations?

Cultural differences that can be deal killers need to be identified as early in the process as possible, keeping in mind that cultural differences can, in some cases, be beneficial. In any case, cultural differences should never be disregarded. Because they are so important to the success of a deal, they must always be evaluated and effectively managed.

Ready to Sell?

If you feel the time has come to sell your company, start the process off right by reaching out to the M&A experts at Benchmark International. Not only will we help you craft a winning exit strategy and use our global connections and proprietary methodologies to find the very best match for an acquirer of your business, but we can also ensure that you achieve cultural synergy before a sale. As a global company, we understand the importance of culture and know exactly what to look for in the alignment of two organizations.

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Check Out Our Newly REDesigned Website!

Benchmark International is very excited to announce the launch of our newly redesigned website - https://www.benchmarkintl.com/ 

Featuring a brand new look, and more customized information, we have built our new website with you in mind!

The streamlined user interface allows you to find the information you are looking for more quickly and efficiently than ever before! You can browse the website based on your interests and goals, meet our team, learn more about our services and success, and see how we give back to our communities. You can also browse resources, webinars, workshops, and articles relevant to you within just a few clicks. 

Check out our new website here

We can't wait for you to dive in and explore the new website. We hope you enjoy the fresh look and find that this portal serves as a valuable resource for you. 

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Don’t Delay Your Exit Strategy

In the latest to happen in the rollercoaster that is Brexit, another delay has been granted to the UK with EU members agreeing to an extension until the 31st January.

Meanwhile, reports from the EU are warning that economies may be falling into a recession with the potential decline in part due to Brexit, with countries particularly struggling when dependent on exports.

Despite this, M&A activity has not halted as there are still plenty of opportunities as it’s a way for companies to grow and develop and dealmakers are always on the lookout for strategic acquisitions. In fact, while dealmakers may be cautious and their timelines may be extended on deals, the uncertainty caused by Brexit has carved opportunities for dealmakers as they are ready to take advantage of factors such as the weak pound sterling making for cheap UK assets. This has resulted in the corporate mid-market remaining relatively robust with last year’s figures at record highs.

Feel like it's a good time to sell?

Therefore, if thinking of an exit strategy the time to act is now before it is too late. Potential recession could be a sign of things to come and while M&A has prospered so far despite Brexit, too many business owners are leaving their planning for Brexit until the last minute to wait for certainty from politicians. If certainty is guaranteed, this could lead to the market becoming saturated once a deal has been agreed or, if uncertainty continues to persist more and more economies could fall into recession – so it’s best to strike while the iron is hot.

Still unsure if now is the best time to sell? Read the below: 

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There is a Buyer for Every Business

“I am in a niche market space.” “Who would want to buy my business?” These are just a couple of the concerns that owners have when putting their business on the market for sale, which often leads them to limit the types of prospective buyers. However, business owners should not limit themselves to one particular type of buyer. The various buyer types often have different acquisition strategies and end goals. Receiving offers from each type enables sellers to explore the best of all options. Investment banks commonly group buyers into three main categories: Strategic, Financial, and Individual.

Strategic Buyer

Strategic buyers are typically the first group that owners will think of when deciding who will have an interest in acquiring their business. These are businesses that are similar to the seller’s and can include competitors. Within this category, horizontally-integrating strategic buyers seek to increase their market share through segment expansion, such as adding new regions, new markets, or a new customer base. This could be a buyer that is located on the opposite side of the country seeking expansion through acquisition to reach a new customer base. On the other hand, Vertically-integrating strategic buyers desire to expand their internal capabilities, such as bringing a portion of the supply chain in-house. For instance, a distributor may be seeking expansion by bringing manufacturing in-house. This allows the company to reduce costs and become less reliant on critical or high-risk suppliers. This works for all levels of the supply chain from the manufacturer to the service provider. A strategic buyer can come in many forms, each with their unique set of goals for a transaction, which will drive deal value.

 

Ready to explore your exit and growth options?

 

Financial Buyer

Financial buyers are the next main type of prospects buying businesses. The most common buyers in this category are private equity groups. Private equity buyers seek a return on the invested capital for their investors. A private equity group can bring resources that a strategic buyer may not have access to, such as growth capital, strategic management resources, and new growth opportunities. While some of these groups aim to grow the business for a period and then resell the expanded operations for a gain, others seek to buy and hold, with no plans to resell. Typically, these buyers will invest in industries where they have experience and can bring new ideas and opportunities to a business. Sellers often think that private equity groups only look at very large businesses to acquire but that is not the case. Private equity buyers often seek add-on acquisition of all sizes. The add-on can be any business that has synergies with their larger platform companies, which can expand operations, geographic coverage, or fill small gaps in the portfolio. For example, a private equity firm that has a large HVAC platform business may add on several smaller HVAC companies throughout the supply chain. The private equity buyer that is adding on to an existing platform has similar operations in place and can therefore be thought of as both a financial and strategic buyer.

Individual Buyer

The third category of buyers that play a role in the M&A community is an Individual Buyer. These buyers seek businesses to own and sometimes also to operate. Individual buyers span all industries and have various goals for the acquisition. There are many ways an individual can finance a transaction, including high net worth, commercial bank loans, SBA loans, and investment sponsors. When the individual buyer is an entrepreneur that uses funds from investors in order to search for, acquire, and personally operate one company, this is referred to as a “Search Fund” model.  Search Fund investment vehicles often have several operators, sometimes referred to an entrepreneur in residence, simultaneously seeking businesses in which they can take a day-to-day leadership role. The goals, value propositions, synergies and valuations of this buyer group varies significantly, and can often produce the best cultural fit for a departing seller.

There are companies, investors, firms, and individuals, both domestically and internationally, seeking to acquire businesses in all industries and of all sizes. Likewise, sellers have varied goals for a transaction and no single buyer type is guaranteed to align with those goals. There are countless prospective buyers and, by considering all types, a seller and his or her broker will uncover the right buyer.

 

Feeling unfulfilled? Explore your options...

 

Contact Us

Contact Benchmark International today if you are ready to sell your company, grow your company, or explore your M&A strategies. Our team of M&A experts will guide you every step of the way and will make you feel at ease that you are going to get the best deal possible.

 

Author
Nick Woodyard
Associate
Benchmark International

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

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Why You Shouldn’t Wait For The New Year To Sell Your Company

A new year always conjures up the feeling that it’s a clean slate, so that may seem like a good time to take your business to market. And, yes, timing is everything, but waiting for the new year could mean that you miss out on the opportunity to get the maximum value for your business.

Get Ahead of Economic Uncertainties

No one can say for sure what the state of the global economy will be next year. But we do know what it is NOW. These are certainties that we know, understand, and can work within. We know what M&A strategies can be advantageous today based on the level of:

  • Buyer demand
  • Bank generosity
  • Current valuations
  • Tax breaks
  • Interest rates
  • Retiring competitors
  • Inflation
  • Political unrest

It is not uncommon for business owners to want to postpone a sale with hopes that they can sell at a higher price in the future. This can be a dire mistake. 

 

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Waiting too long could mean that you end up trying to sell during a recession, a down cycle, or under other unfavorable circumstances that result in you not getting all that your company is truly worth. It can also mean that if you miss out on your ideal window of opportunity, you may have to wait five to seven years for such an opportunity to arise again.

Take Advantage of a Seller’s Market

What may be a seller’s market today, can just as easily become a buyer’s market tomorrow. If you decide to wait, you could end up losing your upper hand as a seller. There are millions of business owners that are approaching retirement age and if there is an influx of these sellers onto the market, it can result in increased competition and buyers will enjoy having their pick of the litter. That also means lower valuations for your company. You can easily get out in front of this scenario by not hesitating to start the process.

According to the Pew Research Center, 10,000 Baby Boomers will celebrate their 65th birthday every day through the year 2030.

Act Early for a Patient Process

Patience is a virtue, especially when it comes to selling a company. Ironically, getting into the sale process sooner rather than later will afford you the ability to be patient through the process. If you wait too long and end up in a situation where you are panicking to sell your company, buyers will sense your desperation and will try to low-ball you on a deal. By demonstrating to buyers that you have been carefully considering and planning for this, rather than appearing to just “want out” without an exit or succession plan, it will likely increase your sale price. 

 

Feel like it's a good time to sell?

 

Test the Market

Maybe you are feeling too uncertain about selling now. Keep in mind that you can always test the market. Prepare your company for sale, put it out there, and see what kind of offers you get. You might find that there is interest in your company that you were not aware of, and eager buyers might come to the surface, surprising you with offers that are hard to turn down. In the case that the offers are lower than what you were hoping for, you can simply take the company of the market for the time being and wait for a better time.

Ready to Talk?

The process of selling a business can take several months. Even if you are simply considering a sale, reach out to one of our M&A advisors at Benchmark International to start the conversation. We can help you get a better understanding of the market timing, if you feel that you are ready to sell, and what exit strategy is right for you. We also understand that you have worked hard to build your business, and parting with it is going to be an emotional process. That is why we always work in the seller’s best interest, working relentlessly to arrange a deal that is the absolute very best for you and your family and with which you feel truly comfortable.

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Webinar: How To Navigate A Deal With Private Equity Funds And Be Successful

For many sellers, the notion of selling the business they built from the ground up to a private equity fund is unimaginable. Many have heard horror stories from their friends, perhaps read books about the pitfalls of private equity buyers, and may even have some personal experiences. While dealing with private equity funds can be problematic for sellers, they often also are the best, most logical buyer. They are well-funded, so there is little risk the deal will fall through because of the inability to fund. Also, today’s private equity funds generally will leave their portfolio companies to operate free of interference, only offering support, guidance, and growth capital. However, if unrepresented by a capable M&A advisor, sellers can run into many problems in the midst of a transaction with a private equity fund. 

What are these pitfalls? Here are a few:

  • There’s a pronounced gap between what is expected from the fund as it relates to data and what is readily accessible from the seller. How do you bridge that gap?
  • Be aware that Private Equity math is very complicated. Will they bring leverage to the transaction? Where will that debt sit? Will it appropriately dilute their equity? What is a Net Working Capital Peg? How is it calculated? How can buyers use it to erode deal value?
  • How do you know that the deal being offered is competitive with what is out there in the market? PE Funds buy companies for a living, so they are very shrewd negotiators.
  • Due diligence in PE deals is very rigorous. While diligence is a fact of life in all deals, how do you know that a buyer's request is reasonable? How do you know that the timing of each diligence item won’t interfere with your business?

Fear not. An experienced and capable advisor can help you navigate through each of these obstacles. In this webinar, we will discuss the pros and cons of partnering with a Private Equity fund and pay particular attention to how best to handle the complexity these deals inevitably introduce.

Click here to Sign Up For the Webinar

Hosts:

Dara Shareef
Managing Director
Benchmark International

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Break Beyond Limitations – Become a Generalist

Although prior knowledge of how to approach a particular problem helps us to some extent, it can largely hinder our decision making process. Instinctively, the human mind causes us to succumb to second guessing ourselves and making a decision out of fear, rather than from intuitive knowledge. Additionally, the human mind also has a predisposition towards cultivating an inside-view during decision making. An inside view considers a problem based upon the surface level information of the specific task at hand, and makes predictions based upon the narrow set data points relative to the problem. Comparatively, an outside-view draws upon similar or even distant analogies to the problem at hand, by purposely setting aside information relative to the problem, in a conscious effort to minimize biases. 

We allow fear to control our actions and decision making. Sometimes, we may not even know it because we have done such a good job at convincing ourselves otherwise. We think of the future and obsess over adverse outcomes that can happen as a direct result of our actions. We are cautious and methodical, intentionally as to not make the “wrong decision.” This is how we involuntarily hedge our own personal risk. Often, this fear serves a constructive purpose, enabling us to safeguard our assets. But sometimes, this developed habit can act as a mental barrier to sound decision making when fear inhibits our ability to approach problems differently. Research suggests that approaching a problem with the same mindset developed from previous problems that are similar, may actuallyinhibit our ability to make the best decision or the correct valuation. Sounds counterintuitive doesn’t it? That’s because our brains are hardwired to draw upon our learned experiences when problems and solutions repeat. To approach a problem differently poses a risk, so naturally we develop a habit to approach the same problem in the same way despite how greatly the variables of each situation change. By critically evaluating past events, and applying previously learned knowledge gained from similar experiences, we are limiting our problem-solving abilities.

 

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The trouble in using no more than one analogy, particularly if it is a similar situation to the problem at hand, is that it does not help battle the inside view since we make judgement on the narrowed details that are the most apparent to us. The outside view is deeply counterintuitive because it causes the decision maker to ignore unique surface features of the current project, of which they are the expert.

In 2012, University of Sydney business strategy professor Dan Lovallo conducted an inside-view research study, to test the idea that drawing upon a diverse range of analogies would naturally lead to an outside view perspective and improve decisions. They recruited investors from large private equity firms who regularly consider potential projects in a variety of domains. The researchers believed that the investors’ expansive experience might have naturally lent itself to the outside view. The private equity investors were instructed to assess a real project they were currently working on and write down a batch of other investment projects they knew of with broad conceptual similarity. The results showed that the investors estimated a 50% higher return on their own project than the outside projects they had identified as conceptually similar. The investors initially judged their own projects, where they knew all the details, completely differently from similar projects to which they were outsiders. This is a widespread phenomenon – the more internal details you learn about any particular scenario, the more likely you are to say that the scenario you are investigating will occur. Therefore, the more internal details an individual can be made to consider, the more extreme their judgment becomes. The results of the study suggest that broad conceptual similarities should be considered when making a decision. In Range, author David Epstein argues that referencing distant analogies relative to the problem at hand, enables the highest rate of successful decision making. The outside view probes for deep structural similarities to the current problem relative to different problems. One way to achieve sound decision making is to develop self-awareness of the natural inclination to make self-proclaiming assumptions, and the limitations of becoming buried in details that may inhibit optimum decision making.

Additionally, possessing a diverse range of experiences enables the decision maker to be better prepared to approach any given problem with a broader mindset. With the work world changing faster than it did in the past, it is essential to broaden your specialty in order to optimize your decision making ability and expand your knowledge across a variety of domains. The people who make the biggest impact have a diverse background of prior experiences within their intellectual toolbox to draw upon when determining the best solution for a problem at hand. In 2016, LinkedIn conducted a study to analyze the career paths of 459,000 members to determine who would become an executive. One of the best predictors is the number of different job functions an individual had worked within a given industry. The study concluded that each additional job function provides a boost that, on average, is equal to three years of work experience. Therefore, to optimize your decision-making ability and create competitive advantage in the ever-changing workforce, take on new challenges and roles to strengthen your weakest abilities and become as well-rounded as possible. For us to be the best for our clients, we must approach each problem with a broad and open mind, while being cognizant of the transferability of our past experiences. Each experience has added value to who we are and has shaped our unique insight. The reward of learning a new skill develops new habits, strengthens the mind to overcome the fear of doing something new, and enables us to become the best version of ourselves for our clients.

 

Author
Jordan Stenholm 
Transaction Support Associate
Benchmark International

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

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How A Sovereign Credit Downgrade Might Impact M&A Activity

While still managing to avoid a downgrade in April, South Africa has found itself at a crossroads of uncertainty since Moody’s Investors Service’s bleak budget reaction that sparked junk status fears for the country.

The speculation about the credit downgrade has been amplified by the fact that South Africa is in the middle of an election year – a factor that has also been blamed for a decrease in foreign investors’ confidence in the South African market.

An analysis of mergers and acquisitions (M&A) activity pre-and-post downgrades in Brazil and Greece suggest that although foreign investment will not end, investors do adapt their investment portfolios to align to the parameters of their investment mandates. 

Government bonds and treasury securities become largely un-investable instruments post a sovereign downgrade. However, statistics suggest that while capital outflows are a reality, some funds do remain behind in these countries, and new funds do flow in. These investments will naturally seek viable and alternative high-return investment opportunities – options often presented by M&A. One theory that emerges from this analysis is that mature economies have more stable but lower growth rates. While developed economies also represent a seemingly lower risk, they do not offer sufficiently high returns.

In order to achieve the required overall return on investment in a risk-on environment following a credit downgrade, fund managers will inevitably still require some form of investment in emerging markets.

 

Is transformation important to your business?

 

In order to understand the impact a credit downgrade has on M&A activity in a country, we compared M&A activity as reported by Zephyr, a Bureau van Dyk company that offers a database of deal information.  

We compared M&A activity before and after a credit downgrade in Brazil, which has a similar economy to South Africa due to slow growth and political instability in both countries, as well as in Greece. The raw data suggests that a catastrophic capital flight is unlikely because the sums invested may be lower and the investment profiles between the countries are different. But opportunity abounds and returns remain strong as there exists a direct correlation between risk and reward.

According to Trading Economics, Moody’s was the first to downgrade Brazil in September of 2014 for political and economic reasons. Fitch Ratings followed suit with a downgrade in April 2015. In July 2015, S&P downgraded the country too.

The Bureau van Dyk / Zephyr data looked only at transactions where the targets were Brazilian companies and considered deals that were both completed and announced each year. The transactions analysed include mergers, acquisitions, institutional buy-outs as well as venture capital and private equity.

It is evident from the data that the volume of transactions was relatively flat after the first downgrade by Moody’s in 2014. The volume of transactions decreased by approximately one-third after the remaining agencies downgraded the country in 2015.

While the total value of transactions reported also decreased, it is evident that the average transaction value in 2017 was similar to 2015.  For example, the average value per transaction in 2015 was R973 million and R929 million in 2017. On a cursory view, transaction values held up well after the Moody’s downgrade.

Analysing the data for Greece, which was downgraded in 2010, the following graph illustrates the effect on both volume and values reported by Bureau van Dyk over a similar period to Brazil.

The data illustrates a clear downward trend in M&A deal values over the period of the financial crisis in 2008, 2009 and well into 2010. While there was an initial slump in volumes and a slight decrease in value immediately after the downgrade in 2010, it is only 2017 that has subsequently underperformed the deal values as they were similar to levels seen in 2010. Again, the average deal size in the period following a downgrade is shown to have increased.

In conclusion

The data analysed makes no currency or inflation-related adjustments. And the data, being Euro-denominated, indicates that the M&A sector remained resilient even after credit downgrade events.

Although Moody’s did not downgrade South Africa to junk, the data from Greece and Brazil does indicate that deal flow will not evaporate should this happen. Volumes may initially drop but average deal values can be expected to increase.

While we continue to work to avoid it and acknowledge the punitive impact thereof, the statistical reality is that a downgrade is not likely to be as detrimental for the M&A sector as otherwise perceived.

 

Author
Andre Bresler
Managing Partner
Benchmark International

T: +27 (0) 21 300 2055
E: bresler@benchmarkintl.com

 

 

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M&A In The Global Mining Sector

The Role of Mining in the World

The global mining sector employs millions of people worldwide and its role in the global economy continues to significantly evolve. Standard functions in the mining industry include production of metals, and metals investing and trading. Additionally, there is a strong correlation between the global mining industry and other industries. For example, elements such as copper, nickel, and aluminum are core components used in the construction, aviation, automobile and other industries. In areas where mining is more concentrated, the industry plays a more important role in local economies.

According to the International Council on Mining and Metals, at least 70 countries are extremely dependent on the mining industry, and most low-income countries rely on it to survive. The same study shows that in many low-middle income countries, mining accounts for as much as 60-90% of total foreign direct investment.

Increased populations and urbanization drive the demand for growth in mining activities, as there is more demand for cars, buildings, and consumer products.

 

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M&A Challenges and Considerations

Mergers and acquisitions can be intense in the global mining industry. They are heavily influenced by timing, fluctuating commodity prices, supply uncertainties, and come with many variables depending on transaction size, volatile markets, and the geo-location of the mine. There are certain considerations that are unique to the industry:

  • Mining projects can have limited lifecycles depending on the availability of deposits.
  • Mines cannot be relocated to areas that may be more beneficial economically or politically.
  • Because there are great technological and geological constraints, mining companies are not able to adjust production to increase revenue.
  • Funding is less readily available, access to bank financing is limited, and investors tend to be more cautious and selective.
  • Countries may have greater government regulations, and indigenous mining agreements designed to mitigate negative effects and to share the benefits from commercial mining activity.
  • In some parts of the world, there are human rights concerns, increased policing for corruption, and environmental impacts.
  • Once the ore is extracted, mine closure procedures can take several years, in turn, expending money and labor for activities that are not yielding any profits during that time frame.

Gold Mining Sector 

The gold mining industry is known for placing a high premium on growth. As of 2019, analysts reported that the leaders of gold mining companies say that they find mergers and acquisitions to be an easier path to growth than exploring for new untapped deposits underground. Modern M&A deals in the business of gold mining now focus more on capital efficiency and operational excellence, with heavy emphasis on evaluation of the management team.

Copper Mining Sector 

Copper is an essential metal needed by industrial economies. Globally, the copper mining industry is one of the leading metal mining markets. The continued innovations in battery technology continue to attract investment into metals such as copper, which plays a critical component in the function of batteries.

Coal Mining Sector

Coal has been widely used to provide power since the Industrial Revolution in the 1800s. In the 21stcentury, coal mining faces new challenges alongside the pursuit and popularity of renewable energy sources. At the same time, innovation in the coal mining industry remains alive. New, state-of-the-art technologies are being developed. Sophisticated robotic mining machinery and computerized systems are being used to streamline mining and boost production to unprecedented levels. And industry leaders are looking into new uses for coal beyond its long-standing role in the energy sector. An example is the development of carbon fiber, currently used in the aerospace field, and potentially used in prosthetics, electrodes, 3D printers, and more.

 

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Shared Buyer and Seller Risk

In the mining sector, both buyers and sellers alike face risks of deal failure, but are more likely to see success if a strategic plan is followed. Two of the most important factors are pricing efficiency and post-sale integration. Both buyers and sellers tend to be more cautious in this industry.

  • Sellers should expect buyers to be on the lookout for the risk overpaying for your company, not being able to integrate the company as efficiently as possible, and dealing with issues such as uninsured legacy liabilities. Buyers may become interested in underperforming assets because they have more experience and access to financing that the existing owner, as well as better government relationships, a different risk profile, and the option of consolidation with existing mines or facilities.
  • Sellers risk facing purchase price disputes and post-deal issues with warranty and indemnity claims. Plus, fluctuating markets, especially in mineral-rich regions such as Africa, can make valuation difficult.

If proper precautions are taken to understand and avoid these issues, overpayment or post-close surprises can be averted. Other benefits that come with proper preparation include improved sale and purchase agreements, smoother integration, and more efficient corporate governance. Enlisting experienced M&A advisors as early on in the process as possible can aid in significant mitigation of transactional risks.

Contact Us

Please feel free to call us at Benchmark International to set up a conversation with one of our M&A specialists if you are thinking about selling a business. We look forward to discussing how we can help you with growth strategies, exit planning, or any type of transaction advice you may need.  

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M&A In The Hotel, Lodging & Hospitality Industry

Hotel and hospitality brands have an insatiable appetite for rapid growth and there is an endless ongoing battle for global share. Because the industry is highly fragmented and brand driven (the top hotel brands only account for a third of rooms worldwide), mergers and acquisitions are always on the table as a key growth strategy. Since 1985, there have been more than 13,800 deals in the hotel and lodging industry, valued at $809 billion.

Studies have shown that, on average, lodging M&A is unique versus those in other industries because both the target and acquirer are better off following a merger.

Hotel M&A Value Drivers

There are several value drivers when it comes to hotel brand M&A.

  • Strategic value drivers include more customer offerings, the creation of new markets, and further reach into existing markets.
  • Operational value drivers include factors such as expanded loyalty programs, consolidated corporate teams, and improved technologies and reservation systems.
  • Additional key value drivers of a hotel brand include the integrity of its global trademark portfolio, and the value of both existing and potential management/franchise agreements and real estate portfolios.

 

Ready to explore your exit and growth options?

 

Clearing Hurdles in Hospitality M&A

It is not uncommon for various issues to arise during M&A transactions between hospitality companies. However, taking the proper steps can alleviate these concerns.

Clarify intellectual property.

Portfolio expansion through the acquisition of additional brands is a major reason for many M&A transactions within the hotel sector. In these cases, the target company's ownership of its intellectual property is very important to buyers, so it is just important to sellers. This is where third-party ownership claims can arise as an issue in a transaction. If a hotel brand shares valuable restaurants or other brands with a third party, and there is any chance that the third party could claim ownership of any interest in the brand, it can significantly devalue the brand and the target company. Ownership agreements must be adequately and clearly documented before entering into an M&A transaction. It is going to be crucial to the accurate valuation of the company.

Protect your data. 

Technology is integral to every step of the hotel booking process, which is why, as a seller, you can expect buyers in M&A transactions to heed the risks and liabilities surrounding the target company's data protection and cybersecurity practices, and its compliance with governmental regulations. There are web and mobile bookings, check-ins, complicated reservation systems, and even customer review websites to consider. Due diligence in regard to detailed data protection and cybersecurity at length is imperative. In order for a target company to maximize its value, management should thoroughly review its current compliance with existing regulations and take all precautions to ensure best practices are in place to minimize exposure to potential data breaches.

 

Feel like it's time to slow down?

 

Minimize withdrawal liability. 

Large hoteliers and hospitality companies typically have unionized employees covered by collective bargaining agreements that require contributions to one or more multi-employer plans. Withdrawal liability can occur when an employer has a significant reduction in union workforce, a complete union workforce reduction, or a withdrawal of all employees from a pension plan as a result ofthe event of a change in management or a sale of a hotel. Labor laws vary by country, but it should still be noted that there could be issues with determining whether the hotel owner or manager is the employer by legal definitions in that reason (for example, the Employee Retirement Income Security Act of 1974 [ERISA], in the United States). Multiemployer plans have the ability to disagree with who is considered the employer, and assess withdrawal liability on the party it determines is the employer. To mitigate the risk of withdrawal liability, all parties should consider who is the employer for labor law purposes, and who bears the liability under the management agreement.

Contact Us

Working with an experienced M&A advisor is a game-changer in minimizing risk and closing a successful deal. We look forward to hearing from you about your interest in M&A as a seller of a company in any industry. Our global M&A experts are waiting for your call.

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10 Facebook Pages About M&A To Follow

Benchmark International

@BenchmarkCorporate

Benchmark International is a leading worldwide M&A advisory firm that specializes in the lower to middle markets. On the company's Facebook page, you will find regularly updated news and information regarding the organization and its involvement in the world, as well as relevant topics and insightful articles regarding different industries, topics in M&A, and additional useful information for entrepreneurs, business owners, business buyers, and anyone eager to learn more about M&A.

 

M&A Leadership Council

@MALeadershipcouncil

The M&A Leadership Council is a global alliance of companies and experts in everything related to mergers & acquisitions, including best practices, training and certification, resources, and information about M&A companies. Their Facebook page offers a nice compilation of content that is relevant to people working in M&A, as well as CEOs and business owners, and it keeps followers updated on interesting events.  

 

The Middle Market

@themiddlemarket

This M&A-focused page offers breaking news, in-depth commentary, and helpful analysis about deal making in the burgeoning middle market. It is frequently updated with information regarding current deals that are being made or have been made, and articles that focus on other happenings in certain industries, as well as M&A events.

 

Entrepreneur

@EntMagazine

This popular publication caters specifically to entrepreneurs and topics relevant to them, offering tips, tools, and insider news to help businesses grow. Here you will find occasional articles regarding M&A news and insights mixed in with a wealth of other quality information that is relevant to business leaders.

 

Institute for Mergers, Acquisitions & Alliances

@imaa.institute

IMAA is a global, non-profit M&A think tank and educational provider. They offer M&A trainings and workshops for executives worldwide, and offer the only globally oriented M&A Certificate Program. Their Facebook page is frequently updated with information and coverage regarding their events, as well as news and opinions on M&A from around the world.

 

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Harvard Business Review

@HBR

Founded in 1922, Harvard Business Review promotes smart management thinking for business professionals worldwide through reliable insights and best practices, with the ultimate goal of making leadership more effective. Their Facebook content spans a myriad of business-related topics and news, including happenings in the world of M&A.

 

Morningstar, Inc. 

@MorningstarInc

With a mission to power investor success, Morningstar is a top provider of independent investment research in North America, Europe, Australia, and Asia. It provides data and research insights on a range of investment offerings, including managed investment products, publicly listed companies, private capital markets, and real-time global market data, and their Facebook page reflects these related topics.

 

Investopedia

@Investopedia

For 20 years, Investopedia has provided educational information on complex financial concepts, investing, and money management. While not exclusive to M&A, on their Facebook page you will find a variety of topics covered that are relevant to businesses of all types, stocks and the economy, including articles that delve into mergers, acquisitions, trends, and historical transactions.

 

CNBC International

@cnbcinternational

The self-proclaimed "home of all things money" network is a leading business and financial news organization that reports stories from around the world. Here you can access real-time market coverage and news related to careers, entrepreneurship, leadership, personal finance, and mergers and acquisitions.

 

Seeking Alpha

@Seekingalpha

Seeking Alpha is a substantial worldwide investing online community, and their Facebook page is a great extension of their online presence. The platform connects millions of investors and money managers every day regarding news and investment ideas. They handpick articles and podcasts from the world's top market blogs, money managers, financial experts, and investment newsletters, publishing approximately 250 articles daily. 

 

Contact us

Contact one of our analysts if you are ready to start a conversation about M&A for your business.

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A Trip Back in Time: M&A 20 Years Ago

The year was 1999. The world was transforming thanks to new technologies, and society was bracing for what Y2K and the millennium bug might bring. The popularity of the Internet was skyrocketing, and home computers were becoming a necessity rather than a luxury. Napster, Blackberry, Tivo, and Bluetooth were introduced. The "Melissa" E-mail Virus infected millions of computers and caused more than $80 million in damage globally. The Euro currency was established in 11 countries. The cost of a gallon of gas was $1.22. Bill Gates became the wealthiest man on earth, and Jeff Bezos was named Time Person of the Year. But what about the world of mergers and acquisitions twenty years ago?

1999 M&A in Review

The year 1999 was known as the year of the hostile deal. Strategic refocusing of companies was at an all-time high. Companies were motivated to act quickly to fend off larger rivals. The philosophy was that the bigger a company became, the more dominant it would be in the market.

  • Total worldwide mergers and acquisitions grew from $286.9 billion in 1991 to $3.2 trillion in 1999, with a total of 24,436 transactions that year.
  • Also in 1999, worldwide hostile deals reached more than $473 billion in dollar volume representing more than 14% of all announced worldwide deal value.
  • There were 9,192 M&A transactions valued at $1.4 trillion in the U.S alone, including 15 hostile deals valued at $112.7 billion.
  • Deals valued at over a billion dollars increased from 13 in 1991 to 194 in 1999.
  • There were 47 transactions valued at more than $10 billion worldwide in 1999.

 

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Making M&A History

Several of the biggest M&A deals in history took place in the years 1999 and 2000.

  • Vodafone AirTouch of Britain negotiated the hostile $183 billion merger of Mannesmann of Germany. This all-stock transaction set a record for a corporate takeover.
  • Also in 1999, Exxon and Mobil merged to become an energy industry superpower.
  • In January of 2000, America Online's announced the $165 billion purchase of Time Warner.
  • The same year, Pfizer acquired Warner-Lambert for $90 million, creating the second-largest drug company in the world.

These four deals are among the world's largest mergers of all time. 

Tech & Communications Revolution

The years of the mid to late 1990s were an economic game-changer. The tech and communications revolution certainly had a major impact on M&A activity. It stimulated the globalization of markets by improving cross-border communications and transactions, and it enhanced capabilities in modeling cash flows and structuring transaction scenarios. It also resulted in a boom in new business launches and the reimagining of established businesses.

1999 was the height of the Information Age, and the dot-com tech bubble was fatter than ever. Markets were booming. Dot-com startups were going public. Online shopping was becoming an actual thing. People were quitting their jobs to engage in full-time day trading and personal investing. We saw the rising popularity of online companies such as eBay, Amazon, Yahoo!, AOL, Match.com, and WebMD.

Of course, the bubble burst, leading to the early 2000s recession. Many online companies went under, and other major corporations lost a large portion of their market cap. Pets.com lost a whopping $1.75 trillion in value only nine months after its IPO.

Unfortunately, the dot-com crash also led to the telecoms market crash of 2001. Telecom providers over-invested in their networks, and mobile phone companies overspent on 3G licenses. The high levels of infrastructure investments were out of proportion to cash flow, and increased competition led many telecoms providers to slash prices for services, especially in the European market. Within one year, 100,000 jobs were lost in telecoms support and development across Europe.

Now vs. Then

The recession in the early 2000s cooled M&A activity for obvious reasons. The good news is that 2019 has actually been the most dynamic year for M&A activity since the year 2000, driven by a surge in North American deals. CEO confidence is on the rise, and investors are showing a willingness to take risks.

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How & When To Explain To Your Employees That You Are Selling Your Business

You’ve decided to sell your company, but when is the right time to tell your employees? And what is the right way to tell them? The conversation may not be easy, but if you follow a few simple guidelines, you can ensure that you handle it to the best of your ability.

Have a Plan

You should already have an exit strategy in place when you are selling your business, but that is your own personal exit plan. You should also think about how the process will affect employees. Develop a clear timeline of how you expect the deal to progress and when you will meet with your staff about it. You do not want to come across as confused and unsure about the process. The more confident you are in explaining it, the more confident they will be about it being a good plan for them as well. You may also want to consider when to introduce the new owner. By having the staff meet the new boss, you can dispel a great deal of anxiety. The best time to do this is AFTER the deal is done, in the event that the deal falls through. Otherwise, you are introducing them to someone irrelevant, adding confusion and instability. 

Wait Until the Deal is Done

It can be tempting to share your plans with employees early in the process. But if you disclose your plans too soon, you are opening yourself up to risks that can tank a deal. Employees can get scared into finding another job. Vendors and clients can get nervous and jump ship. These are all scenarios that are not in your best interest, as the health of your business is an essential aspect of a sale. By waiting until a deal is in place, you can avoid telling your employees false information when things are still subject to change.

 

Ready to explore your exit and growth options?

Tell Management First

Depending on the size of your business, you will likely want to inform key management before telling anyone else in the organization. They are going to need to fully understand the transition because you are going to need their support. They can help you maintain clarity when employees go to them with questions. If management is clear on what is going to happen, they can keep employees calm and properly informed.

Be Accessible

Once you’ve made the announcement, you must remain proactive in answering employees’ questions. It can also be important that they hear any news directly from you versus rumors around the water cooler.

Provide Written Communication

By creating a document that outlines pertinent points about the deal and the transition, employees can reference it following the announcement if they do not recall something. It also provides them with something concrete so that you are not leaving details up to their imagination.

Do Not Overpromise

Once you sell the company, you will no longer have control over what happens in the day-to-day business operations. It is important to express to your employees that you care about their futures and that you took the proper steps of protecting them when brokering the deal with the new owner. However, you want to avoid making promises that you will not be around to honor.

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5 Things Sellers Wish They Had Known Before Selling Their Business

You’ve decided to sell your business. Congratulations! Whether you are retiring, looking to embark on a new business adventure, or wanting to hand off the reins and take a different role in the company, the process of selling a business can be a trying one without the correct preparation and support. Fortunately for you, you can learn from other entrepreneurs who have been in your shoes and have shared the five things that they wish they had known before selling their business.

1) Neglecting to perform pre-transaction wealth planning can result in you potentially leaving a lot of money on the table. Before you sell, consider your family members’ wishes and concerns. Communicating with family members before the sale can help ensure smooth sailing through the deal negotiations. Effective tax-planning to support family members’ needs, philanthropic plans, or creating family trusts can help increase the value gained from the transaction.

2) Don’t underestimate the importance of a good cultural fit with a buyer. While the price is always at the forefront of a sellers’ mind, cultural fit can mistakenly be pushed to the back burner. One of the many things that you have worked hard to create in your business is the employee culture. Most likely, you want to see the close-knit “family” that you have built continue when you are no longer working there. Benchmark International understands that and will help you find that partner. We remain committed along with you to your goal of finding a buyer who will carry on your legacy.

 

Ready to explore your exit and growth options?

3) Skimping on your marketing materials does not pay off in the long run. With confidentiality being of the utmost importance, how can you engage buyers without them knowing who you are? Preparing a high-quality, 1-2 page teaser that provides an anonymous profile of your business is the tool used to locate a buyer confidentially. This is followed by the Information Memorandum, with an NDA that is put in place for your protection. Benchmark International will prepare these high-quality documents and put your mind at ease.

4) Sellers wish they had known how detail-oriented the process would be, how many documents would be needed, and how labor-intensive each phase would be. One of the most crucial pieces of advice that the majority of sellers wish they had known is that you need to have a team. Sellers need to continue running their business as they were before, or operations can really start to slow. The last thing you want is for the value of your company to take a nosedive because you are investing all of your time into a transaction. With the team at Benchmark International as your partner dedicated to the M&A process, you will be free to continue to focus on the growth and operations of your business. We will handle the details for you.

5) Finding a like-minded partner can give a seller a false sense of security that the transition from two companies to one will be easy. You need a trusted advisor that will help you navigate the complexities of integration, giving you insight on some of the other intangibles that need to be negotiated. Those intangibles include the details of your role after the sale, employment contracts, earnouts, etc. With Benchmark International’s vast knowledge and experience in M&A deals, we know what is usual and customary to request throughout the negotiation process and will bring more value to your transaction.

Congratulations again, this is an exciting time for you! With the right partner, it can be a smooth and profitable process as well. Benchmark International has a team of specialists that arrange these types of deals every day. We can answer your questions and help you determine what is best for you, your business, and your exit plan. A simple phone call or email to us can start the process today and move you one step closer to accomplishing your goals.

 

Author
Amy Alonso 
Associate
Benchmark International

T: +1 615 924 8522
E: alonso@benchmarkcorporate.com

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Where Will Lower-middle Market M&A Be In A Year From Now?

The Current Market

The lower-middle market has remained positive for sellers in 2019, thanks to an abundance of buyers that are giving sellers the leverage to demand favorable terms. Most business sectors are seeing strong profits, and the bullish optimism of large-cap investors has spilled over into lower and middle markets. This has resulted in heightened interest and aggressive valuation and buying from private equity firms.

There are several patterns have carried over into 2019 from a very active year in 2018.

• M&A activity has been especially strong in the healthcare and technology industries.

• Acquisitions remain a popular strategy for companies needing talent to keep up with growth.

Buy-and-build strategies are proven to be working.

• Emerging markets are being attractively valued, especially in the Asia Pacific region.

• Competition for high-quality targets is intense, particularly for businesses that are owned by the rapidly growing retiring population.

• Small business confidence is strong, resulting in increased investment by owners.

What Lies Ahead

The world faces potential changes in the political landscape as the United States 2020 presidential election nears, Britain is under new leadership through the Brexit transition, and the global economy navigates significant political unknowns in the wake of trade deals and tariffs. However, the United States election takes place near the end of 2020, which could possibly stave off any significant effects on the economy until the year 2021.

 

Ready to explore your exit and growth options?

While no one can ever be certain what the future holds, we still see the benefits of a strong year midway through 2019, yet the lower-middle market has the potential to become more complicated in 2020. The current bullish market is strong but is expected to lose momentum based on the average amount of time that historical highs have been proven that they can be sustained. Many experts warn of a downturn in the economy next year, predicting that a recession is looming. In contrast, some experts expect M&A activity to remain robust regardless of the economy.

Obviously, uncertainty in the marketplace can impede M&A activity. But a recession does not necessarily mean that selling will be impossible. The variables that drive lower-middle market M&A include:

• Lending capacity: The less money a buyer can borrow, the less money they may want to spend.

• Cost of capital: The cheaper a buyer can borrow, the more money they may want to spend.

• Buyer access to equity capital: Strong profits and surplus cash motivate activity.

• Supply and demand for deals: Aging populations entering retirement and business succession plans, strategic buyers focusing on growth, etc.

In the lower-middle market, buyers and lenders both tend to stay much more disciplined regarding their willingness to lend, cost at which they lend, and returns they target. Buyers will be seeking targets with stability, limited cyclical exposure, a business model with recurring revenue, and a history of performing well through a recession.

Should You Sell Now?

The good news is that there is still time before a possible slump in activity and optimism. If you are looking to sell your business, you may have another 12 to 18 months to benefit from the premiums today’s sellers are getting. Keep in mind; it does not mean that after this time is over, you will not be able to sell. Companies are always looking to grow through acquisitions, and the market is always changing. You do not need to feel completely discouraged by any economic slowdown.

Consider how long you are willing to wait to sell your business if the market were to drop. If you do not plan to sell within around five years or more, you can wait patiently for the next market rebound. But if you are determined to sell in the next couple of years, it may be wise to get serious about your exit strategy while conditions are still favorable. Think about what is right for you, your business, and your family when deciding when to make a move.

Contact Us

Our business acquisition experts at Benchmark International can offer exit planning advice and help you plan a solid transition for your company. We will use all the tools at our disposal to get you the maximum selling price while preserving your vision for the future. We can also help if you are looking to buy a business. Contact us today.

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15 Smart Tips On Exit Planning

15. Decide the Company's Future

Before planning your exit strategy, you must decide the future course for your business. Do you plan to sell outright? Would you prefer that the company stay within family ownership? Do you want to retain a percentage stake in the company? Is there an employee that you would want to take over? Could a merger or an acquisition be the best move? This is a key decision to consider before embarking on your exit plan.

14. Set a Date

It's never too early to think about when you plan to retire. This need not be an exact date on the calendar, but you should establish a ballpark timeframe that you would like to put the wheels in motion for your exit. Having an idea of the timing will help you get the process started at the right time, whether it's two years from now or 20 years down the road, especially because most transactions take time.

13. Plan for Continuity

If your business will be changing hands when you retire, you should have a solid plan in place for maintaining the continuity of the company's operation. Both employees and customers alike will need to feel that the future is secure, and you should be able to reassure them through a clear strategy for the transition.

12. Use Diversity to Minimize Risk

The more diversity you have in your client and supplier bases, the more attractive and less precarious your business will be to potential buyers. They are going to need to have confidence that the business can grow, rather than falling apart if the sale results in the loss of one or two key clients.

11. Think Big Picture

It is not uncommon for a business owner to get wrapped up in the day-to-day details of running the company to the point where they lose sight of the bigger picture. It is a good idea to take a step back and consider where you want your business to be in the future, how you plan to get it there, and when your exit fits into that plan.

 

Ready to explore your exit and growth options?

 

10. Create Your Dream Team

Having a strong management team in place is crucial to any successful exit strategy. Whoever is taking the reins is going to be a significant factor whether you are selling the business to an outside party or bequeathing it to family or an employee. It will also help you rest easier about leaving the company in someone else's hands.

9. Get Your Financials in Order

Before you can broker a sale or transfer ownership or control, you will need to organize financial statements, valuation data, and other important documents about the business. If you are planning to sell, buyers will expect to see thorough documentation about the business operations, profits, losses, projections, liabilities, contracts, real estate agreements (pretty much anything and everything regarding the company).

8. Know Your Target

If you plan to sell your company, you are obviously going to want a buyer who has the financial capacity to take on your business. But money is not the only thing that you should be seeking. You want a buyer who shares your values and your vision for the company. They also should possess the right skill set to maintain the company's success and even grow that success. You should not waste your time with a prospective buyer that doesn't have the chops to take the business in the right direction.

7. Always Listen

Even if you feel it is too soon to sell and someone is reaching out to you, it is always wise to hear him or her out. It could result in a meaningful relationship that can be beneficial in the future. They could also reveal some things about your company that you have not yet considered, sparking new ideas and opportunities in the realm of business acquisitions.

6. Devise Practical Earn-outs

If you plan on getting additional payment as part of the sale of your business based on the achievement of certain performance metrics, be realistic about setting these goals. Falling short of these targets can result in less money for you and enhanced leverage for the buyer.

5. Get Your Tech in Order

Today nearly everything is powered by technology. You use it to help you get organized, but you also run the risk of letting things fall through the cracks. Think about all the logins and passwords that give you access to things that run the business. Establish a plan to streamline your tech while keeping it secure for a transition in management. There are enterprise cyber-security management solutions that can assist with these matters.

4. Know Your Number

Have you asked yourself, "What is my business worth?" When you understand the precise valuation of your business, you will be able to ascertain the difference between a fair sale and a bad deal, and get the money you deserve. This includes a company analysis married with a market analysis. You should enlist the help of an M&A expert to determine the valuation of your business accurately. It is worth it to ensure that you get your maximum value.

Feeling unfulfilled? Explore your options...

 

3. Put it on Paper

Having the proper paperwork drawn up for legal purposes is important in the event that something were to happen to you so that you can convey your plans and wishes for the business. The task of creating this safety net will also help you plan more clearly for the future. Sometimes there are details you may overlook until you go to put it all on paper. You should outline your plan and make sure any necessary signatures are on file.

2. Assess the Market

Markets fluctuate and can change at any given time. But if you carefully evaluate your industry's outlook and growth projections, you can time your exit strategy for when you can get the most value for your company. If the outlook is not trending toward optimism, you can take the time to consider how you can bolster the value of your business and make it more desirable in the future.

1. Partner With an Advisor

Valuating and selling a company is not easy. Neither is planning an exit strategy. Seeking the help of experts such as an M&A advisory firm can take an enormous weight off of your shoulders. It can also ensure that the exit process goes smoothly, stays on track, and achieves your specific objectives for both you and the company.

Benchmark International can help you establish your exit strategy and broker the sale of your company so that you get every last penny that you are worth. Call us to get the process started. Even if you are not 100% sure that you are ready to plan your exit, we can help you devise strategies to grow your business in the meantime.

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Selling Your Business: Expectations vs. Reality

When business owners begin the process of selling their business, they may have expectations about the sale process. These expectations can be based on what they have read, what their friends have told them, and what their own needs are. However, the reality of selling a business can be very different from the expectations.

Timing

Sellers tend to think that a buyer will appear at their doorstep ready to transact a deal when, in reality, that is not the case. The sale of a business is a very time-consuming process. M&A transactions can take anywhere from 6 months to a few years to complete, pulling a seller away from the company, which can affect the financial performance and valuation of the business. Hiring an M&A advisor can help take some of the time burdens off of the seller.

Buyers

In our experience, it never surprises us who the buyer is at the end of the day. However, many sellers believe that their perfect buyer is international or a larger company. Again, this is not the reality of it. The ideal buyer may be right down the street or even a member of the seller's management team. When considering selling a business, a business owner needs to seek an advisor or sale process which will provide them with options when it comes to buyers. Not only does this drive up valuations, but it also allows the seller to choose the buyer that is the best fit for their company.

 

Ready to explore your exit and growth options?

Business Condition

Sellers often assume that their business needs to be in the perfect shape to sell it. Sellers will typically share that they want their business to show year over year growth or a more diversified customer base. While these changes might make the business more attractive to the market, buyers buy companies for different reasons. For example, if a buyer is seeking to acquire a company to gain a relationship with a particular company, then that buyer will see a concentrated customer base as a good thing. Also, sellers will work hard to groom their business and miss out on opportunities within the open market. They work for years to grow their business, only to have the market shift and have their business not gain any additional value. The best tie to sell a business is now. We understand what's going on in the market, both from a micro and macro level, and we are not trying to predict the future.


Answer to Questions

The sale process can be very nerve-racking for sellers because of the unknowns. Sellers often expect their advisors and or buyer will be able to answer all of their questions. However, this is not the case. The sale process is just that, a process. Business owners need to go through the process to discover all the answers to their questions. Buyers are eager to get sellers comfortable with deals, integrations, and any other areas of concern for sellers. An M&A Advisor will be able to guide sellers on when they should have answers to their questions. If the answers are unknown, the M&A advisor can help guide the seller to provide comfort based on the advisor's experience.


Deal Structure

A lot of sellers assume that the majority of deals are structured as all cash transactions. All cash transactions mean when the sale closes, the seller will receive his or her money, and the buyer gets the key to the operations, allowing the seller to leave immediately. However, this scenario is a rare occurrence. Typically, a seller is required to remain with the company for 3-5 years to help with transitioning the business. Sellers in lower middle market deals tend to be critical to their company because processes are rarely formalized, and the relationships that sellers hold are key. Given the time frame for a transaction, the buyer will want to incentivize the seller to remain motivated post-closing. To achieve this goal, the buyer will want to structure the deal so that the seller has an interest in the smooth transfer and future success of the business.

 

Author
Kendall Stafford  
Managing Partner
Benchmark International

T: +1 512 347 2000
E: Stafford@benchmarkcorporate.com

 

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