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The M&A Process 2014 COMPLETE GUIDE TO MIDDLE MARKET M&A POWERED BY AXIAL POWERED BY AXIAL 1 POWERED BY AXIAL 2 Introduction Dear Readers, Thank you for downloading The Complete Guide to Middle Market M&A 2014. This ebook is a collection of the most valuable and popular articles published on Axial’s Forum. The included content, written mostly by fellow deal professionals and business owners, discusses the key trends in the middle market and best practices for navigating the transaction process. The 75+ below articles reflect the diversity of the middle market community and cover a wide range of topics and themes. As a result, this ebook is divided into seven chapters: Chapter One: Hiring an M&A Advisor Chapter Two: Finding the Best Buyers Chapter Three: LBO Essentials Chapter Four: Leveraging Technology Chapter Five: Completing the Best Transaction Chapter Six: Trends Shaping the Middle Market Chapter Seven: Valuation Best Practices Thank you to all authors, thought leaders, and Axial members that share their insights on Forum. For more information about Forum, becoming an author, or Axial membership, please send an email to: [email protected] Happy reading, Billy Fink Editor, Axial Forum POWERED BY AXIAL CHAPTER ONE: HIRING AN M&A ADVISOR M&A Advisors: The Overlooked Value Maximizer .............................................................6 How to Write the Investment Banking Engagement Letter .........................................8 Understanding Investment Banking Fee Structures ......................................................10 CHAPTER TWO: FINDING THE BEST BUYERS Should You Keep Your Sellside Process Narrow? ............................................................14 Should Your Buyer List Include Financial Sponsors? .....................................................14 5 Differences Between Financial and Strategic Buyers .................................................16 How Family Offices Approach Direct Investing ............................................................... 17 Family Offices: Fact vs. Fiction .................................................................................................18 Table of 5 Reasons to Sell to a Family Office .......................................................................................19 CHAPTER THREE: LBO ESSENTIALS Contents Inside the Leveraged Buyout Deal Process (Part I of III) .............................................22 Inside the Leveraged Buyout Deal Process (Part II of III) ........................................... 24 Inside the Leveraged Buyout Deal Process (Part III of III) .......................................... 26 How Private Equity Screens for LBO Candidates........................................................... 29 CHAPTER FOUR: LEVERAGING TECHNOLOGY What Do 89% of CEOs Do Before Talking to You? .........................................................32 Does It Matter That KKR Joined Twitter? ............................................................................34 Social Media: An Overlooked Business Development Tool ........................................35 How to Secure the Best Talent for Your Firm...................................................................36 Survey Says: Business Owners Use Technology to Find Capital ...............................37 CHAPTER FIVE: COMPLETING THE BEST TRANSACTION 9 Things Every Business Owner Needs to Know Before Selling ..............................40 Why IT Due Diligence Should Be a Critical Part of Every Deal................................. 42 3 Things to Remember Before Signing an NDA ...............................................................43 7 Pitfalls to Avoid Between LOI and Deal Close ..............................................................44 Key Learnings from a Successful Search Fund ................................................................46 5 Common Mistakes to Avoid When Raising Capital .................................................... 47 Should You Be Conducting Values Due Diligence? ........................................................49 8 Negotiation Techniques When Buying & Selling Companies ................................50 3 Ways to Keep Customers after an Acquisition ............................................................. 51 CHAPTER SIX: TRENDS SHAPING THE MIDDLE MARKET The Evolution of LP/GP Relationships: Moving Closer to the Deal .........................54 Could Freelancing be the Future of M&A? .........................................................................55 Should Business Brokers be Franchised? ............................................................................56 Will IPOs Ever Return to the Middle Market? ....................................................................57 What Increasing Secondary Deals Means for the Middle Market ............................59 What the SEC’s No-Action Letter Means for M&A Brokers ......................................60 Why the Traditional Search Fund Model is Changing....................................................61 What is an Evergreen Fund Structure? ............................................................................... 62 Two Trends Shaping the Future of Mezzanine ..................................................................63 Zombie Funds: How the SEC is Arming Itself Against the Undead ........................64 CHAPTER 7: VALUATION BEST PRACTICES 3 Methods for Valuing Your Business ...................................................................................68 The Widening Valuation Gap ...................................................................................................69 How to Improve the Value of Your Company Without Borrowing a Dime ........70 5 Key Value Drivers When Selling a Company ................................................................... 71 To Maximize Valuation, Look to Sustainable Top Line Growth .................................72 Valuing Platform Companies vs. Add-Ons: The New Art of Negotiating .............74 POWERED BY AXIAL 12 Critical Valuation Questions to Ask When Investing in Distressed Assets .....77 POWERED BY AXIAL 5 CHAPTER ONE: HIRING AN M&A ADVISOR M&A Advisors: The Overlooked Value Maximizer By Dan Lee | June 10, 2014 One of the biggest mistakes CEOs make when selling their business is underestimating the value that a seasoned and qualified M&A advisor can bring to a transaction. All too often, business owners reduce the role of M&A advisor to a glorified networker. It’s little surprise, then, that so many entrepreneurs are dismissive of seemingly exorbitant fees charged by advisors for what they perceive to be very little work. With few exceptions, this understands your personal goals, and concern for company legacy, concern misconception couldn’t be further can help you undertake the strategic for management team, etc. — can from the truth. While it’s certainly planning efforts that will help you change the nature of the process. An possible for business owners to sell achieve them. advisor knows the different strategies their company on their own, they’ll of each buyer type and can help align likely make (very) costly mistakes your interests with theirs. Valuation throughout the transaction process. Valuation expectations will need to be a These mistakes can be avoided large part of your initial conversations Timing by hiring an M&A advisor. In fact, with an advisor. While your personal Many business owners often pursue M&A advisors play a critical role goals in a transaction may not be a sale for reasons that have nothing throughout the sale process that limited to value maximization, your to do with the business. Perhaps they sellers often overlook. advisor will try to understand your are burned out and want to retire, or Here are the critical ways in which expectations, adjust them as necessary, unexpected personal circumstances the right advisor can more than earn and let you know what else you might have accelerated their transaction their fees: need to do to meet your valuation goals. timeline. Whatever the catalyst, these Valuation is a careful equation of the situations can be dangerous, eventually UNDERSTANDING YOUR GOALS buyer, the timing of the transaction, the causing the business owner to sacrifice AND STRATEGIC PLANNING (6 state of the business, industry-specific transactions goals for expediency. MONTHS – 3+ YEARS) trends, and macro trends. Advisors have It is during these moments that an Though you might think you have a a sense of all of these factors and can experienced advisor can help balance pretty good idea of what a successful help direct the process to align with your the urgency created by personal timing exit outcome looks like, experienced valuation goal. issues with an outcome that still gets advisors can (and should!) make you a fair price for your business. you realize that there may be more However, this requires an established considerations than price when Post-Transaction Goals relationship and existing mutual selling your company. This is why it’s Business owners often have other understanding and trust. important to begin developing formal personal goals in a transaction that can relationships with advisors at least be just as important – sometimes more 2-3 years before you think you might important – than money. Each of these Determining the Ideal Process sell – it takes time to build trusted personal goals — including your desire In addition to helping a business owner relationships with someone who to stay after the transaction, earn-outs,
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