PitchBook Data| @PitchBook

PitchBook is a financial data, research, and technology provider that covers global venture capital, private equity, and M&A transactions. Here you will find comprehensive news and analysis, as well as deep-dive info on individual business sectors.

Mergers&Acquisitions| @TheMiddleMarket ‏

See what is happening in private equity and get a healthy dose of all things related to M&A, including in-depth analysis, articles, and commentary in the middle market from an array of sources.

Benchmark International | @benchmarkgroup

As one of the most powerful M&A firms in the world, this list would not be complete without including our very own Benchmark International Twitter account. Get the latest news and industry insights, and see how our Benchmark team stays dynamic on the world stage.

The M&A Advisor| @themaadvisor

The M&A Advisor is the premier network of M&A, turnaround, and finance professionals. Read great industry articles, and get access to information regarding conferences, awards, and meetings.

The Deal| @TheDealNewsroom

The Deal has served investors, advisors, and dealmakers with high-level analysis of “the deal economy.” Their Twitter account is an excellent extension of a news source that started as a print newspaper in the 1990s and has grown into a sophisticated M&A information tool.

WSJ Private Equity| @WSJPE

The official Twitter account for the Wall Street Journal PRO's is where you will hear from their global team of editors and reporters covering all topics related to private equity worldwide.

Flipidea| @Flipidea_AI

Flipidea uses machine learning to discover insights from failed businesses and predict failure from startups. While the account does not have many followers, the account’s timeline of tweets reveals an interesting compilation of information that can be of value to entrepreneurs, including an array of interesting retweets. 

Buyouts| @Buyouts

Buyouts Insider offers industry intelligence and is a handy source of news, data, and analysis of trends in the leveraged buyout and private equity industries.

Mergermarket| @Mergermarket

Mergermarket provides M&A intelligence, data, and research designed to give subscribers an edge. It is a robust Twitter account for anyone interested in M&A, and can sometimes be a source for finding out about unannounced deals.

M&A Critique| @mnacritique

The social media arm of this India-based magazine gives insight regarding deals related to M&A, restructuring, insolvency, takeovers, and joint ventures.

Smart Business | @Smart_Business

The Twitter account of Smart Business Magazine offers a U.S.-based perspective on business insights, advice, and strategies for growth. Here you will also find individual profiles on dealmakers and interesting viewpoints from American business leaders.

M&A Navigator| @manavigator

M&A Navigator is a great tool, especially if you prefer simplified access to your headlines. There are no flashy graphics or photos, just the headlines on what is happening in the world of M&A.

Once you have decided that the time has come to sell your company, you will want to be as prepared as possible for the endeavor. Being adequately prepared will pave the way for a smoother process, avoid unnecessary delays in the sale, and increase the value of your business. Use this cheat sheet as a guide to get your business ready for what lies ahead.

Know Why You’re Selling

An important part of selling your company is having a clear understanding of why you are doing it.

• Do you want to exit the business completely and retire?
• Do you wish for it to be under control by family or an existing employee?
• Do you hope to retain a stake in the business as part of the sale terms?
• Do you plan to sell the business to facilitate its growth?
• Do you aspire to sell the business to fund other ventures?

These questions should all be considered so that you have a clear answer before initiating the sale process. By knowing why you are selling, you can look for the right kind of buyer to suit those needs and establish a clear plan of action.

Compile the Proper Documentation

Any buyer is going to expect to see the facts and figures on your business. The more prepared you are to provide detailed documentation, the more likely they will be to trust you. Items you should compile and have ready for review include:

• Current and recent profit & loss statements
• Balance sheets, income statements, and tax returns for at least 5 years
• Leases and real estate paperwork
• A business plan
• A marketing plan
• Accounts payable and client lists
• Inventory and pricing lists
• Insurance policies
• Non-disclosure/confidentiality agreements
• An executive summary and detailed profile of the business
• Employee, customer, vendor, and distributor contracts
• Outstanding loan agreements and liens
• Organization chart
• Letter of intent and purchase agreement

Inventory Your Assets

Your assets are a key factor in determining the value of your company, so it is important to have a clear picture of what they are and what they are worth. Create a record of these assets, including:

Physical assets:

• Business furnishings, fixtures, and equipment, inventory, real estate, automobiles

Intellectual property assets:

• Trademarks, patents, licensing agreements, trade secrets, and proprietary technology

Intangible assets:

• Brand equity, business name, and brand identity
• Processes and strategies
• Trained employees
• Loyal clientele
• Supplier and distribution networks

Enlist the Help of an Expert

Selling a business is a complicated process, and it is not as simple as just gathering the items listed above. This is why most business owners opt to partner with a mergers and acquisitions firm to organize a deal. They do all the work and tend to all the details so that you can focus on running your business and keeping it thriving in the wake of a sale. This includes finding the right buyers, creating a competitive bidding environment, and making sure you get the most value for your company.

Advisors such as our experts at Benchmark International have specialized tools at our disposal that are proven to maximize value for our clients and get desired results. Give us a call and let us put our connections to work for you.

Buyers tend to assuage their discomfort with deal structure.  When negotiating with buyers, it is prudent for the seller, guided by a seasoned M&A Advisor, to consider what the underlying issue is, discomfort, instead of addressing the result of that discomfort, a specific deal structure. Huh, you say? Let me dive a bit deeper.

Buyers of businesses use deal structural devices to cure many issues or concerns. Let's take a second to illustrate the most typical elements of a structured deal. While the following encompasses the most common deal structures, it is, by no means comprehensive.

Cash at the closing table is obvious and needs no further illustration. A seller note or seller financing is also fairly simple. The seller essentially serves as a lender to the buyer. The attorneys draft a promissory note, perhaps a stock pledge agreement and incorporate them and potentially other documents in the definitive agreements. The buyer pays off the principal of the note and interest over the course of a few years.  Seller notes don't tend to be contingent upon anything other than the solvency of the entity backing the note. They are deferred. Rollover equity, often known as Seller Rollover, Rollover or simply Roll, occurs when the seller maintains a position in either the existing business or Newco. In some circumstances, a seller may sell 80% of the shares in his or her company while in another, that seller may sell 100% of the shares in her business and simultaneously reinvest what amounts to 20% of the proceeds in Newco. This is generally a cashless exercise. It is critical for the seller to engage seasoned advisors to assist in structuring the rollover in the most tax-efficient manner. The final typical structural element of a deal is an Earnout. Where the seller note isn't contingent upon performance, an earnout is. Earnouts pay out a prescribed dollar amount over time as certain agreed upon and defined metrics are achieved. While these tend to be quantitative metrics like EBITDA and Revenue, they can also be tied to qualitative measures like maintaining key customers or employees or integrating technology. In addition, earnouts can be tied to maintenance or growth.   

As I hinted at earlier, buyers use these structures to cure their apprehension. What is behind that discomfort or apprehension? Many things but at the heart of most of those is the oft-cited, yet misunderstood concept, risk. Risk, in a business context, is the chance for an unanticipated outcome. Risk can be specific to a business, to an industry, to geography or more global. Risk isn't inherently bad, thus the risk/reward model, but it needs to be accounted for in decision making. Buyers, in their initial diligence, aim to understand the underlying risks and determine their tolerance for said risks. When structuring an offer, they seek to allocate and incorporate those risks.   

Some buyers seek out businesses that are very easy for them to understand, have very predictable financial performance and robust operational teams.  Those types of businesses, if proper controls are also present, will garner simple offers with a high percentage of the deal in the form of cash. This is a low-risk deal. A business with more volatile performance introduces incremental risk. A buyer may still be interested in the business but may shift cash at close to an earnout. If the business is growing rapidly, but that growth hasn't been consolidated in the buyer's eyes, that earnout may be linked to the growth of earnings or revenue. Perhaps the buyer will apply a three-year average to EBITDA to incorporate the volatility into the valuation.  If the seller wants to be paid on the recent growth, a buyer may use an earnout to bridge the valuation gap. A buyer willing to pay 5x EBITDA in an all-cash deal may pay 8x or more if allowed to incorporate structure, thereby mitigating their risk.

If the seller is adamant that he or she won't accept an earnout, it behooves an M&A advisor to dig deeper into where the actual buyer's discomfort lies.  Rather than fighting the earnout, might it be a better strategy to uncover the underlying issue and solving that? The earnout is the solution, not the problem. Why might a buyer incorporate an earnout? There are several possible reasons; 1. Earns reduce the cash required to close the deal.  2. They create alignment between buyer and seller post-close, thereby ensuring the seller continues to act like an owner even when he longer is an owner. 3. They confirm their diligence. Can these concerns be addressed in other ways? Of course, they can. If the earnout is moved to a seller note, no additional cash at close is required of the buyer to fund the deal. Both two and three can be addressed through a seller roll. If the buyer wants to ensure the seller acts like an owner, make him an owner. Rollover allocates some of the risks to the seller in both an earnout and rollover equity. Perhaps an employment contract signed by key employees would provide the buyer some comfort? Many deals incorporate an options pool, Management Incentive Program (MIP) or Profits Interest as additional ways to create alignment post-close. 

The central idea is this. Rather than focusing all of your attention on the proposed structure of a deal, attempt to think through the concerns the buyer is trying to sooth with that deal structure. Solving for the actual underlying problem rather than the buyer's proposed solution may lead to better outcomes for both parties.

1. No one can control the market.

You can know it. You can be smart about what it will do, how it will react. But you cannot control it. The nearer into the future you look, the more of a feeling of control you can have. But the longer a business owner wants us to look into the future, the less valuable the insights. Things change. Interest rates move. Sectors fall in and out of favor. If you want me to try to control the market, please act quickly so that we are dealing with the current market, not some future version of the market.

2. There is no perfect buyer (or seller).

Everything in life involves tradeoffs. Your business, like the ones we will bring to you, has imperfections. I’m here to convince buyers to take a favorable view on your business – to trade off its defects against its outstanding features in a way favorable to you – AND to help you uncover and evaluate the buyer’s defects and favorable features. So … please don’t expect your business to be perfect and don’t expect us to bring you perfect buyers. One of the main reasons our business exists is because buyers – and sellers – are imperfect. If that were the case, you’d not need us.

3. Your priorities will change over the course of the company sale process.

This is not a bad thing. It’s a marvelous occurrence that is very satisfying to observe. It is an unintended consequence that will be of great benefit to you. What makes it problematic is when you don’t realize its happening AND when you don’t tell us its happening. As your broker, we are out there trying to achieve your objectives – as you’ve explained them to us. If we don’t know what you’re after, we’ll be after the wrong thing.

4. We’ll give you plenty of feedback but we need feedback also.

We will start by proving you some feedback from our internal knowledge base and experience. We will then give you feedback from specific buyers and the market in general. In order to get the best result for you, we need that feedback loop to be a two-way street. We want to know what you think of each buyer, of our service, of your own business, of the market in general, and of the process. Both our process and the market are highly flexible and changes can be made to meet your needs and expectations, but only if we know they need to be made.

5. It’s a marathon, not a sprint.

Too many clients come out of the blocks at full speed. Many also tend to think the signing of a letter of intent is the beginning of the end but it is just the end of the beginning. Running out of gas is a big problem when it comes to getting deals closed. Some parts of the process require significant time and energy from you and others do not. In order to hit your goals, we’ll need you well-prepared for those stages where your input is crucial. The deficiency we most often see emerging during the process is not one related to energy or time but rather emotions. This is understandably a stressful process. It should be and we build our service model around that fact. And that emotional aspect of the process is the hardest one to deal with over the course of the lengthy process.  

Retirement is a significant decision that you have waited your entire life to make. Most people retire between the ages of 60 and 70, but everybody faces a different set of circumstances that dictate when they can retire. So how do you know if you are ready?

The most important factor in retirement is whether your financial situation will allow you to do so with security and peace of mind.

• Do you have enough money saved? You want to live comfortably and maintain the standard of living to which you are accustomed. The last thing you want to do is retire and then realize you don’t have the means to live the way you are used to and end up having to downsize your dreams.

• Are the markets in the right place so that you maximize your investment returns? Maybe your portfolio took a little bit of hit recently. Giving it a little time to recover can be a wise strategy. Consider where the markets are and where they are forecasted to be in the upcoming months. If you time it right, you can make the most of your decision.

• Are you debt free? It may not be the smartest move to retire if you still carry debt you must pay, especially if it is significant. Retiring when you are debt free means retiring when you are worry free.

• Do you need a plan to cut down on potential expenses? If you have a strong desire to retire but feel that you are not as financially confident as you would like to be, you can devise a plan to reduce your monthly expenses and ease some of the burdens.

Of course, there is more to the decision than just financial factors. You must consider whether you are mentally and emotionally prepared for retirement.

• Are you no longer interested in pursuing career opportunities? If you are still hungry to attain work-related goals or you feel that you haven’t achieved everything you set out to achieve, then maybe retirement is not for you just yet. You do not want to retire and then feel that you are missing out or that you didn’t reach your full potential.

• Do you find yourself thinking about recreational and social activities more than you are thinking about work? If you find yourself standing on the golf course, wishing you could spend more time there, then it may be a good time to consider retirement. Sometimes getting out before you are completely checked out is in the best interest of you and your business.

• Do you have a plan for how you want to spend your time? It is not unheard of for people to retire only to become overwhelmed with boredom and a lack of purpose. Having a plan in place can help you stay busy and feel that you are achieving a new set of goals in life.

• If you are retiring with your spouse, are you equally ready and on the same page when it comes to how you will spend your time? If you are in this together, make sure your plan is truly in sync. If one of you wants to travel the globe and the other one just wants to spend time with the grandchildren, there could be a conflict that you didn’t even realize you would have to address. Plan your vision for retirement together.

These are all critical questions to ask yourself when deciding if you are ready for retirement. But there is one more crucial question that you must address.

• Do you have an exit strategy for retiring from your business? An exit plan is essential because it ensures that your business will make a successful transition into its next phase of ownership. Also, an exit plan will help you boost the value of your business so that you are prepared to sell at the ideal time.

A proven strategy for success regarding exit planning is to partner with a trusted advisor, such as Benchmark International. We can help you find the right buyer, maximize value, and craft a dream exit that leads to a happy and satisfying retirement.

When deciding to sell their business, sellers generally focus mostly, if not entirely, on internal factors. Revenue is growing and predictable. Earnings are improving as a result of increasing revenue and internal controls. Backlog is up. Customer concentration is low. This fictitious company paints a very compelling picture and is no doubt an attractive candidate for acquisition. However, while those are all important aspects and contributors to value, there are other factors that are beyond the seller’s control that not only impact the value of the business but also impact how sellable it is. In this piece, we will discuss some of the external market factors that impact M&A transactions. These factors are in no way comprehensive. The research wasn’t exhaustive. The intent here isn’t to create a definitive list of external influences. Instead, it is to demonstrate how important factors that are well beyond our control impact M&A deals. As a result, sellers should consider moving quickly if the factors within their control are positive.

Interest Rates

Interest rates, while still hovering around historical lows, will rise over the coming 18 months. Why is this important? Buyers, both financial buyers like Private Equity Funds, Independent Sponsors and Family Offices, and strategic acquires alike, use leverage to fund their deals. Many buyers will fund 40-60% of the cash at closing by way of debt in some combination of senior and junior debt instruments. When the cost of debt increases, buyers are faced with two options: 1. Use more equity, either out of their fund or from the corporate balance sheet to fund the transaction; or, 2. Lower the multiple they use to value the company. Given that the cost of debt is far cheaper for most buyers than their cost of equity, they generally favor using as much debt as is practicable. Most Private Equity funds are averse to using more equity and will instead, lower the valuation multiple. Compression of transaction multiples is coming, after a historic run. It is simply a matter of when.

Regulatory Environment

While we are in a much-publicized period of regulatory retrenchment, some industries are facing increased regulation. Many more are facing a changing regulatory environment. Whether there is more regulation or simply shifting regulation, the changes create both risk and uncertainty for buyers. Risk and uncertainty can impact the desirability of a company/industry and certainly can affect valuation.

Global Economic Concerns and Geopolitical Issues

Global economic issues can impact the M&A environment both generally and for specific industries. At the moment, we face a great deal of uncertainty related to trade with our largest trade partner, China. Tariffs are impacting companies across sectors by increasing manufacturing input costs, reducing the speed to market, and decreasing the demand for their products. Unrest in the Middle East, uncertainty in North Korea, Brexit, Russia, and all the alike contribute the geopolitical risks that impact M&A.

Industry Consolidation or Convergence of Industries

Industry consolidation can have a considerable impact on valuations. If you are in a fragmented industry that is in the early days of consolidation, this can have a very positive impact on the value of your business. However, if that consolidation began years ago, you may have missed the window. That doesn’t mean you can’t sell your business, but it will be more difficult to identify the buyer and may have an impact on valuation. The same can be said when industries converge. For example, the manufacturing and technology sectors have converged. Convergence of industries, depending upon where we are in that cycle, can create either risk or opportunity.

Changes in the Workforce Dynamics/Millennials/Gig Economy

The ready availability of a talented workforce can significantly impact industries and businesses. Due to workers having very little switching costs to move from one company or industry to another, construction and landscaping businesses have found it increasingly difficult to attract and retain talent. Specific industries that require talent to be aggregated in the same room for the entire workday face different challenges. The Great Recession, coupled with a generation of workers that place a premium on their time, has led to an enormous gig economy. It is not out of the question that the gig workforce overtakes the traditional workforce in the next decade. This shift will impact every business in ways we couldn’t possibly understand yet.

Political Trends and Risk/Elections

The constantly changing domestic political landscape impacts the M&A environment in numerous ways. We have uncertainty around healthcare. Any provider of healthcare or any business dependent upon reimbursement faces at least a measure of uncertainty. Immigration has become a hot button issue in the US. Wherever you fall on the issue, there is little doubt that American businesses rely on non-citizens to supplement the citizen workforce. Buying decisions are often postponed with looming elections. Tax planning is difficult when an administration change could entirely change the tax code…again. Political unrest creates uncertainty. Uncertainty is interpreted by buyers as being the equivalent of risk and manifests itself in the form of lower multiples.

Dry Powder in PE Funds/Excess Cash on Corporate Balance Sheets

An economy on an unprecedented run of success has created enormous cash reserves in the corporate coffers. Strong performance by private equity funds has made raising subsequent funds easier. Also, outsized multiples have reduced the number of investments many PE funds have made, so they too have tremendous stores of dry powder to deploy. Abundance of capital to deploy into transactions certainly should help with valuations. PE funds, in particular, have only one mandate: buy businesses, grow them, and sell them 3-5 years later for a meaningful return. As such, there is no risk of them using their capital for other projects. The same can’t be said, however, for strategic acquirers. Corporations have many competing uses of their cash. If the environment for M&A turns unfavorably, businesses may pursue growth through organic initiatives. For example, they may opt to forego M&A deals in favor of greenfielding new territories, launching new products, building out new technologies, or exploring alternative revenue models. Alternatively, some may view the best use of their cash is to distribute it out to owners in the form of a dividend.

In summary, there are many outside influencers on the M&A market that simply cannot be controlled. While companies can put mitigation strategies in place, they cannot exert control over external market forces. When the key factors within a potential seller’s control are favorable, it behooves them to seek out a talented M&A advisor, like one from Benchmark International, to assist them. We can help them to ride the tailwinds, overcome the headwinds, and navigate the obstacles.

1. Most M&As Fail
According to collated research and a recent Harvard Business Review report, the failure rate for M&A is between 70 and 90 percent. To effectively complete a deal, there must be a clear strategy and open communication among all parties.

2. Expect Due Diligence
Experienced buyers conduct meticulous due diligence. They want to know exactly what they are taking on, and that includes factors such as obligations, liabilities, contracts, litigation risk, and intellectual property. As a result, sellers should be prepared to provide very thorough documentation.

3. Priorities Change
Your company may be a good strategic fit today, and in a year from now. But people are fickle, and priorities can change, so a good offer today could be a non-existent offer later.

4. Employees Will Have Questions
In any sale of a business, employees are going to have questions about how the transaction will affect them. Also, the buyer will want to know how specific issues are handled. Will there be layoffs? Have confidentiality agreements been signed? What about any stock options? How will management be changed? These are just a few questions that should be anticipated.

5. Don’t Overlook Technology
These days, virtually every industry is impacted by technology. In the M&A process, it is important to think about how IT platforms will be consolidated or integrated, how technological changes can affect inventory, and how cloud management will be used, among many other factors.

6. M&As Are Often Funded by Debt
Low interest rates on loans encourage M&A. In 2015, acquisition-related loans worldwide totaled more than $770 billion, the most since 2008.

7. Competition Will Result in the Best Deal
The more bidders there are on a sale, the more favorable the conditions are for the seller to negotiate a higher price and better terms. Even if there is only one serious bidder among several, the perceived level of interest can lead to brokering a better deal.

8. Synergy is a Must-Have
For an M&A deal to succeed, vision and strategy need to be synergized at the executive level and communicated to all management. M&As can fail due to a misalignment of vision for the culture, the industry, each company’s role, and more. The cultural fit of two companies can be crucial to how successfully they meld.

9. It Can Take Awhile
From beginning to end, most mergers and acquisitions can take a long time to be completed, usually in a period of around 4 to 12 months. The length of time depends on how much interest the seller has generated and how quickly a buyer conducts due diligence.

10. You Need an M&A Advisor
An experienced M&A advisory team can help ensure that the complex process of selling or buying a company goes smoothly, addressing all of the issues mentioned above on this list.

As a business owner, have you given any consideration to your succession plan?

It is important to note that a succession plan is not the same as an exit plan, but rather an element within an exit plan. Succession planning is focused on the interests of the business when an owner departs and another takes over. Exit planning is focused on the interests of the business owner, with succession just being one aspect in the overall plan.

It is actually quite common for small business owners to not have a succession plan, or even an exit plan, in place. Regardless of whether you have no plans of retiring anytime soon, the future is unpredictable, and having a solid, documented strategy in place can be crucial to the health and fate of your business. You will want to be ready for any scenario or opportunity that comes along.

Timing is everything, and 2019 is the prime time to sell a business for maximum value. The conditions are extremely favorable right now for several reasons, and waiting could mean that you miss out an ideal opportunity. 

This is an intriguing time to be involved in the global food and beverage industry. 2019 remains promising for M&A opportunities for several reasons. Giant food companies are on a spree to expand their portfolios with food innovation. Food start-ups and smaller private food companies are looking to cash in on growth and exit strategies. And private equity and venture capital firms are motivated to get their piece of the pie.  

The outlook for the global construction market for the year of 2019 remains positive, with an expected five-percent sector-wide growth in revenue. Robust economies, low interest rates, and increased infrastructure spending are key factors behind the increased confidence. The world’s fastest growing market is the Asia Pacific region, due to growing investments in China and India’s construction sectors. In North America and Europe, growth is being driven by new technologies in already strong construction markets. Also, a number of South American and Middle Eastern countries may see their markets recover in the coming year and have the potential for growth in the future.

M&A Momentum

Mergers and acquisitions for the construction industry are poised to follow the vigorous deal activity of 2018. Construction tech startups raised $1.27 billion in venture funding in the first three quarters of 2018 alone. Public companies were seeking growth. There was increased interest in individual sectors such as energy. Private equity firms were actively buying and selling. Another significant factor was a need for ownership changes due to a growing retirement-age population. These trends are predicted to continue throughout 2019.

Tech Startups

Construction technology startups are expected to continue to have a considerable impact this year. This industry segment has seen more than $10 billion in funding over the past 10 years, with most of the money coming from early-stage venture capital deals. As these tech companies evolve, bigger firms are making full acquisitions. One strategic reason behind these large acquisitions is for companies to procure more talent in a more efficient manner, which in turn is anticipated to drive business growth.

Smart Cities

Society is seeing a heightened focus on infrastructure upgrades and the creation of smart cities. In 2016, smart-city tech spending reached $80 billion globally. By 2021, spending is expected to grow to $135 billion. Smart cities use Internet sensors and other technologies to connect elements across a city to gather data and enhance the lives of its residents. Partnerships between private and public companies are helping governments incorporate new technologies in an increasingly urbanized world. The advent of smart cities was initially seen in Europe, and now the U.S. has begun to integrate technology into urban infrastructure.

Offsite Construction

The quickly growing modular construction market is projected to reach $157 billion by 2023. The capability to build taller modular buildings is reaching new heights, with some buildings stacking up to almost 20 stories. This offsite type of construction is addressing certain industry needs, such as the need for skilled labor, the need for affordable housing, and the need to complete projects more quickly.

Connected Construction

A rapidly emerging trend that many investors are watching closely is connected construction. Companies are incorporating technology into construction sites to save time and money. Bluetooth connectivity is driving the emergence of new worksite tools that can be tracked, monitored, and even deactivated. Mesh networks are enabling sites to be fully connected to wireless networks in order to streamline processes around obstacles in the way of man-hours, status updates, supply deliveries, blueprint consultations, and more.

These emerging technologies have prompted several recent acquisitions, just to name a few.

• Autodesk Inc. purchased construction productivity software company PlanGrid for $875 million.
• Autodesk also spent $275 million to buy BuildingConnected, a networking platform of more than 700,000 construction professionals.
• Trimble bought construction software company Viewpoint from Bain Capital for $1.2 billion.   

Enlist Our Expertise

If you are interested in buying, selling, creating a growth strategy, or even devising an exit plan for your business, contact Benchmark International to get the expertise that is proven to make successful deals happen around the world every day.

Build your dream team.

An important step in reducing your company’s dependence on you is to create your management dream team. Assembling the right people to take over the reigns can shift the burden off of you far before the time comes to sell. Make sure your team members know that they have your confidence by giving them more responsibility. This also means that there can be less reliance on you moving forward. Another significant benefit of having a stable and experienced management team in place is that it makes your company more appealing to buyers and ensures a smoother transition period.

Create documentation.

Before selling a business, it is imperative that your processes and procedures are fully documented. When you outline howthings work and whythey work, it can be key to your organization’s appearance of professionalism. Not having a proper roadmap to your operations could be a deal-breaker for prospective buyers, as they will want to follow guidelines that they see are proven effective or adapt those guidelines accordingly.

Having proper documentation in place also means that your management team can make informed decisions in your absence should you just want to vacation for a couple of weeks. It will also be needed to keep everything running smoothly when it is time to transition the company in the event of a sale.

Creating this documentation may seem like a tedious task that you may feel too busy to do, but remember that it is critical to reducing your company’s dependence on you and will ultimately pay off in the long run.         

Plan your exit strategy.

As a business owner, it is critical that you have a plan for your exit from the company. A sound exit strategy will allow your business to transition smoothly into the right hands. This forward planning will ensure that your business stays on track and is achieving your goals. After all, if you have not set any goals, how can you expect to achieve them? These goals will be crucial in increasing the value of your company prior to a sale. Your management team should clearly understand these objectives so they can work with you on the path to shared success, and eventually, without you.

Establishing an exit strategy can be complicated and somewhat intimidating, which is why most savvy business owners partner with an experienced broker such as Benchmark International. Our specialists will work closely with you to establish an exit plan that is tailored to your specific needs and helps take the guesswork out of the process. We can even help you find the right buyer because we have powerful connections around the world.

Exit planning can reduce your company’s dependence on you and arm you with confidence for when it is time to sell. Instead of worrying about where to start, just start by
giving us a call.

You may not have considered selling your business and moving onto the next project, as perhaps it is growing at an acceptable pace and you have no pressing reasons to sell. Nevertheless, it may be worth considering an exit if you can identify with any of the following:

Your Business is Making you Exhausted

There are a number of reasons why your business could be making you exhausted. Perhaps you only started it for the money and you don’t love what you do, or the lifestyle of an entrepreneur hasn’t met your expectations. Whichever way, you feel apathetic towards the business and dealing with it is tiring.

While you have no need to sell, if you feel burnt out by your business it is worth considering doing so – you are doing the business no favours by sticking it out as the business could suffer as a result of not having someone at the helm who wants to drive the business forward.

Business Growth

If your business is steadily growing, then it may be a good time to consider an exit. A buyer is likely to pay over the odds for your company if it is on a growth curve as they can reap the rewards later down the line.

Equally as attractive to a buyer is a business operating within a growth industry. Even if your business is not seeing the growth, if the industry you operate in is thriving, a buyer could be interested due to the opportunities available.

You’ve Received an Offer You Can’t Refuse

A buyer has approached you and offered to buy your business for a handsome sum of money. You weren’t thinking of selling but, as you might not receive an offer like this again, this is perhaps a good indicator that you should sell.

Nevertheless, it’s always beneficial to take your business to market even in the event of such an offer, because if one party is willing to offer this for your company, then there’s no reason why others wouldn’t value your business the same, or maybe even higher.

You Want to Take Advantage of Low Capital Gain Tax

Capital gains tax is at historically low levels; therefore, it is a good time to sell. While this is not the only reason you should sell, if you feel yourself identifying with other reasons on this list, then now may be a good time to take advantage of this.

You’ve Been Offered a Better Job Opportunity

This might seem strange – you are your own boss and now you are going to be an employee. However, there are many merits to being an employee – for example, a regular, and probably better, income and being free from the demands and liabilities involved in running your own business.

You Don’t Have the Correct Skills to Grow the Business

As a business grows, more and different skills are required to keep the business growing than when you initially started. For example, you might be a great salesperson, which was extremely beneficial when setting up the company but, now, leadership is required in different areas. You could possibly learn these skills, or employ more people to take on these new leadership roles, but if you feel like you don’t have the energy to carry on with the business, this may be another indicator that it’s time to move on.

While the above points may be a good indication that it’s time to move on, it’s unlikely that one of these alone will compel you to sell. Instead, you might decide to sell because of a mix of these reasons, coupled with other factors such as economic conditions. When this time does come, Benchmark International can help by discussing your exit strategy and assisting you in finding the best buyer for your needs.

You have come to a point in your business life where you have decided that it is time to sell and move onto the next project. Of course, you want to command the best price for your business and explore all the opportunities available. As such, you have considered an M&A adviser to help in the process – but is it really worth it? They could help you generate more value for your business but if you factor in the fee for engaging their services, will you make any more money?

Then again, there are many advantages to hiring an M&A adviser, which are not just limited to value. If you have thought about hiring an M&A adviser, but are unsure of the benefits, consider the below:

They can Minimise Distractions During the Process

You know your business the best and if you are knowledgeable about the M&A process you could facilitate the transaction yourself – although this doesn’t mean you should. After all, an M&A transaction takes a significant amount of time and the time you have to spend on the transaction could end up being detrimental to business performance. As the value of a business is more often than not linked to financial performance, you need to focus your efforts into making sure the company is performing the best it can be, rather than focusing on the transaction itself.

They can Source a Larger Pool of Buyers

If you’re thinking of selling your business you may have an idea of the acquirers you want to approach. This is good, but an M&A adviser constantly networks with various strategic and financial buyers on a national and international basis in various industries; therefore, they have a very large pool of acquirers at their fingertips to contact about the opportunity. Not only is an M&A adviser’s pool of acquirers large, it is also varied, which means they can think outside the box and a lucrative deal could be sourced cross-sector. Another benefit of generating interest from a large pool of acquirers is you are more likely to have multiple competing bids, strengthening your negotiating stance.

They can Negotiate a Favourable Deal

As mentioned, an M&A adviser can help to create a competitive bidding environment which can lead to a better deal being negotiated; however, this is not the only way an M&A adviser negotiates on your behalf. Often, deals are not for 100% cash so an M&A adviser will negotiate a deal structure so both parties can reach a compromise and agreement. This can be very beneficial for you if, for example, you have just secured a large contract where earnings will increase over the next year, as, if the deal has been based on a multiple of current earnings, then you will not be correctly compensated for the contract you have secured. Therefore, an M&A adviser will negotiate a deal which will maximise value beyond the purchase price.

They can Protect your Interests

It is in your best interest to keep the sale of your company confidential – if it gets out that you are selling this could potentially alienate employees and customers and give your competition the upper hand. By yourself, when approaching potential acquirers, it is difficult to protect the identity of the company as it’s not easy to solicit interest without disclosing who you are. An M&A adviser, on the other hand, will have interested parties sign a non-disclosure agreement before they are given any information about the business, including the name of the business and the owner. At this stage, it is also important to gauge whether the company you are approaching has the finances to purchase your company – again, this is something which is difficult to do without compromising confidentiality.

They Add Valuable Resource

They say ‘first impressions are the most lasting’ so when it comes to selling your business, it is important that a potential acquirer’s first impression is first rate. An M&A adviser can assist with this through their proven processes that help businesses to market themselves as the complete package. As well, engaging an M&A adviser can add credibility to potential buyers as they can see that you are serious about conducting a transaction, which can save time and improve offers.

When you first started your own business, you were probably brimming with entrepreneurial spirit, otherwise the company would never have got off the ground in the first place. Now, however, you are feeling lacklustre towards your business, as the mundane tasks to keep the business going are taking over and hampering your entrepreneurial spirit. Here are four steps to take action and get your business moving forward again:

Delegate Tasks

As your business grows you might find yourself doing increasingly more menial tasks to keep the business going. To ensure you have time to focus on the business, these tasks need to be delegated. Granted, this is easier said than done as you might want to stay in control rather than train somebody else to do them; however, if you continue to do this you are working in the business rather than on it. To ensure that you are the visionary and troubleshooter that you need to be, delegate work – you’ll be able to work on the bigger picture and your employees will appreciate the trust and responsibility you give to them.

Work on Goals for the Year Ahead

If you have got to a point where you have grown from a start-up then it might seem like the largest hurdle has been overcome. Nevertheless, you need to keep this momentum going to watch the company flourish. To do this, it’s a good idea to have plans and goals for the upcoming year, setting aside time to break down your goals into smaller steps with these to be actioned monthly, or even weekly. If these tasks are scheduled, and you ensure they are actioned, then this helps to make sure these goals are accomplished.

Encourage Innovation

If the day-to-day has become monotonous and the business is plateauing then you might want to encourage innovation to take the business in a new direction. To innovate it is useful to listen to both your customers and employees, as well as encourage your employees to take risks and think outside the box. This way, new ideas can be created and prevent the business from stagnating.

Take Some Time Out of the Business

Taking some time out of the business can help you to recharge. Whether this be scheduling time for yourself each evening, making sure you take time off at the weekend, or going on holiday, taking time out can help you to take a step away from the business and refresh, helping to stimulate fresh ideas.

Find the right partner.  

Partnering with the best team of experts to help you sell your business is the most important thing you can do when seeking a buyer you can trust. Not making the right choice can cost you time and money. Because you want to sell at the best time, you don’t want to waste time talking to the wrong people. By working with an experienced and globally renowned mergers and acquisitions team such as Benchmark International, you can mitigate the risk of letting an under-qualified broker deal with the sale of your company. You’ll want to make sure the firm you choose has highly specialized experts in your area of industry and the kind of global connections that can find the best buyer for your business.

Stay involved in the process.

Even if you work with an experienced firm to facilitate the sale, you want your relationship to be a partnership. They are going to work hard for you, but you know your business better than anybody. Finding a team that wants you to remain engaged in the process will result in a sale you can feel good about. By staying involved, you are also giving prospective buyers added confidence in their purchase.

Know your magic number.

It is crucial that you have an idea of your company value before putting your business on the market. Any reliable buyer will expect to be given accurate financials about your business. It is recommended that you seek the help of an organization that has the expertise in achieving maximum values for businesses. They will help you assess the value, fix weaknesses, boost strengths, and form your ideal business exit strategy for maximum success.

Be honest.

Represent your company accurately when dealing with prospective buyers. Inflating numbers or trying to cover up issues can result in a failed deal when the actual financials come under review. If you want to trust the buyer with your business, you should expect that they would want to trust you, as well. 

Be prepared.

Being adequately prepared is also an important step in selling to the right buyer. Make sure you have all the documentation in order regarding finances, profitability, real estate, and staffing. Make sure inventory is fulfilled, records are current, and taxes are paid. Being prepared can affect the price your business will command in the marketplace, as well as the level of interest from quality buyers. 

Think ahead.

Do not get so focused on the sale of your business that you are not thinking about the transition period. An experienced partner can help you keep your focus in the right place and ensure that you and the buyer are on the same page, and both are properly prepared for the transition. 

There is plenty to consider when taking on the daunting task of selling a business. Keep in mind that while you are an expert in your particular business, arranging its sale may be beyond your range of expertise. Relying on a knowledgeable team such as your partners at Benchmark International can ensure that you get the value you deserve and sell to a buyer you can trust.

Are you considering selling your company and retiring? Once you have an exit strategy planned, it is time to think about where you will spend the best years of your life. We have compiled a list of inviting destinations to inspire you to make the most of your retirement.

New Zealand
Relocating to New Zealand has the power to change your entire outlook on life. It is home to a pristine environment, quaint communities, and amazing weather. There is plenty of sunshine and little variance between summer and winter temperatures. The unique landscape offers black sand beaches, expansive mountains, glowing caves, and delightful wildlife such as seals, penguins, and dolphins. The island nation is also home to world-class wineries, mind-blowing golf courses, luxury sailing, and exclusive spas

Monaco
The gorgeous French Riveria is home to this ultra-glamourous city-state that is often noted as one of the best and safest places in the world to live. Settle in among the worlds VIPs and high rollers in this tax haven of luxurious real estate and natural Mediterranean beauty. The climate is quite temperate, the location is in close proximity to all of Europe, and the healthcare is first-rate. Monaco has quite the gambling and cultural scene, and you can expect to be surrounded by luxury homes, vehicles and yachts.

The Dalmation Coast, Croatia
The scenery in Croatia is breathtaking along the crystal clear waters of the Adriatic Sea, with lush mountainside forests and spectacular castles. The country offers a rich culture, with Gothic and Renaissance architecture showcasing a unique background of centuries of heritage. The local cuisine is delectable and the country is also boasts a renowned wine region. From skiing to sailing to diving, there is a wealth of things to do while you enjoy all four seasons.

Algarve, Portugal
One can live quite well in this culinary paradise on very little money. Rent is inexpensive, the area is safe, English is widely spoken, and the scenery is rich with churches, pagodas, temples, mosques, and British-colonial buildings. The cost of healthcare is also low. Malaysia is one of the top five countries in the world for medical tourism with several private hospitals that are internationally accredited.   

The Cayman Islands
The Cayman Islands may be one of the most relaxing countries in the world in which to retire. Spend your days basking on pristine white beaches, indulging in the hundreds of restaurants, and taking in the vibrant cultural scene. The tropical climate, clean air, and high quality medical care make the country ideal for a healthy, stress-free lifestyle. It is also quite possibly the safest of the Caribbean Islands, with one of the lowest violent crime rates in the world.

Costa Rica
The tropical climate is a big attraction for anyone looking to move to Costa Rica. But the region offers much more to consider. Gorgeous beaches, rainforests, and mountains compliment the bustling cities and quaint towns. There is excellent medical care, modern infrastructure, a rich culture, and a laid-back way of life. It is truly one of the most peaceful places in the world. You’ll also find a very welcoming expat community and irresistible real estate opportunities.

Santo Domingo, The Dominican Republic
Enjoy a relaxed Caribbean life balanced with the benefits of a growing economy. The country’s infrastructure has improved greatly over the past 10 years. It has two international airports to accommodate convenient travel needs. Plus, the area offers a uniquely sophisticated European lifestyle with incredible dining, shopping, culture, and history. Whether you’re strolling the cobblestone streets alongside glass skyscrapers, or sailing around the thousands of miles of aquamarine coastline, Santo Domingo is a place of worldliness, charm and excitement.

Did you see the Top 10 Places to Retire in 2018?

Abruzzo, Italy
Located in central Italy, Abruzzo is comprised of beautiful small cities that are abundant with culture and warm, friendly faces. Considered the most romantic corner of Italy, the sprawling countryside is sprinkled with vineyards, orchards and groves. You’ll have access to amazing cuisine, majestic castles, and picturesque parks. Beaches and mountains are both nearby, and it is only a one-hour drive to the metropolis of Rome.

Malta
Enjoy a warm and sunny climate along with a luxurious lifestyle on the Mediterranean island nation of Malta. It is Europe’s smallest country but it is big on culture and things to do. Imagine yourself dining al fresco along the coast while basking in beautiful sunsets, or sailing around the islands while taking in the enchanting architecture. Malta is also home to many organized groups for expats, offering horseback-riding clubs, running clubs, dinner nights, and more.

Dubai, United Arab Emirates
BelIf you’re seeking an extravagant lifestyle, Dubai is definitely one destination to consider. Every inch of this city is built with luxury in mind. Make your home at the top of one of the world’s most majestic skyscrapers and overlook this spectacular oasis in the desert. Or settle into a luxury villa in a gated community on iconic Palm Jumeirah island. Here you’ll find plenty of glitz and glamour, a popular boardwalk, beach clubs, spas and a nightlife scene. Dubai is also a great location for making new business connections.

If you’re ready to start planning your retirement, contact Benchmark International for help with your exit strategy.

Planning for retirement can be a daunting task, but if you follow some basic principles and seek the proper help, the process can be reassuring and even empowering. 

Start with the numbers.

The first step you will want to take in planning your retirement is to figure out how big of a nest egg you will need in order to live comfortably. Once you set your goal, you can assess your current position and determine how much time you will need in order to meet that goal, and any additional steps you’ll need to take to make it happen. Consider the amount of income you expect to earn over your remaining working years and how much you want to contribute to retirement plans. A quick Google search for online retirement calculators can give you an easy starting point. 

Determine your company’s valuation.

Before you can thing about selling, you need to know what your business is worth. Your company’s cash flow, market value comparable to other companies, and precedent transactions are all factors in business valuation. You’ve worked hard to build your business and you shouldn’t have to make compromises when you want to retire. Consulting a company broker such as Benchmark International will help you get an accurate picture of your company’s worth and take the next steps in selling your business in the smartest way possible and with the smoothest transition. After all, you want your freedom to retire, but you also want your employees to be taken care of and your core business values to remain in tact.

Invest early.

It’s crucial to start investing in your retirement as early as possible. Whether it’s a 401k or an individual retirement account (IRA) or both, investing sooner means earning more interest. 401k plans have higher maximum contribution levels and a preselected list of limited investment choices. IRAs allow you to invest in a wide variety of mutual funds, exchange-traded funds (ETFs), and individual stocks and bonds. 

Another option to consider is a Simplified Employee Pension (SEP) plan. It gives the business owner a vehicle to contribute to their employees’ retirement savings as well as their own, with easy setup and flexible options for funding. Annual earnings are not taxed and it grows tax-deferred, and there are no maximum contributions. 

Most importantly, all of these options allow your money to grow tax-free. If you have already begun to invest, take a step back to look at your investment plan and see if you need to make it more aggressive to achieve your goal within the expected timeframe. Consulting a financial expert can help you choose what type of retirement plan is right for you and create a blueprint to make the most of it. 

Strike a balance.

Saving and investing are not one and the same—and you’ll need to do both. Place money into a savings account that has slow but guaranteed growth. As a counterbalance, invest money in an investment account that carries some risk. While there’s always a risk you can lose your principal, the return may be quite high if invested wisely.

Diversification of your financial portfolio is also an important component of your retirement plan. Factor in goals, risks, and think about how to reduce vulnerabilities. The younger you are, the more aggressively you can invest. Consulting a financial planner can help you easily determine what is right for you.

Get exit planning advice.

You’ve put everything into building your business. When the exciting time comes to move on from that business, you’ll want to start planning your exit strategy sooner rather than later. Think about how you would like to see the business make a successful transition. Think about increasing the value of your business and selling at the right time. The smartest way to do this is to partner with a trusted M&A firm such as Benchmark International to help you make your dreams a reality. They will help with your company valuation and offer a winning strategy tailored to your specific needs, and even help you find the perfect buyer. Even if you only wish to partially retire, creating an exit plan opens up your options and gives you peace of mind for when the time comes for a transition.  

Take the next step.

If you are ready to plan for your retirement and create a successful company exit strategy, call Benchmark International today.

Determining whether it is a good time to sell your business is one of the most challenging decisions a business owner has to make. There are innumerable factors that affect this decision and it’s important to not get overwhelmed. A few things to take into account are financial situation, the company’s future/outlook, the opportunity cost of time, and the type of deal structure being pursued.

Financial Situation

Usually, the first factor that business owners consider when making the decision to sell is the financial impact this will have on their lives. It’s important to analyze one’s current lifestyle and how a potential sale would change that – what the payoff would be. Unless a business owner is in a troubled situation, they’ll want to make sure that the decision to sell will not hinder their long-term lifestyle. A hasty decision here can have a catastrophic economic ripple effect. But, selling at a time that maximizes economic profit can potentially result in lifelong financial freedom.

Company’s Outlook

If an owner is at a point to even consider selling a business, there’s a high probability that they’ve put in a significant amount of time, effort, and capital into it. Pondering this decision generally stems from a plateau in company growth or changes in the industry landscape. When this stage is reached, one must determine if they are in a position to take the company to the next level or if it is better to move on after building it to this point. It’s important to understand that being aware of “when to get out” is not a slight on the owner. Rather, it is the recognition of an opportunity to pursue other goals. The business has been a large part of life, the employees are important, and the hopes of a successful future is why companies are built. So, the key is to make sure that the “hands” the company is going to be in moving forward satisfy the needs of all the key people that are going to be impacted by a
potential transaction.

Time

Letting go of something that has been such a large part of one’s life can be very daunting. The fear that this is “the end of the line” for a business owner is often what doesn’t allow an individual to make a decision with sound judgement. The opportunity cost of time needs to be taken into consideration – that is, what you can allocate time to in life that you were unable to do before. Perhaps an exit can allow more time with family or another business venture; all such options open up more once the full scope of a business sale is analyzed beyond the initial fear.

Deal Structure

The type of deal for a business sale is arguably the most important factor when making the decision to sell. The beauty about this is that deals can be structured in almost any way imaginable. Many owners think that selling a business is an “all or nothing” type of transaction. But the reality is that majority of business acquisitions are centered around partial sales and/or long-term seller incentives. It is perfectly reasonable for a founder/owner to retain ownership to “keep some skin in the game” or to have a management agreement that allows them to continue being involved in the company. Owners need to educate themselves on the kind of deal structures most suited for them and understand that the scope of deal types is far more customizable than people realize. 

As has been pretty clear, there is no cookie-cutter process behind making the decision to sell a business. Individuals need to take countless variables into consideration when doing something of this magnitude. A great way to begin this process is to narrow down what aspects of the decision are most important to the owner and then analyzing each variable individually. Most importantly, don’t forget that if a deal is thinkable, it is achievable.

For the last several years, the saying has been “There’s never been a better time to sell.” Multiples have been high. Buyers have been plentiful. Debt has been cheap.  Optimism has run strong. The truth is, it is undeniably still a great time to sell; it’s never been better.  But …

It takes time to sell and for the first time since emerging from the Great Recession, certainty about whether or not the later part of the new year will be a good time to sell- the best ever – is down. Anyone who says they can predict these markets is a fool.  But the probability of a turn is certainly high and increasing as we begin this year.

The good news is that the signs indicate not an immediate downturn but rather one that can still be beaten to the finish line. Selling a business should take six months to a year. Thus anyone moving out now on a process should be able to take advantage of these good times – if they get started fast and, more than ever, move diligently and place a higher emphasis on certainty of close when selecting their winning bidder.

The change in the tea leaves really began in November and accelerated throughout December. Some of the key indicators include:

• In a December Duke University poll, almost half of responding U.S. CFO’s stated that they believed a recession was likely to occur in 2019. Even more compelling, more than 80% of those CFO’s felt recession would strike by the end of 2020.[1]Right or wrong; the respondents to this poll are the key influencers of the amount of M&A activity generated by strategic buyers – and those most responsible for bad deals. If the economy does sour, or they simply believeit is going to sour, they will not be sticking their necks out for adventuresome acquisitions at record multiples.

1. The public markets provide several signs.  The first is the relative comparison of the large caps, to the midcaps, and then to the small caps. The M&A market for privately-held companies can essentially be seen as a microcap extension of the public markets. While we all know the public markets did not do well last year, what most have not commented upon is that in the last four months of the year, according to the Wall Street Journal, (2) large caps were down 5.5%, midcaps were down 8.6% and small caps are down 16.4% going into the last trading week of the year.We’ve not yet seen the extension of this extrapolated line into the private markets but one must wonder how long the trickle-down effect will take.  Smaller companies tend to do well at the beginning of an upturn and larger cap companies do better at the end.

• Debt is becoming a more attractive alternative for investors. This will be problematic to the sellers of businesses for various reasons. Most obviously, M&A buyers are large consumers of debt. They use it to buy companies. If they must pay more for their debt, they have less money left in their accounts to offer sellers. Less obviously but probably more significantly, the historically abysmal returns debt has offered for much of the last decade have led many typical debt investors, including insurance companies and pension funds, to provide equity to private equity funds. Flush with this extra cash, PE funds have been on a buying spree which is commonly stated to be the driving force behind today’s frothy valuations. As those investors shift back to the more normalized bond markets, private equity will have less energy and vigor for aggressive bidding.

• The financial press seems to be of the mind that the artificial boost to strategic buyers provided by the recent tax cuts has run its course. Is this a fair assessment or simply “Trump-bashing”? We have no idea but we all know that in the markets, sentiment is often more important than reality. Perhaps the fact that 2018 saw increasingly attractive results for sellers was a result of those tax cuts carrying the bull market on around for one last lap. Again, we are not talking certainties here, just indications and probabilities.

• The strong dollar has dampened the ability of foreign buyers to compete in the US markets.With yet another class of buyers lowering their activity levels, it may not be long before the laws of supply and demand kick in and the equilibrium point on the old supply and demand curves shifts down and to the left.

• China has largely gone home. As 2018 proceeded, the Chinese government tightened its grip on the export of capital. In the last half of 2018, the US government began to make Chinese investors feel unwelcome as well. Numerous high-profile deals were killed in a very visible fashion as a result of regulatory interference on both sides of the Pacific. These included, most notably, the purchase of Recurrent Energy Developments operations by Shenzhen Energy in August and then Broadcom’s acquisition of Qualcomm.  According to CNN Money, Chinese investment in the US fell by 92% between the first half of 2018 and the first half of 2017 – 92% - and has been declining steadily since the second half of 2016.[1]Add to this the late 2018 US-China financial cold war and China’s slowly increasing realization that it has been splurging on debt that is now coming due and proving hard to pay down, and the spigot is now approaching the closed position.

• Forecasted growth of companies in the US public markets has taken a definite downturn. The S&P 500 saw collective growth of 7.3% in sales and 8.2% in profit year-over-year in the third quarter. The Wall Street Journal has been consistently predicting over the last three months that those same figures in a year will have fallen to 5.4% and 4.1% respectively.[1]While the private markets are not the public markets, both are selling that intangible asset known as future cash flows and if buyers feel the big companies can’t continue to deliver outsized returns, they are likely to share at least some of that sentiment when it comes to the private markets.

• Divided government might bring an end to the pro-business approach demonstrated over the last two years. The people that matter state that decreased regulation, lower taxes, and a more tolerant enforcement environment have benefited their businesses and increased the prices they are willing to pay for companies. But a period of more compromise is now inevitable and the uncertainty of the 2020 elections will likely only grow and bring with it a sense of increased risk that will affect valuations.

• All good things must come to an end. We have enjoyed a ten-year bull market in M&A, both private and public.  That qualifies as “long in the tooth” to be as polite as possible.  It seems that 4% GDP growth is not sustainable. Unemployment can’t go any lower. Further tax decreases seem unlikely. The federal deficit and debt are growing. Interest rates are not likely to drop. Confidence and sentiment could not be higher than they were three months ago and are in fact a bit lower now than they were then.

The good news is that we’ve seen absolutely no indication that the market for private companies has yet been affected by these indications. Furthermore, changes in valuation, whether favorable or unfavorable, have not historically occurred rapidly. If there is to be a drop in multiples, it will be perhaps not gradual but at least measured. That said, the probability we now face is that we are more likely than before to look back from a spot twelve months in the future and say “I remember when it, was the best time to sell.”

Author:
Clinton Johnston
Managing Director
Benchmark International

T: 1-813-898-2363
E: Johnston@benchmarkcorporate.com

So you’ve made the big decision – you’re going to sell your business. This is likely a stressful time for you as have probably spent a lot of time and resource building up the company and may be nervous about seeing it pass over to new hands. So, from here on in, you would like to minimise the amount of stress involved by avoiding any mistakes which can easily be averted. The following are common mistakes to avoid and how Benchmark International can help:

Only Pursuing the Largest Acquirer

Surely pursuing the largest acquirer is in your best interests as they will be able to afford a premium for the company?

While they may be able to pay a premium for the company, they may not necessarily do so. An acquirer is likely to pay a premium for your company because there are synergies in place such as similar markets, products or customers that could be combined, but a large acquirer typically does not need to make the acquisition to enter these markets. An acquisitive party could also benefit from economies of scale and, therefore, will pay more for the target, but a large acquirer is unlikely to benefit from this. Even if a large acquirer is willing to pay a premium, they may absorb operations into their own company, which can cause complications for the handover, particularly if you are loyal to existing staff.

How Benchmark International Can Help: Look at all aspects of the deal and how it can benefit your company. Benchmark International can assist with sourcing the best fit for your company.

Not Looking at the Bigger Picture

You’ve just received an offer from a potential acquirer – on the surface of it, it looks good, surpassing your expectations. However, the structure of the deal as a whole needs to be considered, not just the total value. For example, the consideration could be deferred, or contingent on future earnings, meaning you are not receiving all cash upon completion. It is also important that if you do decide on a structured deal, that these elements are protected, ensuring you receive the consideration.  

How Benchmark International Can Help: Benchmark International will thoroughly analyse all offers received, negotiate earn-out protections and can assess any contingent targets to ensure that the seller is able to maximise the consideration received. 

Not Creating Competitive Tension

It can certainly be a benefit to enter into the M&A process with potential acquirers in mind, perhaps one of these has even approached you at some point. However, even though it may be tempting to dive straight into a deal with an acquirer that wants you and complements your company perfectly, it is still vital to create competitive tension by generating interest from other potential acquirers. If the acquirer in mind can sense that they are the only one with an offer on the table and that you are anxious to sell to them, they could take advantage of this with a low offer.

How Benchmark International Can Help: Benchmark International will employ an approach where all potential acquirers are approached and exhausted before accepting any offers.

Using an M&A Sector Specialist

This may seem like an odd ‘mistake’ to make – why wouldn’t you want to use an M&A specialist operating specifically in your sector, surely you don’t want a generalist?

The reasoning behind this is that a general M&A firm will be able to think outside the box and target a large pool of acquirers, not limiting itself to those just in your sector.

How Benchmark International Can Help: Benchmark International has a vast and growing number of contacts giving you the best chances of receiving multiple offers, as well as significant experience across a broad number of sectors, leveraging this to identify the areas where the greatest synergies can be exploited.

Leaving it Too Long

To obtain the best price and right fit for your company, it is crucial to enter the market at the right time. It is important to strike a balance between seeking to sell when the company is on a growth curve, but also not missing the window of opportunity in the market cycle. Equally, it is important not to sell when you become desperate (e.g. you are looking at retiring soon) as acquirers could become aware of this and lower their offer accordingly.

How Benchmark International Can Help: Look at selling earlier than anticipated, not when you want an imminent exit. Benchmark International can best advise on when the right time is
to sell.

Neglecting the Day-to-Day Running of the Business

M&A transactions can be time consuming, but it is important not to let it get in the way of running the business. If an acquirer is interested in the business because profits are increasing, or a new product is due to be released to the market, for example, and this does not come into fruition because  you have taken your eye off the ball, then this could lead a buyer to renegotiate, or call the whole deal off.

How Benchmark International Can Help: The pressure of selling your business can be alleviated by Benchmark International as it will handle negotiations, leaving you to focus on running your company.

Not Negotiating Effectively at Critical Stages

Offers may go back and forth between yourself and the potential acquirer and at this point you are in a good position to negotiate. It is not until the Letter of Intent (LoI) is signed that the advantage swings to the buyer. Although the LoI is not typically legally binding it does usually stipulate a period where the seller cannot pursue further leads in the market (an exclusivity period), so competitive tension is lost. It is important, therefore, that you are completely happy with the terms (which can include such things as price, length of the exclusivity period etc.) before the LoI is signed to avoid either having to back out of a deal that could have been lucrative or being tied to a lengthy exclusivity period.

How Benchmark International Can Help: In all stages of negotiating, Benchmark International will do this on your behalf with your best interests in mind.

Author:
Lee Ritchie
Senior Director
Benchmark International

T: +44 (0) 1865 410 050
E: Ritchie@benchmarkcorporate.com

As an owner of a business, there are often times when the employees of the business can become like an extension of the owner’s family.  Employees are often present during challenging times in the business owners professional and personal life and the owners of the business can often be a stabilizing presence in an employee’s life.  One of the biggest concerns of a business owner is what the welfare of their employees will be upon a successful sale of the business. Often times, the concerns can be placed into four broad buckets,

1.) Will the employees be keeping their jobs?

2.) Will the employees be keeping their same level of compensation?

3.) How will the insurance benefits change, if at all?

4.) How will our company culture change – do we still have team building events planned every    quarter and holiday bonuses we can count on?

The answers to these questions can go a long way in determining whether a buyer is the perfect fit for a business, outside of the fundamental valuation and transaction structure.  Mergers and acquisitions are complicated endeavors, involving an incredible amount of work and attention to detail.  While in the midst of an acquisition, HR Departments are the group tasked with managing perhaps the most valuable part of a company – the human capital.  Granted, some aspects of the transaction are unavoidable, including the letting go of employees in an underperforming division or in a role that will be redundant within the acquirer’s organization.  But, if both buyer and seller can get on the same page and formulate a plan for informing the employees of a change, this will ease the transition and mitigate the fear of the unknown. 

Now, to address the first question that will come to an employee’s mind upon finding out their firm is being acquired – am I going to keep my job?  In the vast majority of transactions, employees will retain their roles and often times an acquisition can be an opportunity for upward mobility within a larger organization.  Timing will be of the utmost importance when it comes to making any type of announcement regarding an employee’s employment status, whether positive or negative. One hurdle to avoid at all costs is raising alarms unnecessarily.  In order to avoid this complication, it’s best to announce a merger or acquisition upon execution of a Definitive Purchase Agreement and the transfer of funds. This ensures that the deal is closed and official and will eliminate the risk of pulling the rug out from under the employees of a recently acquired company.  

When the topic of compensation arises, there are numerous factors at play, including the performance of both the buyer, seller and individual employee as well as the defined compensation structure that already exists within the buyer’s corporate infrastructure.  Having a discussion regarding compensation can also take a different tone – perhaps a buyer can offer employees a more compelling work/life balance, an office space that offers the opportunity to exercise, eat healthy or be in a location that is convenient and offers easy access to post office hours entertainment.  Being able to pitch potential employees on all of the value that a buyer offers aside from the number on their paycheck can help bridge any perceived gaps
in compensation.

Beyond the importance of staying employed and maintaining the current level of earnings, individual employees will also be concerned with their benefits package and whether the buyer offers a more compelling insurance package or one that could be considered a down grade.  In any event, being completely transparent about the pros and cons of the new benefits package will be important in mitigating the fear associated with change.  A buyer who makes themselves available to answer questions that are both qualitative and quantitative in nature will be able to ensure a smoother transition.  This would include providing feedback mechanisms such as one-on-one interviews, focus groups and anonymous surveys.  In most cases, there is not a need to turn everything upside down immediately – buyers should not expect for all the new employees to join their new health insurance plan immediately, buyers should also consider letting the new employees keep their old PTO until the end of the year, if a new employees has already reserved PTO, a buyer can still honor that time and garner a little morale. 

 Ultimately, communication will be key - giving employees an opportunity to feel seen and heard will give them the sense of feeling valued by their new employers.  Additionally, this will bring a level of comfort to the seller that those individuals who helped them achieve success will continue to be taken care of and that the culture of a company that takes years to create will remain intact and continue to permeate throughout the new company.

Author:
JP Santos
Senior Associate
Benchmark International

T:   +1 (512) 861 3309
E: Santos@benchmarkcorporate.com

Over 88% of business owners think their business will stay in the family. In fact, only about 30% of family-owned businesses survive into the second generation, 12% are still viable into the third generation, and only about 3% of all family businesses operate into the fourth generation or beyond. As baby boomers are heading for retirement, who is going to take over the businesses the boomers are looking to sell? 

Today’s business owners are faced with multiple factors when deciding the right time to sell. The perfect time can be tricky to predict as several economic considerations need to be weighed. The majority of business owners begin this thought process when nearing retirement age, but is this too late? The most important considerations are current economic statistics, market conditions, and industry trends. These are good predictors of a sellers’ market and shows the types of buyers and private equity companies ready to invest. Buyers are looking for businesses in the growth and maturity stages of their business life cycles. During these stages, operational bottlenecks are becoming managed and demand, profits  and lasting customer relationships have been built. Business owners sometimes have the tendency to postpone selling until operations and profits begin to decline. This is a costly mistake for any business owner wanting to maximize their company’s value.

Sellers should strive to put aside personal feelings anchoring their decision-making process when considering their exit strategy. When considering selling, business owners should focus their attention on asking is my business in a financial incline, is my staff in place able to succeed without me, do I have a diversified client structure, and are my capital expenditures under control?Business owners need to consider these objectives now and determine if a sale is the right decision. Economic environments quickly change and in order to achieve a premium sales price, a favorable market is the key. Currently, multiples are at a historic high with limited quality businesses available for sale. Baby boomers are holding on to their businesses and aren’t willing to sell until they have to. 

This can be a hard-personal decision to make for owners who have built their companies from infancy. Owners are conflicted with their decision, asking did I do the right thing, did I maximize my company’s value, will my employees be taken care of, and what is next in my life.Before considering the sale of your business, define both the internal and external factors and remove any hidden traps that cloud your decision-making process and can result in missed opportunities. By having a written exit plan, an experienced team of advisors, and patience, business owners will realize the full value of their life’s work.

Here at Benchmark International, we understand the emotional and physical stress that accompanies the decision to sell. Our experienced advisors assist by providing an outside perspective to business owners and by identifying suitable conditions in the M&A sector. Our responsibility is to ensure our clients are presented with all the facts and strategies to move forward. Benchmark International values close relationships and ensures that our clients are fully prepared to make the right decision when the day comes.

Author:
Kendall Stafford
Managing Partner
Benchmark International

E: Stafford@benchmarkcorporate.com

The dream of running your own business was once a thrill that filled you with excitement. Perhaps, it was the idea of being your own boss fueled the passion behind your drive, or the prospect of providing a new product to a targeted market. Whatever the case may be, you’ve made it to this point in time right now because something is different (hence, why you are reading this article).

Maybe business is great, you’ve reached a plateau or your company is in decline.  Irrelevant of the situation you aren’t fired up about your company like you used to be and you no longer have the same passion for your company that used to be there or, in the worst case, you feel like it is killing you!  Your dedication to your business seems to be affecting your personal life and your health, whether it be mental or physical, in a negative way. Going to work each day is getting tougher and tougher, a dreaded obligation, and you feel like your tank is running on empty.

When your personal life and your health are in decline, it’s probably time to explore your exit strategy options. The first step you need to take when you reach this point is to open up conversations with a sell-side mergers and acquisitions team who can help you determine what those options are.  Starting the discussion now will allow you to have a better “diagnosis”, but here are some flags to look for if you aren’t sure if now is the time to contemplate an exit:

1)    You’re spending too much time on back-office and administrative tasks– Most business owners who find themselves in this situation have driven their company to success and have a very nice company, having it from nothing at all.  The reality is that owners do this as the primary visionary who pushes business development and sales.  Truthfully, there is seldom an employee who can deliver the passion and expertise for your company than you can.  Over time as a company grows, many owners fall prey to becoming employees themselves who are constantly focused on obligations such as managing people, processing payroll, dealing with HR issues, keeping up with regulations, etc. which confines them to an internal office desk job.  If you are finding yourself in a this situation or similar, you aren’t the only one and there are many ways to revive your daily routine that a mergers and acquisitions team can share with you.

2)     You feel like you’re “married” to your business and are contemplating a divorce – Starting a business that you expect to last for the long run is a commitment. You have to be prepared for ups and downs all along the way. As the saying goes, the only constant in life is change.  As your business will change, so will your personal life, your priorities and your focus.It can be hard to take a step back from the business because it  requires so much of your time and attention. You don’t want your business to fail, but you also don’t want your personal life to suffer at its expense. Having a family, or missing out on life’s small moments repeatedly, can make you reevaluate your priorities. If you find yourself being at the business more than at your home, it’s probably time to start the exit conversation and learn more about your options. 

3)    Your Business has Grown Substantially and You Can’t Keep Up with the Demand – This appears to be a good problem to have, but in reality, if you can’t keep up with your business, then the business is walking a thin line between failure and success. Likewise, you are probably coming to your maximum height of stress too. So, what do you do? Being able to understand that you don’t know what you don’t know is key to catapulting your business further into success. Any one person can only do so much. At some point, you need to assess how you can be of more value to your business. If your value lies in innovation and new ideas related to the service you provide or expanding your footprint, but you can’t produce your products or deliver your services fast enough, or if you aren’t spending enough time on innovation because you’re busy on making sure your current client pool is satisfied … you are losing money, and your business will decline. The business you have grown from the ground up deserves to reach its full potential and there are many paths there.

4)    You Daydream About the Day When You Won’t Have to Work Anymore – Running your business has become a chore. You are constantly one foot in the door, even when you’re home. You’ve reached that point where it just feels like your life is your business, and retirement on white sandy beaches sounds more and more intriguing. Being a business owner isn’t a walk in the park, and you need a plan in place, so when those retirement dreams start flooding your mind, you can put your plan into motion.

If you have come to a point in your business where you feel like it is constant stress and you have no relief, then it’s probably time to sit down with a sell-side mergers and acquisitions specialist like Benchmark International and discuss your exit strategy options. There are a vastly more avenues you can explore that will relieve you from the status quo that will allow you to continue pursuing your personal and financial goals while ensuring the legacy of your company remains intact and that your employees will continue to be taken care of.

Bringing a business to success is an emotional journey from start to finish. Years are spent making sacrifices and taking tough decisions. So, as you get closer to retirement age, choosing to sell your business can be a bittersweet step to take. You raised your business like a child, and you have grown attached to it. How do you begin to make the decision to sell it?

First and foremost, you need to know your reasons for selling. Perhaps, you started your own business, so you could take control of your life and call the shots. Maybe, it was to provide a better life for you or your family. If you are reaching retirement age, then you have probably made a full circle and came back to those initial reasons. Those same motivators can be the drivers behind your ultimate decision to develop a strategy so that you can exit your company.

You love your business, but you love your family too. Perhaps you feel it’s come time to refocus your time and energy on your personal life. That’s okay, and you have several options at your disposal. Balancing work life and home life can be a challenge. Don’t let your obligations to your business keep you from fulfilling your goals at home.

If the decision to sell is on the table, there are a few paths you can take. A partial sale of your business is one option. This option is intriguing if you aren’t sure if you are ready to leave your business entirely. Bringing in a strategic buyer for your business that can begin working alongside you and help your business grow to its full potential will give you more time for your personal goals, while still allowing you to stay involved in your business. You can take on a less rigorous role without having to step down completely.

Strategic buyers are looking for a synergistic partnership that will allow them to either expand their footprint within a particular market, or one that will give them the chance to break into a new industry. Your business will add value to a strategic buyer’s plans , so they will want to see success in your company. This means your incentives will be aligned and if your company isn’t successful, neither is theirs.

Another option is a sale with an eventual complete exit. A complete sale does not have to happen immediately. You can slowly transition out of your business over time. This is a good option if you want to retire and leave your business completely, but care about your employees and the legacy you’ve left behind after you are gone.   

A buyer who buys your business out right is called a financial buyer. Your business is an investment, and this buyer will need to have a management team in place, most likely your management team. If you want to make sure your business is going to be okay without you, it’s a good idea to transition with the business, so your employees can get acclimated to the changes as well.

Also, if your employees see your commitment and support to transitioning through the changes with them, it will help alleviate doubts they might be having about the sale themselves. When you decide to leave the business you love, you want to make sure you are leaving it in the right hands, and you want to make sure the employees who helped you build it are in good hands as well.

One thing you definitely should not do is tackle a sale on your own. If you are vested in focusing on selling your business and neglect your daily responsibilities within the business itself, you can potentially harm your business because your focus has shifted. Successfully completing a sale takes a great deal of time and understanding of the mergers and acquisitions transaction process. Patience is a virtue, and selling your business will take a little time, but with the right team in place, you can get maximum value for your company.

As a business owner, you sacrifice a great deal of time and hard work to bring your business to success. As the business grows, your workload does too. You start in the front driving innovation and sales, then you end up in the shadows working on daily operational tasks, often obligatory, just to keep things afloat. You know you’re needed to keep the business running, but you want to make sure it continues to operate efficiently if you aren’t around.