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10 Factors That Drive Business Value Beyond Revenue

The value of a company extends beyond the amount of revenue it generates. As a business owner, you should be monitoring the value of your company at all times, but it is especially important if you are considering exiting or retiring within the next several years, or even up to a decade from now.

Company valuations are based on far more factors than just financial statements and multiples. The process involves the forecasting of the future of the business based on several key value drivers. Sometimes these can be sector-specific, but there are many core drivers that apply to any type of business, as outlined below.

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The Myth of the “M&A Cycle”: Implications for the Middle Market

People like to sound smart on the golf course. It’s one way to distract others from your golf game. Since finance and investing are popular subjects of discourse out on the links, there is always opportunity for high-minded musings on business topics. One evergreen theme revolves around the “M&A cycle.” More specifically: “Where are we in the “M&A cycle?” Is it heading up or down? Is the “M&A cycle” about to end?”

The first question above is an important one, which we will address. The second two—both very common—do not seem to grasp the nature of a “cycle,” or even what a circle looks like. In any case, what precisely makes the topic so endlessly fascinating and useful for the golf course is its totally subjective and nearly nonsensical nature as a framing concept for making buy/sell decisions. If our financial reality were truly an endless loop with defined and unchanging points to exploit around that loop, the cadence of our lives as entrepreneurs, investors, and advisors would certainly look a lot different. We would simply place our bets at certain points at the beginning of each year, later picking them up at different equally obvious points. What a world that would be!

The bad news is that there is no such reliable cycle to lean against. But there is good news for business owners considering an exit or seeking financial partnership:

  1. There are always opportunities in any market to maximize deal value.
  2. Companies and sectors can benefit from opportunities during any market conditions.
  3. The time is, therefore, never simply “right” or “wrong” to bring your company to market.

Let’s look at some of the most common platitudes around the “M&A cycle.”

Platitude #1: An Economic Downturn Will Drive Deal Volumes Down

This might be true on a net basis at the most macro level, but if you’re a business owner or manager contemplating a partnership or exit, that macro perspective is borderline meaningless to you. First, let’s counter this argument with another handy platitude: “There’s always a bull market somewhere.” The key to playing any macro market—whether it is up or down—is to understand where the fast streams lie within that context. No individual business trades as a proxy to the entire market, and during any downturn; for example, there are bullish sectors that offer sellers opportunities to engage buyers at a potential premium.

On its face, while declining deal volumes sound like a negative reality, such circumstances often provide successful companies with higher market visibility as buyers seek a retreat to value in less speculative times. While bull markets have a way of covering all manner of sins from a buy-side valuation perspective (allowing for more risky bets on less fundamentally sound companies), less go-go markets tend to favor higher degrees of prudence. This allows great companies to get second looks and can drive valuation rewards to sell-side companies positioned for consistency, growth, and opportunity capture.

 

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Platitude #2: My Company Won’t Get the Attention It Deserves in a Hot Market

This is basically an opposite concern of that articulated above. The worry here is that when markets are really moving and M&A is up, competition among sellers will drown out great companies, as buyers seek to capture the upside of higher-beta bets. An important thought regarding this opinion: think through who your buyers really are—and how they buy. While it is empirically showable that macro risk-taking increases during a bull market, once again, no single business really operates as a proxy to macro trends, and few discrete buyers are a caricature of the aggregate. There are, for example, numerous family offices and value-oriented funds looking to pick up high-quality small- and medium-sized businesses in all market conditions. These are buyers whose default position is “no” regardless of what others are doing, but who will come to the table ready to transact for real value—no matter what the rest of M&A land is doing during any given period.

Platitude #3: I Need to Wait for the Next Economic Cycle to Bring My Company to Market

This is perhaps the most perplexing assertion that we hear, and it always requires a bit more teasing out. In its purest form, this notion tends to be a distillation of the previous two platitudes—namely, that the time is currently not right to sell (because the market is too hot or too cold) but the time will be right to sell later (because the market will be hotter or colder then). Stepping back, it’s instructive to reflect on what buyers are really seeking in the middle market. Hint: it’s not speculative upside. Rather, middle-market buyers are seeking opportunities to capture value created by successful entrepreneurs who have built great companies with lasting power (and, yes, upside to boot). These qualities are not cycle-dependent, so neither should be your decision to come to market.

A Better Way to Play

Trying to game the notional “M&A cycle” is not a constructive approach to taking your company to market. In all macro market environments, there are excellent opportunities for both buyers and sellers. Maximizing deal value starts with building a thriving, solid company. A thoughtful approach to your exit or partnership is far more critical than theoretical market gyrations to producing a successful outcome.

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Tips for First-Time Buyers in Approaching the Letter of Intent

The business acquisition process consists of various stages. Taking the broadest view, the process leading up to the close of a transaction typically entails an initial assessment stage, and a more formalized due diligence period during which the buyer often performs a quality of earnings and legal due diligence exercise.

Many business acquirers have enough commercial and financial insight to enable them to evaluate whether they wish to acquire a business during the initial assessment stage and at what price. Prior to transitioning to the more formalized due diligence phase, the parties in an M&A transaction typically agree on a Letter of Intent (LOI). Although it is important to get the LOI right because it essentially lays the foundation on which the transaction should proceed, first-time business buyers are often unnecessarily intimidated by the task of formulating the LOI. Buyers can be generally confident they are taking the right approach to the LOI if they take care to understand the key purpose of the LOI and bear in mind a few simple commercial tips. In fact, when done right, properly crafting an appropriate LOI can help a buyer set themselves apart as a capable buyer, particularly when the seller is receiving multiple offers or there is a formal competitive bid process.

First, it is important to understand the key purpose of the LOI and to realize its scope and limitations. At a high level, the purpose of the LOI is to establish the key commercial terms of the business sale agreement between the parties, and to provide the framework on which the transaction can proceed according to the parties’ agreement. Also, the LOI will serve as the cornerstone document for the lawyers to draft the definitive transaction documents. A helpful LOI will not only specify the commercial agreement between the parties (for example, setting out the purchase price and the types of consideration if there is structure in the deal), but also provide a roadmap for key milestones or conditions to be completed by the parties in order to reach a successful close. The LOI needs to have enough detail to provide an appropriate framework, but it will typically not capture every single transaction detail. Naturally, there is a delicate balance between having enough information to provide a framework on which the deal can proceed, and not being too over detailed so as to prematurely freeze the deal discussions. An ideal LOI should contain enough information to reflect the parties’ agreed commercial terms and also provide a roadmap for the steps to be completed for the transaction to take place.

First-time buyers conducting online research are also often confused by different terminology concerning preliminary acquisition documentation. While there can be certain differences between LOIs, Indications of Interests, Heads of Terms, and Term Sheets (to name a few forms of initial acquisition agreements) depending on the jurisdiction, purpose of the agreement, or stage of a formalized M&A process, these types of documents share a lot of common principles and sometimes serve the same function. In the lower middle-market M&A space in the U.S., the majority of initial acquisition documents are formulated as an LOI.

Letters of Intent can be as short as a single page, or as long as several pages. The length of the LOI, as well as the types of provisions and level of detail in each section, depends on the deal specifics and preference of the parties. At a minimum, most LOIs contain:

  • Information about the specifics of the type of proposed transaction (for example, whether the prospective transaction will take the form of a stock or asset deal)
  • The purchase price
  • Types of consideration if the transaction involves structure
  • Conditions to close
  • Other commercial or legal provisions the particular parties may wish to specify

 

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Although LOIs are generally commercially viewed as non-binding in nature, buyers and sellers should take care to specify whether any particular provisions of the LOI should remain binding even if the prospective transaction fails to materialize. For example, although a buyer may wish to specify that it is not required to transact a close in the event a condition precedent is not completed, the seller may wish to specify that the buyer will be bound to keep sensitive information learned about the seller’s business confidential even if the transaction is not completed. Specifying which provisions, if any, shall remain binding on the parties can help avoid unnecessary confusion.

While the LOI may be non-binding in nature, this feature should not encourage the buyer (or the seller) to punt difficult or contentious items to a later stage in the transaction if they can be agreed at the LOI stage. Typically, parties best serve transactions when the difficult issues are resolved between them as early as possible. Commercial experience has shown that the parties that try to approach the LOI as if it were “fully binding” and address the difficult or controversial issues upfront are more likely to have a smooth transaction because the tough deal points are sorted earlier in the process. In addition, if it turns out there will be a sticking point between the buyer and seller, it is typically in both parties’ favor to have that issue addressed as soon as possible. If in dealing with the difficult issues an insurmountable deal sticking point is revealed, the buyer will not waste unnecessary time and resources on an unrealistic transaction. This will enable the buyer to more swiftly move on to other potential opportunities potentially enabling them to realize an alternative transaction sooner. Likewise, the seller also benefits from this approach because the sooner a deal stopper is identified, the more time and resources the seller saves compared to wastefully engaging with a buyer who will not acquire the company. Of course, not every deal point can be agreed in final detail at the LOI stage, but as general rule of thumb, addressing the heavy issues as early as possible can help lighten the work later in the transaction process.

Buyers can help themselves avoid an unnecessary deal breakup by understanding the seller’s mindset. In fact, buyers who proactively address points important for the seller in the LOI can build up goodwill towards the seller and help themselves standout as a capable buyer. For example, sellers are typically hesitant to agree on an exclusivity provision in the LOI which prevents the seller from engaging in discussions with other prospective buyers while the signing buyer engages in due diligence. A buyer which, from the outset, proposes an ambitious but realistic due diligence period with a limited exclusivity provision demonstrates an appreciation for the seller’s concerns and exhibits drive to peruse a swift transaction.

Also, savvy sellers understand the LOI will not capture all the details. As a result, sellers are likely to engage in discussions with the buyer about the reasoning and thinking behind the buyer’s provisions in the LOI. Buyers should be familiar enough with their proposed terms to be confident to have a meaningful commercial discussion with the seller. For example, if a buyer offers an exceptionally aggressive price based on limited information about the selling company, the buyer should be prepared to provide details on how they value the company. Otherwise, the seller will be forced to ponder whether the deal is too good to be true and may become unnecessarily overly skeptical. While not every detail needs to be spelled out in the LOI, the buyer’s proposed deal terms need to make sense. For example, if a proposed transaction will involve an earnout component subject to conditions, buyers could better position their offer by providing information on the earnout parameters, including information on how the earnout payment can be achieved.

Bearing these key points in mind should help buyers be less apprehensive about the LOI process. Indeed, the LOI is also often subject to various rounds of markups, so the buyer should be prepared for counter-comments but shouldn’t be shy about starting the negotiating process in writing. It is helpful to put the ideas on paper to allow the parties to focus on the key deal specifics. Putting forth a proper LOI in the first draft will show that you are a professional buyer and will ultimately help set the stage for facilitating a smooth transaction process.

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Benchmark International Successfully Facilitated the Transaction Between 81G Blue Limited and Babble Cloud Limited

Benchmark International is pleased to announce the sale of Warwickshire-based 81G to cyber services provider, Babble.

81G provides fully managed IT support and services to SMEs. The company manages IT infrastructure for companies with no internal IT department, or those looking to complement their internal IT department.

Founded in 2001, Babble is a technology partner that deploys cloud solutions. In 2020 the company was valued at £90 million after rapidly growing annual revenue to £30m. Babble is backed by private equity partner, Graphite Capital, and the purchase of 81G is Babble's third deal in three months and the seventh since the start of 2020.

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Matt Parker, Chief Executive of Babble, said: "The talented team at 81G Blue shares our ambition to enhance customers’ agility, efficiency and profitability and we’ve no doubt they’ll add significant value as we continue to strengthen our cyber business unit.

"Our buy and build strategy has continued at pace in 2021. We have more acquisitions in the pipeline, as we seek high quality, innovative businesses that have the potential for further growth."

Speaking on working with Benchmark International, Samantha Gibbs, Managing Director of 81G, said: "Every step of the way the Benchmark team comprising of the bright, positive and proactive Erica Skittrall, alongside her colleagues Andrew Roberts and Jonathon Parkinson, who are both consummate professionals and expert advisors, were by my side making sure that the negotiation was completed in the most fair and equitable way for my business to go on its next journey. Following a short, sharp but intensive due diligence process, the business sale was completed. If I had ever doubted using a broker, I am a convert, and if you are wavering to use a broker reach out to Benchmark first. I can't recommend them highly enough.”

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Understanding Working Capital

Working capital, also referred to as net working capital, is the measure of a company's liquidity, operational efficiency, and short-term financial status. It is the difference between a business’s current assets, its inventory of materials and goods, and its existing liabilities. Net operating working capital is the difference between current assets and non-interest-bearing current liabilities. Typically, they are both calculated similarly, by deducting current liabilities from the current assets. So, essentially, if a business’s current assets total $500,000 and its current liabilities are $100,000, then its working capital is $400,000. But there are a few variations on the calculation formula based on what a financial analyst wants to include or exclude:

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Benchmark International Successfully Facilitated the Transaction Between Trufora and Genesis Group, Inc.

Trufora, brings a new standard to dermatology by providing the market with skincare products that contain ingredients proven to be effective, safe, and non-irritating, and used at levels proven to achieve a visible, clinical benefit. The company provides products that allow every woman to feel confident, inspired, and beautiful in their skin. The products are made to simplify a women’s route and life with fewer steps but more results. Their consumer skincare line is free from more than 1,300 known toxins.

Trufora’s skincare line has been a featured product for HSN, Birchbox, and Ipsy to name a few. The company has also launched a membership model allowing customers to have access to their favorite Trufora products at a discounted price.

 

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A critical element of completing this transaction was identifying and marketing to a variety of potential acquirer classes on behalf of Trufora. We were pleased to see that three very different strategies each produced at least one eager acquirer to submit an LOI to acquire Trufora. One of the buyers had a marketing background heavily tied to Amazon, one of the platforms Trufora utilizes for its products. Another buyer was from China and looking to acquire a US brand to help increase their Asian beauty empire. The third buyer, Genesis Group, was an interesting fit given, its founder, Artem Mariychin’s background in the consumer predictive analytics space. Trufora believed that the partnership with the Genesis Group was the best fit for the future of the company and is positioned to grow the company to the next level. This supports the notion that the obvious buyer or the usual suspects are often not the best prospects.

The Genesis Group was founded by Artem Mariychin with the goal to invest in opportunities that could benefit from his experience. Artem is the co-founder and CEO of Zodiac. Nike acquired Zodiac, a predictive analytics company, in 2018. While CEO of Zodiac, Artem built a company that provided retailers with a tool to predict the long-term value of each customer instantly and accurately, also known as the customer’s zCLV or Zodiac’s Customer Lifetime Value. Marketers use the zCLV to discover who their future highest value customers will be so that they can retain those valuable customers long-terms and acquire similar customers.

Prior to Zodiac, Artem worked at Goldman Sachs, Highbridge Capital, 3G Capital, and Perry Creek Capital.

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8 Deals in 8 Days

Benchmark International’s UK offices have experienced a sharp increase in the number of deals completed since the beginning of 2021, notably completing 8 deals within 8 days.

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Can I Put My Business On The Market Even Though I'm Not Actively Looking To Sell?

Maybe you’re not sure if you are ready to sell your business, but you’re curious about what you could learn if you put it on the market. You can always put your company on the market at any time, but you should understand the right way to do it, and everything that you need to consider.

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Benchmark International Completes 52 Transactions in 52 Weeks for US Offices

What Does It Take to Complete 52 Transactions in 52 Weeks?
2020 brought us all a huge amount of uncertainty. From an unexpected global pandemic to an election year, business owners tooling with the idea of a transaction were skeptical of success and market interest. With immense challenges presenting themselves, Benchmark International US offices took the year by the horns and hit another record year of completed transactions.

Following their 2019 accomplishment of 40 successful deals, Benchmark International’s US  transaction teams saw the opportunity to take it one step further, completing 52 domestic deals. This is a 33% growth rate in the midst of one of the most trying economic environments to date.

The question here is: What does it take to complete an average of one deal per week, every week, in the midst of a global pandemic?

Keep the Consistency

The five US transaction teams showed consistency when working with our clients, no matter the deal size or time on market. Being industry agnostic allowed Benchmark International to bring a wide range of companies to market in 2020; from quick deals to major transactions, the team displayed prodigious work ethic to find the perfect fit for their clients.

COVID-19 tested global corporate environments, but Benchmark International adapted to the temporary work from home changes with ease. Distractions while working from home could have easily altered the company's success, but with virtual communication and determination to find the best for our clients, the team proved resilient. Benchmark International’s 2019 modernization of its tech systems, from top to bottom, paid off handsomely.  A new CRM, the move to cloud-based storage, and widespread adoption of Microsoft Teams for inter-office communications all occurred in the first months of 2020, just in time to a two-month work from home period, a minor annoyance as opposed to a hinderance.

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Show Resilience

Both buyers and sellers saw a shift in focus when COVID-19 hit challenging the way M&A firms traditionally go about business. It took tedious due diligence amongst the five transaction teams to ensure the value of the companies represented was preserved.

2020 financial concerns are guaranteed to be on business owners' minds when moving into conversations regarding a full/partial sale in 2021. There is not yet a "market standard" on COVID-19 "add backs." However, owing to the breadth of its transaction experience both domestically and globally over the last year, Benchmark International is helping to shape that emerging standard, pushing for fairness to sellers wherever possible and reminding buyers that their true interest lies in determining how the business will perform under normal circumstances..

Stick True to the Foundation of Benchmark International

Benchmark International was formed on the ideology that every business is a family business. The dedication demonstrated by everyone at the firm (from analysts to directors to executive leadership) is what stands this team apart from their competitors. Sticking to the robust business model originally set forth by the founders, Benchmark International was ready and able to handle challenges that were unrecognizable prior to the year 2020.

As Benchmark International continues to set records statewide, the notable accomplishments extend beyond that; for SIX years in a row, the company as a whole completed 100+ transactions per year. This shows that geographical location, although important, doesn't outweigh work ethic, consistency, and resilience amongst a team like Benchmark International.

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Benchmark International Successfully Facilitated the Transaction Between The Bookyard Ltd and Restore plc

Benchmark International is pleased to announce the transaction between Liverpool-based, The Bookyard, and London-based Restore.

Established in 2006, The Bookyard is a specialist recycler and supplier of service parts, tools and accessories for Apple computers and devices.

Restore is an AIM-listed document management, shredding and computer recycling company, providing its services to offices and workplaces in both the private and public sectors.

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Representing another milestone in Restore's strategy for growth via organic expansion, strategic acquisition and margin improvement, the transaction is designed to further strengthen Restore's capability in the growing recycling market for Apple goods.

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How Much Working Capital is the Right Amount?

One of the more complex components of an M&A transaction is a seller’s net working capital, hereinafter referred to as working capital. Working capital is a financial term used as a measurement of a business’s ability to meet its financial obligations over the coming business cycle (typically 12 months). The consideration of working capital is typically performed during the due diligence period. The calculation of working capital requires the assessment of two areas: current assets and current liabilities.

  • Current assets are the assets of the business that the owner(s) anticipate using for normal operations within the next business cycle. The most significant components of current assets are typically cash, accounts receivable, and inventory.
  • Current liabilities are the obligations of the business that the owner(s) anticipate satisfying within the next business cycle. The most significant components of current liabilities are typically accounts payable, accrued expenses, and the current portion of the business’s debt.

The logic of corporate finance works on the premise that current assets are used to pay off current liabilities. While working capital is not defined under the Generally Accepted Accounting Principles (GAAP), it is commonly calculated using this formula:

 

Working Capital = Current Assets – Current Liabilities

 

Why does working capital matter?

As previously mentioned, working capital is used as a measurement of a business’s ability to meet its financial obligations over the coming business cycle. Another way to consider working capital is that it is a measure of a business’s liquidity. A liquid business should not have problems meeting its short-term financial obligations if all things remain constant. It is unlikely that the owners of a liquid business will be required to invest additional capital or seek outside financing (e.g., debt) to satisfy the needs of the business in the subsequent 12 months.

 

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How much working capital is the right amount?

If a buyer and seller agreed that $2,000,000 is an acceptable working capital level, and a seller delivers lower working capital to the buyer, then often there is a mechanism in the purchase agreement to lower the purchase price of the business. The reduction would generally be dollar-for-dollar (i.e., each dollar required to get the working capital to an acceptable level will likely lead to a dollar reduction in the amount to be paid to the seller). Conversely, if the working capital is higher than what is agreed on as the acceptable level to provide at closing, then there often would be a dollar-for-dollar increase to the purchase price to the seller.

The letter of intent typically clarifies the buyer’s expectation with regard to the required level of working capital to be left in the business, or the proposed methodology in determining working capital. Often, though, working capital is a point of negotiation up until finalization of the purchase agreement. There are a variety of options for setting the agreed upon working capital, but these are the two most common methods:

  • The buyer will want some number of “months” as a cushion. If the business’s total expenses for the year are $1,200,000 and the business will be expected to spend $100,000 per month, then a buyer wanting “three months of cushion” for this business would thus require working capital to be at least $300,000 at closing.
  • The buyer will want the working capital to be equal to “historical levels.” Historical levels can be calculated by averaging the working capital on each of the previous 12 months’ balance sheets.

Both methodologies provide a guideline in arriving at an acceptable level as part of negotiation between the buyer and seller. No two businesses or deals are alike, but a company’s working capital—just like the various line items from which it is drawn—are assets of the business and, as such, represent part of what is to be sold.

What can the seller do about working capital?

In the event the seller has his/her mindset on what to exclude when the sale occurs, the seller should work with its professional advisors to determine whether the specific items that could be removed from the proposed working capital terms and how that will impact the deal structure. In doing so, the seller must keep in mind that the specific item may be considered by the buyer as necessary to keep the business generating revenue—and if so, he/she might view the retention by the seller as something having a major impact on valuation. If, on the other hand, the asset is not deemed as useful to provide a reasonable buffer for “months of working capital” or a similar metric, or to be used for a specific business function, and its absence will therefore not impact operations nor require the buyer to invest additional capital into the business, the asset can typically be removed with little effect on valuation.

When addressing working capital, it’s important for the seller to always consider the total cost of the deal to the buyer and the buyer’s perception of the risk associated with the business. This is key area of negotiation, and understanding the different methods to determine working capital and what is important for both the seller and buyer is a critical element to reaching a successful close.

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Can A PPP Loan Help or Hurt My Company Valuation?

The COVID-19 pandemic has impacted businesses of all sizes, affecting the value of many of those businesses. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was created by the U.S. government to get businesses through the pandemic, and includes the Paycheck Protection Program (PPP), which is designed to give private businesses access to cash so that they can continue to pay employees and cover other expenses, such as health insurance, rent/mortgages, and utilities, over a 24-week period. The loans contain provisions for forgiveness as long as the company meets certain requirements and certifications. The PPP loan and its associated forgiveness have impacted how company valuations should be determined for the recipients.

For company valuation purposes, there needs to be an understanding of the reasons that the business got the PPP loan. The loan could indicate that the company has been under duress. Because of this, past financial statements may not accurately represent the future of the business.

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Benchmark International Successfully Facilitated the Transaction Between Kbiosystems Limited and Porvair plc

Benchmark International is pleased to announce the transaction between Basildon-based Kbiosystems and Porvair, the specialist filtration, laboratory and environmental technologies group.

Kbiosystems specialises in the design and manufacture of laboratory instruments, with particular expertise in automated microplate handling systems. With in-house design, manufacturing and assembly facilities, and a team of long-standing specialists, the company services an international client base, supported by a substantial network of global partnerships with distributors. In the year ended 31st March 2020, Kbiosystems reported revenues of GBP3.8 million.

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Porvair is a group of specialist filtration, separation and environmental technologies businesses. Its products are used in a range of niche filtration and separation markets, and are derived from its expertise in the design and manufacture of filtration and separation systems. It is organised into three divisions: Aerospace & Industrial; Laboratory; and Metal Melt Quality. The group has operations in the UK, US, Germany, the Netherlands, and China.

Following the transaction, Kbiosystems will continue to operate from its existing premises and will be integrated into the group's Laboratory division.

Commenting on the acquisition, Ben Stocks, Chief Executive of Porvair, said: “We are delighted that Kbiosystems has joined the group. We have known the business for many years and there is a good fit between our laboratory consumables business and Kbiosystems' instrument automation expertise. Together the businesses have a compelling offering for laboratories seeking to automate their sample testing processes."

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Benchmark International Successfully Facilitated the Transaction Between Hymor Timber and National Timber Group

Benchmark International is pleased to announce the transaction between Stoke-on-Trent based Hymor Timber (Hymor) and National Timber Group (NTG).

Established in 1990, Hymor is an independent timber merchant supplying ethically sourced hardwood and softwood to a range of trade and commercial customers, including joiners and manufacturers.

Hymor employs 28 people and in 2020 achieved revenues of £4.5m. Hymor’s acquisition was initiated by the owners’ succession planning.

National Timber Group is the largest independent added-value timber distribution and processing group in the UK, serving a diverse customer base including joiners, housebuilders, and contractors. Created through the acquisitions of market-leading brands Thornbridge, North Yorkshire Timber, Rembrand and Arnold Laver, the group now has a combined turnover of over £250 million, over 1,300 employees, and 64 processing and distribution sites.

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National Timber Group is a portfolio company of Cairngorm Capital Partners, a specialist private investment firm providing equity capital and management expertise to leading UK companies. It invests in strongly performing, private mid-market growth companies in manufacturing, distribution and services industries.

A highly complementary and strategically beneficial transaction, it enables National Timber Group to expand into the Midlands and North West. Hymor’s product offering also complements those at NTG’s specialist hardwood depot in Hull that serves Yorkshire and the Humber.

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Benchmark International Successfully Facilitated the Transaction Between The OpenSource Group of Companies and Workforce Holdings

Benchmark International is pleased to announce the transaction between OpenSource International LTD, OpenSource Intelligent Solutions (Pty) Ltd (OpenSource) and Workforce Holdings Ltd.

OpenSource is a South African and Mauritius-based business that was established in 1993. The company places skilled SAP resources on both a contract and permanent basis as clients utilize SAP’s Enterprise Resource Planning system. The company also provides SAP training and other services, including SAP site maintenance and payroll outsourcing. OpenSource is an accredited SAP partner and resources consultants across all SAP modules and complementary technologies for companies internationally.

Managing Director Michelle Viret has over 35 years of IT experience and specialises in marketing and sales, focusing on resourcing and training. Delighted with the outcome, she commented on the transaction, saying, “Again, thank you for introducing OpenSource to the right company upfront. You heard our brief, and from the first meeting, the long-term choice we made is right for us. Our business fits hand in glove with the Workforce philosophies, operation, and culture – it is certainly a ‘can do’ attitude, and it is refreshing to have input from leaders that have years of business knowledge and savvy, specifically someone like Mr. Ronny Katz.”

Workforce Holdings and its Group of companies provide employment, training, healthcare, wellness, financial services, and lifestyle benefits to individuals and their employers. Established in 1972, Workforce Holdings is listed on the JSE Altx exchange, employing over 1,340 permanent staff and paying approximately 34,000 assignees.

 

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The Group’s business model reflects its diversification and is structured into five operating segments: staffing and recruitment, training and consulting, employee health management, financial and lifestyle products, and process outsourcing. This structure facilitates integration and diversification of services, including expansion into adjacent services and new markets.

Detailing their motives for the acquisition, Workforce stated that this transaction allowed it to further expand its human capital services offering. “This is consistent with Workforce’s previously stated growth and diversification strategy. The acquisition introduces a profitable and specialised business with a broad footprint and a driven, entrepreneurial management team into the Workforce group,” it said.

Ronny Katz, chief executive officer of Workforce, said, “The OpenSource Group offers services as an accredited SAP partner, allowing Workforce to offer leading solutions in a new and diverse market. Also, this complementary offering provides both Workforce and the OpenSource Group with exciting cross-selling opportunities within their respective customer bases.” He added: “Dealing and engaging with Benchmark was a positive experience. The professionalism and pragmatism of their deal team assisted us as buyers in expediting, and ultimately finalize, the transaction.”

Tiaan Smit, representing Benchmark International’s South African office, added, “For the Benchmark International team, understanding Michelle and the unique strengths of the OpenSource business that she has built up over the last 28 years was key to finding the right acquirer. We believe that Workforce is the perfect match, and by leveraging Workforce’s established backing and support, Michelle’s drive, energy, and strategic foresight will take the businesses to even greater heights. We’ll be following their progress closely and look forward to their mutual success.”

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Benchmark International Completes the Sale of Restek-UK Limited to an EOT

Benchmark International is pleased to announce the sale of Ripley-based specialist maintenance company, Restek, to an Employee Ownership Trust, joining the growing number of employee-owned businesses across the UK, as it announced its 14 permanent team members would be taking a stake in the business.

Founded in 2013, Restek provides a range of services including concrete structural repairs, composite strengthening, ground remediation and geotechnical solutions through the use of innovative materials, specialist products and techniques.

With an increase in revenue of more than 500 per cent in the past five years, the business has quickly grown to be a market leader in ground engineering, having worked with numerous local authorities and blue-chip companies including Network Rail, Barclays and Highways England.

Tim Knight, managing director and founder of the business, had engaged Benchmark International to consider the future options for the company. Having considered and rejected a number of offers that were on the table from a range of parties, Benchmark International suggested an Employee Ownership Trust (EOT) to acquire 100 per cent of the shares on behalf of the company’s employees, which was seen as an attractive alternative to Mr Knight. Benchmark International worked with Napthens Solicitors to structure the transaction appropriately.

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Commenting on the transaction, Mr Knight said: “Since incorporating the business, I always had the intention of stepping away, and following consultation with Benchmark and Napthens, I decided that employee ownership was the best fit. Growing revenue every single year, Restek has now been involved with a catalogue of exciting, high-profile schemes, quickly cementing ourselves as a leaders in our field.

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Benchmark International Successfully Facilitated the Transaction Between ParcelNinja (Pty) LTD and Imperial Holdings LTD

Benchmark International is pleased to announce the transaction between ParcelNinja (Pty) Ltd and Imperial Holdings Ltd.

ParcelNinja (Pty) Ltd was founded in 2013 by Justin Drennan, Ryan Drennan, and Terence Murphy, launching its first commercial services in October 2014. It offers South African online shops an affordable outsourcing solution for all their fulfillment needs.

Delighted with the transaction, Justin Drennan added: "I was genuinely amazed at the pace and energy injected into this process by the team at Benchmark. Being prepared to engage directly with Imperial and having the advice I needed to get the deal done correctly certainly boosted my confidence at the negotiation table. Imperial is an outstanding company, and we are exceptionally pleased to have found a home with them."

Imperial is an African-focused provider of integrated market access and logistics solutions, focusing on five key industries - healthcare, consumer, automotive, chemicals, and industrial and commodities. Ranked among the top 30 global logistics providers and listed on the JSE, Imperial actively seeks out and leverages new technology to deliver innovative, end-to-end solutions to improve their customer's lives with access to quality products and services.

 

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"Enabled with leading software, processes, and people capabilities in South Africa, ParcelNinja provides fulfillment in both B2C and B2B channels including the informal market, supported by the management and optimization of courier parcel deliveries," said Mohammed Akoojee, Imperial Group Chief Executive Officer. "This acquisition supports Imperial's strategic ambitions to accelerate our digital capabilities and expand our logistics and market access services into last-mile distribution, e-commerce fulfillment, footprint and scale in Africa while ensuring local relevance for our clients and principals."

Commenting on the transaction, Dustin Graham added, "It is certainly encouraging for Benchmark to conclude a transaction that provides distinct advantages to both buyer and seller by each leveraging off the other's strengths and existing capability. We look forward to seeing ParcelNinja grow in concert with Imperial and deliver outstanding service to a vast new basket of customers throughout South Africa."  

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Why the Best Buyer May Not Be the Highest Bidder

Taking your business to market is a very challenging yet rewarding process. Receiving feedback from potential buyers enables you to learn both what specifically attracts buyers to your company and what your business is generally worth. Throughout the process, a valuable lesson learned will be the importance of weighing all potential offers, rather than strictly accepting the highest offer.

Consider the likelihood that the buyer can finance the proposed offer

Having multiple Letters of Intent (LOIs) to compare against each other is a great problem for a seller to have. Each offer is unique and presents different solutions to finance the proposed transaction. However, an LOI is not binding and simply moves you into an exclusive relationship with a buyer for a set period (typically 60-90 days). Deciding to enter an exclusive relationship with this one buyer can affect your perceived value with other serious buyers, should you have to reopen dialogue if the agreed upon LOI does not ultimately close the deal.

A major component in valuing an LOI is the legitimacy of the offer. One buyer may come in and submit an offer that is a percentage higher than that of other buyers. If you agree, spend time working with the buyer, and ultimately learn that the buyer does not have the funds necessary to pay the intended price, you have lost valuable time on market and there is no guarantee the landscape will be the same upon return to market. For example, other buyers that extended an LOI may have moved on, eliminating them as a potential buyer for your company. Effectively, each seller must determine the authenticity of an offer in respect to the time it will need, the resources that must be committed, and the effect it will have on relationships with other buyers.

Deal structures can be valued in many ways

A second characteristic to consider is the structure of the deal. Four broad levers that buyers have in structuring an offer are cash, equity, debt and earnouts. The percentage makeup of each component is a huge aspect of the offer. For example, a seller who values cash upfront may value a $10 million all-cash offer more than a $12 million offer that is split between 50% cash and 50% earnouts based off estimated financial performance post transaction. An earnout structure would be less appealing to that seller due to the uncertainty of achieving the targeted earnout performance and/or the potential for litigation in the period between transaction-close and the earnout’s expiration.

 

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Compatibility with your potential partner

Unless you fully exit your company and receive a full-cash offer, another topic to consider is determining how well the buyer aligns with you and your company. While not always the case, some buyers may state that proposed deals are contingent upon the owner remaining on full time after the sale because they value the owner’s role for a successful transition of ownership. For any deal in which this is the case, you would also need to reflect on whether you are willing to transition from being the manager to being managed.

A buyer’s compatibility with your company also matters when your payout is contingent upon earnouts or a retained equity position. As mentioned in the previous section, funding for the sale can include earnouts. An earnout is a post-closing purchase price payment that is contingent upon the acquired company meeting negotiated performance goals post closing. If your company’s performance post acquisition does not pan out as expected, the earnout expectations may not be met and you would not receive the compensation which was expected at the close of the deal.

Alternatively, if the seller retains an equity position in the company post sale, then there may be a benefit to accepting an offer from a buyer that is not the highest bidder: if that buyer brings a strategic relationship that grows the value of the retained equity position. Oftentimes this strategic relationship manifests itself in operating synergies allowing for expense reductions, new revenue growth opportunities, or additional management expertise.

Financing strength, deal structure, and compatibility are three of many attributes in addition to the final price that must be considered when selling your company. Ultimately, in a process that is so complex and intense, choosing which offer to accept is not quite as simple as accepting the highest offer.

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Accelerating SaaS Growth With A Strategic Partner

Strategic partnerships can be game-changers for SaaS (Software as a Service) companies. Sales revenue is clearly of vital importance, but it takes more than just those numbers to make things happen on a larger scale. Relationships are the bedrock of business. If you are looking to drive growth, a strategic partnership can be a very powerful tool to help your company increase its audience, build upon the brand, and tap into new markets. All of this, in turn, can prop up your sales team and boost your overall growth.

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Benchmark International Ranked #1 Sell-Side, privately owned M&A Advisors in the World by Pitchbook

PitchBook has released their 2020 Annual Global League Tables, and Benchmark International is ranked the #1 Sell-Side Exclusive, Privately-Owned, M&A Advisors in the world. PitchBook is a leading financial data provider covering M&A, private equity, and venture capital deal activity.

“We are delighted to be recognized by PitchBook as one of the most active firms in the world,” said Greg Jackson, CEO of Benchmark International. “We remain grateful to our clients for their continued confidence in us and proud of our team’s unwavering dedication and success.”

Executive Chairman, Steven Keane added “This important news solidifies Benchmark International’s standing in the world as a true market leader in the mergers and acquisitions community. It is also a “benchmark” for our company, which was founded in 2008 and remains in private ownership, knowing that our talented team can only continue to make strides from here and carry out our mission to accomplish great things for our clients. We add this recognition to our long and growing list of accomplishments.”

PitchBook’s Global League Tables are a comprehensive report on private equity and venture capital activity worldwide for the year. They are compiled using the count of completed deals for the specified deal type, region, and other criteria. The listing only includes publicly disclosed transactions and/or those confirmed by PitchBook’s primary research team.

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Benchmark International Successfully Facilitated the Transaction Between Theme Bins (International) Ltd and a Private Investor

Benchmark International is pleased to announce the sale of Gateshead-based Theme Bins to private investor, Patrick Connolly.

Established in 1991, Theme Bins designs, manufactures and supplies benches, litter and recycling bins, storage lockers, and other indoor and outdoor furniture. The company operates from a bespoke manufacturing facility, acting as a supplier and moulding subcontractor, catering to a range of customers across sectors including the commercial, leisure and educational markets.

Patrick Connolly is a private investor engaged in plastics and, along with the acquisition of Theme Bins, recently invested in two other businesses that specialise in different processes within the plastics industry.

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Commenting on the acquisitions, Patrick said: “I want people to phone us if they want things made in plastic because, between the three firms, I’m sure we’ll find a way.

“For example, parts for Theme Bins we can make at our other sites. That helps open up our development opportunities and the speed with which we can respond.”

Following the acquisition, Theme Bins has been renamed Plastic Furniture Co to reflect its vastly expanded product range after diversifying into street and education furniture, including seats, lockers, and bins for PPE equipment. It will also be launching a new website and increasing its focus on ecommerce.

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Benchmark International Successfully Facilitated the Transaction Between Survey Systems Limited and Land Survey Solutions Limited

Benchmark International is pleased to announce the sale of Cheshire-based Survey Systems to Suffolk-based Survey Solutions.

Survey Systems was formed in 1983 and is a geomatic surveying firm producing accurate 2D and 3D digital plans and models for both public and private clients operating in the construction and engineering sectors. Along with sister company Locate Surveys, the company has grown to become one of the largest independent surveying companies in the north west, employing approximately 40 people.

Established for over 20 years, Survey Solutions is the UK’s largest engineering surveyor with a wide geographical reach and a comprehensive range of surveying services. The company provides to sectors ranging from residential new build to retail, energy to education and transport to healthcare.

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As a result of the acquisition, Survey Solutions has broadened its geographical presence, giving the company an unrivalled presence throughout the UK and enabling local teams to respond quickly to project enquiries. Along with acquisition of Kempston Surveys, Survey Solutions’ national reach has now grown to nine offices and the team has grown to around 160 employees.

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Benchmark International Successfully Facilitated the Transaction Between Delta Outsource Group, Inc and Indebted

Benchmark International facilitated the transaction between Delta Outsource Group, Inc and Australian-based InDebted enabling their access into the American market.

The seller, Delta Outsource Group, Inc, has been providing professional and compliant receivables solutions in the U.S. since 2009. The owners of Delta set out to create a collections agency where performance, respect, and communication would put them ahead of the industry’s curve. After accomplishing this, Delta became a viable target.

“While the process was longer than we thought, Benchmark did a good job of advising us of our options and guiding us through the sale process,” said Michael Lages, President & CFO.

 

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The buyer, InDebted, is an Australian-based digital, data-driven collection agency. They have built a collections platform that seeks to empower the financial fitness of their customers.

John Watson, incoming CEO of Delta commented regarding the deal, “After facilitating the introduction of Delta and InDebted and outlining the desired transaction structure, Benchmark did a good job of allowing the principles to work directly with each other to maximize the efficiency of the process.”

Regarding the deal completion, Transaction Director Matthew Kekelis at Benchmark International commented, “The Delta team stuck through a multiple offer situation with many ups and downs along the way. Ultimately, it was a terrific result with both buyer and seller very pleased with the outcome.”

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Benchmark International Successfully Facilitated the Transaction Between Solution Matrix, Inc., EXI Investment Partners and Broadview Group Holdings, LLC

Benchmark International successfully facilitated the transaction between Solution Matrix, Inc. of Rocky Mount, VA and EXI Investment Partners, Broadview Group Holdings, LLC, management and other co-investors. The seller, Solution Matrix, Inc., is an orthopedic manufacturing business that provides high-quality cold-therapy gel packs and compression bandage wraps to over 340 hospitals nationwide. The company manufactures all its products in-house.

Keith Marshall, co-owner of Solution Matrix with his wife, Linda, mentioned regarding the transaction, “We are so excited to entrust the future of Solution Matrix to its next partner. With their leadership, there is no upward limit to where they can take the business. The spirit of partnership abounded during the transaction process and they will be an ideal caretaker of the Solution Matrix brand and legacy.”

Marshall went on to say, “I’d like to thank Benchmark International for their absolute professionalism throughout the entire process. I thought it would be challenging to sell a business with a special designation like mine, a veteran-owned business. I had the impression the pool of available and interested buyers would be small but Benchmark’s resources proved me wrong in that regard. I could not recommend their services more.”

 

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Regarding the deal completion, Managing Partner Dara Shareef at Benchmark International commented, “Having the opportunity to work with a veteran-owned business is always particularly meaningful. Keith and Linda have built Solution Matrix around a mission to provide truly unique products that address critical healthcare needs. Their sense of service to team, partners, and customers comes naturally from a background of service to country and has been a difference-maker in building a great company and an unequalled suite of medical devices. Benchmark International is proud to be a key part of finding Solution Matrix a great partner for their next phase of growth.”

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Benchmark International Successfully Facilitated the Transaction Between SGS Limited and Wescott Industrial Services Ltd

Benchmark International is pleased to announce the sale of specialist scaffolding contractors, SGS, to Wescott Industrial Services.

Established in 1994, SGS is a main supplier of scaffold access and support systems for the large industrial, petrochemical, waste to energy, pharmaceutical and food industries, as well as providing services to domestic and commercial projects.

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The company has a workforce of around 70 directly employed personnel and operates nationwide for clients such as Engie, BAM Construction, Amco Griffen and Gassco Gas Terminal.

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Benchmark International Successfully Facilitated the Transaction Between Carolina Marine Structures, Inc. and United Infrastructure Holdings, Inc.

Benchmark International is pleased to announce the transaction between Carolina Marine Structures, Inc. (“CMS”) and United Infrastructure Holdings, Inc. (UIH).

CMS is a leading provider of commercial waterfront construction services. The company specializes in construction related to boat ramps, bridges, dredging, shoreline restoration, and wetland creation. CMS resides in Powells Point, North Carolina and is centrally located for its preferred service areas of coastal North Carolina and Virginia.

 

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UIH focuses on providing a wide array of infrastructure services across the United States, from marine construction to engineering services. With this transaction, they are positioned for continued expansion nationwide.

Senior Deal Associate Nick Woodyard at Benchmark International commented, “The entire team here is glad to have facilitated the successful transaction between Carolina Marine Structures and United Infrastructure Holdings. It was great getting to a conclusion where both parties were excited to begin the next phase of their new adventure. This deal represents a platform opportunity for UIH to build an enterprise of future growth in the industry. We wish the teams continued success.”

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Benchmark International Successfully Facilitated the Transaction Between Don O’Malley & Partners Ltd and The Randridge Group

Benchmark International is pleased to announce the sale of Limerick-based Don O’Malley & Partners to The Randridge Group.

Don O'Malley & Partners was established in 1967 and is a leading registered consulting engineering practice specialising in mechanical and electrical building services. The company is based in Limerick city and has gained a reputation for high quality design and service in the construction industry. The company’s project portfolio includes work on commercial, industrial, office, residential, education, healthcare, retail, public buildings, culture & heritage buildings, hospitality, and sports & leisure projects.

Liam Kavanagh of Don O’Malley commented: “Don O’Malley & Partners Ltd engaged the services of Benchmark International to test the market for potential buyers for the company. From the outset of our dealings with Benchmark, we found them to be highly professional, extremely knowledgeable and always acted in our best interests. We felt particularly comforted in using their service because of the high level of interest and support from senior management within their organisation. It was not long before Benchmark began presenting potential buyers to us for consideration eventually resulting in the acquisition by our business by Randridge International.”

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Randridge is the leading-edge supplier of electrical, instrumentation and automation services to the energy, petrochemical and heavy industries across Europe, Africa and the Caspian regions. Renowned for delivering excellent quality construction, the company now has an opportunity to expand its service offering to include quality engineering services.

This acquisition enhances further the proposition that Randridge can make to prospective clients and brings the company one step closer to achieving its main objective of providing a complete turnkey solution.

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Benchmark International Successfully Facilitated the Transaction Between Solar Graphics (UK) and Think Signs

Benchmark International has successfully facilitated the transaction between Solar Graphics and Think Signs.

Solar Graphics is an established provider of a comprehensive range of signage and wayfinding solutions. Esteemed for delivering a one-stop service, the company offers the design, manufacture, and installation of products, in addition to an assortment of road marking services. Operating across the South East of England, the company serves a diverse client base and caters to a variety of requirements, including signage for workplace and commercial properties, as well as health and safety signs.

Do you have an exit or growth strategy in place?

Think Signs has been specialising in the design, manufacture and installation of bespoke signage across Dorset, Poole and Bournemouth for over 20 years, offering a broad range of print solutions and services using the latest technologies and state of the art UV flatbed printers and cutting machines.

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Five Signs You May Need a CEO to Run Your Company

While many founders tend to be their own CEOs, sometimes you do need a little help. If you hire too soon, you waste valuable resources, but if you hire too late, you could be missing vital opportunities to grow. Choosing when to hire a CEO is a tough decision, so if you notice any of the following signs, now may be the right time to hire a small business CEO.

1. Need for More Expertise: As a business owner or founder, you started the business and transitioned it from the planning stage to successful operations. Completing this feat does not always mean that you have strong business expertise. Many times, it means that you have strong experience exclusively in your particular offering. Hiring a CEO with business experience can help your company develop new ideas, execute decisions, and formulate new strategies that will work to drive your bottom line. In some instances, people outside the company will view your business more professionally when a CEO with a background in the industry takes the reigns.

2. Not Your Passion: Even if you possess the ability to run your company, that may not be where your passions lie. If you want to focus on areas of the company, such as client relationships or product development, it may be time for you to hire a CEO. They can handle the business aspects such as operations, marketing, or production, and you can keep your focus on the interests that you enjoy and where you benefit the most for your business.


3. Clarity of Vision: If you observe that your employees seem unclear about the company's operations and goals, it is possible that they would benefit significantly from fresh leadership. A new CEO will serve as the leader for your company, make known company-wide goals, and implement your visions as the owner. This will give your company a united voice through a seasoned executive who has the experience to retain and attract a management team that will contribute to your path of long-term success. Also, a founders’ loyalty to original employees can limit potential. A CEO will evaluate performance and make tough personnel decisions for you that will drive growth.

 

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4. Stagnation: Say you want to expand your business but find that you have to focus too heavily on keeping the company up and running. When there isn't enough time for innovation, this can lead to inactivity and cause your company to stagnate, creating severe problems down the road. A small business CEO allows you to count on them to map out growth strategies and coordinate the vital action needed to help your business scale.

5. Overwhelm: Maybe you start to notice that you get things done, but you are overworking your people. Founders and CEOs are certainly not strangers to hard work. Your dedication to your craft and commitment to the growth of the company are second to none. However, when the same person performs these roles, that person can quickly become overwhelmed and, as a result, pass unnecessary pressure onto the employees. If you realize that you are relying too heavily on your team members to help keep your head above water, it may be an excellent time to hire a CEO. It's important to keep in mind that there is only so much cleaning up after others your team will be willing to do. Low employee morale can sink a company's productivity and lead to long-term problems.


Once you have decided that you are ready to find a CEO, many organizations specialize in locating and screening the perfect candidate for you. For help in your recruitment process, consider hiring an executive search firm, networking with your professional connections, creating a CEO search committee, and making sure to plan ahead. Applicant Tracking Systems such as Greenhouse, JazzHR, Breezy HR, or Google Hire can help your recruitment process. Finally, be sure to have all of the essential materials on hand to onboard your CEO candidate. Think about including your story, your primary values, and your mission to ensure vision alignment.

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How To Announce An Acquisition

When a company is sold, it can have major effects on employees, customers, clients, and suppliers. Uncertainty stokes fear in most people, as they wonder about their security and their futures. Even top management can feel as though they failed at their jobs when the company is being bought out. For these reasons, it is important that the messaging and transition planning is handled very carefully and thoughtfully leading up to an acquisition—especially considering that the majority of acquisitions fall through. Announcing the news too early can cause widespread unrest over a deal that never happens

Communication is everything in this situation, but it needs to be planned. Before announcing a single word about the sale of the company, you should have a solid plan in place. A consistent message is critical and the distribution of the information should be carefully coordinated both internally and externally to avoid misinformation and confusion. Your plan should clearly outline intentions, steps, timelines and how the process will affect all parties. Predetermine what will be conveyed by whom and when. Figure out how to address questions that you are unable to answer and consider all potential scenarios for all parties involved. And always remember how critical confidentiality is during this time. You do not want details leaking to the press before you are ready to go public.  

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Helping Employees Find Meaning at Work

Many business owners know that employees are a company’s greatest asset. Yet, they are also a potential liability. According to CNBC, more than 3.5 million Americans quit their jobs every month. The current unemployment rate sits at 6.7%. It rose to 14.8% in April, but prior to the pandemic, it was 3.5%, which was a strong job market. So, if employees are so critical to a company’s operations, how can organizations mitigate the risk of them leaving, especially immediately before or after an M&A transaction? During such a transaction, a business may find itself at a disadvantage when trying to keep valuable workers in a strong job market and during the uneasiness of a transaction. Workers may feel under appreciated, underpaid, or that they lack opportunities for advancement during this period. Looking from the outside in, a culture like this can cripple the attraction of buyers or a successful integration.

In most cases, this can be averted. But how? Paying employees more? Giving out monthly awards or irrelevant promotions? In short, giving employees true meaning day-in and day-out can be a complex task but it’s a key differentiator in a company being a place where employees want to grow their careers, versus being a resume builder. Having a personal sense of who your employees are and what motivates them can often mean more to them than any compensation, and set the company up for a successful integration. The tricky part is identifying those things in which your employees find happiness, purpose and true meaning. Tackling the following key questions will improve your M&A transaction experience, increase employee retention, and help employees find greater happiness within the workplace.

What are your employees good at completing?

Performance reviews were implemented back in the 1800s and haven’t changed much since. Albert Einstein once said, “Insanity is doing the same thing over and over again and expecting different results.” Employers have been evaluating workers on a yearly basis and adjusting the company’s workforce according to their findings for many years. When evaluating employees, it’s important to include a detailed skills assessment. Investing the time to understand each employee’s specific skills and value to the organization gives the company an advantage for future success by optimizing its workforce. In terms of M&A preparation, skills gaps can be proactively addressed so buyers don’t perceive risk and discount their offers; and, unique skill differentiators can be leveraged to improve competitive position and business valuations.

 

Ready to explore your exit and growth options?

 

In addition to finding an employee’s niche set of skills, it’s imperative to also challenge employees on an array of different topics. Challenging employees helps to develop their skillset further, leverage their untapped potential, and optimize their performance. Small adjustments like these can help a company not only retain valuable workers for years to come, but also convey the impression of a strong group of employees for prospective buyers within an M&A transaction.

When do your employees feel most accomplished?

A sense of accomplishment is a cornerstone of any successful job. As a manager or business owner, it’s critical to recognize the drivers of employees’ satisfaction in their jobs, or “delighters,” and promote them. Is it when they’ve closed a new deal, completed service for a difficult client, or finished a task that they’ve been working on for weeks? Understanding the accomplishments that truly make employees happy isn’t that hard. Promoting and acknowledging these things makes employees feel that their work is valued.

One way to identify these “delighters” is for managers to adjust their interactions with employees. For example, having purposeful daily conversations, building relationships, and showing genuine interest in each employee’s current projects. This can also help the workforce better understand their role in the organization’s operations and success.

A Harvard Grant Study found that happiness and even financial success are tied to the warmth of one’s relationships, especially in the workplace. The study’s chief architect famously concluded, “Happiness is love. Full stop.” Working on partnerships with employees can improve purpose within their careers and the organization. Enhancing relationships with employees can help the organization get through tough times and cruise through outstanding times. In addition, having a great working relationship with employees can help ward off negative energy during the demanding process of an M&A transaction. It is important to make time for employees, engage with them, listen to them, and build relationships needed to enhance workplace happiness, improve employee longevity, and sail through the grind of an M&A transaction.

What have your employees learned lately?

Intellectual curiosity is something we all have within ourselves that can help an employee excel in any job. Being able to ask questions, learn from others, and make tasks more efficient can help employees find constant meaning at work. As a business owner, one of the challenges is getting the right curiosity out of employees. Implementing “end of the week discussions” as a group is one way to tap into intellectual curiosity. In addition, putting in place nontraditional learning environments can give employees the opportunity to learn hands-on versus behind a desk. Experiences like these can help improve the longevity of an employee’s career, along with advancing their understanding and ability to retain information. Having a workforce that is intellectually curious can be a considerable selling point during a transaction that buyers are delighted to buy into.

To summarize, multi-billion-dollar corporations and smaller boutique firms alike must mitigate the risk of losing valuable workers. Figuring out ways to make employees excited when they walk through the company’s doors is key to an organization’s success. Implementing small changes as described here can help an organization retain its top tier talent and ensure a smooth transaction. Modest adjustments such as regularly interacting with employees, investing time to understand each employee’s individual skillset, and creating an open environment that engages curiosity, will help make them happier, optimize performance, and ensure that they will continue to support the success of the organization. Acquirers treasure the ability of having a stable team on board during a transition and, as a seller, this can make all the difference in having a successful sale.  

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Why You Should Consider Private Equity

How Private Equity Works

Private equity firms raise financing from institutions and individuals and then invest those funds into the buying and selling of businesses. Once a pre-specified amount is raised, the fund closes to new investors and is liquidated. All of the fund’s businesses are sold within a set timeframe that is typically less than ten years. The more successfully a PE firm’s funds perform, the better its ability to raise money in the future.

PE firms do accept some limitations on their use of investments under fund management contracts, such as the size of any single business investment. Once the money has been committed, investors have nearly zero control over its management, unlike a public company’s board of directors. 

The leaders of the companies within a private equity portfolio are not members of the PE firm’s management. Private equity firms control its portfolio companies through representation on the boards of those companies. It is common for a PE firm to ask the CEO and other business leaders in their portfolios to invest personally. This offers a way to ensure their level of commitment and motivation. In return, the operating managers can get significant rewards that are linked to profits when the company is sold.

With large buyouts, PE funds usually charge investors a fee of around 1.5 to 2 percent of assets under management, plus 20 percent of all profits (subject to achieving a minimum rate of return). Fund mostly profit through capital gains on the sale of portfolio companies.

How Private Equity Improves Value

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Gamestop, Robinhood, And Drama On Wall Street

The free online trading app known as Robinhood has proclaimed to be “on a mission to democratize finance for all.” It was intended to open up the Wall Street stock market to the average American for investment “on their own terms,” with more easily digestible financial information readily available to novice investors. The app was designed to “let the people trade” and make the financial system more accessible for everyone, until things took quite a turn, all due to a fledgling brick and mortar video game retailer known as GameStop.

The amateur traders using Robinhood became pitted against the hedge fund honchos when they started buying up options and shares of GameStop (GME), enlarging those bets and also making large trades of other stocks, such as AMC Entertainment, Tootsie Roll, and BlackBerry.

How It All Happened

Professional hedge fund investors had been short selling shares of GameStop, essentially borrowing shares of stock to sell, and then buying them back later so they can return them. This lets them profit if the stock price drops (betting that the company will fail). If the stock does not continue to fall, investors are forced to cover their position or buy more stock to minimize their losses.

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Benchmark International Successfully Facilitated the Transaction Between Intracoastal Environmental, LLC and the Ambipar Group

IntraCoastal Environmental (ICE) is a leading provider of environmental, industrial, and emergency response services in the Southeastern United States. ICE has two offices in Jacksonville, FL, and Savanah, GA. The principals of ICE attribute their success to a solid framework of proven policies developed over the years and exceptional customer service. “The industry is wrought with operators that will drop everything they are doing on one job for higher margins on another. ICE is safe, provides quality workmanship, and is, most importantly, dependable. When we start a job, we will finish it, and that’s what keeps our customers coming back.”

The Ambipar Group is a publicly-traded multinational entity based in Sao Paulo, Brazil, formed by two companies: Environment and Response. With focus and agility, these two segments offer a vertically integrated structure that provides a wide range of services to fifteen different countries across six continents. Lead by Pulsar, a Brazilian Investment Bank, Ambipar executed its first transaction in the USA in 2019. ICE served as the first of many bolt-on acquisitions in an aggressive strategy to consolidate the market recreate their superior business model in the United States.

 

Ready to explore your exit and growth options?

 

US travel bans due to COVID-19 caused both sides of the transaction to build trust in innovative ways to keep the momentum going. The alignment between the acquisition and growth strategy of Ambipar and ICE’s operations is what motivated both buyer and seller to push through the difficulties in today’s
ever-changing landscape.

Regarding the deal completion, Senior Associate Sean Fechtmann at Benchmark International commented, “IntraCoastal was by far one of the most exceptional clients we have had the pleasure of representing. From day one, it was clear the management team and financial systems would make this process successful. The principals of ICE were diligent in our shared efforts to pursue a sale while simultaneously driving meaningful growth in their company along the way.”

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The Importance of a Handshake - 12 Reasons Why Face to Face Interactions Will Never Go Away

Hearing the phrase "the new normal" has become our new normal. During COVID, we have all had to adjust to new situations. We are not standing in big crowds watching a parade go by in our community, and we are not crammed together in a convention center listening to a recap of the past quarter’s economic trends. In some places, we cannot sit too close to one another at a local restaurant and watch our favorite sports teams. Even with all these changes, there is one thing that will rebound: face to face meetings.

When I was cutting my teeth in life insurance years ago, we were trained on the importance of non-verbal forms of communication. Before 2020, we've had many forms of digital communication. Now it seems like we have endless options, but a short well-planned meeting can save an incredible amount of time. Fancy tech isn't the end-all-be-all. Just because somebody is using the latest tech, it doesn’t mean it’s better tech.

Here are 12 reasons why I believe face to face meetings are still essential:

  1. I can’t read non-verbal communications through my email and video calls I only see part of the picture. Non-verbal communication is endlessly more important than the words that are spoken. 7% of a conversation is actual words. 38% is inflection. 55% are facial expressions. These cannot be replicated remotely. This cannot be emphasized enough, so it is my number one entry on this list.

  2. Face to face meetings leave a lot more room for improvisation. Conversations tend to flow more naturally, lead in many directions, and lead to new opportunities.

  3. Engaging with people is just easier. We have time before and after for chit chat. While this might not seem important, how it relates to building human capital should be recognized. We never know what small items can lead to a spark igniting an excellent working relationship. It can be something as simple as taking a wrong turn, then one of the attendees tells you that they did the same thing their first time in the office. The two of you shake hands, introduce yourselves, and now you've started building a connection that can lead to opportunities in the future.

  4. “Sorry everyone. Larry can’t make the meeting today. His internet is down. Can we reschedule for later today or sometime next week?”. Now, here is a historical proverb to bring interest to this article:

For want of a nail the shoe was lost

For want of a shoe the horse was lost

For want of a horse the rider was lost

For want of a message the battle was lost

For want of a battle the kingdom was lost

And all for the want of a horseshoe nail.

Will that meeting get rescheduled? Will somebody else have to back out next time? By not having the meeting at the original time, we have opened the door for more potential problems to arise. All we have is now. We can't predict the future, and having to reschedule meetings at the last moment can lead to frustration and ultimately tank a deal.

 

Ready to explore your exit and growth options?

 

  1. Maybe this one is just me, but I often feel that video calls can feel a bit foggy. Face to face meetings are crystal clear. Key points are clear and more easily understood.

  2. Meeting in person allows someone to go further than just a meeting. After a video conference, what happens? You turn off your computer, and everyone goes back to whatever it is they were doing. If you are the person traveling somewhere, what is likely to happen? Assuming that you are staying the night, more likely than not, someone you were meeting with will take you out and show you around town. Building human capital is what makes an organization's culture. Without these interactions, you have people in various offices doing their own things. When they can meet, interact, and get to know each other, things work out better.

  3. In my experience, agreeing on an offer is much easier if the buyer and seller meet in person. If the two parties have never met, people tend to get more animated in their responses if things don't go the way they'd like. But when the two groups have met, I see a much different reaction. Parties are less likely to get upset and more likely to listen to each other. Instead of blowing up and walking away from a deal, they take the time to remain calm and discuss items in a more relaxed manner. They've started building a bond. They aren't just trying to get better terms from Really Big Company Inc.; they're speaking with Larry. "Larry is someone that I went to dinner with, and everyone joined from the office and had a great time. I'm going to get on the phone with Larry and see if we can hash this out and find a middle ground." From a broker's perspective, it’s a night and day difference seeing groups that have met in person vs. those that have not.

  4. A bunch of people in a room and a clean whiteboard can lead to extraordinary breakthroughs and ideas. Ask Mark Zuckerberg.

  5. In-person meetings show mutual acknowledgment, respect, and action. 93% of people found negotiating with people of different languages and cultures easier. 82% believe negotiating important contracts in person is easier. Overall, 95% of people still say face to face meetings are essential. Also, this one shockingly doesn't have a generation gap.

  6. Millennials prefer face to face meetings in higher percentages than Gen X.

  7. Eventbrite ran a study and found that millennials are fueling the experience economy. This means instead of having materialistic items, people age 18-34 (who make up the largest percentage of the US population and the workforce) prefer going to things. Whether that's a vacation, concert, sporting event, younger people like doing things in person instead of remotely. Now, how does that transfer into the workplace? 80% of millennials prefer face to face communication with colleagues instead of 78% of Gen Xers. With this backlog of people choosing to be in person, the future looks bright for sitting across the table and speaking with folks.

  8. “Now, what about cost? I’m saving a fortune by not paying for my people to travel. Even if my people prefer in-person, the dollars don’t justify their preference.” To quote ESPN's Lee Corso: "Not so fast." Regarding ROI:
  • Companies gain $12.50 for every US dollar spent on business travel
  • 40% of prospects converted to new customers through face to face meeting
  • 28% of current business that would be lost without face to face meetings
  • 17% profit an average company would lose if it eliminated all business travel
Even in terms of a P&L, it makes sense to travel. Underscored by the sheer number of cities worldwide that have made their identity around business travel and convention destinations. The impact this has on the economy and job creation can never be fully explored. While it certainly isn’t an individual business’ prerogative to spend their hard-earned dollars on company meals, it’s still a sound fiscal path.

After reading this, think back to some of your interactions. Could they be better suited for in-person? Gut feeling aside, the data backs the decision to continue face to face meetings. Both for sales, prospecting, company culture, and maintaining client relationships all seem to justify this idea, and this is something that we don't feel will go away in the future despite the tumultuous year we've just experienced. 

Sources:

Inc.com

Business.com

Great Business Schools

Eventbrite

Medium

Washington Post

Entrepreneur

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2021 Is Here. Why You Should Sell Now

As a business owner considering the sale of your company, you may be asking yourself, “When is the right time to sell?” The answer is simple. The time is now.

The global recovery is underway, and 2021 has given us several reasons to be highly optimistic, and these reasons are why you should take action.

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Benchmark International Successfully Facilitated the Transaction Between Scott, Singleton, Fincher & Company, PC and Park Associates, PLLC

Benchmark International has successfully facilitated the transaction between Scott, Singleton, Fincher & Company and Park Associates, PLLC.

Scott, Singleton, Fincher & Company, PC is a public accounting firm that provides audit, review, taxation, and compilation services. It serves a variety of clients, including businesses and individuals but specializes in providing auditing services for nonprofit and governmental entities. Whether a company  needs tax preparation help or regular accounting services, their team can tame clients’ unwieldy finances.

Company owner, Tommy Nelson of Scott, Singleton, Fincher & Company, PC commented regarding the transaction, “My experience with Benchmark  International was excellent.  They did a wonderful job in preparing the marketing material.  Many prospects commented on the professional presentation of the information.  The marketing team provided us with several prospects, which culminated in a successful transaction.  I would highly recommend the use of Benchmark’s services.”

 

Ready to explore your exit and growth options?

 

Park & Associates, PLLC is a full-service Tax, Accounting, and Business Management firm based in Houston, Los Angeles, and Richmond. Established in 2000, their seasoned professionals have provided quality, personalized financial guidance to individuals and businesses. Some of their services include, financial and retirement planning, audit services, business setup and restructuring, and estate and trust planning.

Regarding the deal, Transaction Director Peter Kim at Benchmark International commented, “Our engagement with Scott, Singleton, Fincher & Company, PC was about building a confident future for our client, Tommy Nelson. Our talented deal team sought out a buyer motivated by the client’s footprint in the DFW metro area, reputation in the profession and quality of accounts. We serviced the entire deal from beginning to end with the ideas of max value as well as the client’s motivation of family in mind. Our achievement in both objectives are the culmination of tireless teamwork and relentless pursuit of preeminence in the marketplace.

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5 Things Benchmark International Tells Sellers to Ask Buyers

The first thing that can help a buyer purchase a business is putting their best foot forward in their first conversations with a seller. Buyers are often unsure what exactly a seller is looking to hear or how to impress a seller in the initial discussion. Below are a few of the things Benchmark International tells our clients to look for in a buyer when selling their company.

  1. How are they funding the acquisition? It may be cash, a loan, a personal lender, or ownership in a new entity, but sellers will need to know a potential buyer’s source of funding. It’s a straightforward question, but many people will not have considered it by the time they are conducting management meetings. Having a knowledgeable and honest answer for a seller will go a long way in cementing a relationship of trust.

  2. How well will the buyer culturally fit with the company? Were the first questions about the owners, employees, and business operations, or were they about the bottom line? Were they more interested in meeting with the owners and seeing the business they intend to purchase, or rushing into signing into exclusivity and then learning about the business at an unspecified eventual time? A buyer with no interest in the company beyond the free cash flow rarely develops deep relationships with management, employees, and the seller with whom they may partner in the future.

  3. What is the reason behind the buyer’s interest? Direct competitors, strategic buyers, financial buyers, and individual investors all have different goals in buying a business, and they all fit different sellers' strategies. Being forthcoming in the reasons for your interest in acquiring the business will help conversations run more smoothly down the line, and different buyers can bring a lot to the table in terms of enhancing the seller’s business and offering their employees the security and longevity our clients are often trying to attract.

    Ready to explore your exit and growth options?

  4. What does the buyer plan to have our client do after the sale? Is the buyer likely to stay on for several years, or will they be in a consulting position as the buyer takes over immediately? This can affect whether a seller retains equity, offers a seller note, or works for an investor long term. Each deal looks different for the seller after a sale and having a solid plan for our clients after the transaction can help make long-term decisions for their employees and families.

  5. How knowledgeable is the buyer in acquisitions? Will they understand the tax implications, assignment of liabilities and assets, and other nuances behind acquiring a business, or will they need assistance from a third party? Regardless of the buyer’s expertise, a little honesty on both sides goes a long way in explaining both parties' thought process and explain that some actions that can appear aggressive or malicious are often just not well understood by one or both parties. Knowing who will work with both parties to figure out the details of the transaction can save weeks or even months of headaches later down the road.

Addressing these questions can provide a lot of comfort and understanding that can create the foundation for a sale, and in many cases, a partnership. The seller wants to know a buyer's business just as much as the buyer wants to learn about the seller's company.

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Benchmark International Named Best Practice Operator of the Year (Corporate Finance) for International Markets and USA

We are pleased to announce that Benchmark International has been named ‘Best Practice Operator of the Year (Corporate Finance)’ for both International Markets and the USA at the ACQ Global Awards of 2020.

215,000 ACQ5 subscribers were asked to nominate/vote for those they felt were the leading players within their jurisdiction. The total number of nominations received stood at an impressive 107,211 nominations.

Ready to explore your exit and growth options?

Guided by the poll’s results, those organizations and individuals that have had the most significant impact on the industry during the past decade are duly honored. In judging these awards, ACQ5 Country Awards Program studied the nominations made by voters and recognize that all of those nominated are leaders in their fields, but the exceptional performances of some deserve recognition.

The ACQ5 Country Awards Program provides topical analysis of key trends, opportunities, and challenges, and risks representing significant regional interest or concern across a range of industries and work areas. The guide presents accessible insight into those issues transcending geographical borders and impacting strategic decision making at an International level.

Benchmark International is delighted and humbled to have received this prestigious award.

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Small Business Grants That Are Available to Help Your Business Grow

Small business grants can provide the cash that you need without you paying it back as they do not require repayment of any kind. There are several government agencies, nonprofits, and private businesses or corporations that provide essentially free money in the form of grants to small business owners. The key is to find grants that you qualify for as there are grants available for all varieties of small and online business owners: veterans, disabled Americans, minorities, women, and other under-represented groups. Here’s a list of grants for business owners interested in small business grant opportunities.

The StreetShares Foundation Veteran Small Business Award: The StreetShares Foundation is a 501(c)(3) nonprofit organization that exists to inspire, educate, and support the military entrepreneurial community. This award is designed to boost small business owners who innovate and create a social impact in the changing marketplace. The applicant must be a veteran, reserve, or transitioning active duty member of any of the United States Armed Forces, a spouse of a military member, or the child or immediate family member of a Military Member who died on active duty. The first-place award is $15,000, the second-place award is $6,000, and the third-place award is $4,000. Visit www.streetsharesfoundation.org to learn more.

FedEx Small Business Grant Contest: The FedEx Small Business Grant Contest is a grant program by FedEx to award U.S. based small businesses with grants to help them grow and scale their business. The contest entry period typically takes place early in the year. The competition awards $250,000 to 12 small businesses, including a $50,000 grant and $7,500 in FedEx print and business services to its grand prize winner. Visit www.fedex.com to learn more.

The Girlboss Foundation Grant: Since 2014, the Girlboss Foundation has given away over $130,000 worth of grants to women entrepreneurs making innovative moves in the industries of fashion, design, music, and the arts. Each grant winner receives $15,000 in project funding, plus features on Girlboss.com, their newsletter, and social media platforms. Applicants are judged on innovation and creativity, business planning and acumen, along with a demonstration of financial need. Visit www.girlboss.com to learn more.

National Association for the Self-Employed: One of the ways that the NASE gives back to the community is through NASE Growth Grants. Since 2006, the NASE has awarded nearly $1,000,000 to members just like you. A new winner is chosen each month to be awarded up to a $4,000 grant to support the growth of their business. The grant can be used for a variety of business needs, including marketing, advertising, and hiring employees. Visit www.nase.org to learn more.

 

Ready to explore your exit and growth options?

 

Grants.gov: Managed by the Department of Health and Human Services, Grants.gov is an E-Government initiative operating under the governance of the Office of Management and Budget. The Grants.gov system houses information on over $1,000 grant programs and vets grant applications for federal grant-making agencies. To apply, you must obtain a DUNS number for your business (a unique nine-digit identification number), create an account at Grants.gov, and register to do business with the U.S. government through its System Award Management website. Visit Grants.gov to learn more.

Save Small Business: The Save Small Business Fund is a way for larger businesses and philanthropies to help the small business community suffering from the impacts of the COVID-19 pandemic. Funded by corporate and philanthropic partners, the Save Small Business Fund is a collective effort to provide $5,000 grants to as many small employers as they can. Eligible businesses must employ between three and twenty people, be located in an economically vulnerable community, and have been harmed financially by the COVID-19 pandemic. Visit www.savesmallbusiness.com to learn more.

Facebook Small Business Grants Program: Facebook is offering $100Million in cash grants and ad credits. To be eligible to apply, your business must have between two and fifty employees, have been in business for over a year, have experienced challenges from COVID-19, and be in or near a location where Facebook operates. Visit www.facebook.com to learn more.

The National Minority Supplier Development Council’s Business Consortium Fund: The NMSDC provides a grant program known as the Business Consortium Fund, which is intended to support certified minority-owned businesses. Minority business owners must own and control 51% of the business. Minority business owners include entrepreneurs who are African-American, Hispanic American, Native American, Asian-Pacific American, or Asian-Indian American. Visit www.nmsdc.org to learn more.

There are countless grants available, and this list only represents a few. The challenge is finding the right one for you. Once you have identified a grant that you are eligible for, the next step is to accurately complete the application process according to the guidelines given. If you qualify, you could gain access to funding without the obligation of repayment and potentially grow your business without the burden of debt.

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