Our client was a technology services provider with good profit margins, but which had experienced flat growth the previous 4 years. However, during those 4 years all of the company's long-term contracts had expired, and the company was successful in replacing them with new business. We made sure to convey this story behind the numbers to all prospective buyers. Our client's price expectation was 5x EBITDA (earnings before interest, taxes, depreciation and amortization). In the end the owner received six offers. Three of the offers came from private equity groups. One of the private equity groups already had portfolio companies in that industry, and the other two wanted to acquire our client as a platform. In all of these offers, the owner was offered cash for a majority of his stock, and was asked to keep a percentage of the ownership as an incentive to grow the business. The other three offers were from larger strategic buyers. In the end, our client accepted an offer from a strategic buyer, for three reasons: (1) the offer exceeded the owner's price expectations, (2) the buyer only required the owner to stay for a short (2 month) transition period after the sale was closed, and (3) the buyer's excellent reputation in the industry gave the owner comfort that his employees would be treated well after the acquisition was completed.
Our client was a foreign marketing corporation that engaged our firm to divest its US manufacturing subsidiary. The subsidiary's products were sold to end users in the US and a number of other countries. In addition, the subsidiary also sold a significant percentage of its products back to the parent company, which in turn marketed them along with many other products. Due to the nature of the industry, confidentiality was of the utmost importance to our client. Once we understood our client's goals, we prepared materials to document the complex intercompany arrangement, and marketed the business worldwide. Ultimately the divestiture was accomplished successfully with a multinational corporation as the buyer. As an added bonus, the seller received the contract to market its former subsidiary's products.
A Our client was a successful manufacturing and distribution company. The owner was still relatively young (around 40) when he engaged our firm to market his company. The owner made a good living from the company. However, nearly all of the owner's net worth was tied up in the business. We contacted a wide array of prospects, and the owner received offers from both financial and strategic buyers. While the strategic offers were at good valuations, in the end the owner accepted an offer from a private equity group. Under this structure, the owner was cashed out for a majority of his stock, and retained a significant share of the company. The buyer provided both expertise and capital to help the company grow to the next level. The goal is to ultimately to take the company public or sell it to a major strategic buyer. At that point the owner's retained shares should be worth far more than the shares he sold. This option allowed the owner to 'have his cake and eat it too'. The cash portion of the transaction was more than enough to secure the owner's future. At the same time he was able to participate in the company's growth and help create a second payday.
Our client was a distribution company that engaged our firm to market a subsidiary that manufactured products that were not related to its core business. The subsidiary had been acquired 3 years earlier and was highly leveraged. The subsidiary was taking resources away from the parent company because servicing the subsidiary's debt was cutting into the parent's credit line. In addition, management at the parent company was allocating too much time to the subsidiary, and not enough toward taking care of its primary business. Ultimately the subsidiary was sold to a private equity group that owned several portfolio companies in allied industries. The buyer had been looking to expand into the same industry in which the subsidiary operated. The divestiture of the subsidiary provided our client with a substantial amount of cash, and freed up financial and personnel resources that had been devoted to the subsidiary.
Our client was an educational software company that was owned by a large children's photograph and portrait chain. This subsidiary was treated like a step-child, and was losing $1,000,000 per year. However, the subsidiary has a cadre of brilliant people and outstanding products. Our buyer search discovered that one of the largest educational companies in the country had a major problem. Whenever the company had to change the curriculum for a course, it would take more than a year and several million dollars to accomplish the change. Our client's technology could accomplish the results in a 90-day timeframe at a cost of less than $50,000. Because it solved a major problem, the company was sold at a large premium comprised of 75% cash and 25% based on future profits. All parties, the parent, the subsidiary and the buyer came out winners.
Our client was a well known computer services and systems integration company and had an excellent customer base in the government, education and corporate markets. The company was growing very rapidly and, as a by-product, cash flow became its primary problem. The owner/CEO spent long hours and tried various avenues to alleviate this situation to no avail and the decision was made to sell the company.
A large ($500 million) strategic player was selected as the buyer and the deal was structured as all cash plus a mandatory 4-year employment contract for the CEO. In addition, there was an open-ended earn out based on sales with the expectation that the CEO would earn an additional $150,000 per year. After the transaction was closed, the buyer decided to centralize all financial and administrative functions and let the CEO concentrate on building revenue. As a result of the CEO being freed up from the headaches of finance and administration, he was able to devote full time to sales and marketing. The earn out turned out to be almost $500,000 per year and the CEO retired after the fourth year.
Vinyl window manufacturer. There were 3 top offers; the winner was from a private equity group (i.e. a financial buyer) that specialized in manufacturing companies. The deal was 5.3 times trailing twelve months ebitda. This was paid as follows: Approximately 70 % cash, 10 % earn out, 20 % shares in the company going forward split 15% to the younger partner who was staying on full time and 5% to the older partner who was retiring but would keep a seat on the board and consult part time. The buyer put substantial investment into the company (the norm for financial buyers), so the percentages of stock owned by the sellers will likely grow substantially in value.
Promotional Products Manufacturer. Buyer was a strategic buyer in the same business, but based in Germany. Although we quoted the sellers 5 to 5.5 times trailing twelve months ebitda, the buyer ended up paying over 6 times ebitda PLUS an earn out based on growth over the next two years. An outstanding deal that closed in a record 4 month timeframe. Competition among buyers worked to get the price higher. The owners were retired parents and 3 sons that worked in the business. The sons were given 3 year employment contracts to make sure that the company would continue to grow. The transaction was structured to give Sellers maximum tax benefits.
Software solutions company. We brought many offers, but the two highest were as follows. One was a very good all cash offer. Another one was comprised of about one half the cash of the first offer, a very substantial note and and a very large block of stock in the newly formed public company that would buy the company. These owners were all under 40, and were willing to take more risk for the higher upside potential.
Specialty Pharmaceutical distributor. The company had a unique business model and clear plan for growth. A Financial Buyer, recognized the opportunity and bought company for 85% cash and 15% equity in the entity formed to acquire the business. The two sellers had Consulting Contracts going forward, and were further incentivized by the 15% shares. This company has continued to grow rapidly, so the 15% is growing rapidly in value.
Staffing company. $35MM in sales, but low profit margin. The seller was in his 30s, and was unsure he could maintain the company in an increasingly competitive industry environment and with a large debt load and a questionable relationship with a Factor. He sold 100% of the company to a strategic buyer and competitor, an $800MM company. He has a five year employment agreement with further incentive based bonuses, and is assured that the company will be able to thrive. He is happy to be out of a high pressure situation and that entailed headaches, debt, tough relationships and personal guarantees.
Restaurant chain. The owner built 6 franchise restaurants in two states. None were in the city where the owner lived, thus he operated them absentee with managers in place at each location. The demands of his primary occupation became too burdensome for the owner to oversee the restaurants, so he decided to sell them. We sold the restaurants in two stages, three in one state to one buyer and three in the other state the next year to a different buyer. The owner was relieved of debt caused by rapid over expansion.
Software company. The owner built an SAP technology and applications software company with offices in three nations. The software product integrated third party software applications with SAP for large projects. The owner needed a buyer to provide the muscle to grow the business and take full advantage of the substantial market potential of its products. The buyer was a public company based in the US with a larger office in India. The transaction was structured to take advantage of the Owner's technical talents and to assure growth. The deal was comprised of cash, a note, an earn out and an opportunity to obtain stock.
Injection molding company. The seller built a good business but did not have the capital to continue operations and was in a difficult financial situation. We quickly found several strategic buyers, and one of them closed the deal rapidly, relieving the seller of his debt and personal guarantees, and freeing him to pursue a new career. The buyer was located less than 30 miles from the business and needed additional space and capacity. The Seller had never heard of the Buyer.