M&A Strategies

Programmatic mergers and acquisitions are a strategic approach to M&A deals that companies use to acquire several smaller companies to achieve specific goals, such as growth and value creation. This strategy differs from traditional M&A transactions, which usually involve singular transactions and higher valuations.

An ever-increasing number of businesses receive unsolicited approaches from buyers yearly, yet a significant difference exists between being accidentally bought and purposefully sold. 

As a business owner, you've poured your heart and soul into building your company. The day might come when you consider selling your business, but the journey from contemplation to transaction is far from straightforward. One of the most powerful realizations in this process is that while you may be considering multiple avenues for a potential sale until you have offers, these remain options. Until you have a choice to sell, the only real choice you have is to continue running your business just as you did yesterday. However, strategically exploring the market and engaging with various buyer types can transform your myriad options into informed choices.

Owner’s compensation is a key feature that is addressed in various ways in a CIM. Some variables affect how owner’s compensation is treated in a CIM. Some of these variables include how much salary the owner is receiving, the role of the owner in the business currently, and the owner's role following a transaction. Combining these variables will determine how owner’s compensation is addressed in the CIM. A key point that must be known is that distributions do not affect adjustments to owner’s compensation. Distributions do not affect the income statement of the business, so they are not to be considered when making adjustments for owner’s compensation adjustments.Owner Exiting the Business Post-Transaction

An IPO is an initial public offering (IPO), which is the first limited public stock sale by a private company. IPOs are a strategy often used by smaller businesses to raise capital from public investors in order to facilitate expansion and growth. Once public, the company can be traded on the open market. There are both upsides and downsides to taking a company public. 

Handover Process

The global fintech market was valued at $6.5 trillion in 2021 and is estimated to grow at a compound annual growth rate (CAGR) of 13.9% between 2022 and 2028 to reach $16.65 trillion.

If you are considering selling your business, you undoubtedly need to understand its value. Unfortunately, arriving at that answer can entail many different methodologies, and it often involves the familiar valuation formula of applying a multiple of Earnings Before Interest, Tax, Depreciation, and Amortization (EBITDA). For example, if a company boasts EBITDA of $1 million, and a five times EBITDA multiple is applied, the company’s estimated value is $5 million. But how do we know what multiple applies to your business? And how do we know if the EBITDA number is even accurate? After all, EBITDA will not be the same for every business.

2021 was a strong market for business owners looking to sell their companies. The market remains ideal and will do so as we move into the first quarter of 2022. As we are in the middle of this year, there is no better time to consider putting your business on the market.

If you are considering selling your business, you will need to have a clear understanding of its type of customer revenue because it can significantly impact the value of your business. Sometimes people confuse recurring revenue with repeat revenue, but it is essential to understand how they are not the same thing. Recurring RevenueRecurring revenue stems from a contractually bound legal agreement for a solution delivered over time. It is usually contractual over one or multiple years, and because it may carry penalties or fees if the customer leaves, it can be counted on into the future. This makes it highly valued by prospective acquirers because of its predictability and lower risk. However, recurring revenue does not have to be contractual to be valuable. Depending on the business and the services offered, it can be too costly or too much of a hassle for a customer to leave or switch providers. An excellent example of this is customer relationship marketing companies that collect large amounts of valued data over time, making it more beneficial for clients to stick with their services. Below is a list of the different types of recurring revenue.

Is the bull market for privately held companies over? No, that’s not (yet) the reality. But one of the hallmarks of the glorious decade for selling businesses is no more. And unfortunately, many of the acquirers’ gatekeepers weren’t around the last time there was a bull market that looked like this one.

Selling your business can be an emotional experience. You certainly don’t want to be left at the end of the process with a sinking feeling that you have made a bad deal or sold to a buyer who doesn’t appreciate the value and legacy of the company you have built. However, there are things that you can do to avoid seller’s remorse; we will discuss several of them in this article for you to consider.

We have all heard the horror stories from lower middle market business owners. Private Equity buyers will come in and get rid of all of my employees, borrow an absurd amount of money to finance the acquisition, thereby straining my company’s balance sheet and income statement, and then, light a match Goodfellas-style when they are done extracting value from it. But, I’ll let you in on a little secret? The days of financially engineering a path to outsized profits are long gone. While there certainly was an era where Private Equity funds looked to lock in a guaranteed “win” by over-levering the balance sheet, stripping the Income Statement of “fat”- read, people- and quickly flipping to monetize the win, those days are largely behind us. Today, most professional buyers value the team in place more so than any perceived competitive advantage with the product or service offering. I’ll say that again, buyers often view the team as the most important determinant of success- more so even than the core product or service offered by the business. Let’s rewind a bit. The perception of private equity by most of society is pretty negative. And to be frank, that reputation, although dated, is well-earned. Many have read or seen (it was first a book and later adapted for film) Barbarians at the Gate. The book details the leveraged buyout of RJR Nabisco by Kohlberg Kravis Roberts (KKR) in the late 1980s. While there are many takeaways from the book, the one most recalled is the impact that the use of junk bonds to finance the transaction and degree of leverage overall had on the business. Several thousand jobs were eliminated as a result. This deal wasn’t a standalone incident but rather emblematic of a strategy of the times; Finance the transaction largely through debt, thereby requiring only a relatively small equity investment by the buyer and reducing headcount to service the debt and prop up profitability. This is one example of how one might financially engineer their way to a profit. The cost to the business is often catastrophic; still, by the time the downstream issues present themselves, the fund has either sold or doesn’t care as they’ve extracted enough out of the company to more than satisfy their investors (LPs of Limited Partners). So, this negative perception is certainly well-earned. But why is it dated?

Mergers and acquisitions are effective solutions for growing a company, getting a competitive edge, accessing new resources, lowering risk, tapping into new markets, and acquiring key talent. Obviously, these are all very appealing to investors and upper management. But employees do not always see it this way. 

Earnout Agreements have become increasingly routine in deal structures over the last several years as they are most widely used during times of political and/or economic uncertainty. The earnout payment is additional compensation paid in the future to the seller after the business is sold. An earnout agreement can help bridge a valuation gap or encourage the former owner to remain for a longer period of time following the close of the sale. They should only be considered when the company will continue to operate the same in the years following the sale at the time of closing. While sellers can sometimes be nervous when it comes to agreeing to an earnout, there are protections for yourself that you can keep in mind.

As the owner of a business, you face a slew of tough decisions nearly every day. One question you may have asked yourself is whether you should sell your company. Several factors can influence your decision to sell, some of which you may not have even thought about. Here you will find a comprehensive list of possible reasons to help you decide if and when selling your business is right for you.  

There are strategies available for business owners who are in need of additional capital to grow their business. The partial sale transaction has gained popularity over the last couple of years. When business owners find themselves with limited operating liquidity, they are unable to create the type of growth they desire. A partial sale can bring additional resources into the business that can set into motion long-term growth strategies, increase operational stability and recruit new hires. If you are looking to downsize your company, you can invest that money into different opportunities that may offer you a higher return on your investment.A partial sale of your business gives you the opportunity to remain involved in the business that you have spent decades building. Following a partial sale, many business owners serve as advisors, senior executives, board members, etc., to assist the buyer with their transition period to new ownership. Smart buyers are open to customizing the role and involvement of the seller once the deal has closed in order that the seller remains with the business for months and years to come.You may have grown the business into a large company through various acquisitions and development that haven't delivered quite as well as you had hoped. A partial sale of your business can allow you to let go of some of those units that you may be in need of recouping a loss from. Selling these portions can put you into a better position financially and allow you to invest additional resources and time into the areas of the company that are functioning well. The result of this action can leave you financially sound as you reduce the risks that your company would have faced in the future. In addition, there is the potential that synergies with the buyer could create even more opportunities and profits for the remaining units of your business.Another benefit to a partial sale is gaining a powerful partner who is just as invested in the business as you are. This partner is interested in the company's aggressive growth in a way that your employees most likely aren't. If you have too much on your plate, it may distract you from your company's core items that you should be focusing on. In the best case scenario, this partner will help revolutionize the company's future through their industry contacts, leadership experience, new technology, and relationships in new markets. Having a partner makes it possible for you to trust them with business decisions when you can't be everywhere at once, or you want to take some needed vacation time.

Here is the impact of the rise of interest rates in M&A Activity and why now is a good time to consider partial or full sale of your business.

The Labor Shortage Persists

First off, I’m using the term “post-covid” gingerly, since, as I am writing this article, we are going through a surge of the Omicron variant. This article is intended to shed light on deal structures that we saw in 2021 and compare them to pre-covid years, as well as surmise future structures.