M&A Insights
Buy-Side Advisory Grew Client EBITDA from $3mm to $25mm Overnight
When first learning of this acquisition opportunity, the first thought was, this will take a miracle to get done. The Client (“RM”), the second largest player in the domain name monetization space, a form of internet marketing, with roughly $3mm of EBITDA, was interested in acquiring its main competitor and the largest player in the space, Target (“DS”), which had around $20mm of EBITDA at the time. Beyond the obvious size differential in seller vs. buyer, there were other material challenges
• RM was based in Zurich, Switzerland, while DS was based Los Angeles
• The industry had declined since the recession, yet flattened out in recent years
• Google, their largest supplier, represented 80% of revenue
• Very niche, nuanced business; hard for investors to understand
• Adtech had soured most investors due to the volatile nature of the business, and overarching control of Google
• RM was not private equity backed, and hadn’t made an acquisition before
All the more reason for RM to engage a specialist like HRC, to advise on the transaction, raise the financing, help with the integration plans, and other areas which were uncharted territory for RM. While the challenges were plentiful, and this certainly classified as a “hairy” deal, there were several key fundamentals making the opportunity very compelling and likely to get done, with a properly run process. This included:
• An attractive acquisition multiple of DS
• Large amount of pro-forma EBITDA to raise capital against – $25mm
• Low pro-forma leverage multiple
• RM management knowing the business inside and out, with significant synergies
• RM having strong management team to lead the combined business
With this in mind, HRC was up for the challenge, and we engaged in a formal contract, (monthly retainer plus success fee), and got to work. The sellers were interested yet required some coaxing given RM’s size, lack of private equity backing, etc.., yet were cognizant of the strong fit and synergies. After much back and forth, the term sheet for the acquisition was signed, with a 60-day window to raise financing, diligence the transaction, and close the deal.
With any deal, the way the company is positioned and how the story is told is immensely important. HRC having extensive private equity experience in addition to advisory, proved highly valuable in how to best tell the story, the positioning, and how to highlight key aspects of the business. Further, our comprehensive fundraising materials spoke the same language to the target audience of investors, answering the expected questions with tangible operational and financial information. Additionally, we needed to combat the stated challenges, yet be open about certain negative elements, and address them head on, vs. any kind of omission of the truth. This all ensured the highest likelihood of closing and at the strongest valuation. Ultimately this deal was not for everyone, and with HRC’s depth of network, and thorough process, the right investors were identified, which were comfortable with the level of risk/reward of the deal.
After all was said and done, the transaction closed, and $50mm was raised with two different types of debt financing. With the acquisition, RM grew their business from $3mm to $25mm in EBITDA, and a top line north of $100mm, all with minimal equity dilution. Post-acquisition the combined company was undeniably the industry leader, paid down all of its debt after a few years, and significantly arbitraged the value of the equity.
HRC proved instrumental through every step of the transaction, and had developed a strong working with relationship with the management of Rook. So much so that after the transaction, Cyrus Maghami of HRC was offered an interim-CFO role with the company that he held for nearly a year after the closing.
About: Harbor Ridge Capital is a leading M&A boutique, with a focus on technology verticals, including software, IT/Cloud services, marketing technology, and healthcare IT. Learn more at www.harborridgecap.com.
Feel free to reply herein to discuss any strategic opportunities you may be exploring.
Preparing for a Capital Raise or Future Sale? Get Your Ducks in a Row First
Harbor Ridge Capital Launches Contract CFO Services to Companies Preparing for a Capital Raise or M&A Transaction
We understand the hoops investors and buyers make you jump through
Like many founders, running your business and making sure you hit your projections, to achieve your desired valuation, is a top priority. However, you’ve started engaging in discussions with buyers or investors, and the information requests are beginning to ramp up quickly. Or perhaps you have an offer in hand and received a due diligence list, which you’ve never seen so many document requests in your life! How can you be expected to run your business, and generate such a vast amount of information in parallel? How should this information be presented to best represent your company’s value? How can you be certain you are talking to the best investors or buyers? What if all this time spent, negatively affects your business, and you don’t end up closing the transaction?
How Our Contract CFO Services Can Help
We’ve helped many founders and business owners in your position and may be able to help you as well. Harbor Ridge Capital provides contract CFO services to properly prepare companies for a transaction of this magnitude, allowing you to remain focused on operating your company. We act as an extension of your management team, working with key managers, to help implement best practices for M&A and capital raise preparation.
How We Work With You
Specifically, we engage with companies on a project basis, for typically 2-3 months, where we start by analyzing the company’s current state of organization, and map out where you need to be, to become prepared for transaction. Thereafter, specific deliverables include:
- Company presentation – helps with proper positioning, storytelling, key operational and financial information, and unit economics/KPIs
- Financial model – detailed projection with implementation of KPIs, unit economics, top-down and bottom-up analysis, laying in of the use of proceeds from capital raise, and incorporating the acquisition
- Data room review – ensuring the right documentation is populated and organized based on future expected accounting, operating and legal due diligence lists
- Accounting and reporting – advising on how financials should be positioned and organized; potentially modify accordingly
- Moving from cash based accounting to GAAP accrual, which is required by buyers/investors
- other advisory related to the contemplated transaction
Once the above tasks are completed, and you are satisfied with the deliverables, we can part ways at such point. However, we’ve found that many founders request us to stay engaged going into the transaction process, to support and advise in other areas. Please note, our M&A and capital raise advisory engagements include the scope of work listed above.
We Would Love to Work With You
For more information on services or pricing, feel free to reply to this email with background information on your company, the contemplated transaction, and any questions you may have, so we can set up a call and discuss.
About Harbor Ridge Capital
Harbor Ridge Capital (HRC) is a boutique technology-focused M&A advisory firm, working with companies in the $5-100mm revenue range. HRC has completed over 30 transactions, representing over $300mm of transaction value. The firm’s professionals have diversified, well-rounded experience including investment banking, private equity, and CFO roles for companies as large as $25mm in EBITDA. We look forward to working with you on your strategic objectives. www.harborridgecap.com
Heat Check – Will My Business Get a Premium in Today’s Bull Market?
A lot of us have witnessed what is referred to as a “heat check” in basketball, where James Harden or Steph Curry will jack up an ill advised three after having made a handful of buckets in a row, to assess how hot they are at the time. This may appear to the layman as a crazy shot; however, there’s a high probability that they will make the basket because they are hot, and often they do, thus confirming their scorching status.
This concept can be likened to today’s climate as it relates to M&A valuations, in exploring whether a business owner can take advantage of our current valuation heat, to receive a premium. So, the question is, how can an entrepreneur cut to the chase on the front end to assess if they’re a likely candidate to realize such an outcome without getting dragged into a rabbit hole of time spent and potential wheel spin with M&A/funding discussions which may negatively impact their business?
For starters, it never hurts to have a brief discussion with an M&A professional or even go back and forth on email a few times to figure out where your candidature stands- are you an ideal candidate, not so great fit, or somewhere in the middle (e.g. nice profile yet too small)?
Here are a few basic fundamentals that would qualify a company as a “great candidate” that will have options, and is something to be mindful of before starting any discussions:
Technology/Business Services
- =>$10mm in revenue and =>$2mm in profit
- Growth of ~20% (higher the better)
- Gross profit of ~50% (higher the better)
- Recurring revenue of ~75%+ (higher the better); low churn of 1-2%/month (lower the better)
- Specialized offering, more verticalized (application or vertical) vs. horizontal
- No client greater than 20% of revenue
- EBITDA Multiple of 7-15x
- range depends on how good or bad the numbers above look
- businesses w/very strong business models and profiles per above are selling at a premium of 12-15x
Software
- >$5mm in revenue and modest loss to profitable if SaaS; >$10mm in revenue and $2mm profit if on-prem license + support/maintenance and prof serv revenue
- Growth of ~25% (higher the better)
- Gross profit of ~75% (higher the better)
- Recurring revenue of ~75%+ (higher the better); low churn of 1-2%/month
- Specialized offering, more verticalized (application or vertical) vs. horizontal
- Revenue multiple of 3-7x for SaaS; EBITDA Multiple of 7-15x
- range depends on how good or bad the numbers above look
- businesses w/very strong business models and profiles per above are selling at a premium of 5-7x
If you’re near, at or above the size/operational thresholds noted above, and want to get more specific valuation feedback, let’s have a 20-30 min call to discuss the particulars and see where you are likely to end up in today’s market, and if you may be in line for such a premium. It’s always good to track the items mentioned above regardless, and have them available for the last handful of years as well as year to date, and current year budget, to not only see how you’re business is trending as an owner, but also be able to quickly share these high level stats, to receive quick tangible feedback, so as to not waste time, energy, and cycles. Most acquirers/investors have defined strategies and mandates which the investment profile must fall within, otherwise they can not and will not proceed.
Thanks, and enjoy the rest of your summer.
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