Why build an ESOP when you can sell to one?

Why build an ESOP when you can sell to one?

Employee Stock Ownership Plans (ESOPs) are more than just a fad. The benefits of having a plan by which a company’s capital stock is bought by its employees or workers are very real and tangible. In fact, NuVescor is currently helping two well-established ESOP’s grow through acquisition. We are also selling one of our manufacturing clients to a well-established ESOP.

Despite the benefits of ESOPs, there are some pitfalls. While setting up an ESOP from scratch can be an attractive option, getting an ESOP off the ground does not happen overnight – and creating one within your company can occupy lots of time and resources. For companies looking to enjoy those same benefits without the high startup costs and risk, selling to an ESOP can be a better alternative.

The problem with starting an ESOP from scratch

  • High up-front costs – Setting up an ESOP can cost hundreds of thousands of dollars. It is also typically recommended the company has at least 50 employees and an established management team to run the business without the owner.
  • Owner financial risk – On top of the regular up-front costs, owners often have to provide financing or personal guarantee bank financing to fund the purchase of the business. For owners who are looking for a comfortable succession plan, this brings added risk to their efforts to step away from the business.
  • Major time investment – Most ESOPs don’t begin to run smoothly until several years after they have started. There’s also a major risk that getting an ESOP off the ground can become a major distraction and cause tension within the company – all while taking the focus away from core business activities.

The benefits of selling to an ESOP

  • Avoiding the early pitfalls – Selling to a successful ESOP has a lower barrier of entry as there is safety in the size and resources of an established ESOP when it comes to managing companies and their assets.
  • Step away sooner and more comfortably– If your business’s main reason for entertaining the idea of an ESOP is to set up a succession plan, selling to an ESOP provides a quicker and safer solution. If you’re selling to an established ESOP, your company will be able to start transitioning right away with a proven model rather than having to develop and troubleshoot its own. For owners who are looking to retire or move on from their businesses, this provides a quicker solution while providing confidence that the company is in good hands.
  • Tax savings advantages– Sellers can save on taxes when selling to an ESOP, but that’s not the only advantage. Many ESOP’s do not pay federal tax. Therefore, an ESOP-owned company is more willing to buy stock in a C Corp because they don’t need the ability to depreciate the assets from an asset sale. If done correctly, the seller can take the proceeds from selling their stock and put them into other investments deferring any tax until they sell those investments. This allows them to have some control over when they pay federal taxes and how much money they want to pay so their CPA can help them put together a tax minimization strategy.
  • Benefits to employees – Employees of the selling business become owners. Because of this, ESOP’s typically have better benefits and compensation for their employees than non-employee-owned companies. Most of our business owner clients would prefer to sell to their employees but this usually isn’t an option due to financing and the risks outlined above. Selling to an ESOP gives businesses the best of both worlds – employee ownership without the financial risks.

What we’ve seen at NuVescor

In our years of experience in manufacturing industry mergers and acquisitions, clients ask us to focus on ESOP buyers to provide their employees with the opportunity to be owners without having to find a way to finance the transition. The option to sell to ESOPs rather than start them from scratch also ensures sellers that the management is strong enough to operate the business without them. Meanwhile, the sellers, buyers, and employees involved in the ESOP enjoy the advantages that come with the major tax-saving opportunities.

For over a decade, NuVescor has been a leader in the Manufacturing Mergers & Acquisitions industry in Michigan. With years of experience and a proven process, our team delivers excellent results, whether you want to buy or sell a business.

If you’re looking to sell to an ESOP or if your ESOP is looking to grow through mergers and acquisitions, NuVescor can help. Click here to get in contact with us.

An Equity Strategy in Manufacturing M&A: What You Need to Know

An Equity Strategy in Manufacturing M&A: What You Need to Know

The economy looks great for precision machine shop owners right now. For many, the biggest challenge is keeping up with demand. That doesn’t mean growth will be perpetual. Many owners are contemplating a sale now, when values are at record highs. Some, however, think they should keep growing the business to cash in later.

Owners should know that an equity-focused approach is best in this economy. The goal is to focus on maximizing wealth after taxes at retirement. Smaller manufacturing shops are high risk because of high concentration and low liquidity. In an increasingly consolidating industry, that’s doubly true. Your equity strategy can protect you.

So what do most owners get wrong? Many mistakenly believe that growing sales mean growing equity. But company valuations are complex, and ultimately depend on the individual factors the buyer cares about.

An Equity Strategy in a Consolidating Industry

Scale and capital are the powerful ingredients in the recipe for a successful supply chain company with good margins. You must look critically at your business, assessing financial and competitive strengths, the current financial cycle, and the route to the equity goal that is right for your company. There’s more than one way to get there.

Squeezing Profits

This fragmented industry is facing massive consolidation. Roughly the bottom third of competitors are unlikely to survive. Partnerships may be necessary as advanced technologies and automation increase the pressure. New competitive technologies can give you a strong advantage. Your management team needs a strong set of skills, and the ability to scale your company up.

PE-backed regional players invest for cost efficiency and attract strong talent. If you can’t afford these investments, you can get into trouble. Simply desiring to stay in business does not necessarily mean you should.

The Role of Private Equity

PE is currently looking to precision machining. The industry is fragmented, and ripe for consolidation. This is driving higher valuations, and multiple offers even on small companies. This suggests the cycle is peaking, and that the time to sell is now, not at some imaginary date in the future when things will be even better.

Companies that hope now tot exit the industry can avoid a sale by partnering with a stronger partner or PE firm to get more funding and build strength. PE-backed firms eventually sell on a five to seven year cycle, empowering owners and managers to sell at a higher multiple down the road. This may be a better option for owners’ long-term equity strategies, especially if they’re neither well positioned to sell nor well positioned to continue growing.

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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Breaking Through the Fog To Sell Your Company

Breaking Through the Fog To Sell Your Company

Breaking Through the
Fog To Sell Your Company

GRAND RAPIDS, MI – 2020: Owners aiming to sell their businesses don’t always have to look far to find the right buyer. There may be a key manager or managers already on board who have the knowledge, experience and desire to move into an ownership role.

But such deals can be stymied by the daunting and unfamiliar task of transferring ownership. It’s difficult to cross all the T’s and dot all the I’s when you’re feeling your way through the dark. While specialists such as accountants, bankers or attorneys can provide their own expertise, it often takes someone with a broader view to bring all the elements together.

Nuvescor Group, a West Michigan mergers and acquisitions service provider, has the resources to help. Nuvescor partners with other professional service providers to provide the full array of disciplines needed to complete successful and timely business transactions, including management buyouts. Once Nuvescor is engaged to help with such sales, they’re able to break through the fog and get a deal done in a few months.

“Lately, we’ve seen many companies interested in selling to an internal party. We’ve helped in a lot of these situations because people have the interest, but they don’t know how to put it all together,” said Nick Good, Nuvescor’s managing director.

“They’ll work with an attorney, and an attorney is great at the legal side of things, or we see them go to their banker. Banks are great at helping on the financing side, but not negotiating specific deal terms between the parties,” he said.

“We’ve found that people are hiring us quite often to come in and be that intermediary, not only explaining things to both parties, but acting as a hunting or fishing guide. Business owners and the potential buyer or buyers know what they want to do and what they want to have accomplished. We know how to get them there, we have a proven process of doing so, we know the supplies needed, and we know the people you need to talk to to get to the finish line.”

Many family-owned companies are changing hands as the business world experiences a generational shift. The average small business owner in the U.S. is 60 years old, and 40 percent of owners are 65 or older, according to Barlow Research Associates. These owners represent the tail end of the Baby Boom generation, the millions of Americans born after World War II and now at or near retirement age.

The COVID epidemic and its economic and emotional effects may accelerate that exodus, as aging business owners reassess their personal and professional priorities. Some may balk at the time, effort and money needed to adapt or rebuild their business, especially when weighed against other desires such as recreation, travel or time spent with loved ones such as grandchildren.

An internal sale that Nuvescor completed in December displayed the typical challenges such deals can present. The company owner and an employee started talking in spring 2020, with an eye on closing by mid-year. But like in many such scenarios, progress stalled. Nuvescor was hired in September and closed the sale three months later.

“The parties had gone as far as they knew to go, but they didn’t know what they didn’t know,” Good said. “They had talked about a deal structure, but hadn’t signed a letter of intent, and they hadn’t agreed to all of the deal terms simply because they hadn’t thought to discuss certain specifics at certain points of the proposed transaction.

“We walked them through it and got things drafted and signed so the attorneys had the framework they needed, the bank had the documents they needed for the financing, and the shareholders had what they needed to understand the proceeds from the sale.”

Another recent deal was between the company’s owner and general manager. With the help of a banker, they’d been discussing a sale for almost a year.

“Trouble is, they had never really agreed on all of the details of the transaction, simply because they didn’t know what the details needed to be, so the bank didn’t have what they needed to put forward financing,” Good said. “After some initial months of frustration, we got involved in October, and we’re going to close the transaction for them in January.”

Selling a business to an internal buyer has advantages – for the outgoing business owner as well as the company and employees going forward. For the new owner, there’s less of a learning curve and more potential for success.

“With internal sales, there are fewer questions like: Are your employees, your customers and suppliers going to like the person you are selling to?” Good said. “All the customers are familiar with the buyer, all the employees know him or her, all the suppliers know them. They’ve been working with them all along. There is typically less of a worry on these things from the seller’s perspective.”

That knowledge helps reassure the outgoing owner that his or her legacy is in good hands, a major concern when selling a business. What’s more, leaving a viable business behind improves the owner’s prospects of receiving his or her payout. Such deals are often structured with the owner receiving a portion of the payment at close, and the rest over time.

“If an employee is buying the company, and they’ve been doing things the same way that the seller has been, the seller has a pretty good idea of what the company is going to do in the future,” Good said. “This business is going to continue to grow, for example. The picture is much clearer to the seller.”

Nuvescor helps owners sell their businesses whether or not they have a buyer in mind. The company utilizes a proprietary proven process that greatly increases the success rates for business transactions as well as the customer experience. If no buyer has been identified, Nuvescor employs a detailed step-by-step process to market the business, vet potential buyers, and help the parties negotiate a deal. Beyond the “matchmaker” role comes a lot of hard work on the back end to bring the deal to a close.

A business sale that requires marketing the company and finding the buyer is typically a 6-to-8-month process, Good said. If a buyer is already identified that period is reduced to 3 to 4 months. Likewise, a deal with a known buyer costs the selling owner about half as much in fees.

Good sees 2021 as still a good time to sell a business. Interest rates remain at rock bottom, and investors and large companies are looking for acquisitions.

“There is a lot of money out there right now in private equity, and those people exist to buy and grow businesses,” Good said. “Also, in the corporate world, there are many businesses that have cash on their balance sheets and are willing to spend when they see an opportunity to grow.”

About NuVescor Group
NuVescor Group, based in West Michigan, is a distinguished mergers & acquisitions service provider that partners with other professional service providers to provide the full array of disciplines needed to have successful and timely business transactions. NuVescor works within many different industries and has a strong focus and track record specifically in the manufacturing sector. NuVescor utilizes a proprietary proven process that greatly increases the success rates for business transactions as well as the customer experience. For additional information, please visit www.nuvescor.com.

The Most Common Mistakes Business Sellers Make

The Most Common Mistakes Business Sellers Make

The Most Common Mistakes
Business Sellers Make

You’re a pro at running your business—at drumming up sales when you need to, at navigating the ups and downs of your industry, and keeping things running like a well-oiled machine. So you might think you’ll be equally adept at selling it. Most sellers have never sold a company before, and go into the process with many misconceptions that can erode value and ultimately tank the sale. Here are the most common mistakes—and how you can avoid them.

Not seeing things from the buyer’s perspective
Buyers don’t invest in businesses to enrich owners. They are investors, who want to grow the company and see handsome returns on their investment. Consider what information you would want to see if you were buying your business. What would you hope to do with the business? Then be prepared to answer buyers’ questions as quickly and comprehensively as possible.

Letting the business fall apart
Selling a business can be exhausting. Perhaps that’s why so many owners neglect their businesses during the sale process. Buyers don’t want to invest in your promises; they want to invest in the facts of your business. So if your business loses value, it’s a huge red flag. Investors are deeply risk-averse. Don’t activate their risk avoidance tendencies by letting the business fall apart.

Inadequate preparation
A sale isn’t something you can decide to undertake overnight. It requires lots of preparation. With enough time, there is plenty you can do to increase the value of your company. You’ll also need to get your books in order, prepare for due diligence, and increase your company’s curb appeal to the greatest possible extent. Disorganization and lack of preparation make your business look less well-run, and can deter buyers from giving it a second look. The right advisory team can lend professional credibility to the sale process while helping you prepare.

Unreasonable value expectations
You’ve poured a lot into your business. So for you, estimating value can be difficult—not to mention highly emotional. If you don’t know the value of your business or get so offended by value discussions that you walk away, you’ll kill the deal. Your business might not be as valuable as you hope it is. But being willing to take an honest look at key value drivers may help you generate additional value, especially if you plan the deal well ahead of time and work with a professional deal team.

A sale is a transaction that must generate value for both parties. Buyers want proof that your company is worth spending their money on, and they have no reason to take you at your word. So ultimately, avoiding seller mistakes means understanding what buyers want and finding ways to deliver this. For most companies, working with an M&A advisor can make the process easier, more transparent, and less stressful. Your advisor oversees the daily aspects of the deal, freeing your time and energy so you can remain focused on running the company.