Benchmark International is pleased to announce that Runcorn-based print industry firm, North West Roller Services (NWRS), has undergone an MBO.

Established in 1990, NWRS manufactures and distributes a range of consumable products for the flexographic, gravure and lamination industries. The company is the UK’s only manufacturer of fibreglass sleeves, which are marketed under the registered brand name ‘Easysleeve’, and exported to India, China, Italy and the USA.

The transaction was funded by a £1.5m equity investment from MSIF's AFM-managed Merseyside Loan and Equity Fund, alongside a debt package from ThinCats.

The new management team, led by sales manager Barry Dodgson, now have plans to "significantly increase" revenue levels and are targeting export markets as well as new product offerings.

The transaction followed the retirement of the previous shareholders and will see non-executive director Nick Owen join the board alongside Mr Dodgson.

Commenting on working with Benchmark International, Ian Antrobus, former managing director of NWRS, said:

“Although we had previously dealt with another broker for a period of three years without any success we were recommended to engage with Benchmark.

After entertaining many interested purchasers James Robinson secured an interested party and led us by the hand to finalise a successful sale on 06 April 2021.

May we thank James and all colleagues for their assistance in maximising the full potential of our business sale after thirty-one years in business.”

If you’ve decided to embark on an MBO, you might have asked yourself, how is this funded? Generally, members of the buyout team are required to invest a sum of personal money into Newco but it would be unusual for them to fund the whole transaction. The equity provided by the management is necessary to demonstrate their commitment to the transaction, therefore it needs to be meaningful, yet it does not have to be too vast – typically representing 6-12 months salary. So, how is the remainder of the MBO funded?

Seller Financing

A common option to fund an MBO, seller financing is where the management team asks the seller to help fund the MBO. This is also known as deferred consideration, as the seller is deferring a proportion of their payment of the purchase price until after completion. While the seller would more than likely prefer the consideration paid in full on completion, often lenders may request that a portion of the sale is financed by the seller, as it demonstrates that the seller has confidence in the management team and the company going forward.

There is a vast range of different types of acquirers a seller can go to when selling their business. From trade to private equity, national to international buyers, there can be a large pool of potential acquirers to approach.

One of the many options available is selling to the current management team – otherwise known as a management buyout (MBO). This is a transaction where a company’s management team purchases a majority or all of the shares from the existing shareholder(s) to take control of the company. This requires the management team to pool resources to fund the acquisition, but there are various funding options available such as private equity financiers and seller financing.

There are different reasons as to why a company might opt for an MBO rather than look to sell to an outside company – for example, it might particularly appeal to a shareholder who is looking to retire. If the company is run by its management team and the shareholder(s) are no longer involved in the day-to-day then an MBO can allow the shareholder(s) to fully retire.

While an MBO may appeal more to a shareholder looking to retire, it can be an attractive succession plan for any company. One of the reasons being is that there is no need to disclose confidential information to outside parties such as competitors. Another reason is it ensures a smooth transition as the management team has the skills and experience to take the company forward and continuity is ensured for customers, suppliers and employees.

Nevertheless, there can be pitfalls to an MBO which must be treated with caution. If both the management team and the shareholder(s) are spending a lot of time working on the MBO, then this could be detrimental to business performance and, as MBOs require a lot of specialist knowledge in structuring and financing the deal, a lot of attention is required.

However, these pitfalls can be avoided – a good corporate finance team can assist in executing a successful MBO, without compromising business performance.