InSight

Exit and Growth Strategies for Middle Market Businesses

Archive for the ‘Acquisitions’ Category

Management Led Buyout

By George Walden | Oct 23, 2017

Today we will continue our discussion on the different types of buyers for your business. If you have a management team capable of making business decisions and running your company, you might want to consider some form of management buyout. This was first popularized in the 1980’s. Since the existing managers are buying the company, they know the corporate culture and processes. They have the inside scoop on the business and in a transaction there should be, in theory, no learning curve.

Management teams rarely have the ability to fund the buyout through traditional bank financing alone without some outside capital infusion or owner financing. Said another way, the company can only support a fixed amount of debt. That difference between the debt limits of the company and the valuation of the company must be made up with an equity capital infusion. Enter the financial buyer, such as private equity groups and hedge funds. The MBO, like was done in the 1980’s, with a management team receiving a controlling interest in the company, has transitioned.

Today’s most common structures, more of a hybrid, with minority equity interests going to the management team in exchange for continuing to run the company or a buy in at a percentage of the capital structure. Private equity groups and hedge funds often support this type of structure in exchange for the financing and capital needed to underwrite the transaction. The financial group gets a strong operational management team with solid industry knowledge. The management team gets ownership, committed capital and usually, thoughtful oversight with a strategy for future growth.

There can be drawbacks to management led buyout. Not every executive can make the transition from employee to owner, from the managerial mindset to the entrepreneurial. Not every team can handle the risk profile. It is one thing to receive a salary. It is another to take on the debt responsibilities and obligations of ownership. Another conceivable problem is the management team could become a competitor in the deal. This potential conflict of interest could work against the seller and lower the value of the company, even sabotage the deal.

There should always be an M&A adviser investment banker in this type of transaction to litigate the pitfalls. As a rule, having a management team capable of running a company makes a business more valuable to most prospective buyers. This best business practice is a goal owners should strive for.


Generational Family Succession – Mergers & Acquisitions Minute

By George Walden | Oct 17, 2017

Today we’re going to talk about generational family succession. Companies are sometimes passed on to the next generation. They can be the perfect vehicle for continued legacy transition. I grew up in a family business in the plastic extrusion and machining industry. I started working in the business when I was 14 I ran my own shift by the time I was 17. It was how I put myself through college, working four to midnight, and going to school during the day.
I love the business and grow up thinking I would be the owner one day. I went off to finish my master’s degree and when I came back, I found the company had been sold. Not the transition I expected nor wanted. Part of it was because it hadn’t really been discussed, but most of it was because, like most business owners, there was no thought or plan for a transition in place that addressed succession.

According to Forbes only about a third of family business survive the transition to a second generation. Fewer still make it to the third generation. Family business failures can essentially be traced to one factor. According to The Family Business Institute, that is a lack of succession planning.

Here are a couple of points I believe should be considered in evaluating family succession planning. Number one, the transition should be structured in advance and be thought of as a long term process. Just because you were born into a business does not make you the best qualified to run it. Family members should be honestly evaluated just like you would any other employee. Before being considered the recipient of the company, the family members must show a competence worthy of taking over the reins. That not only requires a succession plan but it requires a way to measure family member development and educational needs. This requires time, thoughtful milestones, and key performance indicators.

While it is important to be technically and tactically proficient on how the company operates. Family members also need to demonstrate leadership and managerial skills. If family members aren’t ready to take on all the roles necessary for success, consider outsourcing the gaps and work towards filling the voids through further training, education, or hiring practices.
Number two the company should be purchased by the next generation. The most common mistake I see in this form of transition is not treating the next generation as a true buyer for the company. If you were to ask most next generation family members that question they would unanimously agree the company should be gifted to them. That however does not create wealth for the parents. Family members should be required to buy into the company. They should have skin in the game. There is a place for gifting and the best structure actually has a component of both capital requirements and gifting.

Number three, have a system in place to handle conflicts and additional capital needs. Address in the beginning with a unilateral agreement or pact, how family members are to be treated. Establish for all members the terms and restrictions for a family member to be able to buy in, leverage, or transfer their shares of stock. Rules should be established in the beginning on how conflicts will be resolved.

Finally, establish the compensation and promotion policies of the company for all family members and how distributions will be handled in advance. In closing, transitioning your company to the next generation should be a thoughtful process designed to remove as many risks up front to avoid family conflict. There is nothing wrong with wanting to pass on your legacy to your descendants.


Why do potential acquisitions fail to close?

By David Sinyard | Aug 14, 2017

The termination of a purchase agreement entails significant costs for both the buyer and the seller. Research suggests that relational aspects are as vital as financial considerations.  The role of personal rapport between executives, as well as the importance of the bidder’s reputation, have major impact. First, private equity groups appear to consider the relational aspects of buying entrepreneurial and/or private businesses.  The importance of their reputation and of building rapport illustrate that non-financial aspects are important. Second, sellers should.. Read more »


What is a financial buyer?

By George Walden | Aug 11, 2017

Financial buyers include Private Equity Firms (PEGS), Venture Capital Firms, Family Investment Funds and Hedge Funds. These financials buyers are typically looking for a return on investment. They are not necessarily industry oriented. In fact, they are often industry agnostic.

They are usually looking for a stand-alone entity that they can add systems and build on. These financial engineers often use leverage to structure their transactions and place an emphasis on the company’s cash generating capabilities to service debt. This process is called a “Recapitalization”.
In a recapitalization the owner exchanges cash for equity conveyed based on a current market value of the company. The average hold is between 3 and 7 years and in a second offering the “second bite of the apple occurs”. It is not uncommon for the second bite to be as large as the first, but certainly this is not guaranteed.

Using a typical 80%/20% split let’s value the company at a 100 million dollars. A common Recapitalization structure would look something like this. The owner and buying group agree that the company could carry 50% of the structure as debt. This means capital in the transaction is 50M. The owner is asked to put in 10M to get 20% of the company. The financial buyer puts in 40M. The owner receives 90M for the market value of the company and retains 20% percent of the equity in the go forward of the company.

Transactions with financial buyers are more of a partnership rather than an 100% purchase. They often will buy a controlling interest in a company but minority acquisitions are not uncommon. Especially for high performing companies. Why would the owner of a performing company want a financial buyer? To remove risk, gain liquidity, receive financial underwriting and an advisory team.
Financial buyers can be very flexible in their acquisition strategy and structure.

Financial Buyers are not necessarily operators and often want to get behind a management team or the current owner to protect the operational viability of the company. Financial buyers provide more than money. There is usually an advisory role such as you would see with a board helping you to direct and build a vision for corporate growth. Financial buyers usually have a system in place to facilitate add-on acquisitions. After a platform acquisition they often buy additional companies to gain market share, mimicking a strategic buyer, with the goal of maximizing their return when they exit the investment.

I have heard many times over the year’s financial buyers ruin good operational companies. The evidence just doesn’t support this, in fact financial buyers often build phenomenal companies with their thoughtful approach to the numbers and systems. Most sellers should look harder at this type of buyer to understand how to raise the value of their company and implement what is important to attract the Financial buyer’s attention.


What is a Strategic Buyer?

By George Walden | Jul 05, 2017

A strategic buyer is typically an operating company that usually has some relationship in the product line or service sector you are in. You would often consider them a competitor, supplier and perhaps even a customer of your company. Bottom line is they usually have strong industry knowledge.

Strategic buyers are looking for synergies or additions. These synergistic benefits are often the motivation behind the acquisition. As a result, valuations can be higher for a strategic buyer, because the synergies created can bring greater returns. There is an expression in my industry, solve a problem for a strategic buyer and the solution can create very different valuation math.

    • 1. Expansion can be vertical, such as acquiring a supplier or customer or
    • 2. Horizontal, expanding in news markets or products.

Strategic acquisitions tend to be accretive. Economies of scale and scope usually come into play in strategic acquisitions.

As I implied during the last M&A minute. The Strategic buyer doesn’t always need your management team, personnel, facilities, or back room services. They often bring their own capabilities to the table. Where there is duplication, those positions, services and processes are often consolidated or eliminated. Their goal is usually one of integration to their existing systems. As a general rule, they tend to be all or nothing in the acquisition meaning they will typically buy only a 100% of the company.

Strategic acquirers are just one of the two primary types of buyers. Next month we will dig deeper into the other primary group and that is Financial buyers.


4 Reasons the Timing is Right to Sell Your Business Now

By Brian Ballo | Jun 30, 2017

Time to sell your businessBusiness owners inquiring whether the timing is right to sell their business, often start by asking: “What are business valuations in the market today?” EBITDA multiples can provide a quick thumbnail answer to this question. However, just focusing on today’s industry numbers, does not wisely evaluate the risk of whether the business will be worth more or less in the future, as compared to selling the business now.

 

Savvy business owners, who are attuned to macro factors impacting business valuations, such as the aging population, financing terms and tax reasons, understand that several conditions exist today, that point to selling your business in 2017. In addition to these macro factors, the question of when to sell your business also depends on the life-stage of the company, as well as compelling personal reasons and family situations.

1. Due to Aging Boomers, the Supply of Businesses for Sale will be Increasing

In 2017, the massive generational shift in wealth is underway, as hordes of boomer business owners are motivated to retire. In the next 5 years, 40% of family-owned businesses in the United States will be sold, due to baby boomer retirements. By 2019, the boomer’s sale of their closely held businesses will create nearly $6 trillion in liquidity.
Most M&A professions view the tidal wave of baby boomer retirements as resulting in a potential glut of businesses coming on the market. This mounting supply of businesses for sale, means downward pressure on valuations for years to come. When that tipping point may occur is not known. What is known, is that every day for the next 12 years, another 10,000 baby boomers will turn 65.

2. Slowly Rising Debt Costs Would Decrease Purchase Prices

How fast interest rates rise will affect the M&A sector. Typically, the London Interbank Offered Rate (LIBOR), which is connected to the Federal Reserve’s short-term rate, determines the debt financing rate. Although the Federal Reserve did not raise rates recently, the consensus is that the Federal Reserve will increase rates sometime in 2017.

A rise in LIBOR would make using debt more expensive when funding an acquisition, resulting in buyers offering to paying less for companies. If rates rise too quickly, business owners may have trouble getting the prices they want.

3. Your Company’s Life-Cycle Timing indicates a Strategic Reason to Sell

Each company has life-cycles, and the challenges of passing to the next developmental stage, can often be strategically improved through a sale or merger. Companies in the initial development and emerging growth stages, require debt and minority equity capital, but, generally, are not good acquisition candidates. On the other hand, companies in later stage growth, that have reach a stable, mature level, or that are declining, are attractive to both strategic corporate acquirers and Private Equity Groups (PEG).

Companies that are earning profits, and that have promising projections for increasing revenues, need financial resources to sustain growth. The right Buyer can provide needed working capital, management expertise, competitive strength, and expansion into new markets. For mature companies, the right Buyer can provide more effective distribution channels, improved operating margins, as well as fresh management, to return the company to growth.

Companies in the declining stage of their life-cycle, typically resulting from owner burn-out, can also be attractive acquisition targets. Corporate and PEG Buyers have the money and other resources needed in order to achieve a turnaround. In addition, the right Buyer provides a renewed sense of direction, while working to solve the reasons for decline, defend the company’s market share, and improve competitive performance.

Unlike the macro factors discussed above, where your company is in its’ life-cycle is specific to your company. Usually the best time to obtain the highest price occurs when sales and earnings are good and trending upward, with a history of good performance. This gives buyer’s confidence in projected future earnings.

4. As an Owner, You have Compelling Personal Reasons to Sell

The emotional bonds of an owner to his business can be strong. In American culture, being an owner is an important part of how we define ourselves, part of our self-image. Ownership provides a general sense of self-esteem, pride, and a feeling of control. As result, for many owners, their business and social lives are interwoven, making letting go of the business, all the more difficult.

However, smart business owners appreciate that businesses are in business to make money, and they view at their companies primarily as assets. With the right investment and tax planning, the proceeds from the sale of the business, can be utilized to achieve retirement goals, and be distributed to heirs pursuant to properly structured trusts. Talk about these issues with your investment banker, wealth manager, attorney, and accountant.

Yet, selling impacts the owner’s lifestyle, as well as the lifestyles of other family members. With work-outs common, the owner will often have to adjust to the more restrictive responsibilities of being an employee of the new owner.
With certain macro conditions pointing towards selling now, do compelling personal reasons also exist for a transition to “life after sale”? Talk about these issues with your spouse, and your family, and then you will be better prepared to decide if the timing is now right to sell your business.


“Who Will Buy My Business?”

By George Walden | Jun 22, 2017

Who Will Buy My Business?

As a Merger and Acquisition advisor I am often asked, “Who will buy my business?” As a rule, they fall into two primary generic categories and then several additional categories.

Mergers & Acquisitions Minute #12

A strategic buyer is typically an operating company that usually is competing in the product line or service sector you are in. You would often consider them a competitor, supplier and perhaps even a customer of your company. Bottom line is they usually have strong knowledge of your industry. They are usually looking for synergies or additions.
Strategic buyers don’t always need your management team, facilities, or back room services. They often bring their own capabilities to the table. Their goal is usually one of integration to their existing systems. They tend to be all or nothing in the acquisition meaning they will typically buy only a 100% of the company.

Financials buyers are typically looking for a return on investment. They are not necessarily industry oriented. In fact, they are often industry agnostic. They are usually looking for a stand-alone entity that they can add systems and build on. These financial engineers often use leverage to structure their transactions and place an emphasis on the company’s cash generating capabilities to service debt.
Often they buy additional companies to gain market share, mimicking a strategic buyer, and increase their return when they exist the investment. They are not operators and often want to get behind a management team to protect the operational viability of their investment.

An ESOP (Employee Stock Ownership Plan) is used to provide a market for the shares of a departing owner of a profitable, closely held company. The Company sets up a trust fund for their employees and contributes either cash to buy company stock, contributes shares directly to the plan, or have the plan borrow money to buy shares. There are usually favorable tax consequences to an ESOP benefitting both the owner exiting and for the company continuing forward.
Interestingly, there is a lot of anecdotal evidence that empowering your people often causes better performance of the company accelerating growth and earnings. You should consider an ESOP, when you want your company to continue through your people. When you want your employees to have a long term stake in the company. With an ESOP you can sell any portion of the company you want and even in certain instances retain control.

Sponsor your management team. Consider an MBO, a management lead buyout. If your team is capable and has the in house expertise to run your company, they are a terrific option for selling some or all of your company. The financial community likes nothing better than getting behind a team with a plan.
While traditional bank financing or debt can occasionally be difficult to obtain, private equity groups and seller financing can often bridge the gap and facilitate this form of transition.

Generational transition- I have had the privilege to represent company’s transitioning, by passing the company on to the next generation. They can be the perfect vehicle for continued legacy transition.
However, just because you were born into a business does not make you the best qualified to run it. The most common mistake I see in this form of transition is not treating the next generation as a true buyer for the company. In my opinion there should be an investment into company with the next generation buying their way into the family business.

There are many ways to transition your company when the time to sell occurs. The next few episodes we will dig deeper into what these types of transitions look like and at their individual characteristics.


Avoid the Hazards of Single Suitor Negotiation

By Jeff Wright | Jun 20, 2017

Here is an issue we see all the time. A company owner gets an attractive “offer” lobbed over the transom. He’s flattered, intrigued. He’s been thinking of scaling back, maybe even selling the business and this top dollar overture has his attention. He starts to invest in the possibility and decides there is no harm in taking a meeting. This sounds like a path to a big payday and happy outcome. Right? Well, probably not.

There is a saying in our business that “one buyer is no buyer.” And while that’s a bit black and white, it does reflect the importance that we as M&A Advisors place on having multiple buyers and competition.

Back to our company owner. He meets with this suitor. He shares financials and other information. He’s getting hooked into a process and invested in an outcome. The potential buyer asks for an exclusivity period. They ask for more and more information. Our seller has now invested significant time and psychic energy in this process. The buyer finds some dings in the business and begins to adjust the price (really, downward is the only direction the price goes in situations like this). Even after many months of this cycle of information requests and price reduction, our owner is reluctant to give up, given all work and hope he has into this. Most of the leverage is with the buyer, little with the seller.

Oh, the owner has also taken his eye off the business and performance is slipping.

In our experience, most situations like this never close, waste a lot of time and may even taint the company for future sale opportunities. We believe that receiving an attractive “offer” is the perfect time for an owner to take a step back and get some professional help. Strategic and financial buyers know how to buy companies. They have teams of experts. They love the opportunity to scoop up acquisitions without competition. The playing field is lopsided in their favor as most company owners have never sold a business and when they do, it will be a “first time/last time transaction involving their biggest asset.

At CFA, our mission is to work with company owners to see that they are fairly paid for their lifetime of work, the value they have created and the risks they have taken. Hiring CFA does several things to advance this cause.

  • We bring competition to the table. With our contacts and research, we can invariably find multiple qualified buyers that will be competitive on price and terms, and do so confidentially.
  • We create a sense of urgency, keeping all buyers on a tight timeline simultaneously throughout the process.
  • The owner can focus on the company’s performance as we manage the process and interactions with buyers.
  • Valuation can be driven UP, because we don’t put a price on the company. We let the buyers do that, and drive up valuation in an auction with each other.
  • Owners have an M&A expert on their side to help structure an advantageous transaction and navigate the numerous deal traps in the definitive agreements (escrows, indemnities, working capital adjustments, consulting agreements, earn-outs, etc.)

Buyers are particularly aggressive right now, with trillions of dollars to deploy and a limited supply of sellers in the market. Buyers are contacting owners directly more than ever with enticing “offers.” We advise owners to use this sellers’ market to their advantage and hire an M&A expert to help them achieve a high value and expeditious transaction.


Consider A Family Office as a Potential Buyer or Partner for Privately Held Businesses

By Joe Sands | May 18, 2017

Selling My BusinessAn Emerging Trend: Family Offices Seeking Private Company Investment Opportunities

There is a growing trend of family offices acquiring or investing in private businesses and the trend is picking up steam for good reasons including but not limited to:

• Direct investing provides Family Offices with the potential for superior returns, transparency and control of their investments in private companies

• In some cases, private companies’ interests can be better aligned with a Family Office as an investor or owner than with a traditional funding source

What is a Family Office?

A Family Office is an entity that provides services to either a single wealthy family or multiple wealthy families. The Family Office (FO) is generally set up by the wealthy family (a family with assets typically in excess of $100 million and often in the billions) and ranges in the number of professionals employed and services covered. The services provided by a family office are tailored to the family’s needs, and can cover: (i) wealth management, (ii) investment management, (iii) private banking, (iv) accounting and tax management and (v) other services such as travel, legal, bill paying and security. The rationale for setting up a family office is centered around privacy, confidentiality, control, transparency and a consolidated team working together without any bias or conflicts of interest. FOs invest across a wide array of domestic and international public and private securities as well as real estate. Collectively, family offices are estimated to hold assets in excess of $2 trillion.

Advantages for the Private Company:

• A FO’s primary objective is to preserve and grow wealth over the long term rather than selling their best investments quickly or using high amounts of debt in order to generate a high IRR of new investment funds.

• FOs are more likely to hold a good investment for many years or even potentially in perpetuity and to be an ongoing source of growth capital for the company.

• FOs are already running businesses and are sensitive to the softer issues such as company culture, succession issues, impact on the local community as well as maximizing business strategies. Most have been through up and down economic cycles and won’t take short-cuts to preserve their jobs.

• The different investment objective of a FO can also manifest itself in less balance sheet leverage being employed which may be attractive to business owners who want to be sure of the future stability of the company. Many institutional investors focus on maximizing IRRs which can bring with it an interest in maximizing debt levels since the higher the leverage, the higher the return on the equity, everything else being equal. Most FOs, on the other hand, are more conservative on the use of debt in their acquisition financing.

• Finally, FOs are using their own capital and can therefore close on investments quickly without relying on bank or investment committee approvals.

Conclusion:

When considering a sale or capital raise for a privately owned business, there are many types of traditional and non-traditional capital providers and acquirers. A well thought-out strategy for each situation must be developed to engender a successful outcome. Doing so requires evaluating which types of investors to reach out to and including multiple types of investors. This will no doubt maximize business value as well as the ongoing operating relationship. Family Offices are a good complement to a robust investment banking process.


A Recent Example of the Strategic Benefits of Merging with a Competitor

By David Sinyard | May 03, 2017

Recently RLJ Lodging Trust (“RLJ”) (NYSE: RLJ) and FelCor Lodging Trust Incorporated (“FelCor”) (NYSE: FCH) announced that they have entered into a definitive merger agreement under which FelCor will merge with and into a wholly-owned subsidiary of RLJ in an all-stock transaction. According to the press release the merger will establish the third biggest pure-play lodging REIT by enterprise value, creating meaningful scale to capitalize on cost efficiencies, negotiate leverage and access to capital, and the opportunity to strategically recycle assets and optimize the portfolio. The combined company will have ownership interests in 160 hotels, including premium branded hotels located primarily in urban and coastal markets with multiple demand generators. The combination also provides significant penetration within key high-growth markets and broad geographic and brand diversity.

Summary of Strategic Benefits (per management):

  • Combination creates the third largest pure-play lodging REIT with a combined enterprise value of $7 billion

    – Increased shareholder liquidity and cost of capital efficiencies
    – Stock transaction allows both sets of shareholders to participate in the upside
    – Enhanced positioning with brands and operators

  • Leading upscale portfolio of compact full-service and premium focused-service hotels generating strong operating margins

    – Combined portfolio will include 160 hotels in 26 states and the District of Columbia, diversified across Marriott, Hilton, Hyatt and Wyndham flags
    – Broad geographic diversity and strengthened presence in key markets such as California, Florida and Boston

  •  Positive financial impact and positioning for future value creation

    – Accretive in first full year
    – Expected cash G&A expense savings of approximately $12 million and approximately $10 million of potential savings from stock-based compensation expense and capitalized cash G&A
    – Opportunity for additional ongoing operating and cash flow improvements through greater purchasing power, market leverage and capital expenditure efficiencies

• Future opportunities to unlock value from portfolio repositioning
• Potential conversion and redevelopment opportunities
• Opportunity to actively refine portfolio
• Strong and flexible balance sheet
• Significant liquidity, minimal near-term maturities and opportunity to lower cost of capital

Mergers such as these are predicated on these Strategic Benefits. The market will measure the success of this transaction in light of whether management ultimately realizes on these listed opportunities.