In the world of business, if marriage vows stand for verbal contracts, a Shareholder or Shareholders' Agreement (depending on jurisdiction) (“SA”) is the prenuptial agreement that no couple - or in this case, partners - should overlook. It’s a silent, yet formidable, guardian that ensures the romance of entrepreneurship doesn’t lead to a messy breakup. While you don’t get married anticipating divorce, marriage involves love. Business partnerships are, however, different and require an alternative expression of endearment which is best shown through signing that business prenuptial agreement/SA.

Benchmark International is pleased to announce the acquisition of Coventry-based LEVL by Canadian-based Banyan.

LEVL, established in 2016 by Jan O’Hara and Andrew Pearce, is a key Geotab reseller in the UK and for electric vehicles (EVs) across Europe. The company provides hardware and software to allow customers to manage fleet, also delivering consultancy on transitioning fleet to sustainable alternative vehicles and alternative fuels.

Banyan is a private equity company that focuses on niche software with high levels of annual recurring revenue. With a permanent capital base set up to preserve the legacy of founders, Banyan has a buy and hold for life strategy for growing software companies.

So much hard work goes into negotiating the deal and agreeing the Heads of Terms (Heads) or Letter of Intent (LOI), it’s critical the deal is properly managed, and the legal contracts fairly negotiated to ensure the deal happens!

This article provides a summary of the key transaction documents along with insights from your experienced Benchmark International deal team.

Benchmark International is pleased to announce it has been shortlisted for three awards, two at the Insider Dealmaker Awards and one at the Mergermarket M&A Awards 2023. The winners will be announced on the 12^th October and 28^th November respectively.

The categories in which Benchmark International has been nominated in are below:

The concept of "skin in the game" in the business world is not just a catchphrase; it's an ideology that defines the level of commitment and risk one has in a particular venture. Particularly in acquisitions, where future trajectories can be as diverse as they are uncertain, having a vested interest becomes paramount.

But whose interest should that be? The seller who's stepping back? Or the buyer taking charge?

Both perspectives carry merit.

Building a successful business is hard, but many become their own boss and start a business. Being a business owner is challenging, and many businesses fail.

Benchmark International is pleased to announce the acquisition of Portishead-based Brunel by private equity-backed Obsequio.

Brunel has 25 years’ expertise in designing, installing, and maintaining security systems, door entry systems, perimeter security, and fire detection and alarm systems. It also undertakes fire and security risk assessments, with employees security-cleared to government standards.

Obsequio maintains safety systems across fire detection and protection, water quality management, security, electrical safety, and energy efficiency/usage with customers including hospitals, universities, local authorities, leisure centres, and student accommodation providers. The group has been named one of the 100 fastest growing private companies in the UK with sales topping £14 million over the last 12 months.

The services offered by Portishead-based Brunel Fire and Security will significantly increase Obsequio’s ability to provide full capability access control, intruder alarm and CCTV services.

Brunel, which will remain independent within the group, has a particularly strong pedigree within the defence and facilities management industries, broadening the group’s reach into these sectors.

Benchmark International is pleased to announce the acquisition of Glasgow-based Community Pharmacology Services (CPS Research) by FutureMeds.

CPS Research conducts phase II-IV clinical trials and has over 30 years of clinical research experience. With a reach throughout the central belt of Scotland, the CPS team has conducted over 250 studies across a wide range of therapeutic areas and indications, such as cardiology, endocrinology, gastroenterology, gynaecology, orthopaedics, psychiatry, immunology, dermatology, and respiratory medicine.

FutureMeds is the first European dedicated decentralised clinical trial (DCT) site network. Through acquisitions and a strategic focus on patient experience, FutureMeds has developed large, qualified patient pools across Europe that enable faster patient enrolment, stronger retention and more accurate results.

This expansion promises to bring enhanced solutions to clients and accelerated access to new treatments for patients. CPS Research has over 4,000 engaged patients in the database, and with the FutureMeds DCT toolkit, the catchment area can be extended over the Glasgow urban area.

Thanks to the new 1% tax now being levied on any publicly traded US companies that buy back their shares, these larger, cash-rich companies have been given a strong incentive to seek acquisition targets.

Benchmark International is pleased to announce the acquisition of Schlummersack’s e-commerce business by empact brands.

Watch the video testimonial here.

Schlummersack, based in Plauen, Germany, is one of the leading brands for high-quality baby clothing. The company specializes in the production of sustainable and innovative baby sleeping bags, which are sold online throughout Europe.

In August 2023, empact, which already successfully distributes the TupTam brand in the same sector, acquired the Schlummersack e-commerce business from Karina Grassy. Ms. Grassy will continue to assist the new owners as advisor. Managing Director of Schlummersack, Elke Kramer, will continue her role within the empact group.

empact brands, based in Düsseldorf, Germany, is a specialised consolidator of sustainable brands in two sectors: kids and pets. With the acquisition of Schlummersack, empact aims to leverage synergies within its group of brands.

The lower middle market is a highly dynamic and active segment of the M&A landscape, characterized by companies with enterprise values up to $100 million. In early 2023, several key trends appear to shape the lower middle market M & A landscape.

Benchmark International is a finalist for an impressive 22 awards in the 22nd Annual M&A Advisor Awards. Our transactions and firm were among hundreds of entries from 450 participating companies that have successfully passed the initial evaluation stage. The process will continue as the independent panel of judges further evaluates and selects a winner from the finalists in each category. The judges are peers in the mergers and acquisitions transaction space, and it is quite an accomplishment to be recognized thus far as a finalist. 

Benchmark International is pleased to announce the successful sale of South African-based GreatSoft to the globally recognized Vela Software International Inc., a subsidiary of Constellation Software Inc.

Selling a business can be a sensitive and complex process. It requires careful planning and execution, and one of the most critical aspects is keeping the sale confidential.

Every deal negotiation is different and requires a careful understanding of the seller’s negotiating position. This can be influenced by a range of factors such as the number of buyers at the table and the respective negotiating position of each; synergies between the two parties; which buyer is in the best position to complete a deal and, of course, who is the right buyer for the business, taking into account of a range of other factors.

Martin Franz, who leads Benchmark International’s operations in Germany, shares some basic negotiating tips for business owners looking to sell their company.

Benchmark International is pleased to announce the acquisition of North Shields-based Datatron by Kent-based Apogee.

Founded in 1996, Datatron became the first dedicated bureau in the North of England, pioneering document scanning services.

Datatron currently processes over three million documents per week, delivering services to a large number of customers across the public and private sectors. The company has distinguished expertise within the NHS and is responsible for building and maintaining one of the UK's largest digital patient record archives.

Apogee is Europe’s leading provider of managed workplace services, supporting 150,000+ devices for over 10,000 clients across the UK and Europe.

Datatron will complement Apogee’s existing portfolio of outsourced document services, allowing it to deliver a market-leading scanning operation coupled with a unique virtual record management platform.

Benchmark International is proud to be recognized again as one of the most active leaders in the M&A industry by Pitchbook, the leading resource for comprehensive data, research, and insights spanning global capital markets.

By 2027, the e-commerce market forecasts a volume of $6.35 trillion by demonstrating a compound annual growth rate (CAGR) of 11.51%.

Enth Degree facilitates the implementation and management of network connectivity from financial institutions and organizations to the global financial messaging network.

Within the last decade or so, consolidation has become the name of the game within many of the sectors in the construction and contracting industries.

Benchmark International is delighted to announce the acquisition of Deeside-based drainage services business, PDS, by Salford-based Thermatic.

Established in 2009, PDS offers drainage and wastewater services including CCTV surveys, HPW cleaning, lining, and repairs around the North Wales, Cheshire, Wirral, and North West areas.

Thermatic provides mechanical and electrical maintenance services to building owners and managers throughout the UK and Ireland. The acquisition supports the Thermatic operating model by expanding its technical self-delivery capabilities and supplements their hard facility management offering in the UK.

Post acquisition, all PDS staff will transfer to Thermatic’s existing drainage division, along with its extensive fleet and equipment.

It is the company's second major transaction, following the purchase of a critical ventilation business in 2019, and forms part of Thermatic's goal of supporting current and prospective customers in both private and public sectors.

Steven Partington, director at PDS, said this about working with Benchmark International:

“Overall a great experience in what were very stressful circumstances. The initial teaser and IM were brilliant in locating the right buyer for our business, which I am hugely grateful for. Along the way the Benchmark team were very informative with updates on potential interest, and at the deal end of the process were very professional in helping get everything over the line.”

According to a recent Pitchbook report, buyers favor non-backed private companies in today’s M&A market. Non-backed companies are defined as not receiving any outside capital from private equity, venture capital backers, or angel investors.

So, all the hard work has paid off and you have reached a major milestone in the process – receipt of the draft Heads of Terms (‘Heads’), also referred to as the Letter of Intent or simply the term sheet. For many, this will be the first document that has a real legal look about it, although much of the content will be specifically stated to be not legally binding.

Sam McNamee, director at Benchmark International’s Irish office, explains how the Heads are designed to fulfil two primary purposes. First, to set out the key ‘heads’ of the deal, so both buyer and seller know the deal they are looking to achieve through the due diligence and legal process, and secondly, to give the buyer a legally binding period of exclusivity to have a fair run at the deal.

Monarch Title (seller) is a multi-location Missouri-based title insurance agency. They offer a full suite of closing services as well as title insurance.

If you are considering selling your company, planning your retirement or succession plan, or seeking a growth or exit strategy, you have quite a few options. You can find a buyer and pursue a deal on your own.

Benchmark International is pleased to announce the acquisition of Automaten Winkels GmbH & CO. KG (trading as Euroscope) by a German Search Fund candidate.  

Euroscope, based in Wuppertal, Germany, is Europe's largest producer and operator of coin operated telescopes and souvenir vending machines with more than 3,000 installed coin telescopes, penny press machines and souvenir vending machines. The company specializes in the assembling and operation of souvenir medals, tokens and coin telescopes, an integral part of any tourist attraction or landmark.

In July 2023, a German Search Fund candidate, backed by institutional equity sponsors, acquired 100% of the company shares from Jochen Winkels and Dr. Bettina Bähr. They will remain in the company for a transition period to hand over their managing responsibilities to the Search Fund candidate.

An escrow account is a financial account managed by a third party, such as a bank or an attorney, and is used to hold funds or assets until specific conditions are met.

Benchmark International has successfully facilitated a transaction between IEM Energy Consultants to White Wolf Capital.

Benchmark International is pleased to announce the transaction between TDS Erectors, Inc. and Capital Extension Crane & Lift. The transaction represents a strategic expansion for Capital Extension as they look to achieve scale through acquisitions. 

It is essential to know how to correctly measure the long-term growth of your business because it is a key factor in determining an accurate company valuation, which determines how much money you can make in the sale or merger of your business.

Have you ever wished you could read minds?

At Benchmark International, our copywriters have pondered this possibility countless times. The idea of effortlessly extracting essential information from our clients' thoughts would make crafting the Information Memorandum (IM) a breeze. While we haven't quite mastered telepathy, the power of collaboration remains our greatest ally.

As industry experts, we recognise that our clients possess unparalleled knowledge about their businesses. Your insight, knowledge and experience are the driving force that propels us forward in creating a compelling IM that leaves potential buyers wanting to know more. To help you maximise your impact and contribute to the success of the IM bringing potential buyers to the table, I've compiled some valuable tips:

Family offices is a private wealth management firm established by an ultra-high-net-worth family. They provide that family personalized services, including investment management, financial planning, estate and tax planning, and more.

Benchmark International is pleased to announce the acquisition of Wicklow-based Paramount Packaging by Mediahuis Ireland, through its Reach Group subsidiary.

Paramount Packaging was established in 1997 and is an industry leading importer, distributor and supplier of premium flexible plastic, paper and environmentally friendly packaging and solutions to the pharmaceutical, retail, food services, merchant, and industrial industries.

Reach Group is a logistics and supply chain specialist, operating in a variety of sectors across multiple channels including grocery retail, hotels, cafes, delicatessens, schools, hospitals, medical centres, pharmacies, libraries and more.

The company comprises a number of business units, including Reach-Delpac, a supplier of catering disposables, food-to-go packaging, hygiene products and luxury retail packaging. It also has Reach Stationery, a stationery wholesale operation with brands that include Supreme Stationery and Newspread, the national distribution organisation for newspapers and magazines in Ireland.

Mediahuis Ireland is a Belgian/Dutch-owned media organisation that is based in Dublin and publishes national daily newspapers, Sunday newspapers, regional newspapers and operates multiple websites including Independent.ie.

Benchmark International has successfully facilitated the transaction of George W. Evan & Associates. They are a Managing General Agent that services individual and commercial insurance agents. The firm lends its expertise in helping in

In recent years there has been a significant degree of volatility in the market, but it is generally agreed that we will likely enter a “buyer’s market” soon. Most hear “buyer’s market” about real estate or consumer goods,

Mergermarket has released their global financial advisor rankings for the first half of 2023 and Benchmark International ranked prominently in several prestigious categories.

Benchmark International is pleased to announce the acquisition of the Marlyn Group by Letsema.

Dynamac, Inc. (Seller) is an Illinois based, precision computer numerical control (CNC) machining facility.  Dynamac employs the latest in high-speed machining and sophisticated automation to satisfy the myriad challenging demands from their customers. Their niche expertise is CNC production milling and turning of aluminum, stainless, kovar, copper and brass.   

Correctly calculating adjusted EBITDA is essential in an M&A transaction, and all parties must be familiar with the adjustments. EBITDA is used to evaluate a company’s profitability of its core operations by removing items dependent on capital structure, such as interest,