Recursos

In today’s dynamic financial landscape, many business owners are seeking innovative ways to secure a comfortable retirement. One sometimes-overlooked strategy is mergers and acquisitions (M&A), which can be used by business leaders, savvy investors, and entrepreneurs to build wealth over time. When strategically executed, M&A tactics can help you to facilitate portfolio growth, generate passive income, and ultimately contribute to a more secure and prosperous retirement.

Business owners often assume that strong historical performance alone will be sufficient. While past results are important, buyers focus more on recent performance when evaluating an acquisition target. Annual financial statements and year-to-date results can be incomplete or misleading depending on timing and seasonality. A trailing twelve-month (TTM) period bridges this gap by providing a current, normalized view of a company’s financial performance.

In the world of mergers and acquisitions, the adage, "knowledge is power," holds particularly true. This essential process involves meticulous investigation, analysis, and assessment of various aspects of the target company. It is critical to conduct thorough due diligence for multiple reasons, as it helps ensure buyers are making an informed decision and mitigating potential risks. Asking the following seven questions will help assess if the business is the right fit and potential synergy:

Strategy is crucial to any merger or acquisition (M&A) for many reasons. Any deal should have a specific plan to accomplish a company's objectives and produce successful results. Making strategic choices can achieve targeted desired outcomes. It involves finding the right company to merge with or purchase, how to approach the negotiation of a deal, evaluating the synergies that may be possible, how the culture aligns, and what integration will look like after the deal closes. M&A strategy is how an organization's goals become actionable.

2024 is on pace to be a record-breaking year for retirement in the U.S. This year, an average of 11,000 Americans per day are expected to celebrate their 65th birthday. Now through 2027, we will see the most significant surge of retirement-age Americans than ever before. Yet, at the same time, data from the Pew Research Center shows that one in five people over the age of 65 are choosing to continue working, and the Bureau of Labor Statistics is projecting that Americans over the age of 65 will continue to rise in labor force participation over the next ten years. This trend is being mirrored around the world. According to the National Bureau of Economic Research, over the past 25 years, labor force participation at older ages has increased significantly.

There are two types of buyers: strategic buyers and financial buyers. Commercial lenders, family offices, private equity funds, mezzanine funds, independent investors, and other capital providers are all financial buyers. Strategic buyers include everything else. It can be beneficial to entertain both financial and strategic buyers when you are selling your business. Still, it is important to understand how financial buyers think and what you’re dealing with as you work through conversations and negotiations.

Reps and warranties insurance is a policy secured for corporate transactions such as mergers and acquisitions. In recent years, the amount of this type of insurance sold has increased significantly. It covers the indemnification for certain breaches of the representations and warranties in transaction agreements, either partially or in full. Reps and warranties insurance usually doesn’t cover losses for breaches of covenants (other than pre-closing tax indemnification) or purchase price adjustments. 

Now that you have found the perfect business for you to acquire, the question is, how do you finance the transaction? Most buyers will use a mix of debt and equity, but if you are a first-time acquirer, you may need help on where to go for the debt piece of the equation.If you have never acquired another business before, the process of securing a loan for the acquisition might be challenging. Here are some things to consider when looking at your debt options.

While you may be hearing that the M&A market is currently active, numbers speak volumes. A recent article from U.S. News cited that private equity (PE) has inked more than 2,300 deals for the first five months of 2021. Year-over-year, this is just over a 21% increase in deal volume. In fact, according to Pitchbook data, in the first half of 2021, PE firms closed on 3,708 deals worth a combined $456.6 billion. That’s almost two-thirds of the $711.6 billion deal value recorded in the entire year of 2020, and the two years prior. It is estimated that there is roughly $3 trillion of dry powder—also known as available funds—on hand for investment, with even a large amount of assets under management.

Financial buyers are the companies we work with that are typically labeled as private equity (PE), a family office, a hedge fund, etc. In the traditional sense, a financial buyer is primarily concerned with the cash flow generated by a company or asset that they acquire. They think about investment opportunities (clients to us) through the rate of return they can obtain from years of bottom-line enhancement and an eventual resale of the asset at a premium, or much higher valuation, than when they bought it. Like trading stocks, but with more hands-on involvement, they wish to “buy low and sell high.”

When financial buyers think of HVAC contractors, they see an industry ripe for consolidation. The trend of HVAC consolidation started a few years ago and has not slowed down.

Benchmark International’s industry agnostic approach has proven to be informative during the Covid-19 epidemic. Interest in most of our client base has not declined and we are receiving queries from a wide range of parties.

Many first-time buyers acquiring businesses in the United States are unsure of how to structure their offer in terms of a deal to buy the equity of the business (i.e., the stock, membership interests or partnership interests) or the assets of the business. The below FAQs should help point you in the right direction or at least allow you to have a meaningful conversation with your advisors.

When an individual buys a business, it may be assumed that the buyer will be taking over the leadership of that company. In these cases, we most often see the seller stay on for no more than six months, and also in a part-time capacity. In the less common situation, in which the individual buyer is not coming in to run the business, we see sellers staying on for two to three years.

I had the opportunity to meet Linda and Frank this week at a networking event. What I heard from Linda was a reoccurring theme, “Frank has been driving me crazy since he retired in October. He needs to find a job.”

In the exciting and jargon filled word of mergers and acquisitions, you may often find reference being made to a letter of intent. But what exactly is a letter of intent (LOI)? Given the importance of an LOI it is crucial to answering this question, as well as other common questions we come across when dealing with LOIs.What is an LOI?The best way to describe an LOI is to think of it as a roadmap to a transaction. An LOI typically outlines the terms and conditions of an offer from a buyer to a seller. Expressed otherwise, an LOI is a written expression of a buyer’s intention to purchase the business of a seller and together with its terms to the seller indicates the buyer’s intention for the transaction. What is the difference between a binding and non-binding LOI?Unlike most contracts, the terms of an LOI are typically non-binding unless the parties agree that the whole or certain parts of an LOI are binding. It is therefore important for sellers to remember that the terms contained in the LOI may not always be the terms that the buyer and the seller settle on (assuming, of course, the parties agree that the terms are not wholly or partially binding). What are the common terms of an LOI?While each LOI will be different, certain recurring themes appear. The most common ones are:

1. It’s Easier Than You ThinkWhen acquiring a business nowadays, many think of this as a very strenuous and long-term process. Though it is a large investment of time and money, if you already run a successful small business, there are plenty of transferable skills.2. Synergy Is KeyThe growth of a business through acquisition is statistically faster, cheaper, and less risky than the other methods of expansion. It is of the utmost importance to ensure that the synergy is there, and when companies are choosing to acquire or merge, the desire is for the sum to be greater than its individual parts. 3. An Acquisition Can Expedite Growth In Your Current BusinessOnce an acquisition is done, you immediately have access to a multiplicity of new (to you) assets and employees. Many challenges come along with combining two businesses, but this can give your current company the ability to expand to new areas and cross-sell services to existing and newly acquired customers.4. Understanding The Value Of The Employees And Management On-HandMany deals come with a staff who has vast knowledge about the company and the day-to-day functions of the business. It is important to get to know the staff and ensure they have the same intentions as you for the business and the direction it is trying to take. 5. The Current Owner Is Likely To Stay In The PictureThough many of our clients are looking to retire, it is never as simple as handing the keys over. The owner built this business, and they know the ins and outs of the company. Usually, the owner signs a contract with the buyer to stay on for a required amount of time to help the new owners/managers learn the entire process. This also gives comfort to the buyer and customers about the change of ownership.6. Cultural FitSelling a business can be a very emotional process for a seller. The company is their baby, and they want to ensure the success of the company and the continued employment of the employees. Commonly, money may not be the primary motivation of a seller. They are concerned with bringing in the right fit, expanding the company, and keeping true to its roots. A good buyer would acknowledge the importance of culture and seek to maintain the culture that was created and fostered by the previous owner. 7. Businesses Can Be RelocatableWhen acquiring a business, buyers are concerned with the real estate associated with the company. Many believe that some companies should be relocated for better success geographically, or to a space that has more room for development. Most businesses can do so, which buyers may be unaware of, and most sellers will entertain the idea of selling the real estate, leasing it back, or allow the buyer to break the lease altogether.8. Funding OptionsIt’s often easier to fund an existing business than a startup since it already has a track record. Banks tend to offer more loan types for individuals than for established businesses. Right now, banks are lending aggressively and looking to deploy capital due to interest rates being low. 9. Time Is Of The EssenceDue Diligence is a time consuming and arduous process, so it is key to operate with a sense of urgency. Doing so inspires confidence in the seller and helps maintain excitement on both sides for the eventual transaction. Failing to maintain a sense of urgency and stick within the prescribed timeline could result in deal fatigue, a delayed closing, or even the deal coming unraveled altogether. It’s imperative to move as swiftly as possible during due diligence. 10. Using An IntermediaryThe process itself is easy, but selling a business takes time and effort that business owners do not always have the time for or knowledge on. Bringing on an investment banker or business broker/intermediary can help with finding financially capable prospects, negotiating the deal, and get the deal closed without anyone finding out until the deal is done.

Many buyers, particularly those working at private equity shops and family offices, have experience in larger markets and, therefore, with more financially oriented, data-driven sellers. If this describes your background, it can be helpful to consider the following insights about sellers in the middle markets. You might be surprised by some of these realities

How long after I learn of an opportunity will I be expected to submit an offer?

These are customary in bulge bracket deals. And the middle markets are growing more sophisticated to become similar to larger markets. However, not every tool used in larger markets warrants transplanting. Benchmark International clients rarely offer management presentations and we have no plan to change that practice. Here are reasons why we take that view, and why you should welcome the decision as a buyer.