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Alternative Lending: Non-Dilutive Growth Capital

For many business owners, a large portion of their net worth is tied up in a single asset: their company.  This can be an unsettling situation, especially for those that may not have the time or inclination to ride out the next downturn before seeking a full sale.  Increasingly, there are options available to business owners to diversify net worth or add growth without having to sell or give up control.

As frothy M&A markets drive ever higher exit multiples, investors continue to expand into additional segments of a company’s capital structure providing more financing alternatives and flexibility. Private equity funds continue to raise capital and the buyout market is sitting on a record $1.6 trillion of uninvested capital according to Pitchbook.  We are experiencing one of the strongest seller’s markets in history.  As a result, investors are looking for alternative methods for deploying capital.  Traditional PE groups are raising minority equity and yield driven funds.  A record $97.2 billion in debt funds were raised in 2017 compared to a low of $17.2 in 2009.  Including the $69.6 billion raised in 2018 the estimated amount of alternative debt funding waiting to be invested now totals $208.9 billion according to Pitchbook.

There has always been a market for alternative lending (non-bank financing) but the focus had generally been on turnaround situations.  More often we are seeing this source of capital being used to finance healthy, growing companies.  General debt and direct lending funds have outpaced distress debt funds in amounts raised, accounting for more than half of total new debt funds.  Lenders have expanded from traditional asset based and mezzanine lenders to include more unitranche, 2nd lien, and hybrid equity options.  Mezzanine and 2nd lien lenders provide junior capital that is subordinated to traditional bank debt.  The lenders work together through a negotiated intercreditor agreement.  In some cases, a one-stop solution might make more sense.  Unitranche facilities offer a similar ability to borrow more capital than a bank will typically provide with an interest rate that ranges somewhere between bank and subordinated debt, often designed to match the overall blended rate of the two separate facilities.  Hybrid solutions include preferred equity securities with financial profiles very similar to alternative debt options.

Uses of Proceeds

Private equity firms are generally willing to have owners retain some ownership after a purchase but typically want majority ownership.  While these majority recaps are becoming very common, they don’t help business owners that would like to diversify their holdings but aren’t ready to concede control.  This is where the dividend recap comes into play.  The company would borrow money from an alternative lender in an amount larger than a bank would provide and use the capital to make a distribution to the business owners.  In this scenario, the business owner has achieved some level of diversification without ceding control of the business.  This can also be a solution when there are multiple owners that

have different objectives. The active owner can borrow or use minority equity to buy out passive owners.

Alternative lenders are also interested in growth situations, whether through acquisitions or organic growth.  In the case of acquisition, the lender will look to the combined earnings and capital structure of the companies post-acquisition to determine how much capital they can provide.  We also see situations where a company has unique organic growth opportunities but, without the proper capital in place, won’t be able to take advantage.  Alternative lenders have the ability to be more forward-looking than banks.  While banks typically base loans on trailing twelve-month financial information, alternative lenders may be able to finance based on new contracts or qualified growth opportunities.

Terms and Structure

In general, alternative lenders are willing to take on more risk than a bank, often lending an additional 1x EBITDA.  As a result, they will need to generate higher returns.  This comes in the form of higher fees, interest rates, and in some cases equity kickers such as warrants or preferred equity.  The trade-off for a borrower is additional flexibility.  While the interest rate will be higher, the loan is often amortized over a much longer period and is sometimes interest only.  This creates more cash flow to fund operations and growth.  In some situations, lenders will offer payment in kind (PIK) options for interest.  PIKs reduce the need for cash interest payments, further increasing cash flow.

Alternative lending options are not a fit for all companies.  Early stage companies with no track record of earnings or collateral will not meet necessary criteria.  As with private equity, the market for alternative lending options gets more efficient for middle market companies.  The number of lenders providing capital in amounts less than $10 million is reduced significantly.  That said, for companies that do qualify, alternative lending can be a great option for situations where additional capital is needed but owners prefer to minimize dilution and outside control.

Jon WileyJon Wiley

Jon Wiley is a Managing Director at The Forbes M+A Group, where he leads the firm’s capital formation practice. He has advised companies in a variety of industries including medical devices, food and beverage, energy, aerospace & defense, and technology. He has also advised numerous specialty lenders in sourcing debt and equity investments including facilities ranging to hundreds of millions of dollars.

The Sale of a Business May Actually Excite Employees

Many sellers worry that employees might “hit the panic button” when they learn that a business is up for sale.  Yet, in a recent article from mergers and acquisitions specialist Barbara Taylor entitled, “Selling Your Business?  3 Reasons Why Your Employees Will Be Thrilled,” Taylor brings up some thought-provoking points on why employees might actually be glad to hear this news.  Let’s take a closer look at the three reasons that Taylor believes employees might actually be pretty excited by the prospect of a sale.

Taylor is 100% correct in her assertion that employees may indeed get nervous when they hear that a business is up for sale.  She recounts her own experience selling a business in which she was concerned that her employees might “pack up their bags and leave once we (the owners) had permanently left the building.”  As it turns out, this wasn’t the case, as the employees did in fact stay on after the sale.

Interestingly, Taylor points to something of a paradox.  While employees may sometimes worry that a new owner will “come in and fire everyone” the opposite is usually the case.  Usually, the new owner is worried that everyone will quit and tries to ensure the opposite outcome.

Here Taylor brings up an excellent point for business owners to relay to their employees.  A new owner will likely mean enhanced job security, as the new owner is truly dependent on the expertise, know-how and experience that the current employees bring to the table.

A second reason that employees may be excited with the prospect of a new owner is their potential career advancement.  The size of your business will, to an extent, dictate the opportunities for advancement.  However, if a larger entity buys your business then it is suddenly possible for your employees to have a range of new career advancement opportunities.  As Taylor points out, if your business goes from a “mom and pop operation” to a mid-sized company overnight, then your employees will suddenly have new opportunities before them.

Finally, selling a business could mean “new growth, energy and ideas.”  Taylor discusses how she had worked with a 72-year-old business owner that was exhausted and simply didn’t have the energy to run the business.  This business owner felt that a new owner would bring new ideas and new energy and, as a result, the option for new growth.

There is no way around it, Taylor’s article definitely provides ample food for thought.  It underscores the fact that how information is presented is critical.  It is not prudent to assume that your employees may panic if you sell your business.  The simple fact is that if you provide them with the right information, your employees may see a wealth of opportunity in the sale of your business.

Copyright: Business Brokerage Press, Inc.


Rise of Management Buyouts

What You Need to Know About the Rise of Management Buyouts

A management buyout (MBO) is when a business’s management team purchases the company, usually by relying on both private and external finance. MBO offers a sound alternative to a trade sale. These buyouts have steadily risen over the past few years. Here’s what you need to know about this alluring M&A option.

Management Buyout Statistics
Management buyouts were most prevalent among tech companies last year, constituting 20% of deals. Eleven percent of industrial deals featured management buyouts, compared to 9% in manufacturing. This year’s highest-profile MBOs include Pizza Hut and Holiday Extras.

The Role of Political Uncertainty in Management Buyouts
Political instability undermines M&A activity, but it may have the opposite effect on management buyouts. In Britain, the General Election of 2017 prompted a surge of deal activity, as owners sought to counter risk in the wake of governmental uncertainty. In the U.S., disruption is also figuring prominently in the political landscape. Companies may feel more comfortable handing the reins over to managers, and would-be entrepreneurs may be more interested in buying companies they already know well rather than striking out on their own.

Ample Funding Availability
The availability of significant funding is also a major contributor to the surge in management buyouts. Equity and debt funds, as well as both traditional and challenger banks, are often willing to fund these buyouts. With more competition in the funding space, there’s been a major boost in the number of transactions.

Private equity firms have an abundance of cash on hand, leading to record-breaking funding at the end of 2018. With mounting pressure to put their capital for work, PE has an insatiable appetite for deals, and a tendency toward favorable valuations.

Management buyouts temporarily slowed in the wake of the financial crisis, as business owners delayed their exits in the hopes of bigger future values. Over the last few years, these increases in value have come to fruition. Though political uncertainty remains a factor, there is healthy growth in sales in the UK and the US. When there is more certainty about this process, companies can expect a bonanza in M&A activity, and especially in management buyouts.

An Eye to the Future
2018 was a banner year for management buyouts. Despite a slight downturn in activity this year, deals will likely continue at a healthy pace. As uncertainty remains an issue on both sides of the pond, the appetite for MBO remains healthy. Funding options and conditions will likely remain favorable. Of course, there’s no certainty in future predictions, and the best time to sell may be now.

Letter of Intent 101: Everything You Need to Know

When private companies are sold, the parties often sign a letter of intent to ensure that they agree to basic terms. Negotiating this document can save time and avoid wasted effort. Here’s what you need to know.

What is Included in a Letter of Intent?

A letter of intent (LOI) typically includes:

  • Sale price
  • Adjustments to the purchase price based on whether the deal will be cash, seller financed, etc.
  • The structure of the transaction
  • Timeline for due diligence and negotiations
  • Escrow to secure the seller’s obligations and the length of time escrow will last
  • A timeline for the period of exclusivity
  • Details about access to key records so the buyer can undertake due diligence
  • Scope of significant representations and warranties
  • How third-party contracts and agreements with employees will be handled
  • Each party’s confidentiality obligations
  • How disputes will be handled
  • Under what circumstances the agreement may be terminated

LOIs can be long or short-form. Longer form are more comprehensive and legally detailed. They hammer out key deal terms well in advance, but demand a lot of upfront effort. Short-form LOIs are easier to negotiate and set general deal terms, but offer less protection against a deal falling through because of a fundamental disagreement over key deal terms.

What Type of LOI is Best?

A long-form LOI is typically best for the seller. This is because once the letter is signed, leverage in negotiations transfers to the buyer. The more terms a seller can iron out ahead of time, the better. Buyers are more likely to offer concessions in a competitive bidding process—before the LOI is signed.

The buyer’s perspective is exactly the opposite. Buyers generally seek a short-form LOI with a long period of exclusivity. In most deals, the parties must ultimately balance these competing demands.  

Binding or Non-Binding?

LOIs are not typically binding, or may be binding only for key provisions. In either scenario, the agreement must be clear about what is and is not binding. It’s common for terms such as confidentiality, deal exclusivity period, dispute resolution, and expenses to be binding.

An exclusivity period will be especially important to the buyer, since this gives the buyer time to undertake due diligence without fear that doing so might harm the deal.

Other Deal Terms

In addition to obvious factor like price, the LOI should also spell out other important terms, including:

  • Whether stock is part of the deal
  • The interest and principal payments associated with any promissory note
  • Whether there will be a working capital adjustment
  • Whether there will be an earnout, and what its terms will be
  • Dates by which key deal steps should be completed
  • The specific terms of any planned indemnification agreement
  • A full and thorough disclosure schedule
  • Conditions to closing
  • Agreements about an escrow or closing agent

Evaluating Your Company’s Weaknesses

The time you spend evaluating your company’s weaknesses is, as it turns out, one of the single best investments you can hope to make.  No one should understand your company better than you.  But to fully understand your company, it is essential that you invest the time to understand your company’s various strengths and weakness.

Your company, from the beginning, has been an investment.  It’s an investment in your time, your mental energy and, of course, your financial resources.  The time and effort you expend to locate, understand and then fix your businesses’ weaknesses is time very well spent.  Addressing and remedying your businesses’ weakness will not only pay dividends in the here and now, but will also help get your business ready to sell.  Let’s turn our attention to some of the key areas of weakness that can cause some buyers to look elsewhere.

An Industry in Decline

A declining market can serve as a major red flag for buyers.  You as a businessowner must be savvy enough to understand market situations and respond accordingly.

If you spot a troubling trend and realize that a major source of your revenue is declining or will decline, then you must branch out in new directions, offer new goods and/or services, find new customers and also find new ways to get your existing customers to buy more.  Taking these steps shows that your business is a vibrant and dynamic one.

You Face an Aging Workforce

It has been well publicized that young people, for example, are not entering the trades.  Many trades such as tool and die makers will be left with a substantial shortage of skilled workers as a result.  No doubt, technology will replace some, but not all, of these workers.

This is an example of how an aging workforce can impact the health and stability of a business.  If your business potentially relies upon an aging workforce then it is essential that you find a way to address this issue long before you put your business up for sale.

You Only Have, or Primarily Rely Upon a Single Product

Being a “one-trick pony” is never a good thing, even if that trick is exceptionally good.  Diversification increases the chances of stability and can even help you find new customers.  Additional goods and services allow you to weather unexpected storms such as a supply chain disruption while at the same time provide access to new customers and thus new revenue.

The Factor of Customer Concentration

Many buyers are concerned about customer concentration.  If your business has only one or two customers, then your business is highly vulnerable and almost every prospective buyer will realize this fact.  While it is an investment to find new customers, it is well worth the time and money.

A business broker can help you evaluate your company and, in the process, address its weaknesses.  Remedying your businesses weakness before you put your business up for sale and you will be rewarded.

Copyright: Business Brokerage Press, Inc.


Why Debt Funds Are the New Industry Darling

With a booming M&A market, traditional investors have competed to get into the hottest PE funds, leading to record capital raises. Now institutional investors have set their sights on another opportunity: private credit funds.

Following the financial crisis, banks essentially shuttered their lending arms. Others trickled in to fill the void, with financial companies leading the way at first. Now all kinds of firms use private credit tactics. Though interest as risen for years, it reached a frenetic pitch in 2017. Fundraising soared more than 35%.

Big private equity firms such as KKR, Apollo, and The Blackstone Group have eagerly made their presence known in the space. After all, debt is in high demand among PE deal-makers. It offers solid returns, with few regulations. The debt market has exploded over the past eight or so years. When banks pulled back, it left skilled lending teams without a home. Many joined up with new financial institutions and started new lending arms.

Over the past few years, middle market private firms are showing an increased interest in private credit. H.I.G. Capital’s Whitehorse Capital, for instance, closed on $1.1 billion in direct investing 2017.

Businesses will always need loans. Institutional investors want in on these money-making opportunities. Gryphon Investors, middle market PE firm, closed its first fund, Gryphon Mezzanine Partners LP, with $100 million.

The big challenge here for PE firms is having potential competitors as creditors. The situation is volatile, and rapidly changing. Information leakage can be a problem, and debt and equity sides of the house must build Chinese walls that work well.

Insurance companies are also growing abundantly in the space. While some already have lending capabilities, many are growing their offerings. Manulife Financial Corp. expanded in 2017 to offer senior credit to the middle market. The insurance company.

Numerous insurance companies were active in mezzanine finance for years. These larger offerings are a natural extension of what they have done for a long time. It makes good financial and logistical sense. The big fear is that some of these new groups have not managed a fund through a financial crisis. Markets aren’t the same as what they were during the last financial crisis. So things feel different, but the next crisis will come. And it may be horrible. Many new lenders might not have the experience necessary to manage it.

With more debt available than ever before, markets just feel different. The parties at the highest risk are different, too, creating a false sense of security for some players. It’s no longer deposits and banks that are at risk. Now the risk rests with institutional investors in the lending market. They should be better able to assess and manage risk. But too much leverage is never wise. Adding more debt onto the pile of debt never lowers risk.

Some Driving Trends in M&A

The consumer goods space is humming with acquisitions over the last few years. There are no signs it will slow down, but it may change. Private-equity and mega-backed deals are increasing in number.

In addition to these players, we’re also seeing the role of shifting consumer desires. A strong interest in healthy, organic living is driving some conglomerates to really change their portfolio. This trend is likely to escalate over the next few years, as more and more consumers get on the health bandwagon.

Noteworthy Transactions
The May, 2018 acquisition by PepsiCo of Bare Foods Co. from PE firm NGEN Partners brought “healthy” carrot and banana chips under the Frito-Lay umbrella. PepsiCo previously acquired Off the Eaten Path, creator of Veggie Crisps.

The goal of many such mergers is to marry healthy living with an affordable price point and accessible products. The Honest Company, for instance, recently announced a $200 million strategic minority investment from PE firm L Catterton. Honest offers a brand that stands for something, but at a price point that’s accessible to a large number of consumers. We’re going to see more growth in businesses like Honest.

Risky Business for Larger Conglomerates
Organic and natural businesses may thrive when they’re small, but they don’t always do well under large conglomerates. Campbell’s presents a cautionary tale. It’s Campbell’s Fresh line has struggled following its 2012 acquisition of Bolthouse Farms and 2015 purchase of Garden Fresh Gourmet.

Distribution poses some unique challenges. The one-size-fits-all approach that works so well in prepackaged food is exactly what many health-conscious consumers with to avoid. Consumers may also be attracted to the unique messaging, small size, and independence of organic brands. They’re less drawn to large corporations. Large companies specialize in driving down costs and accelerating distribution. This is what consumers dislike about large companies, so it’s important to balance convenience with the mission of the original brand.

Effects on the Lower Middle Market
Companies in the lower middle market with “kitchen cook” owners, clean eating missions, and novel formulations are thriving. So too are personal care products with an earth-focused and health-driven mission. We’re witnessing an elusive breaking point where companies transition from home businesses to million-dollar-plus companies with penetration across multiple channels.

As with larger deals, integrity of the original brand is key. The found must remain present, and that means significant rollover equity and seller financing. This improves financial leverage, but it also maintains brand alignment and protects customer loyalty.

Larger brands are unlikely to reach down for smaller brands. This may be a good thing, since smaller companies must ensure the acquirer offers a good cultural fit. Family businesses are often a good starting point, since they have the flexibility to pursue smaller companies, and can generally preserve the integrity and story of the brand.

In this segment, as in all others, quality and price are key. The product must be better than something out there at a lower price point if it is going to thrive.

What Value Does an Investment Banker Add?

It’s the age old question that every investment banker must eventually answer: what value do you add? As with every other profession, investment bankers must justify themselves. If you’re selling a business, an investment banker is worth their weight in gold. They confer significant value, and can expedite the transaction while alleviating owner stress.

Yet many investment banking firms continue to advise that advisory is a dying art. They point to dedicated corporate teams that now shepherd the M&A process to perfection. They emphasize that these teams are often cheaper than outside advice. We don’t think investment banking is dead yet, or that it ever will be. Here’s what you need to know about this age-old art.

The Value of an Investment Banker

The process of selling a business involves much more than just finding a buyer and negotiating a price. The timeline from initial decision to closing ranges from weeks to months, and occasionally even years. You must negotiate all aspects of the deal, submit to due diligence, and ensure that the deal is a good fit for all parties.

That’s more than most owners can do on their own. Moreover, they will be working with a deal partner who may have significant experience at purchasing businesses, and who almost certainly has the benefit of a professional advisory team. That’s a decidedly lopsided equation. Owners go it alone—or use only in-house support—at their own peril.

Even assuming an owner can competently negotiate a deal on their own, there’s much to be lost. The demands of negotiating a deal are destined to distract an owner from the daily requirements of running the business. This can ultimately thwart operations and undermine value. In most cases, the cost of hiring an investment banker is far less than the money, profits, and time you stand to lose if you go it alone.

Why Your Advisor Must Justify Their Existence

The right M&A advisor confers significant value. That doesn’t mean you should hire the first person who comes knocking. The goal should be to find someone with deep industry connections to whom they can shop your business. You need a deal-making expert who can offer—and demonstrate—significant value. Put simply, your investment banker must be able to clearly explain why you need them. Some questions to get the conversation going include:

  • How many deals have you closed in the last three years, and at what value?
  • What is your specific plan for my business?
  • To whom do you hope to sell this business? What is your marketing plan?
  • What value do you bring to the table?
  • Can I speak to references?
  • What do you think is a reasonable value?
  • What specific tasks will you help with?

Finally, you must choose someone with whom you like working with. You’re not in the market for a best friend, but you will be spending significant time together. Ensure this is a person whom you can tolerate. Intuition and the right “fit” both matter.


Four Ways to Bring Significant Value to an Add-On Deal

Add-on acquisitions are more popular than ever, but they present a serious conundrum at integration. While deal partners may talk of synergies and cost savings, there may be little factual basis on which to identify what and whom to keep. Each company’s financials offer a good overview of operational capabilities, but many other tools offer better insight into integration and growth opportunities.

Add-ons have historically been used to promote inorganic growth, offering an immediate infusion of revenue to an existing platform company. In most cases, you’re purchasing intellectual property or market share that offer more cash and a chance to edge out competitors.

Here are four key areas that offer valuable growth from an add-on:

Know the Culture
When merging two different companies, you must know the corporate culture of each. Cultural fit issues are the most common reason mergers fail. It’s important to identify areas of cultural fit and shared values. Areas of possible difference are equally important to understand. The most successful mergers take the most appealing aspects of each company’s culture. Ideally, your staff’s lives should be better following the merger, and your customers should notice a positive shift in cultural change. A more restrictive working environment, fewer benefits, less pay, and a de-emphasis on customer needs are all cultural shifts that can add up to disaster.

Know the Brand
When you acquire a brand, you must have a clear understanding of the value it offers. This is doubly important if you anticipate a rebranding effort. Companies to often rebrand, only to find that the discarded brand had greater loyalty and more market penetration than the new brand they haphazardly implemented.

Know the Team
When you merge two different operations, you must determine who has the strongest and most compelling customer relationships before moving people around. The strongest players aren’t necessarily the most highly paid or respected. Instead, look at relationships and results, then plan accordingly.

Be Inclusive and Fair
The merger should make everyone’s life better, so if staff or customers feel you’re being unfair, you’re in for a rocky ride. The integration team should include vested, knowledgeable, committed players from both entities. The process should not be one size fits all. It’s equally important to recognize the value of diversity. The perspective of a single race or gender cannot possibly take into account all perspectives. You need people from a wide variety of backgrounds, or you’ll miss important information and make costly mistakes that lose you customers. Work toward consensus, not authoritarianism, in your change-management approach.

The Lower Middle Market: An Explosion of M&A Activity

The entire middle market is witnessing a flurry of M&A activity, with much of this activity concentrated in the lower middle market. Sellers are seeing strong markets with high valuations. Multiples are at an all-time high—often seven times EBITDA.

Understanding the M&A Explosion
Numerous factors have birthed the new, frenetic pace of M&A activity. There’s a lot of capital in the market right now. Lending markets have also added fuel to the fire, with debt multiples reaching 4.2 times EBITDA on the senior side, and 3.4 times EBITDA in lower middle markets. Buyers are now willing to over-equitize transactions. So lower middle market businesses with a decent story can get record high valuations.

Strategic acquirers also play a role in the surge. They’re moving down market in search of good deals. In many cases, they’re seeking add-ons for platform companies they’ve purchased at high valuations. About half of all global buyouts are add-ons. In the US, add-ons comprised 70% of first quarter buyout activity.

Creating Value in Today’s Marketing
The buy and build strategy is one of the most popular for creating value. But even long-term business owners can capitalize on this strategy by building their company into something valuable, or positioning themselves as either add-ons or platform acquisitions.

Just like with real estate, though, this bubble could burst. Even low-quality deals are getting bid up to high rates. So when there’s a downturn, high quality assets will survive. Lower quality ones will struggle. If buyers aren’t able to grow their assets, their could be a nasty downturn.

When Will the Tide Turn?
While owners are loving the boom, buyers hope that things will stabilize. The market is competitive. Everyone is seeking to buy, and buyers must remain disciplined. This may mean passing on companies because the price is just so high. With larger funds so well capitalized, smaller buyers just can’t compete.

Most analysts see little indication that the tide will soon turn. The traditional signs of a slow-down are absent—which is good news for owners. While the growth of private lending in the lower middle market would traditionally be a red flag, there’s little reason to believe things won’t continue the way they have. There’s no underlying reason for them to stop. Of course, the economy operates according to boom and bust cycles, so it must end soon. We just don’t know when—or why, or how.

The rule has always been that, when lower middle market companies meet a certain benchmark, their multiples go up. The increase today is more significant. Buyers are purchasing smaller and smaller businesses and merging them together. This can mean increasing value from 5-6 times EBITDA to as much as 10 times EBITDA. Sellers love it. Small buyers hate it. And this leaves analysts to look at the big picture—what will happen next? What about the low quality businesses that will eventually tank? A change is coming, but it could be years away.