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Eight Truths about The Current Market for Selling Your Business

For more than ten years, business owners have enjoyed a sellers’ market in the lower and middle markets. But the tide is turning. Here’s the headline: Multiples are not trending downward, buyers are slower, more cautious, and cockier, and deals are taking longer. 

 

The best analogy is that we have been on a roller coaster, and we no longer hear the clicking sound as we go up, but we’ve also not started to feel anything in our stomachs. It’s almost as if we are paused, and we feel certain that we know what is coming next. Buyers feel as if they’ve been bullied for the last decade by aspirational sellers and their agents. They have pent-up resentment. Some of it is starting to show. 

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What Is A 338(H)(10) Election And Why It Is Important To Me?

Knowing the structure of a transaction you are involved in is key to optimizing the composition of a deal. If you enter a proposed transaction thinking you understand the offer, you may be blindsided by various structures that may affect your net cash position. A critical aspect of a transaction is understanding the structure and what it means for you as a buyer or seller. Clients often believe that they agree to accept a stock transaction only to find out that the transaction will include an election that may affect their tax bill. A 338(H)(10) election is one of the more popular tax elections, but there are others.

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How Can A Buyer Claw Back Purchase Price?

Sellers often focus on the purchase price when considering a sale. Most sellers aim to maximize the proceeds realized through the sale of their business. This mindset makes total sense. They are monetizing their life’s work. Many have lived frugally, diverting money into rather than out of business. As such, the sale of the company truly is the time to monetize a lifetime of effort.

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Buyers who have been stretched to a valuation beyond their comfort level may be motivated to recapture some of that “excess purchase price” during the deal. Their approach to minimizing their outlay can take on several forms. In this article, I will cover a few of the most common methods used by buyers to “normalize” their outlay.

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I missed the market!

We have been in an unprecedented bull market. I use the phrase here broadly as the public markets have been flying for over a decade, and the M&A market has seen similar levels of growth. Spurred on by aggressive monetary and fiscal policies and a relaxed regulatory environment, the S&P 500 has grown 15.47% as of the time of this writing from the bottom on March 9, 2009. Similarly, the DJIA (The Dow 30) has grown at an annual clip of 13.64% over the course of this thirteen-year bull market. Remember what the rule of 72 demonstrates- that money doubles every 6 years at 12% and in less than five years at 15%. This is a remarkable rate of growth when you consider this market has spanned nearly 1/7th of a century.

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But bull markets must end. Markets do work in cycles. Much like our natural habitats require destructive fires to seed future growth and a healthy ecosystem, so too does the market. I’m not referencing the concrete jungles we find ourselves in today, but rather our natural environments. Bear markets reintroduce a rational approach to investing that had long been sidelined in favor of momentum and emotion-based investment “theses."

 

Further, bear markets tend to focus investments toward the highest quality of companies, known as a flight to quality. This clearing of the playing field, separating the wheat from the chaff, will often spur innovation and future growth. So a bear market is as natural to the market dynamic as is a bull market. These countervailing forces are required for regeneration.

 

The bull market created trillions of dollars of dry powder for buyers to deploy in the coming years. The balance sheets of corporations, large and small, are replete with cash there to deploy in pursuit of their stated strategic goals. The best of markets tends to flood the M&A market with excess buyers, many of which lack the track record, experience, credibility, and true access to funding required to transact successfully. Bear markets tend to weed away many of these less credible buyers creating a similar flight to quality detailed in the above discussion about the public markets. And while the cost of debt will tick up and valuations may similarly tick down, the likelihood of actually consummating a transaction increase as there is a much better chance that the buyer selected can get a deal done.

 

I tend to view my decisions in life through a very specific lens- my expected value lens. If one were to look at an M&A transaction through that lens, we would likely find the expected value of the proceeds from a transaction as being higher, even if valuations tick down, because the likelihood of closing is greatly increased.   And frankly, while the cost of capital on senior debt will rise over the course of the year, given the aforementioned stores of cash in their coffers, buyers will have the ability to utilize more equity to bridge any gaps in the capital stack. Private Equity funds have more than $2 Trillion of dry power. They also have a mandate to put capital to work regardless of the cost of debt lest they face aggressive headwinds during their next fund raise. Their Limited Partners, known as LPs, require that they put the money to work. Deals will continue to happen and we may in fact see more deals in the next eighteen months or more as buyers finally draw down on the excess stores of cash build-up that resulted from inflated valuations and bidding wars with less credible buyers.

 

Sellers must consider several factors when considering a sale. Of course, valuation and a healthy economic environment are among those factors but they don't have to be the determining one. We are often faced with life changes of which we have no control. Some of us simply reach a stage where we no longer wish to carry the burden that invariably comes with owning and running a business. Or, God forbid, we encounter health challenges personally or in our family that requires that we focus our attention elsewhere. Perhaps we come to the realization that we are no longer the right caretaker for the business? That the business has reached a level where our skills no longer map to what is required to successfully steer. Whatever the reason to sell your company, we can only control the controllables.

 

Just like in the public markets, if we try to time it perfectly, we will invariably fail because the objective was unattainable. Selling one's business is a life-altering decision. Selling a business can be both liberating and gutting. Sellers are at once monetizing their life's work and entrusting someone else with its care. The stakes are high. When making that determination, it is critical that sellers consider all of the critical variables. While valuation, market conditions and timing are among the variables worthy of consideration, they are merely inputs to a multivariate equation. Often, upon careful consideration, sellers determine that the qualitative elements are more important than are the quantitative ones.

 

  Author
  Dara Shareef
  Managing Partner
  Benchmark International

  T: 813 898 2350
  E: Shareef@benchmarkintl.com 

 

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Building a Management Team

To have a successful business, you need to create a winning management team. There are several things to keep in mind when you are building that management team. It’s important to recognize the different backgrounds, personalities, and experiences of your employees in order to best direct their strengths in a way that will benefit your business.

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Why Choose An M&A Firm Over An Industry Expert?

Many business owners believe that enlisting an expert in their industry is the right way to go when selling their companies. But if you want to rake in the most value for your business, there’s a better way.

There is no question that mergers and acquisitions are complicated and subject to constantly changing market conditions and industry trends. An industry expert might know plenty about a particular industry, but they are not experts on selling and buying businesses. A mergers and acquisitions firm is.

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Meet the Heroes Behind the Deals in the Latest Edition of The Mark

We have just released our latest edition of The Mark, a place where we share insights in the M&A industry and featured opportunities. 

 Version: 
http://bit.ly/2PM4UT5 

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http://bit.ly/2QyMNxr 

As we look back on activity in 2018, there have been upward trends in certain sectors for M&A activity, which have included healthcare and technology, which have, in turn, attracted interest from private equity firms. 

This issue also discusses the many decisions that arise for a seller in the M&A process, from the type of buyer to choose to when the optimum time is to sell, as well as the pitfalls that can occur in the M&A process and how these can be tackled or prevented. 

We hope you find this edition of The Mark insightful and informative, one day assisting you with decisions when selling your business, along with our friendly and helpful team at Benchmark International, who are here to help wherever you are in the world. 

Some Articles Included:

  • Looking to Buy a Business?  4
  • Top Mistakes to Avoid When Selling  6
  • The Winning Hit 10
  • When is the Right Time to Retire?  12
  • Five Ways to Value Your Business  16
  • If Business Valuation Was a Science  18
  • Why have interest rates been so low for so long?
          Why are they rising now? Why should you care?  22
  • Featured Opportunities  26
  • Meet the Heroes Behind the Deals  34
  • Preparing Your Business for Sale  36
  • How to Avoid Leaving Money on the Table When Selling Your Business 40
  • Why Now is the Time to Sell Your Company  50
  • Strategic vs Financial Buyers  58

 Version: 
http://bit.ly/2PM4UT5 

 Version: 
http://bit.ly/2QyMNxr 

Thanks for reading. Please like and share! 

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Mergers and Acquisitions in the Architecture and Engineering Industry

Over the last few years the architecture and engineering industry has seen a marked increase in mergers and acquisitions activity. Since reemerging from the depths of the recession, the industry has been ripe with activity; with everything from the expansion of the ever growing reach of firms like DLR, Perkins & Will, and HOK, to the merging of small businesses to facilitate the retirement goals of local industry experts. Considering there is typically a few year lag between economic fluctuations and corresponding changes in M&A activity, as the bull market run is approaching nine years, this type of inorganic growth activity shows no signs of slowing down.

As an industry agnostic mergers and acquisition leader, Benchmark International is in touch with leaders from a variety of industries on a daily basis. We’ve seen significant movement from corporate development teams in a number of industries which are beginning to expand their services to grow not only their customer base, but also to gain additional wallet share of their existing clients. This type of cross pollination has occurred in interior design, surveying, construction, architecture, engineering, and technology. We currently are in the midst of closing a transaction which would allow a specialized electrical engineer which focuses on the commercial and healthcare markets to broaden their end market to include the hospitality sector, and their service offerings to include the upstream design, planning, and engineering components of a building’s IT infrastructure needs.

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Photos from the M&A Advisor Awards 2018

The M&A Advisor has named Benchmark International the winner of the North American Deal of the Year and the Financials Deal of the Year for their 10th Annual International M&A Awards. Here are some photos from the event:

FINANCIALS DEAL OF THE YEAR
Acquisition of Silexx Financial Systems by Chicago Board Options Exchange

The acquisition of Silexx Financial Systems by Chicago Board Options Exchange was chosen as the Financials Deal of the Year. Managing Director, Dara Shareef, steered this deal through to the end. He said what made this deal unique was the client’s acknowledgment that to get the best deal he possibly could, he knew he needed to use a mergers and acquisitions firm.

NORTH AMERICAN DEAL OF THE YEAR
Acquisition of Gasco Afilliates, LLC by Tech Air

The sale of Gasco Afilliates, LLC to Tech Air was chosen at the North American Deal of the Year. Managing Director, Tyrus O’Neill headed the team that closed this transaction. He said it took a lot of tenacity and determination to get the client the best possible value for the company. 

The Benchmark International Team at the M&A Advisor Awards 2018 in New York:

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Benchmark's US Anniversaries

As Benchmark International ventures into another year of service in the US, some employees have been along for the ride. This year marks another milestone for the following individuals. As Benchmark International instills in its team and philosophy that they “leave no stone unturned,” these Benchmark International team members do exactly that. Benchmark International gave each employee a brief interview and found out how they have grown professionally and what they see in store in the coming years. This is what they had to say:

Senior Associate, Emily Cogley, stated “Six years at any firm is a true testament to the strength of the company and loyalty of the employee. I enjoy being a part of a hardworking firm that often handles one of the most important decisions for our sellers in their lifetime.” Ms. Cogley has been a part of Benchmark International in the US since its inception. As such, she has seen the growth of the company and has had the opportunity to grow alongside it. “We opened offices in Austin [Texas] and Nashville [Tennessee] in the last two years. I am looking forward to helping the Tampa-based headquarters grow or helping start another Benchmark office in a new city,” she said.

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