The COVID-19 pandemic and global economic lockdown has seen merger and acquisition (M&A) activity plummet. From $3.9 trillion in global takeovers in 2019, announced deals plunged 51% in the first quarter in the US according to Refinitiv. Uncertainties in the business and capital markets have led to buyers delaying or cutting back on their acquisition plans. But with crisis comes opportunity. Those able to navigate the new risk landscape may find compelling deals on the other side of the pandemic. Now more than ever, expert help with strategic planning, modelling out “what if” scenarios when the world frees up from lockdown, and preparing better for post-acquisition merger integration can help owners succeed in acquiring or being acquired.
As the incredible success of private equity over the past couple decades has made clear to many aspiring company owners and investors, if you can find and acquire a decent company, its possible to earn great returns. This has fueled a new class of individuals seeking to launch their own search funds. What exactly is a search fund and how do you become successful at it? Let’s explore.
The Stanford Graduate School of Business Center for Entrepreneurial Studies explains search funds this way: “The model offers relatively inexperienced professionals with limited capital resources a quick path to managing a company in which they have a meaningful ownership position.”
Inexperienced professionals? Limited capital resources? It doesn’t exactly sound like a recipe for success.
But it can be.
U.S. Banks are growing concerned — if not alarmed — and are reevaluating just how lax they are when it comes to handing out commercial loans. With sour loans on the rise, that’s not a pretty picture for companies that rely too much on credit lines or commercial loans. This is, in essence, a self-imposed business risk, as they are more dependent and susceptible to any fluctuations that occur.
A recent Financial Times article reported that non-performing loans increased by 20% at ten large commercial lenders. How much of an impact is that on the bank industry exactly? According to the Financial Times analyst, that’s a hefty $1.6B in the first quarter alone, a significant shift from credit quality since 2016, an era where the dust had settled from crashes and subsequent defaults on loans. The future started looking bright. Lending portfolios and credit quality began to improve.
With merely three years of positive momentum, fast forward to present day and all that has changed and not for the better. “Since most businesses utilize a credit line or other commercial loans, any slowdown will impact all types of commercial lenders – banks, asset-based lenders and factors,” said Yoav Cohen, an interim executive who has spearheaded eight turnarounds and liquidations, each one successful in paying off secured lenders in full. Cohen has seen it all, serving in roles as varied as interim CFO, COO, and a Chief Restructuring Officer.
IT department leaders are usually left out of the early M&A meetings during the pre-merger or pre-acquisition phase. “IT systems integration” discussions do not include IT managers until it’s too late. This phenomenon is all too common when it comes to understanding the full scope of IT priorities and what each organization brings to the tech table to ensure successful M&A experience for employees and customers.
According to the 2018 Deal Value Curve Study, only 19% of M&A professionals surveyed believed there was sufficient due diligence on IT systems and assets before a merger or acquisition. This pitfall may stem from the fact that decision makers do not fully grasp the complexity of IT. Worse yet, they may fail to realize just how dependent the organization’s business goals are with IT systems.
Surprisingly, IT system integration is not top of mind during M&A discussions. That’s detrimental for two reasons:
In a merger or acquisition, discord of company cultures and disparate systems can cause the demise of a once-promising partnership. About 70% of acquisitions fail when post-acquisition results don’t meet pre-closing expectations. Many of these M&A failures are caused by poorly executed integration.
What’s surprising is that M&A failures are avoidable with careful integration planning and strategic post merger integration. Pre-acquisition, it takes a lot of forethought on how company cultures might clash and how their systems will integrate. Post-acquisition, it takes a ton of strategic elbow grease to rapidly align systems (and eliminate some), retain productive employees, keep customers, and make stakeholders happy.
There’s no question that the number of family offices is on the rise. A recent study by Campden Research revealed that there are over 5,300 family offices worldwide. About 2,200 of the family offices are in North America. About 67% of family offices that exist today were established after 2000.
There aren’t hard and fast rules on what a modern-day family office looks like. A single family office typically has over $150 million in private wealth and is one family. In recent years, multi-family offices have increased. In multi-family offices, families — related or not — have shared interests, investment goals, infrastructure needs, or operational requirements. By coming together, they save resources. This way family offices can focus more energy on portfolio growth and increasing net profit margins.
Over the past decade, the way family offices invest has evolved. In the past, family offices stayed in their comfort zone, by acquiring operating businesses in their business sector.
The world of mergers and acquisitions can be complex for owners focused on building their companies.
We’re often asked by owners about their options to exit and sell the company. Often, work needs to be done to prepare – in advance of any sale process – to ensure maximum value is realized. Owners may opt to bring in an outside perspective like an interim executive to provide an operational roadmap to improve operations and package the company for eventual sale. This process, however, typically begins with two types of targets in mind:
Strategic buyers (Strategics) are companies who are already operating in the field/industry where acquiring your business will be complementary to their business, expand their customer base, or give them a competitive advantage.
Financial buyers include private equity funds, family offices, and individual investors who provide their own equity funding and borrowing to acquire businesses as a path to future gains.
2017 offered daily excitement. The markets continued an unrelenting upward streak. While some debate the strength of underlying fundamentals, valuations public and private rose all year long.
In our business at InterimExecs, demand for interim management continued strongly while gaining momentum in the US. We had fun matching inspiring companies and executives together that were focused on growth, transformation, or taking on big initiatives and goals (see some of our favorite moments of 2017 here: www.interimexecs.org/2017-review).
The best private equity funds talk about backing great CEOs, entrepreneurs, and management teams. But in the lower middle market ($2-$15 million in EBITDA), what’s a private equity fund to do when the company they are acquiring lacks resources and the management skills to earn great returns?
What if serious talent doesn’t extend beyond the CEO or founder?
Douglas Song, co-founder of Prodos Capital Management and an investor in lower middle market companies, says that “there’s always a way to think creatively and unlock value in any lower middle market company.” He especially finds common themes among companies where entrepreneurs or families have built a great business over time, but are lacking in certain areas where partnering with additional resources will help them take the business to the next level.
Everyone has read studies proclaiming the majority of acquisitions fail to create shareholder value. Yet we are witnessing a roaring M&A market with very frothy valuations and no lack of buyers willing to venture into the game. Great for sellers. Timing is everything – private equity groups are finding rich exits to vintage deals entered into prior to the great recession that for years looked like they would be losers. These favorable returns are giving private equity investors even more reason to bring fresh capital to the table. Meanwhile, strategic buyers, armed with high valuations on their publicly traded shares and plenty of cash on hand have the wherewithal to bid aggressively, further driving up prices.