Exit Strategy

Increase in PE-Backed Companies Seeking Add-ons Could Maximize Your Exit

September 20, 2018 By John Binkley

With his extensive experience in the industry, Dr. John Binkley has seen trends and movements come and go within the U.S. financial landscape. One current phenomenon that he has observed with interest is the popularity of additive deal making, or “add-on” acquisitions, among middle market businesses by private equity firms.

While Dr. John Binkley and other professionals at Generational Equity have observed and commented upon the increase of add-on acquisitions in recent articles on the subject, the latest evidence shows that this trend has escalated significantly.

Add-ons Becoming Another Norm

Newly emerging figures are suggesting that additive deal making on behalf of private equity funds is no longer simply a significant contributor to the volume of U.S. middle market M&A activity, but that add-ons have become the primary means by which mid-size American businesses are now acquired.

According to PitchBook, compared to 15 years ago when less than 20% of buyouts globally were add-ons, so far this year they account for more than half, with this figure breaching two-thirds in the U.S. So, for a U.S. middle market business owner exiting their company this year, there is a significant chance the buyer will be a private equity firm aiming to bolt on the business to an already held platform company.

This clearly has huge implications for business owners picturing how they will one day exit their company. Given this shift in how and why middle market firms are acquired in the U.S., sellers will have to plan differently and look beyond their competitors as potential buyers.

For business owners with a limited understanding of the behavior of private equity funds, and the increasing complexity of exit transactions where private equity is involved, seeking professional advice on exit planning is now more essential than it has ever been.

The Traditional Model

When we consider M&A activity, we typically envision the situation where existing businesses expand their own operations on the ground by buying up competitors and associated businesses. The appeal of acquisitions to an operating business are quite clear:

Acqui-hiring: Recruitment can be costly and time consuming for businesses. By acquiring an associated business, the buyer effectively hires that company’s core of trained employees that are more prepared to hit the ground running.
Geographical expansion: Acquiring a business with a strong record in a target location can be a great way for a company to expand its reach while minimizing risk.
Economies of scale: Operating on a larger scale can deliver savings through the consolidation of job roles, and bulk buying of raw materials, wholesale items or goods not for resale and other such economies.
Diversification: By acquiring a business with a different focus from the buyer’s own, the buyer can introduce new functions onto their existing holdings immediately.
Supply chain: Acquiring a business that supplies yours, or even acquiring one that your business supplies, can cut costs or increase margins for the resulting entity.
Consolidation and alleviating risk: A consolidated business may have more capacity to take on larger contracts with larger partners. Such a business might also be offered some measure of stability and protection should they lose a key business partner.

In other words, good old-fashioned growth. You buy another business similar to your own to expand your operations, or an associated or disparate business to acquire new functions or capabilities. That much is clear. However, the market share represented by this traditional model is dwindling.

Same Game, New Players

This is despite the clear benefits of the approach and the fact that M&A activity is thriving. In fact, according to Deloitte:

“[A]bout 68 percent of executives at U.S. headquartered corporations and 76 percent of leaders at domestic based private equity firms say deal flow will increase in the next 12 months.”

However, rather than businesses buying other businesses, Dr. John Binkley has seen the M&A landscape shift with the rise of acquisitions through private equity funding. It may come as a surprise to many that private equity investment is now rivalling this traditional model in driving M&A. So, what has changed in terms of market benefits that a smaller percentage of acquisitions now stem from the corporate sector?

In an important sense, nothing has changed in the way that businesses benefit from consolidation. All the above benefits to expansion certainly still apply. These deals are still happening – and at record volumes – for the same reasons and achieving the same beneficial outcomes as they always have. All that has changed is the players involved. The difference lies in who is spotting the opportunities and building the deals.

What has occurred in the last decade is that the success and profitability in middle market M&A activity has attracted the attention of the substantial private equity funding that currently covers the market. Now, the players bolting these companies together are sophisticated “big picture” finance professionals who always have financial outcomes in sight – generating the maximum ongoing returns or divesting with the greatest profit.

What is in it for Private Equity?

But don’t these funds exist to dip in and out of industries, buying low and selling high? What interest would they have in buying a business as an add-on to another business that they have already acquired?

On the face of it, developing businesses with add-on acquisitions is the interventionist, labor-intensive, time-consuming activity you might not expect from private finance. However, where the returns justify it, PE has proved itself willing to roll up its sleeves and get involved.

According to an analyst note published earlier this year by PitchBook, the proportion of businesses held by private equity firms that have undertaken at least one add-on acquisition has increased from less than 20% in the early 2000s to over 30% in the first half of this year.

And the results for PE have been rewarding. Funds with a high proportion of add-on holdings have been posting greater returns than those with fewer such holdings. According to PitchBook, the two sample sets of add-on heavy funds that they analyzed demonstrated greater total value to paid-in ratios than less add-on loaded samples. The PitchBook report goes on to conclude that:

“36.3% of add-on funds beat the top-quartile hurdle rate, while just 10.0% of funds fell into the bottom-quartile, indicating that funds that employ the buy-and-build strategy generate superior returns.” Additive Dealmaking: Part II – An analysis of add-ons’ effect on fund performance PitchBook

So, with add-on heavy funds outperforming those with fewer add-ons, why wouldn’t PE pursue this buy-and-build policy through additive deal making? Over 25% of private equity add-on acquisitions are undertaken by funds that had already completed at least 5 add-on deals previously – demonstrating that those funds’ successes in pursuing buy-and-build made it worth their while to repeat the policy on multiple occasions.

Private Equity Influx Changing the Complexion of the M&A Market

With his vast experience in the industry, Dr. John Binkley interprets this move towards private equity add-on purchases as a culture shift within the industry that has been in the works for some time. Brokering business sales is no longer a matter between fellow business owners. The days of the business owner bowing out while negotiating a mutually beneficial deal with a local competitor are disappearing.

The current booming seller’s market remains a huge opportunity for sellers. The reason PE firms are clamoring after the American middle market is because it is so attractive and profitable to them right now. This level of demand can mean business sellers are in a position to realize extremely favorable valuations on their businesses, exiting with higher sums than they ever thought possible – but only with professional advice to match the shrewd business strategies of this professional buyer.

If you are a middle market business owner, exit planning warrants serious consideration. But without an understanding of your prospective buyer, that planning will be of little use. As we have seen, it is increasingly likely that your buyer will come from the private equity sector, and most business owners can be forgiven for having a limited understanding of how that sector operates.

Learning about the profile of your buyers is just one of the areas covered in Generational Equity’s complimentary conference – so arranging to attend could be a very wise move given the shifting complexion of the M&A market.

How to Prevent Critical M&A Deal Breakers

August 15, 2018 By John Binkley

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.

How Can Your Business Capitalize on Record-Breaking Private Equity Activity?

May 25, 2018 By John Binkley

When determining your exit strategy or looking to attract investment into your company, it is important to remain open-minded with regards to who classifies as an “optimal buyer.”

Something Dr. John Binkley has identified among business owners in his time with Generational Equity and in the wider M&A market is the presumption that their eventual buyer will be someone from within their own industry (and likely a competitor), and it will be a straightforward 100% sale.

For some, this will be how their exit process pans out. But, there are alternatives. This piece is focusing on one of those options that can prove to be a win-win for all parties involved in a transaction – investment from a private equity firm.

Why highlight this now? Well, as Dr. Binkley has previously emphasized, we are in the middle of one of the strongest seller’s markets in recent history. But, beyond this, many are projecting that private equity activity in 2018, particularly in the middle market, may set new records after an already stellar 2017.

In this article, Dr. Binkley will outline what a private equity firm is and how a partnership with one can benefit business owners, explore the recent growth in private equity activity, and explain what business owners considering a partial or full exit of their business can do to market to these firms.

What is a Private Equity Firm & how do they operate?

“Private equity is capital that is not listed on a public exchange. Private equity is composed of funds and investors that directly invest in private companies, or that engage in buyouts of public companies, resulting in the delisting of public equity.” – Investopedia

In practice, a private equity firm seeks to enhance the value of a ‘platform company’ (or portfolio company), which they will then exit at a later date for a greater valuation. In order to do this, they will often earmark smaller add-on companies to support the growth of their larger investment.

These smaller companies are usually strong synergistic fits for the platform company, giving it access to improved technology, additional capital, access to new markets and more skilled staff, among other benefits.

This continued investment into the platform company will often be carried out over a number of years in pursuit of an optimal return, both for the private equity firm and the original owners of the business, who often stay on during this process due to their expertise and understanding of the company’s culture and industry.

In Dr. John Binkley’s experiences as part of Generational Equity, these private equity firm transactions are most often established through a partial sale. In these scenarios, the equity firm acquires 51% or more of the target company, existing management is retained, and the firm continues to invest into the growth of the company over time.

What are the benefits of working with a Private Equity Firm?

As a result, partnering with a private equity firm through a partial sale presents significant benefits for business owners who have reached their ceiling in terms of building their company’s value, or aren’t looking for a complete exit from their business. With investment from a private equity firm, a company might experience:

Greater investment of capital into areas of their company
Expansion of their operations
Increased brand awareness in new or existing markets
Implementation of more efficient processes
Introduction of new staff/management
Institution of improved technology and equipment
Enhanced marketing and sales acumen

An example of this in action can be seen in the sale of Tate’s Bake Shop to Mondelez International for $500 million. Tate’s Bake Shop was previously a portfolio company of Riverside Company, a private equity firm specializing in the lower middle market.

Thanks to the guidance, support and funding provided by Riverside, Tate’s was able to grow beyond its pre-existing means at an exceptional rate to achieve this valuation upon their sale. For the owners of the company, this meant they were able to pursue further growth with the help of like-minded individuals and receive a return on investment upon their exit they would likely not have achieved otherwise.

Is now an ideal time to consider Private Equity Investment?

Having a firm grasp on what private equity firms do and the benefits it can have for your business, whether you’re planning on selling the business or investing in its future growth, is invaluable in the current market.

As Dr. Binkley mentioned earlier, we could be on the road to a record-breaking year for private equity activity. According to PitchBook’s recent US Middle Market PE Report, $54 billion was invested in middle market private equity activity in Q1 2018, continuing the pattern set in 2017’s record-setting year for both acquisition value and volume of transactions completed.

Almost $55 billion worth of capital was realized in 2017 upon exit, a 55% increase on the previous year and only slightly short of the 2015 peak. However, it should be noted that 2017 represented a consistently strong seller’s market that was not skewed by one great quarter or a couple of standout transactions – both Q2 and Q4 were worth over $15 billion.

In addition, add-ons now represent more than half of all buyout activity, a much higher percentage than even a few years ago, while nearly 30% of companies backed by a private equity firm undertake at least one add-on acquisition per year. Furthermore, with the baby boomer retirement wave expected over the next decade (10,000 baby boomer business owners already retire every day), now is considered an ideal time to pursue investment before the market becomes crowded.

Why the interest in lower middle market companies? The numbers don’t lie – there are 350,000 companies with an annual revenue between $5 million and $100 million, compared to just 25,000 between $100 million and $500 million. So, with private equity firms sitting on a record amount of dry powder ready to be invested, they will look to the largest volume of companies to devote their time and money to, which also have lower risk associated with them.

It is easier for private equity firms to score runs with several one- or two-base hits than it is to score with a single swing that has the intention of hitting a home run.

How can I take advantage of increased Private Equity Activity?

With demand high for middle market businesses among private equity firms, the best advice Dr. John Binkley can offer is don’t delay in marketing your company to these groups. As previously mentioned, the market is set to become crowded over the next decade due to the retirement of baby boomer business owners, while at present private equity firms are urgently searching for new investment opportunities.

Whether your business is chosen as a potential platform company for a private equity firm, or identified as an effective add-on for a pre-existing portfolio company, there are plentiful opportunities to achieve an optimal value. With effective collaboration and investment, all sides stand to benefit and generate more revenue in the long-term.

It is encouraged to reach out to an M&A advisory firm like Generational Equity for further guidance, and to ensure you locate private equity firms that align with your own business goals. Realizing the potential private equity investment can have on your business is often predicated on a strong partnership and shared culture between all parties. So, getting professional support in assessing your options is essential in making the most out of a relationship with equity firms.

If you’d like to learn more about private equity and how it could play a key role in both the future growth of your business and eventual exit strategy, you should browse Generational Equity’s in-depth M&A insights. Their website contains numerous valuable resources on the topics of private equity, add-on acquisitions and exiting for the optimal value.

For more from Dr. John Binkley, be sure to visit his blog for further exit planning advice, management tips and recent updates from his activities.