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Navigating the M&A Landscape in 2024: Key Trends and Insights

Derek Zacarias of DAK is a member of XPX Chicago
Derek Zacarias
DAK
10 months ago

As we delve into 2024, the Mergers and Acquisitions (M&A) landscape continues to evolve, shaped by the echoes of the COVID-era and the dynamics of the present. In a recent “Deal-by-Deal” podcast by McGuireWoods, I sat down with host Greg Hawver to dig into the trends and expectations shaping the M&A sector, particularly in the middle to lower middle market. Here’s a closer look at the key trends we discussed in the podcast and see impacting M&A in 2024. 1. Reflecting on 2023: A Year of Caution and Decline The year 2023 marked a significant downturn in M&A activities, recording one of the lowest deal-making volumes in a decade. This decline was not isolated but part of a continuing trend from the previous years, influenced by economic uncertainties and a shift in market dynamics. The year set a cautious tone, with both buyers and sellers recalibrating their strategies in response to the evolving economic landscape. 2. The Ascendancy of Corporate Deal-making A notable shift in 2023, expected to influence trends in 2024, is the increased involvement of corporates in M&A activities. With substantial cash reserves, corporates have been capitalizing on their ability to deploy capital efficiently, making them significant players in the M&A arena. This trend underscores the strategic realignment of companies as they navigate the complexities of the current economic climate. 3. Bridging the Valuation Gap A persistent theme, and one that’s expected to continue into 2024, is the disconnect between seller expectations and market valuations. Many sellers, influenced by the peak valuations of yesteryears, find themselves at odds with the current market realities. This valuation gap poses challenges but also opens up dialogues for recalibration and realignment of expectations, paving the way for more realistic and sustainable deal-making. 4. Anticipating the Pulse of 2024 The outlook for 2024 is cautiously optimistic, with the first half of the year likely mirroring the trends of 2023. However, as interest rates stabilize and valuation expectations align more closely between buyers and sellers, the latter half of the year could witness an uptick in M&A activities. This period of adjustment is crucial for both buyers and sellers to strategize and position themselves advantageously in the market. 5. The Evolution of Deal Structures and Financing The M&A landscape in 2024 is witnessing an increasing complexity in deal structures. With more equity rollovers and structured deals, parties are seeking ways to de-risk transactions. The rise of private credit is reshaping the financing of deals, filling the void left by traditional lenders. This trend highlights the need for innovative financing solutions and flexible deal structures in the current market. 6. Industry-Specific Trends and the Role of Technology Certain industries are poised to navigate 2024 differently, influenced by their cyclical nature and economic exposure. Additionally, the integration of AI and technology, especially in sectors like healthcare, is expected to drive transformation and create new opportunities. Staying attuned to these industry-specific trends and technological advancements will be key for M&A success in 2024. 7. Strategic Advice for Sellers and Buyers In this evolving landscape, being well-prepared is paramount. Sellers are advised to align their expectations with market realities and ensure their businesses are primed for sale. Buyers, on the other hand, are encouraged to cultivate relationships and explore unique opportunities, especially before companies are already launched into broad auction processes. As we navigate through 2024, the M&A landscape is marked by cautious optimism, strategic realignment, and an innovative approach to deal-making. By understanding these trends and adapting strategies accordingly, stakeholders in the M&A sector can navigate the complexities of the market and capitalize on the emerging opportunities.

Selling a business? Give buyers what they need to up the price

Jason Mancivalano of JP Morgan Private Bank is a member of XPX New Jersey
Jason Mancivalano
JP Morgan Private Bank
1 year ago

Business owners are increasingly considering their timelines and options for a business transition. Consistent with prior years, that transition event is frequently a sale due to supply and demand factors. The majority of businesses are owned by baby boomers who are rapidly approaching the age of retirement. A financial crisis and pandemic in the last 15 years have taken their toll. On the demand side, record levels of cash on corporate balance sheets and the unprecedented amount of debt and equity capital needing to be invested have resulted in an attractive environment for many businesses in which to evaluate their alternatives. If you’re thinking of selling your business—either now or in the future—be prepared to show buyers the synergistic fit with your company. Make it clear that there is more to offer than the expense reductions achieved by running two businesses as one. It will further help you to make your case by understanding how the current environment is dramatically changing market conditions—forcing many buyers to search for ways to improve the sustainability of their business models and overcome new disruptions, whether in the form of new technology, competition or other forces. Carefully position your sale with these factors in mind—or risk leaving value on the deal table.   The synergies challenge   Often, if M&A synergies are negotiated, the focus is on cost synergies: how the sale will save money/reduce operating expenses for the new entity. The value of revenue synergies usually doesn’t get structured into the deal price. Here’s why: Cost synergies, such as reducing headcount or eliminating duplicate facilities, are easier to anticipate and quantify. Such actions are also within management’s control, so there’s a greater probability of achieving results, and in a shorter timeframe after the deal closes. This is especially true when the buyer is publicly traded and must justify the value of a merger or acquisition to shareholders. To calculate future financial performance (i.e., the run rate), companies typically project the value of expense-saving synergies and give less attention to those that build sales or enhance market position. Revenue synergies are more difficult to quantify, in part because success is heavily dependent on others: the buyer (i.e., post-merger integration success) and various third parties (customers, resellers, competitors). Also, the value of revenue synergies, such as entering new markets, enhancing technological capabilities and adding complementary product sets, typically takes longer to realize. And the longer it takes and the more challenging to achieve, the less likely the seller will receive a share of the potential value. Timeline of operating synergies

Hidden Insurance Coverage Risks of Mergers & Acquisitions

Adam Brier of CBIZ is a member of XPX Long Island
Adam Brier
CBIZ
1 year ago

Mergers and acquisitions (M&A) have become an influential business strategy as leaders look for opportunities to accelerate growth and gain market share. As these transactions happen in a more condensed time frame than ever, all parties are rushed to perform proper due diligence. Don’t let a merger or acquisition void your insurance coverage, The following are potential hidden M&A insurance risks and liabilities you should consider. Accept a Seller’s Liability A pressed M&A process increases the buyer’s risk of neglecting the seller’s liabilities. The responsibility for alleged or actual wrongful acts does not terminate with the transfer of ownership. These exposures can exist for many years following the transaction. The type of sale determines the extent to which liabilities are assumed. A seller retains possession of the legal entity and its liabilities in an asset sale. Only individual assets (e.g., equipment, trade secrets, inventory, licenses) and their accompanying liabilities are transferred to the buyer. Asset purchases are preferred as they reduce the likelihood of future contract disputes, product warranty issues, or product liability claims. In a stock sale, the buyer purchases the selling shareholders’ stock directly and obtains ownership of the seller’s complete legal entity, including all accompanying liabilities. Stock sales present more risk for buyers as there is a potential for future lawsuits, environmental concerns, employee issues, or

Client Recognition and Appreciation

Jack Hendler of Avalon Net Worth Group is a member of XPX Tri-State
Jack L Hendler
Avalon Net Worth Group
1 year ago

Good morning Jack, Sometimes you have good conversations but not too many are great ones.  I thoroughly enjoyed yesterday’s call and it is unusual to find someone who has a track record and the competence that you display as it relates to your practice. Please let me know how you would like to proceed as it relates to our company.   What information is needed, etc. Looking forward to our next conversation. Regards, Les

What to say when owners ask: “What will I do after I sell my business?”

Paul Cronin of TPY is a member of XPX Greater Boston
Paul Cronin
TPY
2 years ago

Many business owners wonder, “What will I do after I sell my business?” While most envision travel, or golf, etc., many fail to understand that they will likely have to stay on board for months or even a couple years to transition the business to the new owners. This period can be hard for many owners, since they have to make a shift from an “ownership mentality” (top-down) to a “management mentality” (up and down). The new owners (particularly a larger corporation and/or private equity firm) will require management reports, milestones, and other protocols that many owners of small enterprises are unused to. For owners who recognize that selling the business is their best choice, this can cause a lot of angst. So what is the “trick” to managing such fear/anxiety? I tell owners to remember three things when they sell their business: 1. I just got paid a lot of money that will give me freedom and peace of mind, versus always worrying about my business and wealth. 2. My employees likely have been given more upward mobility in a larger business, and often better benefits. 3. This transition period is just that; in the context of a 40 year career (and 80+ year life), a year or so of managing/mentoring never killed anyone. Owners who embrace this new role will be given the chance to have better work results and more life satisfaction. It is a gift that owners make to themselves. If you know an owner who’d like to think more deeply about this, you can send them to the What’s Next? Self-Assessment (see link below), and give them this coupon code to save 50% :  save50.  They can also email me at paul@theplatinumyears.com

Proposed Capital Gains Rate Increase Impact on the Sale of a Family Business

Diane DeCesare of Armanino LLP is a member of XPX Philadelphia
Diane DeCesare
Armanino LLP
3 years ago

Among President Biden’s tax proposals is an increase in the long-term capital gain tax rate from 20% to the top ordinary tax rate (37% for 2021 or 39.6% for 2022) for taxpayers with adjusted gross income (AGI) over $1 million. At the time of the publication of this blog, it is unclear if this change, if enacted, will be retroactive to a yet-to-be determined date in 2021 or if it will take effect as of January 1, 2022. For those looking to sell a family business, planning for the potential higher tax rate is essential to ensure you net the greatest cash flow from the sale of a business. Click

When SPACs Attack

XPX Content
Exit Planning Exchange
3 years ago

Program produced by Sean Denham is the National Special Purpose Acquisition Company (SPAC) Leader, as well as, the Global and US Services Industry Leader. Locally, Sean is the Office Managing Partner (OMP) for Grant Thornton’s Philadelphia office. As OMP, Sean has the privilege of leading an exceptional team of high-performing individuals in the Philadelphia region who provide top tier accounting, advisory and tax services for our clients. As an audit partner of the firm, Sean serves some of Grant Thornton’s most prominent clients including public and private companies in the professional services industries. Sean is a Certified Public Accountant and earned a Bachelor of Science Degree in Accounting from Lehigh University.

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Exit Strategy – Harvest or Grow?

John Dini of The Exit Planning Coach is a member of XPX San Antonio
John F Dini
The Exit Planning Coach
4 days ago

  In every internal transfer, whether to family or employees, the owner/seller has to make the harvest or grow decision. We’ll presume that your business has already reached a point where its value meets or exceeds your financial objectives as the owner. If growth is required in order for you to afford your next act, then that decision is less strategic than it is driven by your lifestyle requirements. If the company has already reached a substantial level of success, however, you may still be tempted to maximize cash flow until your departure. Deliberately reducing your cash flow by starting a process of equity transfer may not sound very appealing. The obvious question is “Why would I sacrifice my personal income in order to finance their acquisition of my company?” Why not harvest? The answer to that question revolves around the strength of your desire to control the process. Although staged internal transfers of equity almost inevitably require that the owners surrender some personal income at the outset, there is considerable psychological value in dictating the timing, method, and eventual proceeds of your exit. When compared to the listing and sale process of presenting the company to third-party buyers, an internal transfer allows the maximum of owner control. There is no exposing the finances of the company to strangers. It doesn’t require negotiating, sometimes against professional negotiators, or against low-bid opening offers. Since internal buyers are already familiar with the organization, it can circumvent the often excruciating process of due diligence. IAs a seller, you can look at your up-front funding of initial equity purchases as a sort of insurance policy. No lender will fund 100% of an employee purchase, and family purchases are rarely financeable. Transferring equity to the buyers, whether it is fully paid for or via a subordinated note, allows them to finance the balance of the purchase. The “insurance” factor is usually understood. In return for sacrificing some cash flow now, an owner can leave on a chosen departure date with 70% or more of the proceeds in hand. The longer you wait, the higher the probability that you will have to owner-finance the entire transaction. Why not grow? There are also a few arguments against a growth strategy. The chief one among these is time. If you are pressed for time due to the influence of one of the 

What is an Exit Plan?

John Dini of The Exit Planning Coach is a member of XPX San Antonio
John F Dini
The Exit Planning Coach
1 week ago

“What is an Exit Plan” is an article I wrote ten years ago. It was just brought to my attention and I realized I never posted it to Awake for some reason. Here, with some updating, we celebrate its 10th anniversary. Exit planning is the buzzword for those who consult to Baby Boomer business owners. Business brokers, wealth managers and other professionals are adding “exit planning” to their marketing messages. It’s a logical reaction when over 5,000,000 Baby Boomers (about 3,000,000 in 2024) are preparing to leave their businesses. Not surprisingly, when a business broker creates an “exit plan,” it usually involves listing the business for sale to a third party. An attorney’s planning focuses on the legal documents that allow the transition of the assets of a company to new ownership. An accountant or financial planner will look closely at tax and inheritance issues, and an insurance broker offers products that reduce the risk of interruption or disaster. All these are important to the successful implementation of a plan, but each professional focuses on his or her specific skill set. If your shoulder hurts, you could go to an orthopedic surgeon, a neurologist, a general internist, a chiropractor, or a physical therapist. Each will have a treatment approach for a painful shoulder. Each will be different, based on his or her specialty. Each will reduce the pain at least somewhat, although some of them may or may not address the underlying cause. Similarly, there are many professionals who claim competence in exit planning. Each has a different area of expertise, and what they term exit planning tends to focus on those areas. A comprehensive exit strategy encompasses legal, tax, and risk management issues, but it also examines the operational issues of the company whose value is the underlying driver for everything else. Why do an Exit Plan? Before drafting the first document or embarking on a plan to spend the money from a sale, the business must first realize the proceeds of a transaction. That means it must find a buyer who will pay for it. That buyer could be a third party, but it might also be an employee, an employee group, or family members. Any third party considering the purchase of a business will do extensive due diligence. Their willingness to pay a premium for a company will depend on its track record of revenue growth, the stability of its margins, and how well-established its systems and customers are. If the company is larger than about twenty employees, they will look for supervisory and management talent who will stay after the sale. Regardless of size, a business that is highly dependent on the owner for revenue or making all key decisions will be deeply discounted or even impossible to sell. An exit plan should look at these factors and help to make the adjustments needed to realize full value. Selling to employees or family is often an attractive option because it allows the ownerto choose a retirement date, and price is less of an issue than financing terms. Unless you are willing to accept a promissory note for most of the price and feel secure that your successors can maintain payments over a long period, a plan for this kind of exit should begin at least three, and preferably five to eight years before the planned transfer date. What is an Exit Planner? An exit plan needs legal, tax, risk and wealth management expertise to be successful, but it also requires a practical examination of the operational strengths of your business. Selecting one professional to manage the efforts of everyone, and to help keep you on track, is a wise investment. In America, the average small business owner has nearly 75% of his or her net worth in the company (still true in 2024). The single biggest financial transaction of your life deserves special attention. ==================== This article was originally published by John F. Dini, CBEC, CExP, CEPA on

NLRB General Counsel Campaigns Against Non-Competes

Robert Brody of Brody and Associates, LLC is a member of XPX Tri-State
Robert G. Brody
Brody and Associates, LLC
1 week ago

Jennifer Abruzzo, the National Labor Relations Board’s (NLRB) General Counsel, is continuing her campaign against non-compete agreements. She just issued a memo announcing her office will seek more remedies for employees who are required to sign non-compete agreements. This follows previous statements in which she said non-compete agreements, which affect about 20% of US workers (30 million people), are unlawful. She has expanded her argument to include “stay-or- pay” provisions, stating they restrict workers’ job opportunities which (somehow) discourages unionizing. Non-Compete Agreements The NLRB is currently considering the legality of non-compete agreements under the National Labor Relations Act (NLRA) in a case involving an Indiana HVAC company. In a 2023 memo, Abruzzo explained why overbroad non-compete agreements are unlawful. She explained they hinder an employee’s ability to exercise their rights under Section 7 of the NLRA, which protects employees’ rights to take collective action including unionization. Abruzzo’s agenda has faced setbacks. In April 2024, the Federal Trade Commission (FTC) largely noncompete agreements, with some exceptions, however the ban was subsequently

A Time To Remember You Have A Seat At The Table

Maria Forbes of FIREPOWER Business Catalyst, LLC. is a member of XPX Atlanta
Maria C Forbes
FIREPOWER Business Catalyst, LLC.
3 weeks ago

As small business owners and leaders, we’re no strangers to the daily grind of comparison and competition. It’s easy to look at the success of others and wonder if we measure up. But this Thanksgiving, we’re taking a page out of Heather Holleman’s novel1, “Seated with Christ: Living Freely in a Culture of Comparison,” and the transformative words of Ephesians 2:6: “God raised us up with Christ and seated us with Him in the heavenly places in Christ Jesus.” In the hustle to prove our worth and carve out a place in the market, realizing that your seat at the table is already secured is revolutionary. This isn’t about your turnover, your team size, or the number of followers on social media. It’s about recognizing the value you bring to the table just by being you, backed by the firepower of your determination, creativity, and the unique vision only you possess for your business. The Overlooked Seats Comparison is the thief of joy in business, and it’s also the thief of innovation and growth. The environment of inauthentic seats fuels comparison, the moment you and your team stop eyeing the lane beside you is the moment you turbocharge your path forward. Your business isn’t like anyone else’s—for a reason. The individual strengths and talents within your team are your biggest asset, waiting to be unleashed. Recognize and harness the power of these unique capabilities to drive people-powered change. A Secure Seat on The Team Your team—the one you’ve built, trained, and grown—holds untapped potential. Just as we are seated with Christ in a place of honor and security, so too should our team members feel valued and vital to our mission. This Thanksgiving, let’s take a moment to express genuine gratitude for the diverse skill set each member brings to the table. When people feel valued, they’re more engaged, productive, and innovative. And that’s how a small business not only survives but thrives. The Power of People-Powered Change FIREPOWER Teams is founded on the belief that the power of a small business lies in its people. “Fuel your people power” isn’t just a motto; it’s a mission statement and a call to action. Reflect on how you can empower each team member to contribute their best this holiday season, fully aware that their seat at the table is as non-negotiable as yours. Thanksgiving is a time of gratitude, reflection, and community. As business owners, it’s a prime opportunity to reassess what we’re thankful for and how we express that gratitude through our actions and leadership. Let’s enter this season with a renewed commitment to value ourselves, our team, and all our unique contributions. Let’s reject the ceaseless comparison and instead focus on fostering an environment where everyone feels seated at the table—secure, valued, and ready to make a difference. The entrepreneurship journey is rarely easy, but with a team that genuinely feels like their efforts matter, there’s untold strength to be garnered. Your business, team, and vision have a secured seat at the table. Let’s give thanks for that incredible opportunity and the journey ahead. Conclusion Remember, the most sustainable growth comes from within. Thanksgiving is a time to rekindle our appreciation for the value we each bring to the table, reminding us that when we work together, there’s nothing we can’t achieve.

Exiting a “Time and Place” Business

John Dini of The Exit Planning Coach is a member of XPX San Antonio
John F Dini
The Exit Planning Coach
1 month ago

“The purpose of middlemen in the marketplace is to provide time and place utility.” I remember the light bulb going on in Economics 101 when my professor said that.  Suddenly, I understood the concept of added value. Someone had to get the product to the customer. “After all,” the professor continued, “The footwear manufacturer in Massachusetts can’t sell a pair of shoes directly to someone in California. They can’t manufacture and handle thousands of customers. It would be a nightmare, and completely unprofitable.” The fact that Massachusetts was still known for shoe manufacturing gives you some idea of how long ago this took place. So long ago, in fact, that Zappos wasn’t even a word yet. The independent shoe retailer gave way to the department stores. In turn their shoe business was decimated by the specialty chain retailers. In fact, most shoe departments in Macy’s and others are actually chain operations within the store. Shoe sales moved into sporting goods stores and discounters. While the industry shifted multiple times, they all still provided time and place utility. Then came the Internet. Now the manufacturer can sell directly to consumers. In fact, they can eliminate several layers of middlemen, along with the mark-ups. Lately my area has been swamped with billboards saying “Mattress Dealers are Greedy. TN.com.” TN.com turns out to be My friends at Digital Pro has survived (and thrives) by their differentiation and service. The large, bright showroom is full of computers where they can show customers the effect of adjusting color balance or editing. They can print your lifetime memories on almost anything, from a key chain to a large metal panel. They can still give you prints made with permanent liquid ink, not the water soluble powder used by most printers. In addition, they can do all of this online because they’ve invested in the technology necessary to keep up with the “convenience-based” competitors. As the cost of digital printers fell, professional photographers invested in their own machines. Digital Pro Lab has replaced their business with consumers who want to discuss their special moments, choose how to preserve them, and hold the results in their hands before they pay. In an industry where the number of time and place based outlets has fallen by over 90% in the last decade, Digital Pro Lab has beaten the big boys with product differentiation and service. When the time comes for planning an exit, they will have options.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

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