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

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

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

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

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

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

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

Author
Clinton Johnston
Managing Director
Benchmark International

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

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

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

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

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

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

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

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

Author
Kendall Stafford
Managing Partner
Benchmark International

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author
John Lousber
Transaction Associate
Benchmark International

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

Force ma·jeure /ˌfôrs mäˈZHər/ (1) "superior force", (2) unforeseeable circumstances that prevent someone from fulfilling a contract.

Airlines are suspending flights and changing rules for refunding tickets. Cruise ships companies are in tailspins. Cargo ports are operating with reduced staff and reduced hours. Entire cities are being quarantined. The Coronavirus may or may not become a major global health issue. But the probability that the disease will have an impact on global business is far higher, if not approaching a certainty. This is safe to say not because there is a high probability that the virus will impact your company’s travel or suppliers or daily operations but rather because of the dreaded force majeure provision lurking in so many of your company’s contracts. These clauses are known as the “canary in the coal mine” when it comes to large-scale black-swan type macroeconomic downturns as parties typically rush to invoke them well in advance of any actual calamity striking. One of the unfortunate lessons from 9-11 was that lawyers are not shy about advising their clients to invoke the clause to escape performance obligations on unfavorable contracts. Of course, any contract that is unfavorable to them (whoever “them” is) is probably favorable to your business.

As a reminder, here is an example of a simple force majeure clause:

For this Agreement, an “Event of Force Majeure” means any circumstance not within the reasonable control of the Party affected, but only if and to the extent that (i) such circumstance, despite the exercise of reasonable diligence and the observance of Good Industry Practice, cannot be, or be caused to be, prevented, avoided or removed by such Party, and (ii) such circumstance materially and adversely affects the ability of the Party to perform its obligations under this Agreement, and such Party has taken all reasonable precautions, due care, and reasonable alternative measures to avoid the effect of such event on the Party’s ability to perform its obligations under this Agreement and to mitigate the consequences thereof.

The definitions commonly provide examples of the types of circumstances that qualify earthquakes, war, acts of God, change in laws, civil disorder, and even labor strikes. One aspect of the clause that allows it to be used well in advance of any actual natural event such as the arrival of an epidemic is that the definition commonly includes political acts as well as natural acts. As a result, the declaration of an area as one warranting extreme caution might qualify a government order to reduce the number of flights to an area or the number of visas it grants to people going or coming from an affected area (or quarantining travelers) might qualify.

Furthermore, it seems everyone has a global supply chain. So, any of these events happening “over there” might seem remote from your business. However, for anyone with a contract that wants to avoid the Butterfly Effect can be a siren song.

* * *

At this point, you are probably asking, “But surely people don’t write this term into their contract in a way that allows them to be abused, right?” Well, this clause is kind of an atom bomb. As one does when dealing with atom bombs, contracts are designed to prevent their use and mitigate their effects. The overarching check on the amazing power of the force majeure provision is that it only relieves the party’s performance while the circumstances remain in effect. It’s temporary. Parties won’t abuse it because it just gives them a short-term benefit and then they have to face the music.

So, in the ordinary course of your business, you have to deal with the fact that force majeure clauses may face lean times even when your local environment is perfectly normal. Parts may not be provided on time. Your call center might go dark. Your IT support may not be available. And anyone of your suppliers or customers may have the same problem. As an example, a company that collects fees for collecting, cleaning, and reissuing linens to other local businesses and uses an in-house local manufacturing facility in area with no odd circumstances occurring. Let’s say Miami at present (if there is such a company) may suddenly be hit with the clause because they service cruise ships and hotels or because their raw materials come from Egypt or parts of their detergent is manufactured in Germany from elements mined in the Philippines.

Businesses can survive a three-month or six-month calamity such as this in the ordinary course of their lifespan, so people don’t usually think twice about the wording of a force majeure clause. But your business is going up for sale. And when you go up for sale, everyone looks at your last 12 months' financial performance. The ­last thing you want is a hole that has to be explained. Even if your broker can come up with addbacks to create pro forma financials to show what “would have” happened absent the event of force majeure and how rosy that alternative reality would have been, it is better to not have to do this. More importantly, it points out weaknesses in your business. Buyer favorites include you are beholden to a single source of supply, you have too much customer concentration, your business lacks redundancies, your perfect line of decades of growth and healthy margins now appears more vulnerable than it did before. Whether they believe it or not buyers latch on to these things to justify their valuations and their lenders latch on to them to constrain the debt available to get the deal done (and thus impact purchase price).

We still find buyers asking to see clients’ financials from 2007-2010. Looking back more than five years is (or should I say “was”) unprecedented in M&A, much less looking back over a decade. But it is common at this point and we see little signs that that is ending. But that was the last force majeure type event most of our clients suffered and buyers want to see how the businesses weathered it…And they aren’t asking in hopes of finding some reason to raise the value of their offers.

All the better to have the next event of force majeure occur after your sale rather than before.

Author
Clinton Johnston
Managing Director
Benchmark International

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Content Marketing

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

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

Social Media

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

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

Print

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

Direct Mail

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

Loyalty Programs

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

Mergers & Acquisitions

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

Thinking About Selling?

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

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

Industry Subsectors

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

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

Economic and Industry Factors

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

The Impact of Amazon.com

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

Automation Technologies

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

Data-Driven Tech

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

Transportation and Logistics M&A

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

Sellers are motivated by:

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

Buyers are motivated by:

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

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

Contact Us

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

1. It’s Easier Than You Think
When acquiring a business nowadays, many think of this as a very strenuous and long-term process. Though it is a large investment of time and money, if you already run a successful small business, there are plenty of transferable skills.

2. Synergy Is Key
The growth of a business through acquisition is statistically faster, cheaper, and less risky than the other methods of expansion. It is of the utmost importance to ensure that the synergy is there, and when companies are choosing to acquire or merge, the desire is for the sum to be greater than its individual parts.

3. An Acquisition Can Expedite Growth In Your Current Business
Once an acquisition is done, you immediately have access to a multiplicity of new (to you) assets and employees. Many challenges come along with combining two businesses, but this can give your current company the ability to expand to new areas and cross-sell services to existing and newly acquired customers.

4. Understanding The Value Of The Employees And Management On-Hand
Many deals come with a staff who has vast knowledge about the company and the day-to-day functions of the business. It is important to get to know the staff and ensure they have the same intentions as you for the business and the direction it is trying to take.

5. The Current Owner Is Likely To Stay In The Picture
Though many of our clients are looking to retire, it is never as simple as handing the keys over. The owner built this business, and they know the ins and outs of the company. Usually, the owner signs a contract with the buyer to stay on for a required amount of time to help the new owners/managers learn the entire process. This also gives comfort to the buyer and customers about the change of ownership.

6. Cultural Fit
Selling a business can be a very emotional process for a seller. The company is their baby, and they want to ensure the success of the company and the continued employment of the employees. Commonly, money may not be the primary motivation of a seller. They are concerned with bringing in the right fit, expanding the company, and keeping true to its roots. A good buyer would acknowledge the importance of culture and seek to maintain the culture that was created and fostered by the previous owner.

7. Businesses Can Be Relocatable
When acquiring a business, buyers are concerned with the real estate associated with the company. Many believe that some companies should be relocated for better success geographically, or to a space that has more room for development. Most businesses can do so, which buyers may be unaware of, and most sellers will entertain the idea of selling the real estate, leasing it back, or allow the buyer to break the lease altogether.

8. Funding Options
It’s often easier to fund an existing business than a startup since it already has a track record. Banks tend to offer more loan types for individuals than for established businesses. Right now, banks are lending aggressively and looking to deploy capital due to interest rates being low.

9. Time Is Of The Essence
Due Diligence is a time consuming and arduous process, so it is key to operate with a sense of urgency. Doing so inspires confidence in the seller and helps maintain excitement on both sides for the eventual transaction. Failing to maintain a sense of urgency and stick within the prescribed timeline could result in deal fatigue, a delayed closing, or even the deal coming unraveled altogether. It’s imperative to move as swiftly as possible during due diligence.

10. Using An Intermediary
The process itself is easy, but selling a business takes time and effort that business owners do not always have the time for or knowledge on. Bringing on an investment banker or business broker/intermediary can help with finding financially capable prospects, negotiating the deal, and get the deal closed without anyone finding out until the deal is done.

Author
Jack Chilcutt
Deal Analyst
Benchmark International

T: +1 615 924 8950
E: Jchilcutt@BenchmarkIntl.com

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

Ride Service Companies

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

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

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

Autonomous Vehicles

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

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

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

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

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

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

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

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

Contact Us

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

The global leisure industry is comprised of restaurants, bars, hotels, casinos, sports facilities, travel agencies, tour operators and other customer-focused business segments. This industry is subject to some very specific influential factors such as geopolitics, weather conditions, natural catastrophes, fuel costs, and changing consumer habits and demands. Technology also plays a key role in how people plan their activities and choose to experience them. This presents new opportunities for growth, and at the same time, new challenges.

M&A can be used as an effective solution for vertical integration to fill gaps across the value chain and to offer more efficient global platforms in the leisure industry
and its subsectors.

Opportunities and Challenges

The impacts of new technologies can be beneficial to businesses, but they also present new obstacles. The good news is that people are never going to stop wanting to enjoy themselves. It’s just a matter of how they go about it that faces significant changes.

• Sports Venues: With large and complicated physical infrastructures, sports facilities aim to attract more fans, fill more seats, and maximize returns. Technology aids in getting fans to engage more and spend more money both in person and from their devices. The Internet offers viewers immediate access to scores, stats and updates. While this can enhance sports venues’ offerings, there is also the challenge of competing with home entertainment systems that allow consumers to create their own fan experience in the comfort of their own homes.
• Travel Agencies and Online Booking: There was a time when booking a vacation meant picking up the phone and calling your travel agent. But today, people turn to travel booking websites and apps to plan their trips, leading to overhauled business models. Online travel agents are looking to expand, increase their geographic reach, and be more integral to their customers’ experiences. Additionally, in the world of platforms such as Expedia, Kayak and Priceline, there remains little differentiation among brands, keeping the segment ripe for consolidation.
• The Gaming Industry: The loosening of sports-betting regulations is driving change in the gaming industry. People are increasingly able to gamble online in various capacities, and while casinos are adopting strategies to capitalize on these opportunities, there is still the prospect of less foot traffic that would have transferred to more money spent on in-house dining and other in-person gambling options. This sector is prime for consolidations and partnerships.
• Restaurants: Once a very brick-and-mortar focused sector, new technologies allow customers to opt for food delivery companies and apps to bring dinner to them rather than dining out at a physical restaurant location.
• The Cruise Industry: Cybersecurity is an important concern within this sector, as more people spend more time on their connected devices while they enjoy their cruise vacation. Personalized data-driven technology improves the passenger experience, but it also requires more integration so that more systems can share more information.
• Hotels: Web platforms such as airbnb have changed how people lodge on their vacations, moving tourism traffic from concentrated urban areas to more residential neighborhoods.
• Amusement Parks: Consumers seek out unique and immersive experiences through their tech. Theme parks are creating new partnerships to cater to these demands, and seeking out novel ways to tap into new markets. These partnerships can be less capital intensive and give businesses flexibility to adapt to changing trends.

Cross-Border M&A Considerations

Cross-border M&A transactions can involve several issues as political, cultural and economic environments evolve and regulations change. Certain due diligence factors should always be considered for these types of deals are expected to result in success stories.

• Transaction framework: This involves careful evaluation of pricing (maximized value), timing, and certainty (public reputation and proof of funds)
• Regulatory compliance: Focus on cybersecurity, foreign investment laws, national security laws, fraud, sanction violations, and money laundering
• Antitrust and competition: This includes overlaps between brands, overlaps between operations, market concentration, and specific clearances
• Technology and intellectual property: Thoroughly assess trademarks, domain names, IP rights, third-party licensing, existing claims, infrastructure, loyalty programs, data privacy laws, and databases

As with M&A transactions in any industry, there are several other areas that must be considered for due diligence and company valuation, including management agreements, financing, tax structures, employment issues, and other operational risks.

Contact Us

If you are thinking about selling your company, or would like to start exit planning, contact our M&A specialists at Benchmark International to start the process. We can help you understand your options and key factors for consideration, and get you on your way to a deal that works best for your vision of the future.

Many buyers, particularly those working at private equity shops and family offices, have experience in larger markets and, therefore, with more financially oriented, data-driven sellers. If this describes your background, it can be helpful to consider the following insights about sellers in the middle markets. You might be surprised by some of these realities

1. If they were pilots, they would fly by sight, not by instrument. They do not make decisions based on data. They do not need the data. They walk the floor. They see how many trucks leave the yards every week. They are in on the big sales call. Their stepson runs the IT department. You of course want the data, but they have not been spending the time or money to collect it.

2. They may not have fully developed back offices. Our clients are successful and their businesses have grown, often beyond their expectations. They are good at what they do and they enjoy being in control. It is common for them to go without hiring a CFO, add staff at certain positions, or turn departments such as HR over to an expert. This means that they may be a little behind in developing the back office. While you might be tempted to chastise them for this, please consider that studies of our clients indicate that this is the number one reason they have come to market.

3. They may not have debt. It is surprising how many businesses with revenues up to $100 million have never had any material amount of debt, especially not bank debt. So, when you speak to them about using leverage in your transaction, or them rolling over into a leveraged business, be prepared for unexpected responses. In addition, recall the mantra that debt imposes discipline. Never having debt, these owners may not adhere to strict discipline when it comes to financial reporting, timely disbursement of invoices to clients, and keeping an eye on the GAAP or IFRS version of “cash flow.”

4. They may view financial statements solely for tax preparation. It may seem a bit surprising, but studies of our clients indicate that the sole use many of them have for financial statements is to allow their accountant to prepare the business’s tax returns. With that in mind, you might see why monthly financials are not available or, if available, not overly reliable.

5. They may not focus on depreciation. Owner-operators are busy growing their businesses, not studying GAAP or IFRS. They may have some significant misconceptions about how depreciation works and why it matters. We do what we can to address this before you speak with our clients but, as they say, we don’t know what we don’t know. Please exercise care when interpreting anything a seller says about depreciation and when communicating these issues with sellers. For example, the difference between accumulated depreciation (on the balance sheet) and depreciation expenses (on the income statement) can trip up some conversations and knock deals off track. Similarly, the concepts of “capitalizing” versus “expensing” costs can get confusing in short order.

6. They may not use budgets or models. Many middle-market business owners started their companies when they were 18 and they never worked in the corporate world. They have worked successfully to this point without being exposed to the concept, or they have seen it just enough to view it as more of a hassle than a benefit. If you do not use budgets, you do not need to borrow money (see above), and you don’t need to build models. Without the historical data from budgets and elsewhere, it is difficult to even make a worthy model. Add to this the obvious issues with coming up with the two key valid assumptions—growth rate and discount rate—and there is simply no way to come up with meaningful models or projections, not to mention a reluctance to attempt to do so.

7. They may define CFO differently. The four terms “CFO,” “Controller,” “CPA,” and “Bookkeeper” are used interchangeably in middle-market companies. Each may have a preconceived meaning to you but there is a 75% chance that these businesses view these titles differently. Set aside your training and experience, try not to judge a book by its cover, and take the time to assess the person in that role (whatever it is called) before making any assumptions.

At Benchmark International, we are well aware of these circumstances. That is why our unique process is built to help you address them, to assist our clients in understanding your standpoint on topics such as these, and to help our clients better speak your language.

The New Media World

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

Streaming Wars

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

Podcast Popularity

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

For the Love of Data

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

User-Generated Content

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

M&A Opportunity

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

Contact Us

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

A Letter of Intent (“LOI”) is an expression of the buyer’s intent to acquire a seller’s business on specific terms and conditions.  It is considered a milestone in the transaction process, primarily because it is predicated on the concept that the seller and buyer have agreed upon the basic terms, assuming that due diligence supports assumed facts.

An LOI is generally non-binding as to substantive terms (price, transaction structure, and forms of consideration) but is often binding as to process items. These include access to seller’s information, cooperation by the parties, seller’s exclusivity obligations, seller’s obligation to conduct business in the ordinary course, governing law, confidentiality, and allocation of expenses.

Sellers need to manage their expectations and be aware that buyers can still walk away from the deal even after they have reviewed sellers’ sensitive information provided in due diligence.  If the buyer is a direct competitor, this can have unintended consequences for the seller, notwithstanding well-drafted non-disclosure agreements with limitations on use of the information.  For example, will a strategic buyer determine through due diligence that investing the purchase price in their own business is more cost-effective than paying an acquisition premium?  It is critical that the seller and his/her advisor carefully evaluate all offers and determine if the buyer has the actual intent and financial wherewithal to close the transaction before signing the LOI.

Here are some basic considerations for evaluating an LOI.

• Is the deal too good to be true?Reasonable business practitioners do not offer consideration or terms well above the norm.  Such offers often end in re-trades or worse, in a long period of failed efforts to secure acquisition financing, during which time the seller’s business is off the market because of exclusivity.
• How will the buyer finance the transaction? Cash at closing or bank debt. Third-party financing adds significantly to the complexity and timing considerations of the transaction.The seller should consider requiring satisfactory evidence of a financing commitment early in the process, with the ability to break exclusivity, and perhaps recover out of pocket costs if it is not provided in a timely manner. 
• How will the seller be compensated? Will the seller receive the full purchase price in cash at closing?What indemnification provisions (how much for how long) apply?  Is rollover equity a component of the deal?  Is stock of the buyer a component of consideration?
• Is the transaction cash-free/debt-free?If so, does the seller’s balance sheet indicate that a substantial portion of sale proceeds go to retirement of debt?
• Does the transaction include a working capital adjustment?Assuming that value is based upon a stream of cash flows, a “normal” level of working capital (that historically facilitated the income streams used to determine value) will be required at closing.  Careful attention must be given to how this issue is treated in the LOI, and in the asset or stock purchase agreement, because working capital adjustments (based upon factors determined in a quality of earnings review) are often used as an effective re-trade by sophisticated buyers.
• What post-closing involvement is required of the seller?Will the seller be required to continue in the business post-closing?  For how long and for what compensation?
• What non-competition requirements are required?Most acquisition agreements include a non-competition provision that lasts from two to five years.  The points for consideration include geographic location, limitations on the type of business precluded, passive investment versus active participation, and the overall length of time the limitations are effective.

It is crucial to understand that an LOI is not the end of the transaction process, but for legalities.  It is, in effect, just the beginning. Due diligence and quality of earnings review, drafting the asset purchase agreement, and financing the acquisition are all yet to come.  The terms of the LOI can have a serious affect on the seller’s ability to realize his expectations through this process.

Author
Don Rooney 
Transaction Director
Benchmark International

T: +1 813 898 2350
E: Rooney@BenchmarkIntl.com

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

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

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

New M&A Motivation

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

First Quarter

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

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

Second Quarter

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

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

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

Third Quarter

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

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

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

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

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

High Tech M&A

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

Among the notable mega tech deals of 2019 were:

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

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

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

Globally, the largest middle-market technology deals included:

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

Is a Deal in Your Future?

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

We recently noticed the fact that a significant number of deals we’ve closed this year involved clients that had been to market with other M&A firms and business brokers. This led us to look internally at our processes and to contact some of these former clients to identify a few of the key factors that drove successful outcomes for our clients that had been previously snubbed by the market.

Our approach to outreach. Benchmark International has always prided itself on having the most robust and broad outreach in the market. Each client’s team includes four outreach specialists dedicated solely to distributing teasers far and wide, securing executed non-disclosure agreements, and conveying those expressions of initial interest to their client. We’ve long known that this sets us aside from the competition and is a key to our success but what we didn’t know:

• Other M&A firms and business brokers build a single buyer list near the initiation of the process.
  • They don’t have anyone dedicated to continuously update that list with new ideas and market feedback.
  • They don’t have an internal feedback loop that allows other team members assisting the client to easily offer new insights to the outreach professionals.
  • They build their buyer list too early in the process, before they actually understand each of the value propositions the client can offer potential buyers and they thus miss out on large categories of potential acquirers willing to pay top dollar.
  • Similarly, some do not get to know the client’s business well enough to identify all of those value drivers, regardless of when they “build their list”.
  • They have a “usual suspects” approach to buyers. We find this particularly problematic for our clients when they were with “industry specialist” brokers. Given our process, we find that the best buyers for our clients are actually very rarely the “usual suspects” but instead are buyers for whom we have identified a particular need which our client can satisfy for them. As they say, “You can’t find what you’re not looking for.”
• Many lack the software and systems to conduct and execute a thorough outreach process.
  • Outreach can be mundane, there is no getting around it. For each hour spent on outreach, the broker will have more than a few doors slammed in their face. Accountability is thus key to achieving top results. Other M&A firms and business brokers typically lack the necessary hierarchical team approach and the software necessary to monitor and motivate outreach professionals.
  • Building a list using a variety of ideas arising from as many investment theses as possible for the client requires access to vast data bases of buyers. Benchmark International has built up a proprietary data base of buyers built over 30 years of experience in the market and over 1,000 closed deals. In addition, we pay significant license fees for the world’s leading M&A acquirer data bases. We ensure that our outreach professionals have access to these best-in-class resources and the training necessary to exploit them to their maximum benefit.
  • For any individual engaged in a broad outreach effort, keeping track of who’s been reached, who’s been left messages, who’s responded, etc… is a daunting task. It can’t be efficiently performed with pen and paper or even spreadsheets. Only an interface specifically designed for the task can ensure that all buyers on the list are contacted, follow ups occur at optimal times, responses are not only captured but also analyzed for insights into the outreach effort, and nothing falls through the cracks.
• Lack of a global approach limits results.
  • There are actually very few clients that need a “local buyer”. Yet we learned that many of our smaller clients had been marketed solely via local contacts, country clubs and Rotary meetings, and local online portals.  But taking the US as an example, Benchmark International has sold clients from the smaller end of its portfolio from Miami to a buyer from Sri Lanka, and an “as-seen-on-TV” business to a buyer from France.
  • The key here is not just having access to a global buyer base but more importantly running the process with the philosophy that the buyer can and will come from any corner of the globe.

Our handling of acquirers. Though they could not fully explain why, our clients stated that they noted a distinct difference in buyers’ interactions with both them and the broker when Benchmark International was the introducing party as opposed to their former broker. When describing the differences on their initial calls with buyers and, for those who had gotten that far with the prior broker, their negotiations with buyers; our clients referred to being treated by the buyers more as peers, having a more cordial relationship and being more comfortable, getting more quickly to the key issues, and seeing quicker term around times from buyers. To augment our clients’ insights as to the sources of these differences, we also then reached out to a few recent acquirers of our clients and, putting all the inputs together, learned the following.  

• The markets have gotten more complicated.
  • We continue to see more complex deal terms and structures filtering down to smaller and smaller deals. Since the global financial crisis of 2008, many M&A professionals that formerly ran larger, perhaps publicly-traded, deals in the billions have moved “down-market” and are now doing deals in the millions. They have brought with them all their complex financial training and tricks. As a result, buyers have gotten sharper, and deals have gotten harder and longer.
  • Our clients tell us that their former M&A firm or business brokers weren’t up to speed on these new issues, couldn’t stand toe-to-toe with the sophisticated buyers, and even that they “didn’t speak the same language” as the buyers. Most significantly, they couldn’t bridge the gap between the seller’s understanding of the process and the buyer’s.
  • Getting deals done at today’s high multiples requires knowing how to use these new tools to find win-win solutions for buyer and seller. Our clients tell us that they saw their former M&A firm or business brokers utilizing the old-fashioned bazaar mentality of zero-sum-game negotiating and when they saw how Benchmark International handled the negotiation process, they could tell that our process was built on a different foundation.
• The broker’s reputation with buyers matters.
  • Our clients described their former M&A firm or business brokers as aggressive, antagonistic, and even “churlish” when negotiating with buyers. That’s not our style. Our style is to build respect and goodwill with buyers. The respect is there to be preserved and used to allow buyers to make a leap of faith with us when necessary.  The goodwill is to be burnt strategical and only if and when required to get the client the right result.
  • Because of the number of deal teams we field, the quality of the clients we bring, and the experience buyers have had with us in the past, they take our calls and they read our confidential information memorandums. They know that we have great “deal flow” to show them, that we only bring serious clients, and that our clients are prepared for the process. Buyers have told us time and time again how important these three factors are to their decision to return our call first, open our outreach emails, and sign our non-disclosure agreements.
  • M&A firms and business brokers who burn their bridges on deal after (broken) deal aren’t doing any of their clients a favor. If the buyer can’t trust the broker – or even worse, won’t take their call – deals don’t get done.
  • Being a household name is important. But if your name is bad, its important in a bad way. Smaller M&A firms and business brokers aren’t a household name and many larger ones lack the quality control across their offices to ensure that the name is a good one. So say a few private equity funds Benchmark International contacted on this point.
• Thinking like a buyer is important.
  • While Benchmark International is a sell-side only firm, many of our professionals have worked for trade buyers, private equity funds, venture capital firms, and the like. They are not only staffed on many of our clients’ sales but have also provided input into our processes and training to ensure cross-pollination of their insights. This allows us great visibility into their needs, their negotiating techniques, and their next moves. It also helps us relate to them, build trust, and (as mentioned above) truly “speak their language”.
  • While some brokerages provide both sell-side and buy-side services, serving in this capacity is not the same as being a buyer or having been a buyer. Unlike sellers, buyers are experienced in setting up and executing M&A transactions because, among other reasons, they do it repetitively. As a result, buy-side M&A firms and business brokers don’t typically get in there and get their hands dirty molding the clay of an introduction into the statue of a closed deal. They are more in the nature of “finders” or introducers, leaving the heavy lifting to their buy-side clients (i.e., the people many of our professionals used to be).
  • Empathy and emotional intelligence are important for managing the relationship that is formed during the sale of a business. Our clients have been telling us for years that they appreciated our attention to the personal side of the deal often manifested in family issues, a strong attachment to the business, the occasionally irrationality that pops up in this high stress situation, etc…. But undertaking this process of determining what distinguished us from other M&A firms and business brokers led us to realize that our emphasis on these aspects of each transaction has a spill over to the nature of our interactions with buyers. While they like to give the appearance of detached, entirely-rational Vulcans; they are in fact people too and bring their own subtext to every deal. Based on our conversations with acquirers, building a process that can absorb such unavoidable distractions – from both sides – is perhaps Benchmark International’s single largest distinguishing characteristic. They tell us its an intangible that would be almost impossible for other M&A firms and business brokers to match unless their firms were built from the same DNA as ours.

Lastly comes a point we here at Benchmark International already knew. We hire people who seek challenges to overcome, the bigger the better. Knowing that a client has come to us disappointed by a prior process, whether they focus that disappointment on the market or the broker, fires us up.  Anyone can sell a business that is easy to sell for a normal multiple to a decent buyer. But true satisfaction comes to us only from selling the difficult business, achieving the aspirational valuation, or finding the perfect buyer. So the last answer to the question set out in the title above is  - we rise to the challenge.

Author
Clinton Johnston
Managing Director
Benchmark International

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

Value For Sellers

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

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

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

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

Value For Buyers

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

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

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

Smart for Everyone

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

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

Is it Time to Plan Your Exit?

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

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

Strategic Buyer

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

Financial Buyer

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

Individual Buyer

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

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

Contact Us

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

Author
Nick Woodyard
Associate
Benchmark International

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

The trillion dollar advertising space is a rapidly changing industry with most of the action happening on the digital marketing side. As the world’s digital advertising revenues increase, there is a global demand for more online content. Lead generation, advertising, search engine optimization, and affiliate partnerships are major drivers of income in the 21st century marketing industry. This demand drives up the value of content-related businesses and digital marketing agencies in an era where everyone is glued to their connected devices. All of this screen time has caused traditional advertisers (print, TV, outdoor, radio) to shift their largest spends to digital marketing tactics and mobile internet advertising, even outspending television ads.

Worldwide digital advertising spending is predicted to reach $517 billion by the end of the year 2023.

The robust growth, sheer size, and high fragmentation of the digital marketing sector has led to healthy mergers and acquisitions activity involving digital agencies. Everyone from traditional advertising agencies to private equity investors is seeking target companies that offer growth benefits.

The establishment of digital capabilities and relationships has become a major priority for traditional ad agencies and their large holding companies as they look to grow their digital revenue and expand their portfolios. As conventional media continues to be displaced by digital marketing, the percentage of media spend on digital marketing on behalf of traditional ad agencies will continue to grow.

Evolving Technologies

In the digital marketing industry, there is also growing popularity of technologies that offer individualized features and more in-depth experiences. Brands are being pushed to invest and acquire these types of technologies while post-sales marketing has become a more prominent element along the customer journey.

• The use of chatbots and personalized messaging is enhancing customer experiences.
• Audio queries made possible by smart devices and digital assistants are driving voice search.
• Online video advertising is a quickly growing segment.
• Artificial intelligence analytics are helping to better target marketing strategies based off of real-time data. This data leads to meaningful insights that are used to improve customer interaction, and optimize media budgets and marketing strategies.
• Social search is changing e-commerce and vehicles for product reviews and recommendations.

This industry is sure to see more and more future technologies that have yet to be developed, continuing to drive rapid change and growth, and create opportunities for M&A.

Large User Platforms

Giant platform companies such as Google and Facebook provide free digital products and services but are still able to profit because they reach such massive audiences.

The larger the platform, the more consumer data is collected. The more a consumer uses the platform, the more information is gleaned about them. And with more data, the platform can better tailor the content consumers see, and keep them on the platform longer. This results in improved customer experiences and more advertising capacity, which means better understanding of consumers, heightened influence, and more revenue from targeted advertising.

Affiliate Partnerships

Affiliate partnerships use affiliate websites to promote products or services that belong to another company. The valuation of an affiliate website depends on the specific terms of the affiliate program. These factors include longevity, product category and seasonality, commission tiers, high caliber content, and the link portfolio. Websites that fulfill these attributes often have the better earnings, margins and lifecycle, which are attractive to investors. For valuation purposes, advertising agencies are similar to affiliate businesses because they are dependent upon content and end-user action to produce revenue.

These types of partnerships that monetize content also apply to offline businesses that need new and better ways to generate access to audiences. Investors also tend to be drawn to this segment based on existing relationships that can be used to an advantage.

Exit Opportunities

Some digital marketing agencies are being established with the goal of selling in mind. There are extremely low entry barriers when it comes to creating a digital marketing firm, but there are also limited benefits to growth. Some brands do not wish to work with a huge firm. And low employee tenure means lower retained corporate knowledge in an industry where talent retention is already incredibly challenging.

An agency with strong historical growth and projected growth of more than 20% can lead to strong multiples. The purchase of smaller agencies offers opportunities for growth for the large advertising agency groups and an easy way to cash out for the leadership of the smaller agencies.

Contact Us

Please feel free to contact our M&A advisors at Benchmark International to discuss your next move. Our industry expertise and global connections are true game changers when it comes to selling or growing a company, and forming an exit plan.

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

What are these pitfalls? Here are a few:

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

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

Click here to Sign Up For the Webinar

Hosts:

Dara Shareef
Managing Director
Benchmark International

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

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

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

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

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

Author
Jordan Stenholm 
Transaction Support Associate
Benchmark International

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In conclusion

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

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

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

Author
Andre Bresler
Managing Partner
Benchmark International

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

The Role of Mining in the World

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

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

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

M&A Challenges and Considerations

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

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

Gold Mining Sector 

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

Copper Mining Sector 

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

Coal Mining Sector

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

Shared Buyer and Seller Risk

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

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

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

Contact Us

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

It has been very interesting to follow the changes in market norms for indemnification over the last two decades. As due diligence has escalated dramatically, especially in the U.S. lower-mid markets, over that time, indemnification terms have moved in equal measure in the opposite direction. It seems that acquirers believe that an ounce of prevention is worth a pound of cure. While this has significantly increased the time between signing a letter of intent and closing, it has also made the negotiation of the purchase agreements a bit simpler. First-time sellers—always attentive to post-closing liabilities—seem to be much more comfortable with the current market terms for indemnification than they did with those in practice at the turn of the millennium.

While Benchmark International does not provide legal advice to its clients (or to acquirers), we do rely on our viewing of hundreds of purchase agreements per year to offer our seller clients a perspective on what we see as the norms for their market. While this is a moving target, our insights have remained fairly constant for the last three or four years as follows:

• We see indemnification for any item other than a fundamental representation being capped at between 10 and 20% of the non-contingent portion of the purchase price.
• Acquirers are still alternating between both baskets and true deductibles. These are typically agreed at between one and two percent of the non-contingent portion of the purchase price with baskets being at the higher end and deductibles being at the lower end. These de minimis carve-outs are applied to fundamental representations in about half of all deals.
• The obligations for everything but fundamental representations survive for between 12 and 24 months, with 18 months coming on strong as the mode.

• Fundamental representations are almost always capped at the entire purchase price and survive for very long periods such as seven years, until the expiration of the applicable statute of limitations, or indefinitely. This survival period is one deal point for which we would say there is no market norm at the moment.
• The representations classified as fundamental have not changed much over the years: organization, capitalization, authority, no conflict, ownership of assets, brokers, environmental, tax, and ERISA.
• Fraud continues to be treated like the fundamental representations.
• We still see a few acquirers attempting to leave out the provision encapsulating the indemnification as the exclusive remedy. And we still see sellers’ counsel never allowing that to be absent in the final draft. Leaving it out of a first draft has become so rare that it is almost seen as painting outside the lines, poor sportsmanship, or the like by our clients’ counsel.

Acquiring an existing business can offer great advantages over starting a new business from scratch, especially if the target business is thriving and holds more opportunities for growth. When considering the purchase of a company, you should take certain steps so that you can be confident that you are minimizing your risk and making a smart move. Use this comprehensive checklist to help you ask the right questions and guide you through the process. 

☐ Is the Target Company Financially Healthy? 

This is a question you must ask yourself before considering anything else about the business. You will want to carefully comb through the business's financial statements for the past five years (at least) to identify if anything appears out of the ordinary and to assess how the numbers compare with standard performance in that sector. Also, request to see the tax returns for the same years. This will help you determine whether the owner has put personal expenses through the company books and give you a more complete picture of the company's actual value. You also will want to know if you will be taking on any existing debt, and exactly how much.

☐ Will You Be Able to Generate Cash Flow?

It is crucial that you know whether you will be able to generate cash flow immediately upon purchasing the business. If not, are you in a position to carry the business until that time comes? No matter how attractive the company may seem, you must ensure that you are not getting in over your head. Take a thorough look at sales records to assess past and future performance. You must also find out if any existing clients or customers are planning to part ways and what you can do to retain their business. 

☐ Does the Company Have a Good Reputation? 

Doing a quick Google search can reveal quite a bit about a business. You will want to see how the company is perceived in the world. Does it have a lot of negative reviews or bad press? Are there any customer complaints, and do you know how they were handled? Get a comprehensive look at the business's reputation because you are going to need to see if you have work to do in order to turn it around. This could include a complete rebranding and marketing effort, which costs money. 

☐ Have You Done Your Homework on the Staff?

When you acquire an existing business, you are also acquiring its management team and employees. You should know the skill levels and proficiencies of any staff you will be inheriting, and whether you are going to be faced with the task of replacing key staff members. Do all team members plan to stay with the company? Have they been made any promises by previous ownership that you will now be expected to fulfill? Is anyone retiring or planning to go on extended leave? Is anyone disgruntled about the sale? When you know the answers to these questions, you'll be best prepared to address any issues. 

☐ What is the State of the Inventory?

If inventory is applicable to the business in question, everything should be itemized and given a carefully determined value. Will any inventory lose value with time, or only have a value at certain times of the year? Will it be adequately stocked for when you take over the company? When you are investing in a company, you're going to want to have everything you need on hand to generate revenue from its operation. 

☐ What is the State of the Physical Property?

First things first: you need to know if the business owns the property on which it resides or if there is a lease agreement in place. Then seek out answers to the following questions. What are the details of the lease and the reputation of the landlord? How much is the rent, and is it due to increase? Is the property in good condition, or is it in need of repair? If the business owns the property, what are the real estate taxes? Is the property able to accommodate any planned growth? Is it legally zoned? Is the location appropriate? Are you going to need to make changes, or find a new location altogether? This is an area where you cannot be too thorough. 

☐ Do You Have All the Legal Documents and Contracts?

This is another critical step in purchasing a business. You are going to need to have every last piece of paperwork that pertains to that business. This includes business licenses, copyright agreements, patents, trademarks, import and export permits, mining rights, real estate documents, etc. Basically, if something relates to the business in any way, you should have documentation of it. If the current owner has not kept good records, there is your first sign that you might want to think twice about moving forward with the acquisition. 

☐ What is the Condition of the Business's Equipment?

You should assess the condition of all office equipment, furniture, machinery, and vehicles used for the business. What is owned and what is leased? What are the items' lease or purchase details, and are there maintenance agreements in place? You should assess the condition of all equipment to determine if anything will need to be replaced because this will be a factor in the purchase price of the business.

☐ Are You Familiar With the Business's Suppliers?

This is important because suppliers can have a significant impact on how reliable your business is able to run. You want to ensure that they are established and committed to providing superior quality and service. Find out if they fill orders on time and meet their obligations. Look into any contracts that are in place, so you understand the relationship. You also will want to ask if there are any expected price increases or factors that may impact the existing arrangement.

☐ Contact Benchmark International 

If you are looking to buy a business, we represent highly motivated sellers in the lower-middle and middle market that may be the perfect fit for you. Contact one of our experts to discuss how we can help with target company searches. 

The global print market is shrinking in volume but growing in value. Output measured in billions of A4 prints was 49,973 back in 2014 but is forecast to decline very slightly to 49,654 by 2024. In value terms, print output is expected to grow from a total of $767.4 billion in 2014 to $862.7 billion in 2024 – a CAGR of 1.18%.

The role and dynamics of the print industry are changing, with the main factor being the impact of the internet and mobile connectivity on the way both businesses and individuals communicate and access information. This affects every segment of the traditional printing business, changing expectations of what is acceptable to speed, relevance, and degree of interactivity of data, irrespective of the medium used.

As we work exclusively in the mid and lower-mid markets, we see many deals succeed, and some wither. In an effort to have more of the former and less of the latter, we would like to share our core philosophies with the belief that helping you understand them will make working with us a more rewarding experience.

1. Time kills all deals.

Prudent and deliberate action are certainly also key aspects of getting deals closed but, in our experience, neither buyers nor sellers are inclined to be under-prudent or lacking deliberateness. Rather, unexplained and avoidable delays tend to stack up between the first meeting and the closing. Each delay shaves off a small percentage from the probability of closing. There are enough legitimate delays in the M&A process. When we see one that can be avoided, we will step in and attempt to get the ball rolling once again.

2. Transparency is the best antiseptic.

3. The emotional must be covered as well as the financial.

This may be somewhat unique to our clients as our process appeals to a certain owner type. As you probably know, we specialize in closely-held and owner-operated businesses. Nowhere is it more true that “every business is a family business.” Our clients have typically had 20- to 30-year relationships with their businesses and often equate the sale process to sending their son or daughter off to college. When we work with acquirers that understand the effects of this fact pattern, we see a much higher level of success. In fact, we have built our teams, our process, and our engagements around it. We will be more than happy to help you deal with this interesting aspect of our clients. Please just ask.

Author
Clinton Johnston
Managing Partner
Benchmark International

T: +1 813 898 2350
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Growing a Business

By Paul Hawken

In this book, Paul Hawken explains how a successful business is an expression of the individual behind it, along with practical advice, common sense, and down-to-earth ideas. Even though it was written 30 years ago, it remains an excellent and very relevant read, backed by the fact that the author’s own companies are still successful after all these years.

Organizational Physics - The Science of Growing a Business 

By Lex Sisney

The author of this book spent more than a decade leading and coaching high-growth technology companies. In his work, he discovered that companies that thrive do so in accordance with six universal principles. The book covers a blend of important business and entrepreneurial topics in a manner that stands out from other business books.

Profit First: Transform Your Business from a Cash-Eating Monster to a Money-Making Machine

By Mike Michalowicz

In this book, the author offers principles to simplify accounting and easily manage a business through analysis of bank account balances. The theory is that a small, profitable business can be more valuable than a large business surviving on its top line, and those that achieve early and sustained profitability have a better chance of maintaining long-term growth.

Explosive Growth: A Few Things I Learned While Growing To 100 Million Users - And Losing $78 Million

By Cliff Lerner

This best seller provides step-by-step instructions, case studies and proven tactics on how to explode business growth. It reveals the detailed growth frameworks that propelled the author’s small online dating startup to grow to 100 million users while coupling humorous storytelling with concrete examples.

Traction: How Any Startup Can Achieve Explosive Customer Growth

By Gabriel Weinberg

Traction is based on interviews with more than 40 successful business founders about their real-life successes. It covers 19 channels that can be used to gain traction for a business, and how to select the best ones for your company. The book discusses topics such as targeted media coverage, effective email marketing strategy, and online search optimization.  

Growing Influence: A Story of How to Lead with Character, Expertise, and Impact

By Ron Price and Stacy Ennis

Growing Influence is packed with relatable human experiences and practical advice on developing the right leadership skills. It chronicles two main characters’ growth as they applied the principles in the book, mixing solid business advice with a novel that is fresh, timely and inspiring.

Ready to Grow Your Business?

Contact us for help with unique growth strategies for your company and how we can partner for your successful future.

What Is Buy and Build?

When private equity acquires a well-positioned platform company to acquire additional smaller companies, using the developed expertise in a specialized area to grow and increase returns, it is considered a buy-and-build strategy. This strategy is common with private equity firms with shorter holding periods of about three to five years.

Why It Is An Effective Growth Strategy

If a buy-and-build strategy is executed correctly, a great deal of value can be created when smaller companies are combined under the control of a new company.

• This type of acquisition saves time regarding the development of specialized skills or knowledge, allowing for growth and expansion to other markets more quickly and successfully with lower production costs.
• Creating a larger, more attractive company offers a path to exploit the market’s inclination to assign larger companies higher valuations than smaller ones.
• It provides a clear plan when deal multiples are at record levels and there is a need for less traditional strategies.
• Buy-and-build deals generate an average internal rate of return of 31.6% from entry to exit, versus 23.1% for standalone deals.

Getting It Right

The buy-and-build acquisition is not simple to execute. The process demands meticulous planning and due diligence for the strategy to work. The best deals usually employ multiple paths to create value.

• Synergy between the acquirer and the acquired is important to the outcome of the deal. Companies should target existing firms that will be a good fit as a team both tactically and culturally. The human element should always be considered.
• The management team must be an appropriate fit and have experience with these types of transitions.
• There should be a vision in place for where the company will be five years down the road.
• The platform company must be stable enough to endure the process regarding operations, cash flow, and infrastructure (IT integration in particular).
• Sector dynamics should also be considered. Avoid sectors that are dominated by low-cost rivals or mature, stable players. Focus on sectors with many active smaller suppliers and service providers. Consolidation should result in cost savings and improved service.
• While no two deals are the same, there are patterns for getting it right. Those experienced with buy-and-build strategies are more likely to lead to a successful deal.
• It can be difficult to identify private equity firms because of the nature of the way they do business. It helps to have an experienced M&A firm with extensive connections and a proven track record of negotiating successfully with buy-and-build-focused private equity firms.

These reasons are among several as to why it is a sensible decision to enlist the help of an experienced M&A firm such as Benchmark International for your vision for growth. Count on us to help you get your buy-and-build strategy done right.