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.

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

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

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

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

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

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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As an advisor, your role is to help clients prepare to exit their business, yet many people resist thinking about the future because it involves so many unknowns, decisions, and choices.  And emotions typically complicate matters further, sometimes derailing the process altogether.  Here are some questions that can help you establish rapport with your clients, learn more about their concerns, and move the conversation forward. How are you feeling about your work/profession/business these days? Which aspects of work are you still enjoying, and which are you ready to leave behind? Do you envision retiring from work at some point, or are you contemplating an encore career? What part of planning for your future feels most challenging? How do you imagine your life in retirement will be different from how it is now? What process are you using to figure out what you’ll do next after you retire? What would you like to see happen with your business long term? What options have you considered for the transfer of your business? What steps have you taken to make your business more attractive to a potential buyer? What are your concerns about transitioning your firm to new ownership? What would be your ideal scenario for transitioning out of your company? What topic(s) have we touched on today that we should put on our agenda to revisit? So, what happens after you pose a few of these questions and your clients open up about emotional matters?  Remember, the most helpful thing you can do is to listen attentively.  You’ve created a valuable opportunity for them to talk about things they may not share with other advisors.   Here are some tips for managing the conversation when clients raise emotionally loaded topics: Don’t try to “fix things” by immediately offering suggestions. Doing so sends the message that you’re uncomfortable hearing their concern.  You can offer suggestions but do so later. Don’t say anything that conveys the message that their feeling or concern is unwarranted. “There’s really no need to feel that way” or “I’m sure it will be just fine” may sound reassuring to you but could be experienced as dismissive by your client. Don’t immediately offer a logical counterpoint to your client’s emotion. Remember, feelings don’t have to make sense; they’re “as is”.  Put another way, if feelings made sense, they would be thoughts. People report concerns and characterize their feelings differently from one another, so it’s in your best interest to seek amplification and clarification by inquiring as follows . . . “I want to make sure that I understand exactly what you mean by ___.  Can you tell me more?” “People sometimes mean slightly different things when they talk about ___.  What does ___ mean for you?” “Before I suggest anything, I’d like to learn more about it from your perspective.” It’s possible that during early conversations your client may hint at mixed feelings about exiting their business.  That’s perfectly normal, but you need to bring it out into the open.  You want to foster an atmosphere such that your client keeps you apprised about where they’re at.  If they keep their ambivalence to themselves, it has greater potential to blindside you and complicate the sale.  You can say: “In my experience, it’s normal to have some mixed emotions about selling.  Those thoughts may not always be top of mind, but when they do pop up let’s be sure to talk about them.  Believe it or not, they can help inform our process and alert us to aspects of the sale that are important to you.” You may also find that your client is overly risk averse.  If so, consider saying the following: “Our work together won’t be comprehensive if we only plan for what could go wrong.  That’s just half the equation.  It’s fine to be conservative and err on the side of caution, but to be truly realistic we should also consider a range of possibilities both good and bad.”   Author’s Note:  The concepts in this article are derived from Robert Leahy’s book, Overcoming Resistance in Cognitive Therapy.  New York:  Guilford

For five decades, the southern United States has been an attractive location for automakers to open plants thanks to generous tax breaks and cheaper, non-union labor. However, after decades of failing to unionize automakers in the South, the United Auto Workers dealt a serious blow to that model by winning a landslide union victory at Volkswagen. In an effort to fight back, three southern states have gotten creative: they passed laws barring companies from receiving state grants, loans and tax incentives if the company voluntarily recognizes a union or voluntarily provides unions with employee information. The laws also allow the government to claw back incentive payments after they were made. While these laws are very similar, each law has unique nuances. If you are in an impacted state, you should seek local counsel. In 2023, Tennessee was the first state to pass such a law. This year, Georgia and Alabama followed suit. So why this push? In 2023, the American Legislative Exchange Council (“ALEC”), a nonprofit organization of conservative state legislators and private sector representatives who draft and share model legislation for distribution among state governments, adopted Tennessee’s law as model legislation. In fact, the primary sponsor of Tennessee’s bill was recognized as an ALEC Policy Champion in March 2023. ALEC’s push comes as voluntary recognition of unions gains popularity as an alternative to fighting unions. We recently saw this with the high-profile Ben & Jerry’s voluntary recognition. Will this Southern strategy work to push back against growing union successes? Time will tell. Brody and Associates regularly advises its clients on all labor management issues, including union-related matters, and provides union-free training.  If we can be of assistance in this area, please contact us at info@brodyandassociates.com or 203.454.0560.  

I once had the thrill of interviewing Jerry West on management. He was “The Logo” for the NBA, although back then they didn’t advertise him as such. Only the Laker followers knew for sure. In 1989 the “Showtime” Lakers were coming off back-to-back championships.  Pat Riley was a year away from his first of three Coach of the Year awards. 

Can you Offer Too Many SKUs to Your Customers? The short answer is YES! A SKU, or Stock Keeping Unit, defines each different product version that you sell and keep inventory of.  There may be different SKUs of the same overall item based on size, color, capacity (think computer or cellphone memory), features, and many other parameters.  For build to forecast businesses, that number of variations can quickly explode and become difficult to manage. Your customers are busy and want ordering simplified. Of course, they may need (or want) more than one variation of a product. That is reasonable and a common aspect of business – one size does not fit all! But there is a point where too offering too many SKUs is not value added either for your customer or your business.  In his April 30, 2013 article “Successful Retailers Learn That Fewer Choices Trigger More Sales” in Forbes, Carmine Gallo discusses his experience and a study about “choice overload” by other authors. He writes about a retailer that “has discovered that giving a customer more than three choices at one time actually overwhelms customers and makes them frustrated…when the customer is faced with too many choices at once, it leaves the customer confused and less likely to buy from any of the choices!” Choice overload is well-documented in consumer studies but can apply in B2B as well. While customer satisfaction is important, another key concern is the often-hidden costs associated with a business offering and managing a large number of SKUs for a given product type. These costs include holding inventory, S&OP (Sales and Operations Planning) team time, small production runs, and scrapping inventory. Holding inventory takes up space, which may come with a cost or utilize racks that could be used for other products. Scheduled inventory counts take up employee time and may result in blackout periods when the warehouse is not shipping product.  The more SKUs there are, including extra SKUS, the greater the potential impact. The Sales team’s forecasting and the Operations team’s purchasing reviews that are part of the S&OP process can occupy more of their valuable time if they need to consider these times. If small orders or forecasts require a new production run, this could be costly and create excess inventory. Whether from this new production or past builds, eventually it will make sense to write off and scrap old inventory, another cost impact to the company. How do you know which SKUs to focus on if you wish to look at reducing your total number of SKUs? Start by examining SKUs that have: Low historic sales over a period of time Small variations between SKUs that customers do not value Older technology or model when newer option SKUs are available This requires a true partnership between Sales and Operations. It starts with educating both teams on the costs involved – neither group may be aware of the money and time impact to the company. Periodic (such as quarterly) reviews of SKUs that meet the above descriptions should become a fixed part of the calendar. A review of the data and other available for sale options should result in the identification of SKUs which may not be needed. At that point, it is helpful to have a customer friendly EOL (End of Life) Notice process by which you inform customers of last time buy requirements for this SKU and alternates available. It is usually best to provide some time for the last time buy in the interest of customer satisfaction, although that may not always be necessary. At a company that designed and sold electronics, a robust SKU rationalization process was implemented to help address these issues. A representative from the Operations team analyzed SKUs that met a version of the above criteria and suggested candidates for the EOL process. Next, a member of the Sales team reviewed them and, where appropriate, issued product change or EOL notices to customers, providing them time for last time buy orders when needed. These steps helped reduce the work involved in maintaining these SKUs while not leading to any customer complaints. A final note – sometimes it makes sense to continue offering low selling SKUs – to support customers buying other items (hopefully in larger quantities). It may be worthwhile to encourage them to keep coming back to you for all of their product needs and this may be a way to accomplish that. But it helps to understand that this is truly the case and not assume that this customer would not be equally happy with another, more popular, SKU.   Steven Lustig is founder and CEO of Lustig Global Consulting and an experienced Supply Chain Executive.  He is a recognized thought leader in supply chain and risk mitigation, and serves on the Boards of Directors for Loh Medical and Atlanta Technology Angels.

When it comes to careers, business owners are a minority of the population. In conversations this week, I mentioned the statistics several times, and each owner I was discussing it with was surprised that they had so few peers. According to the Small Business Administration (SBA), there are over 33,000,000 businesses in the US. Let’s discount those with zero employees. Many are shell companies or real estate holding entities. Also, those with fewer than 5 employees, true “Mom and Pop” businesses, are hard to distinguish from a job. The North American Industry Classification System (NAICS) Association, lists businesses with 5 to 99 employees at about 3,300,000, and 123,000 have 100 to 500 employees (the SBA’s largest “small business” classification.) Overall, that means about 1% of the country are private employers. Owners are a small minority, a very small minority, of the population. Even if we only count working adults (161,000,000) business owners represent only a little more than 2% of that population. So What? Where am I going with this, and how does it relate to our recent discussions of purpose in business exit planning? It’s an important issue to consider when discussing an owner’s identity after transition. Whether or not individual owners know the statistics of their “rare species” status in society, they instinctively understand that they are different. They are identified with their owner status in every aspect of their business and personal life. At a social event, when asked “What do you do?” they will often respond “I own a business.” It’s an immediate differentiator from describing a job. “I am a carpenter.” or “I work in systems engineering,” describes a function. “I am a business owner” describes a life role. When asked for further information, the owner frequently replies in the Imperial first person plural. “We build multi-family housing,” is never mistaken for a personal role in the company. No one takes that answer to mean that the speaker swings a hammer all day. Owners are a Minority We process much of our information subconsciously. If a man enters a business gathering, for example, and the others in the room are 75% female, he will know instinctively, without consciously counting, that this business meeting or organization is different from others he attends. Similarly, business owners accept their minority status without thinking about it. They expect that the vast majority of the people they meet socially, who attend their church, or who have kids that play sports with theirs, work for someone else. There are places where owners congregate, but otherwise, they don’t expect to meet many other owners in the normal course of daily activity. This can be an issue after they exit the business. You see, telling people “I’m retired” has no distinction. Roughly 98% of the other people who say that never built an organization. They didn’t take the same risks. Others didn’t deal with the same broad variety of issues and challenges. Most didn’t have to personally live with the impact of every daily decision they made, or watch others suffer the consequences of their bad calls. That is why so many former owners suffer from a lack of identity after they leave. Subconsciously, they expect to stand out from the other 98%. “I’m retired” carries no such distinction.       This article was originally published by John F. Dini, CBEC, CExP, CEPA on

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