To the investment advisor managing a client’s portfolio, the world of mergers and acquisitions may appear to exist in another galaxy, far far away. Beyond assessing the impact of headline-grabbing M&As on your client’s investments, you may see little need to understand the mechanics of an acquisition, much less expect to have a close encounter with one. But if your client owns a business, nothing could hit closer to home.
Should the client decide to sell, that enormous illiquid asset could suddenly be converted into a sea of cash crying out for allocation. It is perhaps the most momentous financial event you or your client is ever likely to face, of far greater magnitude even than an inheritance. Fail to prepare and you could lose your client at precisely the moment the relationship becomes exponentially more valuable.
Even in a down market, the volume of deals is staggering, and the astute advisor will prepare for the eventuality of a sale by understanding:
- the market
- the factors influencing valuation
- the proper role for the investment advisor
- the sale process
By acting on that knowledge early in the sale process or, preferably, being among the first to suggest a sale, especially where most of the client’s net worth is tied up in the business, the proactive advisor can not only make sure that the windfall investment opportunity isn’t lost to a competitor but also see to it that the client is being well served before, during, and after the sale.
Understanding the Market
The challenge for you is not simply to look for the most propitious time to sell and suggest it to your client, but to understand both the market and your client’s needs.
Such a sale is more than a remote possibility. There are about 10,500 deals annually in the United States. The overwhelming majority, some 80%, take place in the middle market–companies valued at $500 million or less. While these deals may fall far below the radar of the media, this is a big business in aggregate: Those deals are worth approximately $1.2 trillion annually.
The acquisition market is closer to home in another way as well. About 85% of middle-market deals involve U.S. companies making strategic acquisitions (see sidebar on page 87).
That market is cyclical. At the peak of the cycle, middle-market companies can sell for as much as seven to nine times their cash flow, versus five to six times their cash flow at the bottom of the market. Currently, we stand at the beginning of a down cycle, with a decline of 5% in terms of deal count from 2006, a trend likely to continue for the next three to four years.
Although valuations will inevitably be lower, on average, during a down cycle than an up cycle, that doesn’t necessarily mean that your client shouldn’t sell. On the contrary, companies that buck the cycle by continuing to grow can command a premium during this part of the cycle in an M&A process. Moreover, your client may be at a time of life when he or she is ready to sell, no matter the state of the overall market.
Factors Affecting Valuation
In addition to where the market stands in the cycle, a number of other general factors will affect the valuation of your client’s business. For one, the state of the economy, particularly its prospects for growth, inevitably figures in. Further, the amount of money in the hands of buyers can also drive the market up or down. Today, for example, private equity firms are awash with cash, with close to $250 billion in unleveraged equity capital that has been raised over the past three years. In fact, at no time in history have private equity firms had so much fresh capital that needs to find a home. Unlike strategic buyers, private equity buyers have a finite period of time in which to deploy funds–typically within five years of raising the funds–or they have to return the capital to their investors.
How an industry is perceived–not how it has actually performed, but how it’s viewed in the marketplace–can also make some businesses more attractive than others. For example, companies in the media and entertainment industry, despite weak and variable financial performance, often yield a premium price. In some industries such as technology, oil and gas, and agriculture and food, sale prices are actually trending upward.
By far the most decisive factors that affect the valuation of a particular company are internal. Prospective buyers will look closely at the company’s growth rate and at its profitability, from gross margins to cash flow margins to free-cash-flow margins, and compare those margins to industry averages to see if the company is underperforming or outperforming its industry peers. They will also closely evaluate the company’s proprietary services or products, including its patents, trademarks, brands, and all of the other barriers to entry by potential competitors. The higher the barriers your client has created, the higher the value of the company.
The quality of the company’s management is of paramount importance. In a competitive world where the playing field has been leveled by technology, globalization, and labor and supply arbitrage strategies, one of the few remaining differentiators among companies of all sizes is the quality of their management. Financial buyers like private equity firms almost always want the owner and key managers to stay on after the sale. These buyers realize that nobody knows the business better and depend on them to deliver the returns on invested capital promised to the private equity group’s investors.
Usually, of course, the seller is also the CEO of the company. Whether she is ready to cash out or is willing to continue to lead the company can certainly affect the valuation in situations where the buyer wants to retain key executives. Again, understanding and managing the psychology of the seller is critical for a smooth selling process in which all sides understand each other clearly.
The Role of the Investment Advisor