Dr John Binkley

How to Prevent Critical M&A Deal Breakers

August 15, 2018 By Dr John Binkley - Generational Equity

When Dr. John Binkley and his associates at Generational Equity read PitchBook’s latest quarterly report on global M&A activity, there was plenty of good news.

The M&A market worldwide continues to be highly active – in 2Q, 4,735 transactions were completed in North America and Europe, totaling around $988 billion. While the number of deals fell slightly from 1Q’s number (2 percent), the overall value increased a remarkable 24%, bolstered by several mega deals and continued economic optimism in most industries.

“The M&A market is inexorably linked with business sentiment, corporate fundamentals and macroeconomic forces that can impact factors like access to financing. With all these indicators continuing to trend positively, the global M&A boom shows no signs of stopping.

“Altogether, 2018 is unlikely to eclipse the record-setting numbers achieved in 2015, but it is on pace for another $3 trillion+ year.” – PitchBook 2Q 2018 M&A Report

M&A Activity at Record Highs… But Broken Deals Also Rising

This reinforces what Dr. Binkley and Generational Equity have been saying for quite a while, that this is the strongest seller’s market in M&A for decades. The favorable economic conditions and vast amount of capital in the market right now have driven valuations up significantly. It’s unquestionably one of the most exciting markets in recent memory.

The M&A Seller’s Market is Heating Up

However, alongside this engaging report by PitchBook was another stat that Dr. Binkley felt warranted further discussion. By analysts’ estimates, a total of $541 billion in global M&A transactions has been withdrawn in 2018 so far, representing a 23% increase YOY. A number of high-profile deals driven by this excellent M&A activity have broken down, while several others are in a precarious situation.

Of course, breakdowns in negotiations in the M&A industry are hardly new. With the sale and acquisition of businesses at any level tied to so much capital, it is inevitable that the pressure and importance of securing a good return on investment for buyers leads to deals going no further than the negotiating table.

Many factors can make or break a deal, both on the buying and selling side. Everyone is after the most value possible, and some are more unwilling to make the necessary concessions. If you aren’t prepared for the emotional rollercoaster that the exit process and negotiations present, you leave yourself open to issues arising at the 11th hour that cause deals to break down.

As PitchBook’s report suggests, this is happening all too frequently in recent years. This could simply be an expected result of the accelerated activity in this thriving seller’s market – more deals in total means that more deals are left incomplete. However, it is very likely that many of these non-completed deals were completely avoidable, and could have been salvaged.

There’s an old saying in deal making – a deal is not a deal until it dies twice. As Dr. John Binkley has experienced numerous times since founding Generational Equity, factors that cause M&A activity to break down can often be overcome with the right knowledge and professional support.

Here, Dr. Binkley outlines what he considers four key M&A deal breakers, and what you and other business owners can do to help prevent them when you choose to exit your company.

4 M&A Deal Breakers… And How to Overcome Them

1) Accurate, Honest Documentation

First and foremost, it is essential to get your numbers in order. The level of documentation buyers expect when they acquire a company is unfathomable to anyone who hasn’t been through the process before, and it needs to be accurate and honest.

Inaccuracy can be one of the biggest roadblocks to completing a deal. This plays a big role in the trust between buyers and sellers – if buyers notice any mistaken figures in either your historical or projected financials during due diligence (and they almost certainly will), then this can stop negotiations in their tracks and leave you scrambling for answers.

Innocent mistakes can be forgiven – deliberately misrepresenting your figures is more likely to cause an irredeemable breakdown in trust. While the temptation to alter or overstate numbers to hide any flaws and push up your company’s value can be strong, in Dr. Binkley’s experience honesty is the best policy. With the thoroughness most professional buyers apply to due diligence, your odds of sneaking in erroneous information are slim.

Presenting your company as it is to buyers, with explanations prepared for areas that could be considered concerning, is far more likely to build trust and keep negotiations going. The need to have accurate documentation is also a very good reason to hire an M&A firm to represent you. The first step in the proven Generational Equity process is a complete and thorough evaluation of the client’s business, including the recasting of the historical financials, a critical step in the evaluation process.

2) Seller’s Remorse

Selling a business can be an emotional experience, as it represents the end of a chapter in an owner’s life. Not handling that emotion has been is the cause of many deals not closing, as sellers realize that they aren’t quite as ready to make the next step as they first thought.

While everybody has a right to change their mind, this could cost you substantial time and money in negotiations, and give you a bad reputation when you are ready to sell (and open your business up to breaches of confidentiality).

So, long before you enter negotiations with your preferred buyer, make sure you’ve asked yourself these questions to test your readiness:

Why do you want to sell?
Have you discussed the reasons with your family?
Do you have plans for life after business?
Are you ready to see your company in the hands of someone else?

3) Poor Deal Structure

Often, the deal structure and schedule for acquiring a company isn’t as straightforward as a one-off cash payment. With M&A deal structures like earn-out agreements and others now commonplace, there is potential for negotiations to fail if one side wants an immediate cash payment while the other supports a more gradual, contingent payment structure.

Overall, Dr. John Binkley and Generational Equity’s dealmakers advocate for as simple a deal structure as possible. Cash is king in the M&A industry, and this helps to ensure that both sides of the agreement understand its terms and can move onto their respective next steps.

However, with so many approaches to structuring mergers and acquisitions today, it is unwise to be completely rigid in your approach to negotiations. If you can keep it simple, that’s greatly preferred, but both buyers and sellers in this age need to stay flexible in options, while strong enough to push the approach they prefer.

There’s no hard-and-fast answer to avoiding this potential deal breaker, but it’s recommended to have an experienced advisor at the negotiation table that is familiar with balancing this sticking point. This is a key service that Generational Equity deal makers bring to every client engagement. They have the experience to negotiate deals that meet the financial needs of the client, even if it means withdrawing a deal where the buyer is not willing to negotiate the terms.

4) No Professional Advice

Finally, a major reason why M&A negotiations break down is a lack of professional advice. Most business owners will only exit a company once in their life, and therefore will be unfamiliar with how the M&A journey works. While they may be shrewd negotiators in their own industry, this often represents a very different environment.

Research by Intralinks into abandoned acquisitions has demonstrated that the number of legal and financial advisors retained by both sellers and buyers were the fourth and fifth biggest influencers of whether a deal would fail or succeed.

Professional M&A advisors, like the team at Generational Equity, have been through these negotiations many times over; they understand the obstacles in completing deals and how to best overcome them. Their experience in successfully closing transactions can prove priceless in keeping negotiations flowing and towards an ideal conclusion for both parties.

Avoid M&A Deal Breakers to Make the Most of Your Exit Plans

PitchBook’s insight into the value of M&A activity that have failed to be completed in 2018 should be a wake-up call to business owners considering their exit strategy. With such significant value in the balance, it can be all too easy for negotiations to fail from completely preventable situations.

Dr. John Binkley hopes that this insight into four M&A deal breakers and how business owners can avoid them will be beneficial when you decide to exit your company. Most of these circumstances can be avoided with the right team and expertise surrounding you, so make sure you contact a professional M&A advisory firm like Generational Equity to help you navigate the most challenging aspects of negotiations and the overall exit process.

If you’d like to learn more about potential deal breakers, negotiations for selling a company or other important aspects of exiting a business, visit Generational Equity’s insights page for regular, up-to-date guidance.

A Record-Breaking Seller’s Market? Reviewing 2018 M&A Activity So Far

July 19, 2018 By Dr John Binkley - Generational Equity

As Dr. John Binkley and many other prominent voices in mergers and acquisitions have identified in depth, we are currently in one of the strongest seller’s markets in decades.

This is something Dr. Binkley and everyone at Generational Equity is keen to ensure that clients are aware of, as these are the phases when buyers are most active and more willing to spend a premium on companies. Being able to time your exit during a seller’s market gives business owners a great opportunity to achieve maximum value.

But, just how exciting is global M&A activity right now? Well, according to the latest numbers from Bloomberg, it’s reaching unprecedented levels.

Already in the first half of 2018, $2.5 trillion worth of transactions have been announced worldwide, which is a 61% increase compared to the first half of 2017 and the highest on record for this time of year.

To put this in context, the current value of activity has already exceeded the entirety of 2009’s annual deal values. In addition, this is the sixth quarter to surpass $1 trillion in announced deals since the start of 2015.

This astonishing number is well on course to exceed 2007’s record of $4.1 trillion by the end of the year. And, while 50 percent of M&A transactions were accounted for by “mega deals” (deals greater than $5 billion), there have been notably valuable transactions being completed at every level, including Generational Equity’s focus: the middle market.

In fact, Dr. John Binkley is very pleased that Generational Equity is also on course to achieve a record-breaking year for deals completed and the value of wealth transferred to clients.

So, we know that global M&A activity is reaching record highs in 2018, and those with a professionally prepared exit strategy are finding great opportunities to pursue the maximum value for their business. But what is driving this landscape?

Here, Dr. Binkley focuses on a few notable industries that are enjoying record levels of transactions, factors that are making this an incredible seller’s market, and a few notes of caution on why business owners contemplating exit shouldn’t expect this market to last forever.

Industries Thriving from Record-Breaking M&A Activity

One of the great benefits of the current seller’s market in M&A is that it’s positively impacting virtually all industries right now.

For Dr. John Binkley, the growing familiarity of cross-industry acquisitions plays a big role in this. Buyers are looking beyond their industry to find companies that will open access to new markets, bring improved technology, and enhance their workforce.

However, some industries have experienced exceptionally high levels of deal making in 2018 thus far, and Dr. Binkley wanted to look at these in greater depth. Not only will this encourage business owners in these sectors on the opportunities open to them, but it will also outline factors that are impacting M&A activity across all industries.

Media

The media industry has seen $140 billion across 950 transactions so far in 2018, a 43 percent increase in deal volume compared to this time last year. And, before you ask, this number excludes the Time Warner and Twenty-First Century Fox mega deals.

According to Media Post, many of these deals have typified two key trends in M&A that Dr. John Binkley has noted in the past – mature companies driving for future growth and the capacity of private equity firms to enable large-scale acquisitions.

Consumer Goods

M&A activity in the consumer goods industry reached a 15-year high last year, which has continued into 2018. 2017 represented a 45 percent rise against the number of transactions completed in 2016, but even more notably, a 190 percent increase in deal value.

These transactions are presenting a wide variety of M&A strategies, but a prominent driving force is the technological sophistication of smaller and middle market businesses compared to established yet traditional brands. This digital edge gives sellers who have focused on technology and innovation a definitive advantage in achieving maximum value on exit.

Healthcare

Deal making in healthcare, particularly among pharmaceutical companies, has boomed in the first half of 2018, resulting in $100 billion spent in mergers and acquisitions, according to BioSpace. And, with notable names like Johnson & Johnson and Allergan expected to make further moves, this could be an emphatic year for the healthcare industry.

BioSpace points to changes in the U.S. tax code as the impetus for this M&A activity, another factor that Dr. John Binkley and Generational Equity have highlighted as a driving force in the current seller’s market. With the corporate tax rate around 20 percent, it is easier for Big Pharma companies to repatriate overseas holdings to finance transactions.

Reasons Why Now is the Strongest M&A Seller’s Markets in Years

Generational Equity has regularly identified key dynamics that make this one of the strongest seller’s markets in decades, and deeper investigation into several industries’ approaches to M&A this year only proves to confirm the influence of these factors.

As previously mentioned, the growth in both the number of private equity firms and the funding available to them has been pivotal to deal making, particularly in the middle market. Dr. Binkley noted in a recent blog that $1.7 trillion worth of “dry powder” was available at the end of 2017, according to the Global Private Equity Report 2018.

Tax law changes have also had a definitive influence – the fall of the corporate tax rate and greater opportunity to repatriate funds has really set the stage for M&A activity. Not only are more funds available for buyers to invest in acquisitions, but lower tax rates also make companies considerably more attractive to buyers. Plus, the positive economic climate has continued to make debt financing for M&A activity readily available.

If you’d like to learn more on why the current seller’s market in M&A is reaching record levels, Dr. John Binkley’s previous blog post identifies seven signs of a strong M&A market. With the incredible level of deal value already achieved in 2018, this information could help you define when the market is primed for selling a business.

Capitalize on M&A Activity While It Lasts…

However, while it’s right to celebrate the undoubted strength of the current seller’s market, Dr. Binkley notes that you shouldn’t expect this to last forever.

Indeed, the article by Bloomberg includes several notes of caution for those contemplating their exit plans. Because, in truth, nobody knows exactly when this seller’s market will end, but unfortunately it will one day.

These warning signs include:

A flattening yield curve that could invert, causing long-term interest rates to fall below short-term interest rates and indicates a recession
The number of announced deals has dropped 10% compared to 2017, indicating that while deals are more valuable, they could be reducing by quantity overall
Antitrust laws
Unpredictability in the stock market, especially as a result of trade war with China and other geopolitical tensions between the U.S. and other nations

So, a final word of warning from Dr. John Binkley – seller’s markets are great times for the M&A industry and they’re when business owners that are looking to sell are most likely to achieve maximum value – but this current climate will not continue indefinitely.

If you’re ready to take this step, now is the time to get prepared. While 2018 could go down in history as the strongest year for M&A since records began, that won’t mean much to you if you miss this window of opportunity.

If you’d like to learn more, Generational Equity’s M&A insights are regularly updated and filled with information that could help to secure your business legacy.

M&A Seller’s Market – 7 Reasons It’s The Strongest in Decades

June 29, 2018 By Dr John Binkley - Generational Equity

One of the abilities Dr. John Binkley considers essential for business owners looking to sell their company is determining when the M&A industry is in a seller’s market.

Why is this? A seller’s market in M&A is when conditions give more pricing power to sellers as opposed to buyers. These cycles are when the values of businesses are at their highest, with buyers willing to pay significant premiums for attractive targets.

Being able to distinguish the features of a seller’s market is a vital technique for business owners who want to maximize the offer they receive from buyers. While it is possible to achieve a great deal if you follow a proven exit planning process, the process is likely to bear more fruit during active seller’s markets.

Fortunately, now is a great time to educate yourself on the components of an M&A seller’s market – we are currently in the midst of one of the strongest seller’s market in decades. Owners preparing to exit have picked an ideal time to achieve the optimal value.

Dr. John Binkley has identified below the 7 key reasons why the current seller’s market is so powerful right now, which will hopefully result in two things:

Business owners sitting on the fence about selling will now understand why the present represents their best opportunity to maximize their return on investment.
If you’re not ready to exit yet, you’ll be aware of the factors that could add value to your business in the eyes of buyers, so you can begin to put these processes in place now.

Why 7 reasons? Well, not only is it many people’s lucky number, but it has special significance for Dr. Binkley at this moment. Generational Equity recently closed their 700^th transaction, a number unrivaled by any other M&A firm working exclusively in the middle market.

So, if you’re interested in discovering the reasons for the incredible strength of the current M&A seller’s market, whether to reinforce your decision to sell your business or help you recognize how to add value to your business, follow on below.

1) The Laws of Supply & Demand in M&A

This first one is fairly self-explanatory, but it is undoubtedly one of the most important – there are a lot of buyers out there looking for exceptional businesses to acquire. The laws of supply and demand command whether we’re in an M&A seller’s market or not, and being able to recognize when numerous transactions are going on is key to knowing it’s an ideal time to exit.

Of course, it’s not just that simple – just because professional buyers are actively looking right now doesn’t mean they will invest their money haphazardly. You should get guidance from a trusted M&A advisory firm to make sure you’re fully prepared and will catch the eyes of buyers, and right now buyers are searching for well-prepared companies with a lot of potential.

2) Growth in the Number of Private Equity firms

One of the more marked changes that Dr. John Binkley has observed in the 21^st century has been the emergence of a greater number of incredibly active Private Equity firms.

In the US alone, the number of active Private Equity firms has quadrupled from fewer than 2000 firms at the turn of the century to around 8000 last year, according to the Global Private Equity Report 2018 compiled by Bain and Company.

What does this have to do with lower middle market business sellers in the US? Well, these firms generally have an appetite to enjoy economies of scale through growth, and their preferred means of growth, certainly in recent times, has been through “add-on” business acquisitions – bolting a smaller company on in order to grow a larger holding.

In fact, Bain also revealed in their aforementioned report that add-ons as a proportion of all Private Equity transactions reached an all-time high of 50% globally in 2017. The competition to buy businesses pushes up their valuations – great news for entrepreneurs ready to sell.

3) Record Levels of Dry Powder in M&A

The amount of capital made available to Private Equity firms by their limited partners, or “dry powder” as it’s known, has reached record levels – an estimated $1.7 trillion at the end of 2017 according to Bain. This is because the limited partners (LPs) are so keen to invest that they have committed vast sums to PE firms, who then need to deploy that capital right away in order to start reaping returns.

With this capital burning holes in their pockets, PE firms are highly active in M&A markets right now. While this is fantastic news for business sellers, it also presents a challenge for individual business owners, who need their particular offering to stand out amid the maelstrom of activity.

An M&A firm like Generational Equity can help business sellers to pinpoint the areas of their business to emphasize, to ensure that they can capitalize on this rise in “dry powder.”

4) Confidence of Middle Market Business Owners

For middle market companies trading in the US right now, business is good – and they know it. Over $10 trillion is being generated annually by nearly 200,000 companies in this bracket.

Unsurprisingly, this boom has caught the attention of both private investors and growth-minded businesses seeking consolidation, leading to a middle market M&A transaction rate of around 2000 deals per quarter, according to Thomson Reuters.

Positivity among middle market business owners is lifted by the knowledge that they can grow through M&A activity, that the value of their company is likely to be very healthy compared to a few years ago, and that they can sell for a good price when they need to.

5) U.S. Tax Reform’s Impact on M&A

2017 saw tax reform legislation passed that cut the corporate tax rate down from 35% to 21% and repealed the corporate alternative minimum tax altogether, vastly reducing the amount of tax payable by U.S. businesses to the federal government.

This reform has been a double-positive for the M&A market.

On the seller’s side, a reduced tax burden has boosted profitability for their businesses, and a more profitable company is a more valuable company, contributing to this strong seller’s market.

On the buyer’s side, from conversations with corporate buyers, Dr. John Binkley has learned that much of the dividend resulting from lower tax bills is being spent on business acquisition – even more than is being spent on R&D and employee incentives.

6) Increase in Cross-Industry Transactions due to Greater Digitization

The emergence of new technologies is affecting established companies, forging new ones and forcing together previously separate arenas of industry.

In his decades spent analyzing the composition of the business landscape, Dr. John Binkley has seen the way digital technology has gone from a niche industry, to an auxiliary part of every industry, to now a driving force of many industries – and the way this movement has impacted M&A markets.

We have seen merger activity where previously disparate industries have converged thanks to new technologies. We have seen established businesses source technological capabilities through the acquisition of smaller companies. We have also seen those businesses acquire budding companies harboring technological innovations that could disrupt and threaten their interests.

This cross-industry M&A activity makes Generational Equity’s expertise across all industries a valuable tool for its clients.

7) Strategic M&A is the Fastest way to Grow a Company

Finally, while we have heard above about the economies of scale sought by Private Equity firms when bolting smaller acquisitions onto larger existing concerns, it has become increasingly evident that firms are seeing acquisition as the way to grow.

In fact, there are many benefits in growth through acquisition:

Your new business arm has a tried and tested track record, which removes the element of speculation from expansion.
You hire a skilled and cohesive workforce in one hit, removing troublesome recruitment issues.
In acquiring a rival, you may expand your operations further.
In acquiring a supplier or a customer you may benefit from supply chain efficiencies.

These benefits have not gone unnoticed by businesses who have seized upon M&A activity as a tool for growth, especially where their industry allows little scope for organic growth.

So Sell Now – But Sell How?

Hopefully these 7 tips have helped you become aware of why now is one of the strongest seller’s market in history, and which elements to look out for to spot one in the future. But knowing when to exit a business is just half the battle – you also need to know how.

Dr. John Binkley, through his leadership of Generational Equity, has worked hard to extend this knowledge to thousands of business owners each year. You can discover more about the process of exiting a company through Generational Equity’s in-depth M&A insights.