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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.

Search Funds: A New Option for Entrepreneurs

The Baby Boomer retirement boom is coming. In 2017, 36% of small business owners said they planned to change ownership in the next five years. Though traditional acquirers are eager to purchase these businesses, there’s a third option available: search funds. As a new generation of talented entrepreneurs graduate from elite business schools, many new graduates want to be Main Street CEOs instead of heading to Wall Street. So they’re eager to acquire small businesses.

One increasingly popular way for them to accomplish this end is via search funds. A decade or two ago, this was a strategy virtually no one was trying, and almost no one had even heard of. Now, they’re all the rage in business schools, with some MBA programs even creating search fund-specific programs. This strategy shows no sign of declining in popularity, and stakeholders on all sides of the M&A equation need to be aware of the increasing influence of search funds.

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So could a search fund be an option for fueling entrepreneurship? Here’s what you need to know about this option.

Search Fund Models
Search funds come in three basic forms: self-funded, traditional, and fundless sponsors. Traditional funds allow searchers to raise capital from an investor group seeking a company with specific agreed-to assets. Investors have the right of first refusal on deals the searcher finds.

Self-funded searchers finance their search efforts. When they find a deal, they then seek outside capital. Terms are negotiated for each deal, and deals are often funded via SBA loans.

Fundless sponsors raise capital from either a single source or an investor group. Fundless sponsors tend to be more experienced. They are knowledgeable at deal structure, and people often choose to back them based on prior experience.

Search Fund Education
As search funds become more popular, more programs are being created at business schools. Many students view search funds as less risky forms of entrepreneurship. They allow students to buy from retired founders, and to purchase businesses that are already tested. Students view this as inherently less risky. A combination of increased awareness, a willingness to experiment, and economic forces—such as retiring Baby Boomers—have increased student interest in these funds, and spurred business schools’ willingness to educate about them.

Will the Search Fund Trend Continue?
Search funds may seem like the latest and greatest trend. Most analysts think this trend will continue. The timing is right, and more business schools are educating and raising awareness about search funds. But the forces that drive search funds of the future may be quite different from those that have driven the current trend.

More business school graduates see older peers doing search funds at a large volume. On average, the results are good. That drives interest. There’s plenty of money out there to support a growth of search funds. With private equity returns diminishing, entrepreneurs are looking for higher returns. They’re turning to search funds to deliver on the promise of higher returns.

Successful Colorado Companies to Watch Alumni Event

Greenwood Village, CO, United States (May 22, 2018) – The Forbes M+A Group, a CCTW ambassador and sponsor, is pleased to announce another successful Colorado Companies to Watch event.

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Tactics for Maximizing Business Value Ahead of a Sale

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Axial’s recent article “Maximizing Your Business Value Before a Sale” gives insight into how to get the most out of a business sale. According to the article, the key to a successful sale comes in driving business value before selling the business. 

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Preparing Your Business for Sale? You Better Follow these Rules

The best way to generate the highest possible value for your business is to prepare for a sale long before the fact. BizJournal recently published “Top 5 rules on preparing your company for sale”, which encourages business owners to begin to plan for their sale beginning now. The article focuses on the following ‘rules’: 

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Winter 2017/2018: The Forbes M&A Group Newsletter

The Forbes M&A Group recently released its Winter newsletter for business owners looking to learn more about merger and acquisition transactions. This 8-page newsletter includes valuable information for executives wanting to learn more about selling a company, growing through acquisitions or buying a company. The original articles, written by our own team of experienced M&A executives and entrepreneurs, include:

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How to Improve the Value of Your Company

The first way is to have your accountant take a look at your accounting procedures and make recommendations on how to improve them.  He or she may also help in preparing financial projections for the coming year(s).  Getting your company’s financial house in order is very important in establishing the value of your firm.

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Can You Afford to Grow?

by Jon Wiley, Managing Director, The Forbes M+A Group

can you afford to growEconomic fluctuations over the past decade have caused many business owners to focus on their cost structure and run a more lean enterprise.  This effort has resulted in many companies making better margins and becoming more profitable even with a flattened revenue stream.  But there comes a point when there are no more costs to be cut and, if the company is to continue to improve, the focus has to return to growing revenues.  The question is: are your current financing arrangements capable of supporting that growth?

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Q3 2017: The Forbes M&A Group Newsletter

The Forbes M&A Group recently developed its inaugural newsletter for business owners looking to learn more about merger and acquisition transactions. This 8-page newsletter includes valuable information for executives wanting to learn more about selling a company, growing through acquisitions or buying a company. The original articles written by our own team of experienced M&A executives and entrepreneurs include:

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The Top 3 Key Factors to Consider about Earnings

earnings blog image.jpgTwo businesses could report the same numeric value for earnings but that doesn’t always tell the whole story.  As it turns out, there is far more to earnings than may initially meet the eye.  While two businesses might have a similar sale price, that certainly doesn’t mean that they are of equal value.

In order to truly understand the value of a business, we must dig deeper and look at the three key factors of earnings.  In this article, we’ll explore each of these three key earning factors and explore quality of earnings, sustainability of earnings after acquisition and what is involved in the verification of information.

Key Factor # 1 – Quality of Earnings

Determining the quality of earnings is essential.  In determining the quality of earnings, you’ll want to figure out if earnings are, in fact, padded.  Padded earnings come in the form of a large amount of “add backs” and one-time events.  These factors can greatly change earnings.  For example, a one-time event, such as a real estate sale, can completely alter figures, producing earnings that are simply not accurate and fail to represent the actual earning potential of the company.

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