Manufacturing M&A: Lessons for 2021 and Beyond

Manufacturing M&A: Lessons for 2021 and Beyond

Relaxed credit, cash-rich balance sheets, and an improving post-pandemic economy are igniting a fire of M&A in the manufacturing sector. This is good news, since successful mergers are critical to the global economy and the bottom line of individual companies. But history has taught an important lesson: bad mergers erode value, and may actually undermine long-term success. It can be difficult to get mergers to realize the promised synergies, and integration is notoriously difficult.

While key players in deals often dismiss failed deals as outside of their control—due to chance, fate, or just plain bad luck—the reality is that the factors most likely to destroy a deal are likely well within your control.

Valuation Matters

Overvaluation is the enemy of success. Do not place unflinching trust in the valuations offered by external advisors such as investment banks. Success fees, rather than a desire to see the deal succeed, often drive these excessive valuations. You need a keen understanding of the metrics used to value your company. Don’t let your emotional reaction to a high valuation color your ability to think critically.

Get Specific About Synergies and Their Execution

Transformational deals are often little more than a CEO’s itch to do something, anything. Don’t assume a big deal is going to change everything just because you want it to. For a deal to truly offer synergistic value, you must be able to identify the specific synergies you hope to achieve. And then—this is the difficult part—devise a plan for making these synergies a reality. Integration planning must be a part of the dealmaking process—not an afterthought that only begins when the deal closes.

Open Communication

Mergers can be a time of immense anxiety for your staff, your customers, and stakeholders in the community. Lack of communication makes this anxiety worse, and gives the rumor mill time to fill in the gaps—usually with negative information that undermines the merger. As you move into the deal, develop a communication plan that offers a clear, consistent message and allays any fears. Identify a single point person for questions about the deal, and empower this person to speak empathetically and with specifics.

Knowing What You Don’t Know

Decisions about M&A are among the most important you will ever make. Unfortunately, these are also the decisions that most corporate leaders have very little experience handling. Your board, too, has probably only worked on one or two deals. This is dangerous because it’s easy to overestimate your knowledge and make risky decisions without even realizing you’re doing so. The right deal team can help fill in knowledge gaps, alert you to pivotal moments in the decision-making process, and ensure you end up with a deal you’re happy with. Don’t go it alone. DIY deals are often more costly, and are always more likely to fail.

How to Make M&A Part of Your Manufacturing Growth Strategy

How to Make M&A Part of Your Manufacturing Growth Strategy

Mergers and acquisitions are an excellent strategy for companies seeking to penetrate new markets, become more competitive, or instantly access new technologies. Particularly in manufacturing, M&A offers significant value, and the post-COVID M&A bonanza is currently booming. But not all M&A deliver the promised return on the investment. Indeed, M&A can be a significant waste of money if you’re not strategic about your goals. M&A only works as a growth strategy if you choose deal partners who are well-positioned to support meaningful growth. Here are five scenarios in which that can happen.

Rapidly acquiring talent and IP

Some sectors in manufacturing are suffering from an acute shortage of labor. Factor in the value of quality intellectual property, and you can see how a merger could quickly accelerate growth in your company. The acquisition of a well-trained team is incredibly valuable—especially if they bring with them valuable IP and the knowledge of how to use it.

M&A fills gaps in client lists or services

Sudden changes in the marketplace—witness COVID-19—can create sudden gaps in a firm’s services and client base. These gaps leave space for a valuable merger. Consider, for example, how post-9/11 regulations required the defense industry to adapt with new skills. Emerging technologies also inspired a manufacturing boom, for companies that were prepared. Companies that had the right experience and clients became infinitely more valuable, even as everyone else floundered.

Building new synergies

Synergies for both companies can offer value to each, if you think carefully about M&A as a growth strategy. There are two approaches here: revenues and costs. Cost synergies help reduce expenses by capitalizing on and consolidating resources. Revenue synergies shift the competitive balance of power by changing market dynamics, raising prices, or selling new products. If a merger offers the opportunity to penetrate new markets, close some plants, reduce competition, or expand your customer base, it may have synergistic value.

Make better use of time

Time is a finite resource, and arguably the most valuable resource we have; you can’t earn more of it. The right merger can help you save significant time. Consider a firm that’s weighing adding a new service or product to its offerings. Adding this organically can take months or even years. It demands significant resources, possibly bureaucratic red tape, and a lot of ingenuity. But adding someone else’s successful products and services to your existing approach requires only that you go through the process of M&A. Your investment comes pre-tested, allowing you to continue growing your core business.

Adding a new business model

Manufacturing companies run the gamut in terms of business model. If you can add a new, proven revenue-generating model to your existing approach, that offers additional security and revenue. It’s a lot easier to incorporate someone else’s tried and true method than it is to develop your own, and this is where mergers offer exceptional value.

When it’s Time to Exit: M&A Considerations for Your Family-Owned Manufacturing Company

When it’s Time to Exit: M&A Considerations for Your Family-Owned Manufacturing Company

When it’s Time to Exit: M&A Considerations for Your Family-Owned Manufacturing Company

No matter how long you’ve been running your manufacturing business and how much you enjoy being at the helm, at some point you’ll decide it’s time to leave. Whether you’re ready to leave the work world altogether and sail off into retirement, or you want to move onto a new endeavor, the idea of exiting the business you’ve built and grown can feel overwhelming.

There are various approaches to exiting a family-owned business—and that’s one reason the idea can seem daunting. While there is no single best path, one thing is certain: Proper planning is key to a successful outcome for everyone involved. It also helps you avoid the difficulties that arise when a business owner dies before passing on the company or is forced to sell out of financial necessity. Yet, a PwC survey found that only 34 percent of family businesses have a well-developed, well-documented succession plan in place.

Let’s explore some options for planning the future of your family-owned manufacturing company.

Succession to the Next Generation

For owners of manufacturing companies who prefer to keep the business in the family, passing the torch to the next generation is an option. However, a smooth transition will require planning well ahead of your intended exit date.
Of course, you can’t assume there are family members who can simply take the reins. You’ll need to assess the available candidates to determine whether there is someone capable and interested in running the business. If you have one or more family members who are active in the business and interested in taking over, the selection process can be difficult and filled with emotion. Even when a clear winner emerges, you’ll need to groom them long enough to set them up for success.

Since the value of the business is likely to make up the lion’s share of your net worth, you’ll need to look at the financial ramifications of this approach. Determine if it’s feasible to structure a sale that’s based on a fair market value for the business and is still financially viable for your successor.

Succession Outside of the Family

The line of succession can be unclear in family businesses, especially if the heir you had in mind isn’t interested in taking over. When this happens, it may be best to look outside your family, and into the wider market, to identify a successor.

Transfer Through Living Trust

Some family business founders elect to transfer ownership of the company through a trust. This approach is useful for ensuring that if you become incapacitated, there will be a smooth transfer of control over the business.
Essentially, it involves transferring the company’s assets into a trust, naming an individual as the business’s successor, then naming that individual the trust’s successor trustee. The trustee then oversees the business in the event of your death, which helps to avoid protracted probate disputes and poor financial decisions by your heirs.

Transferring ownership of a business through a trust is a complex undertaking that presents advantages and disadvantages. If you’re considering this approach, you’ll want to consult with an accountant and an attorney who both have deep experience in advising family-owned businesses and setting up this type of trust.

Gifting the Business to Your Heirs

If you’re in the fortunate position that you don’t need the proceeds from the sale of your manufacturing business to retire comfortably, you could gift the company to one or more family members. To avoid paying gift tax on the value of the business, which could be significant, you need to understand the nuances of the current gift tax exclusions. This is another situation where it’s worth working with an accountant and an attorney who have extensive experience advising business owners on succession planning and gifting assets.

Sale of the Company

Many founders of family-owned manufacturing companies find that selling the business outright is the best option based on their current situation and goals. And while M&A activity has slowed from the record-breaking levels of 2021, due to headwinds like rising interests, high inflation, and general economic uncertainty, industry sources like Morgan Stanley expect deal activity will begin to accelerate in the latter half of 2023.

There are plenty of strategic companies and financial sponsors with sufficient capital to deploy, and that will present opportunities for A+ family-owned manufacturing companies that are ready to sell. In fact, PwC sees mid-market corporations and private equity (PE) firms taking a close look at middle market manufacturing businesses as a means to expand their platforms, reduce their risk, scale their operations, or achieve other important business goals.

Of course, if you opt to sell the business there are several paths you can take, including:

  • Merging with another entity, such as a competitor or a business with complementary products or capabilities
  • Selling to a PE firm or a strategic acquirer
  • Completing a management buyout, in which your existing management team acquires the company

While selling the company can prove lucrative, it’s a complex and time-consuming undertaking filled with potential land mines. To navigate the process successfully and obtain the best deal price, terms, and structure, you need an experienced investment banking partner to guide you every step of the way. An investment banker that’s completed many successful deals in the manufacturing sector can prepare you for the sale process, help you maximize the value of the business before going to market, identify the right potential buyers, and lead you through the negotiations and the due diligence phase successfully.

How NuVescor Can Help

Owners of family-based manufacturing businesses in Michigan and across the country trust The NuVescor Group to help them develop and implement the right succession plan and achieve a smooth exit from the business. We’re a leader in manufacturing mergers and acquisitions, helping founders across a wide spectrum of manufacturing businesses find the right buyer, then guiding them through the process to achieve the optimal outcome.

NuVescor is the investment bank that middle market manufacturing companies turn to for sage advice required to maximize their value and support the transaction process every step of the way.

If you’re thinking about selling your family-owned manufacturing business or need help with succession planning, schedule a call to learn how our manufacturing M&A experts can help you achieve the best possible outcome!

Download the PDF: When it’s Time to Exit: M&A Considerations for Your Family-Owned Manufacturing Company

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Manufacturing M&A in 2021 and Beyond: Predictions and Insights

Manufacturing M&A in 2021 and Beyond: Predictions and Insights

The COVID-19 recovery is already in full swing. And while many manufacturing businesses struggled to stay afloat in the wake of the crisis, many also seized the opportunity. Deal cycles are faster, with many companies purchasing low performers as an affordable growth vehicle. So what do we anticipate seeing in the next 2 or so years? Here’s what manufacturing M&A trends are already revealing.

The Aftermath of COVID-19

While all sectors saw some disruption thanks to the pandemic, manufacturing suffered immensely, with a 63% decline in deal value and a 36% drop in deal volume between Q1 and Q2 of 2020. Transformational deals became less prevalent, with a greater focus on small deals. Special purpose acquisition companies (SPAC) also became bigger players, leading to an influx of PE investment in technology and digital portfolio companies that support manufacturers.

We’ll likely continue to see pandemic-related disruptions. This means a greater focus on regional businesses to help cultivate partnerships and drive revenues. As growth becomes the focus, technology will become more important yet again.

Another interesting trend is that, though the pandemic itself slowed deals, the craving for speed has increased. We witnessed a decline in speed to close from 130 to 60 days during the 2008 Great Recession. A similar trend may persist into the future.

The Deals That Will Dominate the Next Two Years

Greater access to capital and ongoing interest in innovation will drive the initial rebound. Manufacturers will then focus on optimizing operations. Some sectors are well positioned, especially in the middle market. Manufacturing companies will be eager to divest of non-core and low-performing aspects of their business, then use that money to invest in something more valuable—especially digital technologies.

What Companies Need to Do to Succeed in the Post-COVID World

The tactics necessary to survive in the post-COVID world aren’t that different from those that successful companies embraced prior to the pandemic:

  • Plan early so that you have time to get your business in order.
  • Bring in the right advisors to prepare you for the deal and to help manage integration.
  • Be mindful of digital opportunities during a sale.
  • Know the workforce implications of a sale, and work hard to keep your key team members on board and happy.
  • Focus on the needs of the business when building the integration model. You need a clear plan, with identifiable goals and success benchmarks.
  • Build a flexible architecture for data and operations. This can help you build a standardized integration model that saves time.
  • Plan for integration well before closing, and devise a communications plan that gets ahead of the rumor mill and clearly and succinctly explains the merger to key stakeholders.
  • Get a spectacular management team in place now, then do whatever is necessary to keep them on board.
Post-Merger Integration Strategies for Your Manufacturing Business

Post-Merger Integration Strategies for Your Manufacturing Business

Manufacturing companies are increasingly leading with their integration strategy as they begin the M&A process. The reason for this is simple, and important: integration failures are common, and if you wait until the merger to plan for integration, integration very well may fail. While there are many different ways to integrate, building a holding company and fully integrating an acquisition are the two different extremes. Let’s explore each.

Building a Holding Company

The holding company model relies on using management to improve companies that already have good brands or products. The goal is not to gain value via cost synergies or revenues. Instead, the acquired business continues to operate autonomously. Holding companies can help parent businesses hedge against market conditions over time.

Full Integration

With a full integration, one company gradually sheds its identity as the companies merge into a single entity. This can save money on software and hardware, while streamlining business activities. While every acquisition should be focused on the deal thesis, the most successful deals are closely fixated on the factors that improve deal success, including:

  • Management: An exceptional management team can ensure you hit key benchmarks, while adding value to the deal. Just make sure you have managers from both sides of the deal who are prepared to embrace the new culture of the shared entity.
  • Financial: Set clear benchmarks for growth, margins, working capital, and ROI.
  • People: People make your business. So treat your key people well, and incentivize them to remain on after the deal closes.
  • Revenue growth: You must identify your plan for increasing market share and pricing power, pushing products through existing and new distribution channels, and investing in innovation.
  • Renegotiation: You may need to renegotiate terms with customers and suppliers to improve your cash conversion cycle.

These two distinct integration strategies can each generate immense value. But it’s important to clearly identify goals at the outset of the deal, so you can assess which strategy is likely to work best and devise a plan for pushing forward with that strategy.