Global M&A activity in the first quarter of 2016 was lower than both Q1 2015 and Q1 2014.  Typically, the first quarter is slower than the fourth quarter and this year was no exception.  In terms of volume, Q1 2016 was about 21 percent lower than Q4 2015.  By comparison, Q1 2015 was only 7 percent lower than Q4 2014.

As depicted in the graph below, in terms of volume, Q1 2016 was about 18 percent slower than both Q1 2015 and Q1 2014.

In terms of value, Q1 2016 was dramatically lower than Q1 2015 and about 8 percent lower than Q1 2014. 

M&A in the US and cross-border transaction activity remain strong; however, not exempt from this slowing.  Sellers should move quickly to complete transactions while buyers should start to prepare to make acquisitions as valuations will surely drop if this trend continues.

When selling a business, it is important to know how to appeal to buyers.  A key step, of course, is to make sure that the best parts of the business are displayed.  These items are what we call Unique Selling Points (“USP”).

A good M&A advisor will know how to portray the USPs so that a broad audience will be able to understand and value the business.  This is important as the best way to sell a business is to contact a large number of potential buyers, usually worldwide.  The buyer list should also include a variety of types of businesses, if possible.  There is no way to predict where a buyer will come from, why they will be interested in your company, or why they are looking to buy any company at all.  Because of this, casting a wide net in the search for buyers is the best chance at finding the “right” interested party.  The “right” buyer will always pay more for the company.

In addition to the formal Confidential Information Memorandum that buyers will receive after executing a Non-Disclosure Agreement, the company or its M&A advisor should create a one-page teaser.  The teaser should describe the company in enough detail, without disclosing confidential information, to get potential buyers interested.  In most cases, it will be a “blind” teaser in that the company’s name will not be disclosed.  It should also be written so that potential suitors won’t be able to figure out which company is for sale.

The teaser should include background on the company—the type of company, overview of its products/services, its history, location, etc.  The teaser should then go on to describe the customer base and why the business is a good investment.  The teaser should also have summary financial data, historical, current and projected.  To summarize, the critical part of the teaser is to make bold claims to drive interest.  At the same time, one needs to make sure that those claims can be backed up with facts.

The majority of people who receive the teaser will not end up being interested in purchasing the business.  However, knowledge is power.  It’s just as important to know that other companies are not interested.  It demonstrates to the seller how strong the market is for their company, which is very useful information.  Both the seller and the M&A advisor commence the process with the optimism that there will be many prospective buyers.  But, once buyers are contacted, the seller will have a very good idea of how many interested buyers there really are.  If the demand is modest, it doesn’t’ mean that the company can’t be sold for a good valuation.  But, it does mean that the seller needs to be careful with the buyers that do present themselves.

In conclusion, the key to the teaser is to give potential buyers enough information to pique their curiosity without releasing too many details about the company.  Interested buyers should then execute a Non-Disclosure Agreement and receive the Confidential Information Memorandum on the company.  From there, the M&A advisor should narrow down the interested parties to those that are serious and financially qualified.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

When considering the sale of a company, it is useful for the seller to have a target date for when they would like to sell.  However, there can be disadvantages to having too firm a deadline.  With regard to a lower middle market company, i.e., one with less than US$250 million in revenues, a seller should always be ready to take advantage of market conditions or be opportunistic.  Furthermore, sellers should always try to sell on an uptick, i.e., when the company is doing well.

Many sellers wait too long.  Things change:  market conditions, consumer behaviors, competitors creeping in, etc.  Or, the economy changes as it did in 2007, and the US entered the Great Recession.  In these cases, the seller misses the “window” to sell for a high valuation.  To keep it simple, company owners should think of their companies like fruit - it matures, ripens, and should be sold before the value expires.

The best operators understand that it’s important to always have the company in the best possible shape, with all the paperwork, financials, and other information in order to be able to take advantage of market conditions.  It’s always best to sell before one has to sell.  Many owners wait until they have a medical reason, a family situation or something else that impacts the M&A process and the final value in an extremely negative way.  To summarize, it’s better for the seller to be early than late or possibly not be able to sell at all.  (Over the last 30+ years, we have seen company owners lose most or all of their company’s value by waiting too long.)

Potential sellers should not be hesitant to engage an M&A professional to help them determine the best timing to conclude a successful sale.  And, if the timing is right, the seller should always hire an M&A professional to increase the probability of a successful sale. 

With few exceptions, all companies can be sold at any time; however, the best time to sell a company is when it is profitable and growing.  Many sellers believe that their company will continue growing and increasing profits forever, but in most cases, something changes and the company’s perfect track record is shattered.  The risks are high because when this happens, it has a definitive negative impact on the valuation.

It’s not always easy to time it, but the best way to achieve the highest value is to be ready to sell when the company is profitable and growing, when the economy is strong, and when the seller doesn’t have to sell.  Of course, aligning these things may not always be possible.  The next best scenario is if the company is growing and profitable.  Thus, any company owner who has a company that has a positive track record should consider selling, even if the timing is different (even earlier, for example) than their original target date.

When a company’s performance is modest or the economy isn’t doing well, it’s especially important to engage an M&A advisor.  He or she should be able to identify and contact buyers on a worldwide basis, which will mitigate the company’s modest performance.  Frequently, an international buyer will recognize the value, and a successful transaction will be concluded.

As a result of doing M&A for more than 30 years, I have a clear bias for sellers to sell earlier rather than later.  We’ve seen more sellers who have sold “early” make more money than those who held on too long.  The risk of not selling at a high valuation grows over time because markets change, products change, consumer interests change, etc.  The smartest sellers are those who get asked by buyers if they are selling too early.  The alternative, selling too late, puts the seller at considerable risk of selling at a reduced value or missing the opportunity to sell.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Importance of an M&A Team

One venture that entrepreneurs should avoid is the idea that they are qualified to sell their own business.  Many times, a successful entrepreneur will figure that if they were successful in building a business they can be successful in selling it.  In theory, selling seems like a pretty simple task:  all one needs is a buyer.  But there are many tricks and traps in the process.  To ensure a successful exit with a high valuation and the best terms, it’s necessary to assemble a team, including an M&A advisor.

Too many sellers try to go it alone or with limited help, only to encounter uncontrollable costs related to the process, extensive delays, and unpredictable results.  For most entrepreneurs, the company that they’ve spent five to forty years building represents a majority of their net worth.  It’s difficult to explain why an entrepreneur who has invested so much time and effort into building their company would take a chance on the one opportunity to maximize the value of a sale.

The amount of help that an entrepreneur will need depends on several factors, for example

• • Does the entrepreneur have a buyer or multiple potential buyers in place?

  • Is the entrepreneur too busy managing the company’s daily operations to participate actively in negotiations?

  • Is the entrepreneur effective at marketing the company to outsiders and does he or she have the time and ability to negotiate complex contracts?

  • Is the entrepreneur capable of valuing the business accurately or, at least, capable of understanding the true value of the company?

  • How much M&A experience does the Company’s attorney and CPA have?

There are four types of professionals that every seller should strongly consider retaining to form a winning M&A team:  An accountant if the entrepreneur’s current CPA has limited to no experience with M&A transactions; a separate tax advisor for the M&A transaction, especially if there are complex or unique tax issues; an attorney with significant M&A experience to prepare and negotiate essential documents, e.g., Non-Disclosure Agreements, Purchase & Sale Agreements, Escrow agreements, etc.; an M&A advisor, especially if the entrepreneur does not have prospective buyers.  It should be noted that M&A transactions are very labor intensive and in most cases, entrepreneurs don’t have the time or expertise to handle a company sale.  Therefore, a professional M&A advisor is always recommended. 

It might seem that hiring multiple professionals would cost the entrepreneur more in the long run, but hiring the right team may ultimately reduce the fees one pays overall.  More importantly, the right professionals will make sure that the entrepreneur receives the best possible valuation and terms.  At the end of the day, that’s the objective of an entrepreneur’s exit.

Founded in 1987, Versailles Group is a Boston-based investment banking firm specializing in mergers, acquisitions, divestitures, and cross-border middle-market transactions.  Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies with revenues between US$2 million and US$250 million.  Versailles Group has closed transactions in all economic environments, literally around the world.  Versailles Group provides clients with both buy-side and sell-side M&A services, and has been completing cross-border transactions since its founding in 1987.  More information on Versailles Group, Ltd. can be found at www.versaillesgroup.com.

For more information, please contact

Donald Grava
Founder and President
617-449-3325

April 1, 2016

With regard to buy-side M&A, when purchasing a company, it is important to make an objective assessment of the seller as a potential employee.  Typically, these “employees” carry a particularly high risk.  Unless the seller is truly essential to the running of the company, it is usually better to remove them from the company as soon as possible. If a seller is retained at the company needlessly, they will often be an obstruction to the future running of the business.

The reason that sellers often make poor employees is that it is difficult for them to remember that it is no longer their company.  They are accustomed to doing things their own way, working independently, and in some cases, they may have personal relationships with former customers that prevent them from effectively dealing with new clients that might be competitors of their old “friends.”  These types of events undermine the buyer’s ability to lead employees and take the newly purchased company in a new direction.  The buyer’s role must be unambiguous; therefore, employing a seller is a risk that should only be taken when it is necessary to do so.

If a seller has a vested interest in a business’s success, any continuing relationship between them and the company after closing is usually outlined in the sales agreement.  Of course, the nature of that relationship must match the nature of their interests, for example, performance-based earnout payments, consulting agreements, etc.

Employment of the seller is not always the best way to enable the seller to monitor the status of their vested interest.  There are better ways to accomplish this task by sending the seller monthly or quarterly financial statements, providing audit reports, granting the seller rights to “audit” results, etc.

If employing the seller for an extended period of time is unavoidable, it is important to help him or her prepare for their new role.  It is quite common for sellers to unintentionally find themselves filling their former role.  For the buyer to be successful, this must be avoided. Some ways to gracefully usher the former owner aside include:

Having the new CEO move into the seller’s office.  As the employees are accustomed to the person in charge being there, this will also make it easier for them to see the buyer as that person.

Suggesting that the seller not take the lead in decision-making, and instead adopting a back-seat role.

Asking the seller to redirect staff questions to the new CEO.

Use the seller as a source of advice, but demand that the staff go to the new CEO when they need recommendations or decisions made.

Asking that the seller use the pronoun "we" when he or she talks to customers.

Giving the seller plenty of time off, especially during the transitional period immediately following the closing of the transaction.

However positive the buyer’s relationship with the seller is, he or she will eventually need to be removed from the company.  Very likely, the seller will be looking forward to this day as well, so it is useful to plan ahead when the buyer is preparing the consulting or employment agreement.  Thus, on the buy-side of MA, being stuck with a seller as an employee can be a major obstacle in the running of the business, so unless you have no choice, try to get them out as soon as you possibly can.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

When selling a business, it is important to think about the best way to present the business to potential buyers.  A key step is to make sure that the presentations and documents that are used are tailored to the audience, i.e., the buyers or investors.  An M&A Selling Memorandum that goes into too many technological details, for example, will not interest potential suitors.  People who are thinking about investing money in a company will be more likely to consider a company with a document that addresses their various concerns.

The best way to inform buyers about a business that is for sale is via an M&A Selling Memorandum, which is usually called an Offering Memorandum or Confidential Information Memorandum (“CIM”).  This document should outline all of the basic information about the seller’s company, especially the unique selling points.  However, despite the fact that buyers will execute a Non-Disclosure Agreement (“NDA”) to receive the information, it is important not to give out confidential information that could be used by competitors.  Highly confidential information should be shared with the buyer during due diligence and should not be included in the selling memorandum.  At the risk of being redundant on this point, it is important to have potential buyers sign a Non-Disclosure Agreement before they receive the selling memorandum.  And, the selling memorandum should include a copyright notice, as well as a note stating that the reader is subject to the terms and conditions of the NDA.

A quality selling memorandum will answer basic questions about the company, e.g., where it’s located, who owns it, a description of the products or services, customer information, number of employees, location and cost of facilities, etc.  It will also explain why it is a good investment.  Furthermore, it will include information about the company’s history and growth potential and explain why the business is being sold.  In conclusion, the importance of this document should not be underestimated.  It is the seller’s best chance to generate interest in the business and help buyers understand the company’s potential.

It is obviously crucial to focus on the best aspects of the business, but it is equally important not to leave out any potentially negative features.  Everything needs to be true and verifiable, and buyers will lose interest if they discover hidden problems further down the line.  Of course, there may also be benefits that are not immediately obvious from the financial information.  Revealing both the good and the bad demonstrates the benefits of purchasing the company while also demonstrating to the buyer that the seller is trustworthy and that there will not be any surprises later on.

The selling memorandum should be prepared by a well-experience M&A advisor.  This way, the seller can make sure that its selling memorandum conveys all the information a buyer will need to make an offer that will excite the seller.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Importance of Due Diligence

Due diligence is a critical part of any deal. However, this is not just a time for the buyer to research the seller.  It is equally important that the seller research the buyer.  If a deal falls through because of problems with the buyer performing, e.g., a lack of funding, the seller will have wasted both time and money.

Typically, due diligence is performed after a Letter of Intent (“LOI”) has been executed by both buyer and seller.  This process usually takes 30-60 days or sometimes longer if there are complicating factors.  This is a time for the buyer to ensure that the company they are buying meets the standards the seller claims it does, i.e., that it matches what is stated in the selling memorandum and subsequent management meeting(s).  If the information does not match, the buyer may negotiate a lower price, attach extra conditions to the sale, or pull out altogether.

It is in the seller’s best interest to ensure that due diligence is completed as soon as possible. Delays extend the transaction and could ruin the deal entirely.  Therefore, it is important to answer promptly any information requests from the buyer.  It is usually helpful to give the buyer access to the company’s CPA firm and attorney.  Most of the time, the selling company’s information is loaded into a virtual data room for the buyer’s review.  Sensitive documents should be coded so that they can only be reviewed, not copied or printed.  The most organized sellers set up the virtual data room before executing the LOI to save time.

Any negative information about the company should obviously not be emphasized.  At the same time, it shouldn’t be hidden.  The seller always makes a mistake when they assume the buyer won’t discover some weakness.  That’s the classical mistake of underestimating your opponent.  The seller should always assume that the buyer will discover this information during due diligence and will wonder what else the seller is hiding.  That usually slows the transaction down and results in the buyer increasing the size of the escrow or adding onerous terms to the Definitive Agreement.  Even if the information remains hidden, it will likely come out after closing, and that will cause the buyer to withhold payment of the escrow or other deferred payments based on the grounds that the business was misrepresented.  Instead, the seller should be upfront with any problems the company has and should indicate potential solutions.  A well-qualified financial advisor will know how to present this type of information.  Let’s face it, 10Ks and many other documents contain negative information that is presented in such a way that it’s not enough of a problem to dissuade someone from investing.  This is the same issue.

To avoid wasting time and before executing a LOI, it is the seller’s responsibility to make sure that the buyer has the financial wherewithal to purchase their business.  Additionally, the seller should ensure that the buyer will be able to run the business once they have purchased it.  If there are red flags, the seller should adjust the payment structure accordingly to make sure they are getting the best deal possible.  Both the buyer and the seller need to do their due diligence to make sure the transaction closes on or close to the scheduled timing.  That way, both buyer and seller achieve success, which is the ultimate goal.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

M&A - Researching Potential Buyers

When selling a company, it is always important to research potential buyers, even before launching the transaction.  This information can then be used to shape the seller’s strategy when preparing for the transaction.  By determining what a buyer wants to accomplish by purchasing the company, the seller can be sure to highlight the aspects of the company that will especially appeal to that buyer and other buyers.

Researching a company is not difficult and is always beneficial.  For publicly traded companies, SEC-required reports are available to the public online.  A Google search on the company, its products, and its officers will yield helpful results.  Other databases, e.g., LinkedIn and the company’s website, are also useful sources of information.

Private companies pose more of a challenge as financial data is difficult to obtain, particularly in the US.  Nevertheless, some simple research can usually give one a feel for the size of a company.  For example, if the company has three 100,000 square foot facilities, one has to reasonably assume that their revenues are substantial.  Similarly, if the company has one small location, it portrays the opposite.  But one should never ignore that type of buyer.  Frequently, these companies have investors who are more than happy to put more money into the company for acquisitions.

An M&A specialist can also ask questions of the buyer and of others in the industry.  Finding out what businesses the buyer has purchased in the past, how they purchased them, their criteria for this particular purchase decision, and what they are looking for in a potential transaction are just a few questions that can be posed to find out more about the buyer.  Besides just gaining information, this can have the added benefit of determining if the buyer would be serious in making an acquisition.  A buyer with answers to these questions is more likely to be actually looking to make an acquisition, whereas a buyer who does not have answers is probably just shopping around and will be unlikely to make an offer.

Properly researching buyers has no downside; at the very least, knowing more about the buyer will make the transaction go more smoothly.  Furthermore, it may increase the chances of closing the deal and potentially even increase the valuation.  Thus, there is no such thing as knowing too much about a buyer.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Middle-market M&A activity, as measured by volume, was the lowest that it has been in 10 years.  By value, M&A activity in January was the lowest since 2009. 

There are many theories about why this is happening, for example, a volatile stock market, declining energy prices, rising interest rates, the slowing of China’s economy, and uncertainty caused by the US election process.  We would not deem this to be a trend unless we see this continue for a few months.

For sellers, multiples seem to be dodging this lower level of activity.  And, in the lower middle market, that is, companies with less than US$100 million in revenues, there seems to be plenty of interest, activity, and definitely no degradation of multiples.

As we’ve all noted, the Fed may not be able to raise interest rates, energy prices can’t fall much more, and an election won’t stop people from completing synergistic or opportunistic transactions.  Thus, there are plenty of good opportunities on both the sell and buy side.

If you’re interested in completing a transaction in 2016, either buy-side or sell-side, now is a good time to explore and develop objectives.

Founded in 1987, Versailles Group is a Boston-based investment banking firm specializing in mergers, acquisitions, divestitures, and cross-border middle-market transactions.  Versailles Group has closed transactions in all economic environments, literally around the world.  Versailles Group provides clients with both buy-side and sell-side M&A services, and has been completing cross-border transactions since its founding in 1987.

If you are interested in discussing your M&A objectives, please do not hesitate to contact us. 

Donald Grava
Founder and President
+1 617-449-3325 (Direct)

When considering the sale of a business, it is very easy for a business owner to be pessimistic about its value.  This is definitely a mistake, particularly because it can cause a potential seller to miss out on potential opportunities.

It may be ironic that I founded an M&A boutique firm to help people sell businesses; however, my own father, when I was young, who owned a small chain of variety stores, decided to close the business rather than sell it.  He sincerely believed that no buyers would be interested.  Mind you, he didn’t test that theory; however, he thought he was right.

A business owner should never assume that his or her business is too small to be of interest to a large company.  It is important to remember that there is a difference between the financial value as portrayed by the financial statements and the market value.  The market value includes more than just how much the company is worth monetarily.  It includes the value of intangible assets like customer base, distribution network, location, having a unique service or product, having loyal customers, and having name recognition, along with steady growth and profits.  These and other factors always contribute to a company’s value but are not always easily quantifiable.

Additionally, just because a company has mediocre recent financial results does not mean it will not sell.  Buyers will look at the future of the company and make an assessment of its potential.  This is especially true when the economy is in a down cycle.  It is also important for the seller to accurately analyze the business’s true financial position, marketability, and potential.  A good M&A advisor will know how to do this quickly and accurately.

For a company with modest financial results, it is important not to oversell the company, as buyers may pull out if they feel the results are unsustainable or the revenue and profit projections are unrealistic.  When pursuing the sale of a company, one must strike a balance between underselling the company and missing out on potential buyers, and overselling it and scaring off or losing potential buyers during the sales process.  Once again, a good M&A advisor can help strike the necessary balance.  The advisor can also provide value-added by finding the “right” buyer who will understand the value and potential of the company for sale.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.