InSight

Exit and Growth Strategies for Middle Market Businesses

M&A Trends in 2018

By Terry Fick | Jul 12, 2018

I was recently interviewed by Andy Jones of Private Equity Info about recent trends in mergers and acquisitions. Below are the highlights of our conversation.

Valuation Trends
The most prominent trend is in valuations over the past 3 years. We always see cycles, but this cycle has pushed company valuations higher than they have been in the 30+ years I have been in the industry. From businesses generating $2-3 million in EBITDA all the way up to $50 million in EBITDA, every company’s valuation is higher than in the past.

Baby Boomer Bulge in the M&A Pipeline
Being a baby boomer myself, I expected the past several years to have been almost a glut of sell-side opportunities. But it hasn’t happened. I think we all thought it would come to pass. The baby boomers are aging better than their parents did. Many are still having fun working 50-60 hours per week.
This is a friendly industry. We frequently talk to our competitors and we generally get the same feedback that we see ourselves. That is, when it was about time for the baby boomers to exit, the economy started doing well. So, these baby boomers’ businesses are making good money. Right or wrong, (mostly wrong), they tend to say, “If things are going great right now, why would I sell?”.
Sooner or later they are going to transfer their businesses. At some point, not only will their age start to make it more imperative, but the economy may start to turn down as well. If we are right, and it happens when the economy isn’t great, their valuations are going to plunge. If the seller-to-buyer ratio starts to shift (in favor of the buyer), that will drive valuations down further. For those that hang on until the last minute, all I can say is “looking back won’t be fun”.

I tell people, if I had a brother or sister or child with a business that was doing well right now and it wasn’t for sale, I would hit them with a two-by-four… unless they want to keep it for another 10 or 20 years.

Increased Valuations Impact on Deal Structure
I don’t think higher valuations are impacting deal structure. We don’t see any more or less earn-outs or notes than we used to as a percentage of transactions. But increased valuations have impacted two things:

One, due diligence is much tougher than before. With buyers paying high multiples, they are making sure to look under every rock, that it’s a squeaky-clean deal.

And two, there is more renegotiation of price than there used to be during the due diligence phase. The rubber band is so tight, the deal has no flexibility. If one little thing is out of place, the buyer wants to re-trade. We see this from both corporate buyers and private equity firms.

Main Challenges in Closing Deals
Most deal challenges now are related to due diligence. It’s almost to the point of being silly. There are a lot of questions being asked and analyses being done that really aren’t relevant.

Quality of Earnings (QE) is the driver of due diligence… and it has become onerous. It can be a difficult process because so much of it is a matter of opinion, not fact. That is the biggest challenge of any deal, the buyer’s QE.

We encourage our clients to do their own due diligence prior to entering the sale process, to have more robust data rooms and to hire someone to do a Quality of Earnings analysis. The buyers are still going to do their own due diligence work. But if the seller has a reputable firm do QE in advance, then the seller has some ammunition to fight gray-area claims that come from the buyer’s QE later. Furthermore, if there’s a real issue, like a revenue recognition issue that needs to be addressed, the seller can address it early in the process rather than having a surprise in the third month of due diligence.

Difference in Contract Terms
The biggest difference in contract terms now is the use of rep & warrants insurance. This insurance is becoming a significant piece of offers and is now used on a larger percentage of deals (including smaller deals). We are seeing a lot of contracts include reps & warrants insurance to give both sides a better feeling about who is going to pay for any future problems with the deal.

Reps & warrants insurance takes the risk off the seller for future discoveries where a rep & warrant is breached. With this insurance in place, instead of having a $5 million cap on reps & warrants going forward, the seller might only have a $500,000 cap. Anything above this is taken care of by the insurance company.

The buy-side usually purchases this insurance because it is easier to collect from an insurance company if a claim is valid than from someone who may now be your partner. So, there’s also a social reason for it. You hate to sue your partner. Buyers now use this as an extra bit of ammunition when they are bidding on a deal.

There are probably a dozen companies aggressively offering reps & warrants insurance for M&A transactions. There were perhaps as many as 3,000 policies written last year (2017). Now, with sufficient history with these policies, the underwriters are realizing there are very few claims.

We are also seeing heftier letters of intent (LOI), meaning that more of the detail that used to be reserved for the final purchase documents is at least addressed in the LOI due to sellers’ concerns about re-trading.


M&A Quarterly News | Engineering and Construction Industry Sector

By Peter Heydenrych | Jun 28, 2018

The report below gives a good overview of the second quarter M&A activity in the Engineering and Construction Industry Sector. M&A activity for North American based target companies in the Engineering and Construction sector for Q1 2018 included 81 closed deals, according to data published by industry data tracker FactSet.

One of the notable middle market transactions was announced in March when TopBuild Corp acquired USI, Inc., formerly known as United Subcontractors, Inc., a portfolio company of Reinet Investments Manager SA and Trilantic Capital Management LP, for US$475 million in cash. Founded in 1998, USI is located in St. Paul, Minnesota and engages in the installation of residential and commercial products. It generated revenues of approximately US$375 million for the year ended 2017.TopBuild Corp. is an installer and distributor of insulation products.

Housing starts continued on an upward curve in the first quarter as the economy remains strong.
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M&A Quarterly News In The Food and Beverage Industry Sector

By Terry Fick | Jun 15, 2018

The second quarter M&A below provides you a good overview on activities in the Food and Beverage Industry Sector. M&A activity for North American based target companies in the Food and Beverage sector for Q1 2018 included 38 closed deals, according to data published by industry data tracker FactSet.

One of the notable middle market transactions was announced in January when Highlander Partners LP acquired Chicago Custom Foods LLC, trading as Kernel Season’s from VMG Equity Partners LLC for an undisclosed amount in cash. The transaction was funded by Regions Bank and Norwest Mezzanine Partners. The acquisition allows Highlander Partners to expand its investment portfolio and enables it to focus on food companies and the CPG sector in general. Founded in 2000, Chicago Custom Foods LLC is located in Elk Grove Village, Illinois and provides popcorn seasonings and other snack products.

The cost of food in the United States increased 1.40 percent in April of 2018 over the same month in 2017.

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M&A News In The Transport, Logistics and Supply Chain Industry

By Peter Heydenrych | Jun 11, 2018

The report below provides a good overview of the second quarter M&A activity in the Transport, Logistics and Supply Chain Industry Sector.  M&A activity for North American based target companies in the Transportation and Logistics sector for Q1 2018 included 44 closed deals, according to data published by industry data tracker FactSet.

One of the notable middle market transactions closed in March when Greenbriar Equity Group LLC acquired LaserShip Inc, a portfolio company of Monitor Clipper Partners LLC, for an undisclosed amount. The acquisition supports Greenbriar Equity Group LLC’s expansion strategy. LaserShip is located in Vienna, Virginia and provides custom delivery and distribution solutions.

The warehousing and logistics industries are trending toward automation and robotics to remain competitive. Tractica, a global research organization, forecasts that worldwide warehousing and logistics robot unit shipments will increase from 40,000 units in 2016 to 620,000 units annually by 2021.
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M&A News In The Aviation, Aerospace and Defense Industry Sector

By Daniel Sirvent | Jun 11, 2018

The report below gives a good overview of the second quarter M&A activity in the Aviation, Aerospace and Defense Industry Sector.  M&A activity for North American based target companies in the Aerospace and Defense sector for Q1 2018 included 17 closed deals, according to data published by industry data tracker FactSet.

One of the notable middle market transactions was announced in March when a private group led by Hanover Partners, Inc., Greyrock Capital Group LLC, Northstar Capital LLC, and the management of Blast Deflectors, Inc. acquired Blast Deflectors, Inc for. an undisclosed amount. Founded in 1957, Blast Deflectors is located and Reno, Nevada, and manufactures jet blast deflectors, ground run-up enclosures, and end-around taxiway screens. Following the transaction, Christopher Lynn, retiring CEO and Blast Deflectors Inc’s prior owner, will remain a board member.

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M&A News In The Wholesale Distribution Industry Sector

By Jeremiah Hughes | Jun 06, 2018

The report below gives a good overview of the second Quarter M&A activity in the Wholesale Distribution Industry Sector. M&A activity for North American based target companies in the Wholesale and Distribution sector for Q1 2018 included 94 closed deals, according to data published by industry data tracker FactSet. One of the notable transactions of the quarter was announced in March when Patricia Industries AB, a subsidiary of Investor AB, acquired Sarnova, Inc., a portfolio company of Water Street Healthcare Partners LLC and Talisman Capital Management Inc, for US$903 million in cash. The transaction enhances Patricia Industries AB’s investment portfolio in medical services sector. Sarnova, distributes healthcare products to emergency care providers, hospitals, schools and universities, businesses and government sectors.

The B2B distribution of products has continually increased its online presence over the last few years.

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M&A News In The Consumer Retail Industry Sector

By Joe Sands | Jun 01, 2018

The report below gives a good overview of the second quarter M&A activity in the Consumer Retail Industry Sector. M&A activity for North American based target companies in the Consumer and Retail sector for Q1 2018 included 149 closed deals, according to data published by industry data tracker FactSet.

One of the notable middle market transactions was announced in March when Bodega Latina Corp, majority owned by Grupo Comercial Chedraui SAB de CV, acquired Fiesta Mart LLC, a portfolio company of ACON Investments LLC, for a reported US$300 million. The transaction would expand the company’s operations in Texas and its market position in the US Hispanic population. Fiesta Mart is located in Houston, Texas and operates grocery stores.

As e-commerce sales continue to take market share from traditional brick-and-mortar retailers, the percentage of consumers buying products directly from their mobile devices continues to expand.
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Tax Changes for M&A

By George Walden | May 30, 2018

It is that time of year, tax season is upon us and certainly on our minds. So how will the new 2017 Tax Reform Act affect M and A transactions?

I realize that taxes are not a subject that stimulates most people, but I’m certainly excited about what these changes mean for mergers and acquisitions. As you might guess, the most important change was the permanent reduction of the corporate tax rate from a graduated top rate of 35% to a flat, fixed rate of 21%. Additionally, the Alternative Minimum Tax was repealed.

These changes let companies control more of their earnings allowing them to potentially provide higher dividends to their shareholders, reinvest in capital assets and, of course, have available more money to purchase other companies.

Another important feature of the 27 Tax Reform Act is in many instances it diminishes the impact of double taxation on earnings and gains to shareholders. The act also extends the bonus depreciation rule to allow tax payers to deduct as much as 100% of the cost of most tangible assets such as machinery and equipment. This would allow the company to purchase new or used assets and fast track the write off. This does not apply to real estate and a couple of other asset categories.

For purchasers of companies, this means increased accelerated deductions. For sellers, exposure to increased depreciation recapture. The thought process is this type of deduction should cause an increase of asset transactions versus stock transaction for the buying market.


M&A News in the Metal Fabrication Industry Sector

By Jim Zipursky | May 30, 2018

The report below provides a good overview of the second Quarter M&A activity in the Metal Fabrication Industry Sector. M&A activity for North American based target companies in the Metal Fabrication sector for Q1 2018 included 31 closed deals, according to data published by industry data tracker FactSet.

One of the notable middle market transactions announced in the quarter was in January when Wynnchurch Capital, LLC announced that it had completed an investment in Anderson Metals Corporation, Inc. Terms of the deal were not disclosed. Anderson is a manufacturer of brass fittings, valves, pipe nipples and related products to the plumbing, hardware and general industrial end-markets. The Company is headquartered in Kansas City, Missouri and was founded in 1947.

The demand for fabricated steel products rose sharply in Q1 2018 partly driven by the potential for tariffs implemented by the current administration.

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M&A News In The Print and Packaging Industry Sector

By Jeff Wright | May 24, 2018

The report below gives a good overview of the second Quarter M&A activity in the Print and Packaging Industry Sector. M&A activity for North American based target companies in the Packaging and Printing sector for Q1 2018 included 15 closed deals, according to data published by industry data tracker FactSet.

One of the notable transactions announced in the quarter was ProAmpac, one of the nation’s largest and fastest-growing flexible packaging manufacturers, acquiring Pactech Packaging (Pactech), a Rochester, New York-based manufacturer specializing in pouch converting. Pactech’s products complement ProAmpac’s existing flexible packaging offerings, which primarily serve the medical, industrial and consumer packaged goods markets. Financial terms of the deal were not disclosed.

According to data from industry group Smithers Pira, the global flexible packaging market is growing 3.5% annually and generates more than $230 billion annually.

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