Now that you’ve signed the term sheet - Heads of Terms (Heads), or Letter of Intent (LOI) – you’re likely wondering – what’s next?

Having been involved in hundreds of mid-market transactions, Roger Forshaw – Director and fully qualified ICAEW Corporate Finance professional – highlights some recurring themes that are key to ensuring a smooth process from entering exclusivity through to completion.

After months of deliberation, organisation, conversation and negotiation, with the support of your Benchmark International team and your other trusted advisers, we are reaching the precipice of legal completion. Or simply – ‘Completion’.

After envisaging this moment for so long, you might be wondering how the day of Completion will play out, and indeed what will happen over the next few days, weeks and months. What is clear is that you are about to enter a new stage in your personal and professional life.

Samantha Tapson, Director at Benchmark International, recounts the advice she and her team share with clients at this exciting juncture.

At Benchmark International, your deal team will explore various avenues when sourcing a buyer for your company, from undertaking their own desktop research through to utilising a variety of M&A subscription platforms and connections your deal team has accumulated over the years.

Our process ensures a targeted approach to the market, so we are more likely to generate interest from high-quality buyers and confidentiality is maintained – we don’t just put your company in the ‘shop window’.

We will do the legwork behind this process, but here are some valuable tips for ensuring the best outcomes.

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

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

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

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

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

Both perspectives carry merit.

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

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

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

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

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

Have you ever wished you could read minds?

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

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

An important part of many deals is the agreement on what is referred to as Free Cash (or surplus or excess cash). In simple terms, this is the value of the cash held in the business at completion that can be added to the sale price for the seller's benefit. In the UK, we can often add this Free Cash to the overall deal value in a way that it is effectively extracted by the sellers at their marginal Capital Gains tax rate, although this requires careful tax planning and advice.

There are some related articles on this. Please see Extracting Free Cash and What Working Capital Is Not! in particular.

Seller financing is when the seller of a business acts as a lender to the buyer by offering financing for all or some of the purchasing price. The Buyer and Seller negotiate the terms of

Mergers and acquisitions (M&A) have come a long way since the days of tedious paperwork and manual processes. The evolution of technology has revolutionised the M&A landscape, making the once paper-intensive process more cost-effective, streamlined, and efficient. 

As well as understanding the fundamentals and financial aspects of any offer for your business, understanding ‘your buyer’ is critical to the success of the deal and your ongoing relationships post-completion. Whilst it’s not possible to know your buyer ‘warts and all’ at the start of the process, your team at Benchmark International will work with you throughout the process to build your buyer knowledge.

Step by step, we will work with you to ask the right questions at the right time, providing you with the information you need to make the all-important decision of who is the right buyer for your company, for your employees, and for you.

Consider putting your company on the market for several reasons. The reasons can vary based on the stage of your business's lifecycle and what your goals for the future may be. No matter your situation, it is always a good idea to step back and look at the big picture to figure out your options. 

1 – Working Capital is Not Cash!

First and foremost, let’s be clear what working capital is not, it’s not cash! In fact, all things being equal, when working capital goes up, cash goes down, and vice versa.  You'll often hear the expression, "the business needs to fund working capital for growth", when what is actually meant is that the business needs extra cash to finance the increase in working capital that accompanies growth. Businesses that try to grow without sufficient working capital are said to be 'over-trading'. 

In most businesses, the basic components of working capital are stock, plus trade debtors, minus trade creditors. This working capital will have built up over time as the business has grown and, generally speaking, the longer a business has been trading, the more complex the components of working capital will have become. To explain this, we can consider a company that starts trading on Day One, wholly in cash and without holding any stock. After its first year of trading, all profits will be in the form of cash, so its balance sheet will be 100% cash, and there will be no working capital – i.e., no stock, debtors, or creditors. However, as the business starts to give credit to its customers (that become trade debtors), take credit from its suppliers (that become trade creditors), and invest in the stock, the constitution of the balance sheet will change such that its assets are cash, trade debtors and stock, and its liabilities are its trade creditors.

The flagship of The Small Business Administration's programs to support small businesses is the SBA 7(a) loan guaranty program. The program was designed to encourage lenders to provide loans to borrowers that might not otherwise obtain financing on reasonable terms and conditions. Under this program, the SBA will guarantee 75% for loans greater than $150,000 with a maximum loan amount of $5 million with reasonable interest rates. This is a viable option for the average person looking to acquire their first business or an existing business looking to grow through acquisition. This loan is so popular that in 2021, the SBA approved 51,856 7(a) loans totaling $36.5 billion.

Introduction

There has been significant growth in the number of Employee Ownership Trusts (EOTs) in recent years, and in this article I explore some of the differences between shareholders selling to a trade buyer and selling to a trust set up for this purpose.

Benchmark International is delighted to announce the transaction between Cambridgeshire-based KeCo and Brussels-based Sabert Europe.

KeCo is a fast-growing UK manufacturer and provider of sustainable foodservice packaging made from paperboard and bagasse. The company has its own trademarked StrEAT® range, as well as owning Karrott, a unique AR app offering customers the opportunity to integrate digital and active marketing within packaging.

A subsidiary of US-based Sabert Corporation, Sabert Europe offers high-quality and sustainable solutions for delivery, takeaway and catering. The acquisition enables Sabert to enter the UK market and increase renewable material manufacturing.

Benchmark International is pleased to announce the successful transaction between The Colography Group, Inc. and Halstatt Legacy Partners.

Benchmark International is pleased to announce the transaction between our client, a prominent industrial services firm, and Crete Mechanical Group (“CMG”).

Crete Mechanical Group (“CMG”) is a multi-site owner, operator, and business partner to mechanical service businesses in the United States. CMG partners with entrepreneurs and owners of HVAC, electrical, plumbing, controls, and other mechanical services companies to help them grow revenue, increase profitability, and transition ownership.

Our client is a leading industrial services firm providing electrical, mechanical, automation, fabrication, rigging, and maintenance services to various industries. The company has established an outstanding reputation in providing superior customer service within its regional market.

Senior Transaction Associate Sunny Yang Garten at Benchmark International added, “It was a pleasure to represent our client, a leading industrial services firm, in this transaction with Crete Mechanical Group. Our client was seeking a partner that shared their vision and offered the right deal structure, and Crete Mechanical Group was aligned with our client’s growth strategy. On behalf of Benchmark International, we wish both companies continued success.”

The COVID-19 pandemic is critically affecting the world's economies when businesses were already adapting to volatility and uncertainty as a way of life. With the economic outlook and threats of all kinds continuing to test even the most influential organizations, companies face various challenges as they work to find growth and stay competitive. One of the most beneficial ways of growing an existing company is through mergers and acquisitions (M&A).

Few firms throughout the world reach the top without conducting at least a few M&A transactions. The most well-known firms employ professional teams whose only role is to seek out attractive potential acquisitions tells its own story. When implemented well, an active M&A strategy can be a highly productive process for any company. M&A always has and always will be a long-term game. We are now in an environment where more and more business owners feel comfortable taking some calculated risks and driving forward an M&A agenda to build the company's future.

Private equity (PE) expects to see record-level fundraising this year. Even amidst the ongoing COVID-19 pandemic, analysts predict that the PE industry will raise an anticipated—and unprecedented—$330 billion in total capital in 2021. According to a survey performed by Ernst & Young, 49% of global companies plan to acquire in the next 12 months actively, and the majority are looking for assets internationally rather than domestically. A healthy fundraising and active acquisition environment coupled with the existing $1 trillion in disposable capital means excellent news for those looking to grow their business. Interest rates are low, equity markets are high, and investors demand, value, and reward growth. With numerous potential international acquirers with strong balance sheets and strong liquidity, our advice to companies is to look for logical strategic targets, be proactive, and focus on long-term value creation.

The U.S. and the U.K. remain primary centers of global M&A. The U.S. consistently holds the top spot for both domestic and for international M&A. The U.K. regularly ranks in the top three. If you are thinking of growing your business internationally, it is worth noting that M&A is regulated in all countries worldwide and has many advantages. Below are four key benefits of merging with or acquiring another company internationally.

The COVID-19 pandemic has had a negative impact on all classes of commercial real estate. Yet, it also created some new opportunities within the commercial real estate (CRE) market, such as affordable rental prices, improved digital communication and payment facilitation, as well as new opportunities for business owners and investors. And further recovery is well underway.  

CRE prices fell 11% between March and May of 2020. Since July, prices increased 7%, erasing over half of those pandemic declines. With investors sitting on wealth, more investment in stocks and bonds took place, which pushed prices up and interest rates down. With inflation being a growing concern, more investors may look to commercial properties with leases that have built-in rent increases to keep pace with inflation.

Our world continues to change, and businesses must remain adaptive in order to keep pace with their competition and consumer demands. Thanks to new technologies, changing customer priorities, societal movements, and of course, repercussions from the COVID-19 pandemic, business owners can expect certain industry shifts that began leading up to 2021 to continue into 2022.

Most deal valuations are set out as a multiple of earnings, plus surplus assets. Nick Hulme’s article, Valuing Companies, is a great read for more detail on this.

As he mentions in the article, surplus assets come in many forms, and can include lump sums of cash sitting on the balance sheet, the company’s premises/real estate (if the sellers are going to keep these personally post-close) and even the yacht or Bentley in some cases.

Below are some simple rules for sellers to keep in mind when considering Free Cash, the most common surplus asset we encounter on our deals.

Rule #1 – Have Realistic Expectations 

A buyer will only allow you to extract cash at completion that is truly surplus to the requirements of the business going forward.

Think, perhaps, in terms of how much cash you could extract yourself without affecting the ongoing operations of the business, and how much you’d ordinarily want to leave in the business to guard against mid-month and month-to-month fluctuations in cash requirements.

In some cases, this cash can be extracted in a tax efficient manner (for example, in the UK where Capital Gains Tax is presently significantly lower than Income Tax, subject to certain conditions being met).

Silver Sport Transmissions, the seller, is the largest and most versatile elite distributor of Tremec Corporation’s transmissions.  Their in-house engineering department’s experience is second to none and continually outshines bringing a client’s classic car “up to speed” through various product offerings.  The company prides itself on high quality and innovation in its respective field.     

The Wharton Automotive Group, consisting of McLeod Racing and FTI Performance, is owned by NHRA Nitro Funny Car driver and businessman Paul Lee.

Paul Lee continues to grow this sector of the driveline market. With the outstanding success of McLeod Racing, Lee sets his sights on growth in acquisitions. In 2019 Lee purchased the leading racing transmission and torque converter company, FTI Performance. In addition, he continues to grow his business strategy with the acquisition of Silver Sport Transmissions.

“The team at Benchmark International, including Matthew Kekelis and Jack Chilcutt, did an excellent job of guiding Silver Sport Transmissions as the Sellers representative. Great representation is so important in today’s M&A market. As the Buyer, I was impressed how smooth and issue-free the transaction went to closing.” says Wharton Automotive Group president Paul Lee. “This transaction was the next step for Wharton Automotive Group’s goal of becoming the leader in the automotive driveline segment of the Worldwide Automotive Aftermarket industry.”

Transaction Director Matthew Kekelis at Benchmark International added,  “I genuinely believe that there was no better match for Silver Sport than Paul Lee and his team at The Wharton Group. Their professionalism and attention to detail throughout the acquisition process were outstanding.  We wish the best for all moving forward in this exciting new chapter.”

What is Working Capital?                                                                                 

In the process of selling your business, it is important to understand working capital as you accept an LOI (Letter of Intent) and move into the due diligence stage. Buyers require the business that they are purchasing to leave a predetermined amount of working capital to continue running the business and cover the short-term obligations.

In simple terms, working capital is calculated by subtracting your company's current assets (excluding cash) from your current liabilities (excluding debt). However, the calculation can become more complex in practice. Typically, in the LOI, the buyer will outline how the working capital “peg” will be calculated. The “peg” is a benchmark amount of working capital that is agreed upon toward the end of due diligence by the buyer and seller. The buyer typically considers current assets to include items such as accounts receivable, inventory, and prepaid expenses as necessary to maintain the ongoing operations. Items such as lines of credit, short-term debt, and taxes are not included in this calculation.

How Does Working Capital Influence the M&A Process?

When buyers are reviewing your company for potential acquisition, they want to ensure liquidity once they take over. The minimum level of working capital is considered to be part of the valuation and accounted for in the price included in the LOI. It is important to note that most M&A transactions are set on a cash-free and debt-free basis, meaning the seller maintains cash in the business but is responsible for paying off bank debts.

The working capital analysis is typically part of the buyer’s diligence process, which will involve the analysis of balances at the account level. Some items under the accrued expense or accounts payable may not be operational in nature and therefore are excluded from the calculation. However, the buyer may determine that an item was improperly omitted from the balance sheet and they may adjust the balances. The primary reason for this analysis is to accurately determine what a true normalized level of working capital should be given the company's historical financials.

How Are Working Capital Targets Determined?

In most cases, the buyer will use a historical average, which is typically 12 months to calculate the appropriate target at closing. The reason is that the buyer will be basing their valuation on the revenue, EBITDA, and working capital needed to generate this income will need to be provided. As a seller, it is important to remember that your EBITDA will typically reflect account receivables as revenue and account payables as an expense. The 12-month period for working capital is used to average out potential fluctuations as this correlates to valuations, which are typically based on a multiple of the trailing 12-month EBITDA. Seasonality should also be considered in the calculation. For example, working capital could be much higher or lower depending on if the deal were completed during the peak season. In this case, the buyer would be required to pay more as the working capital would likely be much higher or lower than average. On the other hand, if the transaction were completed during the off-season, working capital would be reduced.

Adjustments During Diligence

As the seller, prior to the closing, you will deliver an estimate of working capital that you believe the business will have at closing. If this estimate exceeds the working capital target, you will receive an amount equal to the excess as an increase in the purchase price. However, if the estimate were less than the working capital target, the buyer would reduce the purchase price. After the closing, the buyer will perform their own calculation to determine the amount of working capital the acquired business had at closing. The purchase price would be further adjusted if the buyer’s calculation differs from the amount of the seller’s estimate. This process is typically referred to as a “true-up.”

Negotiating the Working Capital

During the true-up process, there is sometimes a dispute between the buyer and seller regarding the working capital calculation. From the seller’s point of view, they will argue that working capital should be calculated consistently with the methodology that was used to calculate the working capital target amount. This means that the seller is arguing that the purpose of the working capital adjustment is to compensate for deviations from the target working capital amount. For such changes to be calculated fairly, the closing amount of working capital must be calculated using the same methodology that was used in calculating the working capital target amount.

On the other hand, the buyer will sometimes argue that the purpose of the adjustment is to ensure that the business is delivered at closing with adequate working capital and that it should be made by calculating working capital in accordance with generally accepted accounting principles (GAAP). Both the buyer and seller viewpoints sometimes make their way into the purchase agreement regarding how working capital is to be calculated.

There are various ways that companies can grow, such as through the institution of new services, the launch of new products, or the enlargement of their market. Yet, growth through acquisition can be a much quicker and easier way to create growth than via the expansion of sales efforts. If the acquisition is a growth option that you are interested in, there are various alternatives through which a deal can be financed, as acquisition financing is rarely secured through one source. Some of the more popular options are included here for your reference.

Cash Acquisition

Shares are usually exchanged for cash in an all-cash acquisition deal. Cash transactions usually happen in cases in which the company that is being acquired is smaller and has smaller cash reserves than the acquirer. In a cash transaction, the acquirer takes on the entire risk as to whether or not the expected value materializes.

Leveraged Buyout (LBO)

A leveraged buyout is the acquisition of a business using a significant amount of borrowed money to cover the cost of acquisition. The assets of the company being acquired as well as those of the acquiring company are frequently used as collateral for the loan. Under this option, there is a common ratio of 90% debt to 10% equity.

Mezzanine Debt

Mezzanine debt includes both equity and debt features. A mezzanine fund is a pool of capital that invests in mezzanine finance for acquisitions, growth, recapitalization or management/leveraged buyouts. Mezzanine financing is usually configured as preferred stock or subordinated and unsecured debt.

Seller Note

A seller note is when the seller agrees to accept a portion of the purchase price in a series of deferred payments. This is often used when the buyer does not have the entire purchase in cash and can only secure a commercial loan up to a percentage of the purchase price. Seller notes are generally unsecured and may be subordinated to other forms of debt. Because a seller note is riskier for the seller, it commands a higher interest rate. The use of a seller note can result in a higher purchase price for the seller but can speed up the closing process, as it is much simpler to negotiate these terms than with other forms of debt.

SBA 7(a) Loan

This Small Business Administration (SBA) loan is government-backed and offered by financial institutions such as banks and credit unions. While the SBA does not lend directly, it insures the loan in the event that a borrower defaults. The application process and paperwork can be quite drawn out because the lender is required to get approval from the SBA to back the loan. Typically, these loans will have better terms than traditional small business loans. The maximum amount allowed for a 7(a) loan is $5 million.

In all cases of sourcing capital for an acquisition, it is important how well the financing lines up with the goals of the deal, and what the plan is regarding the financing structure according to the circumstances of the deal.

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.

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.

The acquisition process can understandably be a very daunting task for sellers, let alone an uncomfortable experience that pulls back the curtains on their business and its most intimate information. Many sellers realize this is not their area of expertise, and will make the informed decision to contract with a sell-side M&A advisory firm prior to officially entering the marketplace. The M&A advisory represents the seller, but can function as your ally as a buyer if you let them because they have incentive to get a deal done. Although M&A advisors can guide a seller through the sales process and educate them on market norms, they’re not capable of self-fabricating the comfort level between buyer and seller. Over time, a seller’s relationship with a potential buyer will prove to be most advantageous in getting to the finish line of a transaction, as there will be numerous items both sides will have to work through together. Unfortunately, agreements can fall apart due to a lack of mutual comfort between the buyer and seller, and this is typically a result of a combination of multiple factors set in motion long before official due diligence even began. The following are steps you should consider when working side by side with a seller during the transaction life cycle.

Be transparent with your background information in the beginning.

This is a very important first step, and it sets the stage for how trustworthy the seller will perceive you to be going forward. Be prepared to sign an NDA before receiving any confidential information from a seller, as this is a customary measure taken to ensure you bear some level of legal responsibility around any and all sensitive information the seller turns over to you. Understand that the seller is handing over their most private information and they need assurances from you the information will not be used against them by a competitor. With your NDA, make sure to include background information on yourself, your company, your intentions, and your interest in the seller’s business. Take this as an opportunity to highlight your achievements and accomplishments, speak about your goals, and so on. Sell the seller on why they should view it as an honor that you have expressed an interest in their business. 

Take advantage of introduction calls.

Once you’ve gotten past the NDA stage, you will receive a small sample size of a seller’s confidential information. The next step should be an introduction call for both parties to get to know one another on a more personal level. These first calls are meant purely to be introductory in nature, and fairly high level, considering this will be your first chance to speak with the seller. Be willing to field a high number of questions from the seller as this presents another opportunity to highlight yourself, your company, your intentions, and your goals. On the contrary, sellers are proud of what they’ve built, and will be more than willing to discuss their company’s history, struggles, achievements, etc., so be sure to keep an open ear when they speak. Ask open-ended questions and build dialogue. One last but very important item to keep in mind is that every seller has a goal they’re looking to achieve by selling their business, and it’s typically more than a specific dollar figure. Some sellers are looking for a full sale to move into retirement, while others are looking for a partner to infuse capital and new growth ideas, among countless other scenarios. Listen closely to a seller’s intentions as they go beyond the monetary value of a transaction.

Make data requests with care.

As you delve deeper into a seller’s business, you will at times need to request additional information. Sometimes information you requested in the past leads you to new questions. Perhaps your review of the previous three years of financial records leads you to want to review the past five years. Or maybe you heard the seller discussing expected growth on your introduction call so you would like to see their proforma for the next year. Regardless, with each passing data request, more questions will arise from a seller as to why you are requesting this information. Make sure to always explain your reasoning behind each request you make for additional information, and always remain understanding of a seller’s sensitivity around releasing confidential information. Sometimes it’s best to facilitate data requests through a sell-side M&A advisory if the seller is using one. This advisor should be viewed as your ally and can assist in explaining market norms regarding data requests to the seller.

Remember the importance of site visits.

At some point, back and forth via email and phone calls will no longer suffice. Take the initiative with a seller to be the first to suggest an in-person meeting. Be prepared to travel to the seller and field your own travel expenses. If the seller suggests meeting halfway, or accommodating you on your visit, consider this an added bonus to you. A site visit presents the greatest opportunity to build further rapport with a seller, and put a name with a face. There will be conversations you can have in-person with a seller that can be more challenging when done virtually. This will also give you the opportunity to potentially see their operations, facility, location, etc., provided that you are meeting at their location. Remember, there could be possible limitations during your visit as the visit may need to be conducted after-hours and you probably will not be afforded the opportunity to meet the company’s employees. Though not necessary prior to a formal offer, a site visit is a very critical piece of the transaction lifecycle, and should never be discounted.

Submitting and negotiating a formal offer.

Once you are comfortable with your knowledge about a seller’s business, you will be in a position to submit a formal offer. Chances are, your first stab at a formal offer will fall short of a seller’s expectations, so don’t take offense, just remain flexible. Always remain willing to work with a seller towards an agreeable offer for both parties, while maintaining respect. Sometimes buyers and sellers can “outfox” themselves by overthinking the presentation and discussion of offers. Try to cut down on gamesmanship and be straightforward with your intentions. Oftentimes, sellers will have questions regarding topics such as your funding capabilities, and timing. Perhaps you might consider listing out deadlines for yourself in a formal offer that will give the seller assurances you will stay on target. These deadlines could involve a maximum number of days to produce a first draft of a purchase agreement, first draft of an employment/transition agreement, proof of funds, and so forth. Lastly, and this goes without saying, always operate in good faith with formal offers, and never enter the official due diligence phase with intentions not clearly defined in the offer you mutually execute with a seller.

Passing on the opportunity.

Unfortunately, not every transaction is meant to happen, and sometimes this cannot be determined until much later in the process. At some point, you as the buyer may decide an opportunity is not going to work for any number of reasons. The seller will want to be informed and understand why you no longer wish to move forward with them. In some scenarios, the seller may already understand, but giving them details as a courtesy is appreciated. Regardless of the reasons, always make an effort to communicate this in detail when walking away from a possible deal. It could prove to be worthwhile to maintain a relationship post discussions as well. Keep in mind, as you go further down the road with a seller, you will become privy to more confidential information, you will build a deeper relationship, and expectations naturally begin to take shape. The level of detail you provide on the reasoning for your pass should always line up with how much time you have spent on the opportunity and working with a seller.

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.

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.

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.
   
   
   
   
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.

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.

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.

An ESOP is an Employee Stock Ownership Plan under which staff members acquire interest in the company through a particular benefit plan. This type of plan is designed to incentivize employees to act in the best interest of business and stay focused on company performance since they themselves are shareholders and will want the stock to do well. A study by Rutgers found that companies grow 2.3% to 2.4% faster after setting up an ESOP. 

ESOPs are established as trust funds and can be funded when companies:

• Put newly issued shares into them
• Put in cash to purchase existing company shares
• Borrow money through the entity to buy shares

If the plan borrows money, the business contributes to the plan to facilitate repayment of the loan. Contributions are tax-deductible and employees pay no tax on them until they leave or retire. If an ESOP owns 30% or more of company stock and that company is a C corporation, owners of a private company selling to an ESOP can defer taxation on gains by reinvesting in securities of other businesses. S corporations can also have ESOPs and the earnings attributable to the ESOP's ownership are not taxable.

Companies of all sizes use ESOPs, from small family-owned businesses to large publicly traded corporations. Company leadership usually offers employees stock ownership with no upfront costs. It is common for distributions from the plan to be linked to vesting, which is the proportion of shares earned per each year of service. The shares may be held in a trust for safety and growth until the employee resigns or retires—they cannot take the shares with them. If an employee is fired, they usually only qualify for the amount they have vested in the plan. Once fully vested, the business buys back the vested shares from the departing employee and the money goes to that employee in the form of either one lump sum or periodic payments. After the business buys back the shares and pays the employee, the shares are either redistributed or voided.

ESOPs offer several benefits for the ownership, the company, and its employees. Owners gain liquidity and asset diversification, they can defer capital gains taxes on proceeds, and they maintain upside potential and leadership in the company. Companies get tax deductions on sale amounts, can become income tax-free entities, and have a tool to retain and attract talent. Employees secure retirement benefits and enjoy having a real stake in the company they work for.

It should be noted that employee ownership does not mean that employees are more involved in operations or running the business. They are not entitled to receive financial or strategic information. They are given a summary plan description and annual statements for their account. In some cases, employees may be granted certain voting rights.

ESOPs and Exit Planning

ESOPs are often used in succession planning as a strategy for liquidity and transition. Around two-thirds of ESOPs provide a market for the shares of a departing owner of a profitable business. Others are used as a supplemental employee benefit plan or as a way to borrow money in a tax-favored manner. Because ESOP transactions are flexible, they enable ownership to either withdraw slowly over time or all at once. Owners may sell anywhere from one to 100% of their stock to the ESOP, allowing them to stay active in the company even after selling all or most of it.

Additionally, ESOP transactions provide more confidentiality than third-party sales. Because confidential information does not need to be shared with prospective buyers, it eliminates risk of detriment to the business. An ESOP transaction is also known to offer a greater certainty of closing versus sale to a third party, and terms of the transaction are arranged to be fair to the ESOP and its members. It is also considered to be more conducive to maintaining healthy company culture because it aligns the interests of ownership, management, and employees.

Other Types of Employee Ownership

In addition to ESOPs, companies can offer employees the following options:

• Direct-purchase programs that allow employees to buy shares of the company with their personal after-tax money.
• Stock options that offer employees the chance to purchase shares at a fixed price for a set period of time.
• Restricted stock, which gives employees the rights to acquire shares as a gift or purchase after reaching certain benchmarks.
• Phantom stock, which provides employees with cash bonuses equal to the value of certain shares based on performance.  
• Stock appreciation rights that allow employees to raise the value of an assigned number of shares, which are usually paid in cash.

Let’s Talk About Your Future

If you’re ready to make a move with your company, we’re ready to make the most of the process for you. Contact one of our esteemed M&A advisors at Benchmark International and we can begin writing the next chapter of your success story.

Selling your company might be the farthest thing from your mind right now. But there are several reasons that thinking about selling now can make all the difference later, especially for lower and middle-market business owners. Proper exit planning can take years, so getting started increases your chances of selling for maximum value. It also puts you on the right track to fulfilling your aspirations and realizing your vision for the future.

1. Start Making Your Business More Valuable

Whether you want to sell this year or five years from now, you will need to take every step necessary to drive up your company valuation prior to a sale. An endeavor this important is not going to be accomplished overnight. Consider what you can do to improve the business and make it more attractive to buyers. Implement a well-defined strategy to create growth and improve profitability. Hone your marketing plan. Think about how you can make the company more efficient. An experienced M&A advisor can help you craft the right tactics to accomplish all of these goals and get your exit plan moving in the right direction.     

2. Know Your Number

Part of a smart exit plan includes knowing what your business is actually worth and at what price you will be comfortable selling it. This means you will need to know how your company stacks up in the current market in your industry and what the market conditions are expected to be in the next several years based on expert M&A knowledge and analysis.

3. Know Your Buyer

Not all buyers are the same. They can be financial, strategic, or even internal. If you take the time to figure out the right kind of investor for your company, you can spend your time and energy taking the steps to maximize the business’s value based on that type of buyer. For a financial buyer, you will need to focus on cash flow, revenues, and management. For a strategic buyer, you will want to concentrate on profits, innovation, market share, and brand strength. Finally, an internal buyer will look for things such as strong financials and balance sheets, a positive culture, and product diversity. An experienced M&A advisory firm can help you identify the right buyer for you, and give you exclusive access to prospective buyers that you will not find on your own.

4. Get Your Records in Order

When the time comes to put your company on the market, you are going to need to have all of the proper documentation organized and accounted for. This includes all of the financial documentation, tax records, profit and loss statements, legal contracts and client records from the past few years. Buyers tend to place more value on businesses that can provide comprehensive records that paint the most accurate picture of the company’s health and future potential. You will want to be honest in this process. Do not try to fudge the numbers or hide issues. The buyer’s due diligence team is going to uncover anything that you attempt to cover up, which can lower the purchase price. Disclose the truth from the beginning and you’ll be in a better position to overcome any challenges, plus, the buyer will be more confident in acquiring your business.  

5. Keep Your Eye on the Business

Running a company is already a massive responsibility, and the process of selling a company is a significant undertaking all of its own. You need to remain focused on your daily operations without being so distracted by a sale that it has a negative impact on the business. Enlisting the help of M&A deal professionals to handle the sale can take the pressure off of you and keep your business on course. Remember, the process can take several years, and that is quite a bit of time for you to be unnecessarily preoccupied, putting the health of your company at stake. 

6. Have a Plan

You have worked so hard to build your business and you have earned the right to dream about your future. To get there, you have to ask yourself the right questions. Are you ready to retire? What is your target retirement age? Do you want to purchase or get involved with another business? What level of lifestyle will you need to maintain? Will someone in your family be taking the reins? Do you want to retain a small level of involvement? If you know what you expect from your future, you will be less likely to get cold feet at selling time. It’s also important that you appear confident about a sale so that buyers do not feel that you cannot be taken seriously. Knowing your vision for the future is a critical step in making your dreams a reality. As Warren Buffet once said, “Someone is sitting in the shade today because someone planted a tree a long time ago.”

Let’s Discuss Your Options

If you are thinking about selling your company, now is the time to start considering your options regarding timing, exit planning, and market value. Contact our M&A geniuses and let Benchmark International help you map out a future that is in the best interest of you, your family, and your company.

The global energy mix is comprised of the oil, liquefied natural gas (LNG), coal, renewable energy, and electricity sectors. The landscape of this industry has seen a great deal of change over the years, and is primed for even more change in the future. Five years ago, fossil fuels accounted for 82 percent of global primary energy. This number is targeted to decline, with large growth in the natural gas and renewable energy sectors, especially wind and solar. However, a rising global population and economic growth make it challenging for renewables to keep up with demand, meaning that fossil fuels will remain a primary source as energy demand will rise one percent each year over the next 20 years.

Oil & Gas

Oil output is projected to remain on the rise in the next 10 years, with 85 percent of the production increase coming from the United States. At the same time, oil demand is expected to slow after 2025 due to better fuel efficiency and more electric vehicles, according to a report by the International Energy Agency (IEA).

In 2020, shale production in the U.S. is expected to continue to grow even as growth is slowing due to reduced capital expenditures from drillers. Additionally, exports of U.S oil and LNG are forecasted to grow as infrastructure capacity increases.

As the number of U.S. oil and gas companies in distress grows amid limited funding options, there is an opportunity for smaller firms to be acquired by bigger firms, or for them to merge in order to scale operations and reduce costs. M&A strategies may be more appealing to these companies than the option of restructuring through bankruptcy.

Oil and gas prices should remain range-bound this year as production increases from non-OPEC nations such as the U.S., Brazil, and Norway.

Internationally, oil markets will be affected by the ongoing trade negotiations between the U.S. and China, as well as the result of the March expiration of the OPEC+ pledge between OPEC and non-OPEC partners for deeper production cuts.

Coal

The coal industry continues to experience challenges, including declining demand, bankruptcies, climate concerns, ownership changes, and mine closures. Coal production in the U.S. is expected to decline, along with the amount of energy production that relies on coal, which is at its lowest level in more than 40 years. In contrast to the struggling coal industry, increased growth is forecasted in the renewable energy sector. According to the IEA, market share for coal will fall from 38 percent today to 25 percent in 2040, largely due to a surge in more affordable solar power.

Renewable Energy

The outlook for the renewable energy industry in 2020 is quite favorable. The sector has already seen unprecedented growth propelled by increased demand, competitive costs, innovation, and the uniting of industry forces. Renewables are likely to become a preferred provider in electricity markets this year, as customers are more concerned with saving money and addressing climate change issues. Last year, renewable energy eclipsed coal for the first time ever in the United States, with wind and solar energy accounting for about half of renewable power generation. Companies that are poised to innovate and jump on new opportunities will be in a position to thrive in this new growth phase.

Some key points regarding this sector include the following:

• China has been the largest investor in renewable energy capacity, committing $758 billion over the past decade. The U.S. follows at $356 billion, with Japan third at $202 billion.
• Lower prices for renewable sources and battery storage have helped to drive growth in this industry, making wind and solar more competitive with traditional energy sources.
• Several utility companies have already outlined goals for de-carbonization and more are expected to follow suit.
• Renewable energy will need to be scaled up significantly in order to meet the goals outlined in the Paris Agreement.
• In 2019, 11 of the 28 countries in the European Union already met their 2020 renewable energy targets, but there has been a gradual slowing of the rate of renewable use because costs have fallen and less investment is needed to install the same level of power capacity.
• Grid modernization projects will also contribute to growth, as renewable microgrids are becoming more popular solutions for increased efficiency.
• In the U.S., the Production Tax Credit has been extended for 2020. However, the amount of the Solar Investment Tax Credit will be reduced from 30 percent to 26 percent. Both of these credits have been important drivers of growth in this market.

 Electricity

Power and utility companies will face several priorities and challenges in 2020, but with a balance of careful strategic planning, digital innovation, and risk management, the industry can sustain growth throughout the year.

• Clean energy remains a major priority, as many power and utility companies are setting their own clean energy goals to help customers make the transition.
• Cyber security is an increasing concern, with vulnerabilities being a clear and present danger.
• Preparation and response for natural disasters will be more significant as major storms have become more common around the world.
• Providers will continue to be more focused on improving the customer experience.

Let’s Discuss Your Options

Please contact us at Benchmark International to talk about how we can help you grow your business or formulate a solid exit plan for the future, no matter what industry in which your company operates. We look forward to hearing from you.

The New Media World

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

Streaming Wars

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

Podcast Popularity

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

For the Love of Data

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

User-Generated Content

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

M&A Opportunity

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

Contact Us

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

When determining the best time to sell or exit a company, unfortunately nobody has a crystal ball. However, there are several circumstances that should be considered, from fundamental business positions to external influential factors.

The state of the M&A market is among the most significant factors in a decision to sell a business. The market held steady from 2015 to 2017, and optimism skyrocketed in 2018. In 2019, the market dipped slightly but remained strong in deal volume and value, with a wave of multi-billion-dollar megadeals being completed.

While some expect a modest drop in global M&A value in 2020 due to what is perceived as inevitable economic correction after a lengthy, seemingly unstoppable up-cycle, many experts predict that little change is expected due to sustained economic growth, low unemployment, low inflation, high consumer confidence, and strong corporate earnings. Companies still have a need to diversify their portfolios, acquire talent, and innovate technologies in order to stay competitive—all needs that are best addressed through M&A. Also, plenty of capital is available and private equity has amassed the dry powder that can drive larger deals, even in the event of an economic downturn.

Additionally, there is potential for more aggressive M&A strategies earlier in the year to get ahead of a potential downturn and downgrade in valuations. Companies that have proven to perform well during times of recession may be especially appealing targets.

The 2020 U.S. Election

Regarding a potential downturn, one of the major factors that play into the state of this year’s M&A market is the upcoming November 2020 presidential election in the United States and the issue of impeachment of the current president. History indicates that economies typically perform well in election years. However, as uncertainty looms contingent upon the results of the election when it comes to topics such as trade and regulation, acquirers may become hesitant and the M&A market could lose momentum leading up to November, with the market remaining slow in the months following, depending on the election results.

Another matter affected by the election results is capital gains taxes, which is a matter of concern if you are selling a company because how much profit you yield from the sale will be taxable. Some presidential candidates are proposing higher taxation of the highest-income taxpayers’ accrued wealth and income, and this includes capital gains. Most candidates’ plans would tax capital gains at ordinary income rates, with just the very top marginal tax rates varying at incomes of more than $488,850.

The closer the election nears, the more every single day counts. If you hope to sell, the sooner you initiate the process, the better, as most M&A deals take several months.

Brexit

As of January 31, 2020, the United Kingdom is officially no longer part of the European Union, but a second round of negotiations will continue with the goal of reaching a deal by the end of 2020. With lessened political uncertainty now that an initial Brexit deal has been made, there is heightened confidence in deal-making activity. The inability to make a second deal by the end of the year will mean higher costs and barriers to trade.

The Brexit situation is affecting changes to M&A strategies. M&A could be used to secure an operational presence in the EU to maintain access to European markets. M&A could also facilitate access to markets outside the EU. Additionally, some companies could be facing new pressures that can directly impact share prices.  

The Boomer Retirement Wave

While it seems as though we have been talking about it for years, the Baby Boomer generation remains a factor in 2020.

According To Pew Research Center population data, 10,000 Baby Boomers will turn 65 on each day of this year.

In the U.S. alone, Baby Boomers own 2.34 million small businesses, and employ more than 25 million people. This aging ownership pool points to a flood of M&A activity in the lower and middle markets this year, especially in certain sectors such as those that offer professional services.

As this population retires, there will be an increased need for consolidation, succession planning, and exit planning. If Boomers do not properly plan for these scenarios, it could result in an economic crisis that in turn affects millions of jobs. Also, most of these business owners have the majority of their net worth tied up in their company. This means that if the company should lose value, so does the owner’s ability to retire.

The unfortunate reality is that the majority (75%) of owners of small to mid-sized businesses choose to procrastinate and do not have a plan in place. If you are a part of this generation, you should most certainly already have your plans for the future underway. Even if you are not a Boomer and are considering selling, this is the time to get ahead of the massive wave of businesses that are expected to hit the market this year.    

Are You Ready to Sell?

If you are considering selling your business, we encourage you to enlist the expert M&A guidance of Benchmark International’s team to create your growth strategy, exit strategy, or company sale for maximum value. The time to start planning is now.

The global Information Technology industry encompasses the sectors of hardware, software and services, telecom, and emerging tech including ‘as-a-service’ solutions under the umbrella of the Internet of Things (IoT) and automating technologies.

 The global IT industry is projected to reach $5.2 trillion in 2020, with global spending growing 3.7%

As the world continues to be more digitally connected and industries become more automated, technology will remain a massively growing market in the beginning of the new decade, especially as companies focus less on cost reduction and more on innovation.

The United States is the world’s largest tech market, accounting for one-third of the total market, and exceeding the gross domestic product of most other industries. Although the US market is so large, the lion’s share of tech spending actually happens outside of the US (68%) and is made by enterprise or government entities. Western Europe is a major contributor in the global tech market, and China is also a significant player with focuses in robotics, infrastructure, software, and services.

Forecasted IT Spending

In 2020, IT spending budgets will be largely driven by the needs to upgrade outdated infrastructure, address security issues, and accommodate growth. The amount of spending and the mix of services will vary by company size.

• Smaller businesses are expected to spend more on hardware such as servers and laptops.
• Mid-size companies will be spending more on mobile devices.
• Larger corporations will spend more on managed infrastructure IT services such as power and climate solutions.

For software spending specifically, small businesses will focus their spending on operating systems. Mid-size companies will have a larger budget for productivity software and business support applications. Large enterprises will be spending more of their money on virtualization, database management, and communications software. Cloud services and recovery software will represent major budget allocations in the coming year and cloud spend will vary by company size.

Cloud Security

With the increasing popularity of cloud-based software and services and hybrid cloud solutions comes the increasing concern regarding cloud security. This is further reinforced by an ongoing rise in cyber attacks and data breaches. Cloud-based security solutions will remain a growing need across several sectors, especially in highly regulated ones such as finance and government. The global cloud security market was anticipated to garner $8.9 billion by the start of 2020. This need will create more opportunities for companies, entrepreneurs and investors.

The Year of 5G

The highly anticipated 5G technology will see a much more momentous rollout in 2020, in contrast to the lackluster emergence in 2019. Hundreds of millions of 5G-enabled smartphones are expected to ship in 2020. 5G will deliver significantly high speeds and remarkable data capacity to expand the financial possibilities for businesses. It is able to support billions of connected devices across sectors, allow new innovation for the IoT, Artificial Intelligence, and Virtual Reality. It will also enable a new world of autonomous vehicles and smart cities through a fully connected society, shattering boundaries to create a scalable global marketplace through unified technologies. Businesses will need to be prepared with how this new technology is going to dramatically alter the possibilities of the cloud and the need for virtualization-based networks as opposed to fixed-function equipment. While it is not going to happen overnight, 5G technology will grow increasingly more available throughout 2020, changing the availability of certain devices and transforming industrial possibilities.

Edge Computing

Edge computing is not a new concept, as it has existed for years. However, the value opportunity that it represents across industries is enormous. 2020 is anticipated to be a highly emergent year for edge computing due to the availability of faster networking technologies such as 5G and analytic capabilities in smaller devices.

Edge computing allows data processing to be done physically closer to where the data is generated (the edge of the network) rather than at a massive data processing center, which in turn reduces latency and processes the data much faster. This opens up countless new opportunities. Additionally, this technology offers several benefits for businesses, such as reduced costs, improved energy efficiencies, predictive maintenance, increased reliability, smart manufacturing, and security enhancements.

Let’s Talk Soon

At Benchmark International, our team of M&A advisors is ready to help you plan the next steps for you and your company. Whether it is selling your business, creating an exit strategy, seeking investor assistance, or finding ways to create growth, we are here to work on your terms to help you make your future as bright as possible.

Once you have decided it is the right time to sell your company, it’s time to find the right buyer. You are going to want to sell to someone that shares your vision for the business that you worked so hard to build. At the same time, you do not want to waste your time on prospects that are not serious or financially fit. An important step in the vetting process is knowing what information you should request from potential buyers. Start by reviewing this list of questions to generate additional ideas and help you manage expectations. 

“Do you have prior experience with acquiring a business?”

A buyer’s track record is paramount when considering whether or not they have the necessary resources and competencies to handle an acquisition. What is their experience? Do they have any success stories? What about failures? Nobody wants to sell to someone who has acquired businesses only to see them fail.  

“Why are you interested in buying my business?”

Understanding a buyer’s motives is crucial when seeking someone who is going to operate in the best interests of your company. If they share a passion for what you created and have a solid plan to build upon that success, they are far more likely to take your business in the right direction. Asking this question can also help you ascertain how serious they are about working towards a deal.

“How do you plan to finance the sale?”

Securing capital is often complicated and you can learn a great deal about a buyer from their answer to this question. It will demonstrate how experienced and how serious they truly are, helping you to weed out the dreamers. How do they plan to structure the deal? Can they prove that they have the funds available? How much cash is on the table? A serious buyer is going to be adequately prepared to answer this question and may even provide documentation.  

“How long have you been looking to acquire a business?”

This is a serious question when it comes to avoiding giant wastes of your time. There are people who will claim to be eager and ready to invest in a business, but they really are more interested in talking about the idea of it, as opposed to actually sealing any deal. How many deals have they passed on, and why? Ask for explanations. Sometimes deals simply do not work out. But if someone has a routine of waiting around for the perfect deal for years, you probably want to move on.

“How do you plan to carry on the legacy of my family business?”

If you have a family-owned business, it is likely that it matters to you that the company’s legacy remains in tact. This means you need to find a buyer that cares about maintaining its heritage and has a plan to do so. If you have family that will continue to be employed with the company, you will want assurance that the new owner is including them in their plans.

Don’t go it alone.

There are many considerations when seeking the right buyer for your business. To help you navigate the entire process, it is vastly beneficial to partner with a mergers and acquisitions firm that has the connections and resources to match you with the right investor. A firm that cares about the future of your business. The experts at Benchmark International will do all the homework for you and protect your interests to ensure that you get the very best deal possible.