by Dave Turgeon, VERTESS
I’m constantly asked by potential clients, “What can I get for my business?” This question is often followed up by them telling me they’ve heard of similar companies selling for extraordinarily high prices. Those prices are often expressed as a multiple of revenue or earnings before interest, taxes, depreciation and amortization (EBITDA). They’ll apply a multiple to their business and tell me they’d be happy to sell at that price. While this is not an unreasonable approach, oftentimes the multiples they’re using are not realistic.
My goal is to speak about the market and, hopefully, be a valuable resource to you. In this article, I’ll discuss the market and provide some perspective from the buyer’s side. Sellers don’t often consider the buyer’s considerations and process, but these are essential to completing a successful sale. I want this article to be helpful to business owners as they consider their best options for pursuing and completing a sale.
Capital Driving Acquisitions
First, let’s talk about capital. Today’s market for buying privately owned businesses is large and growing. There’s an abundance of capital looking to be deployed in these markets. For the most part, that capital is sitting in private equity (PE) funds. As I write this article, the amount of capital, or “dry powder,” seeking investments is almost $2 trillion. That’s the largest in history.
That capital was invested into PE funds largely by pension managers, insurance companies, university endowments and high-net-worth individuals. Money managers have been allocating more capital into PE because it has generated better returns than other options, including the public markets, real estate and others. PE firms compete for capital from investors, and they’re judged on their performance versus others. Capital seeks its best use and highest returns.
Most people expect PE’s returns to continue to be strong and more capital to be deployed in the private markets. That will mean even more investment capital available and more transactions in the coming years. Keep in mind that 2021 was a record year in terms of the number of transactions and capital invested.
As of this writing, we have a lot of liquidity in our capital markets. The forward-looking price earnings ratio of the S&P 500 is 21.3x. At the same time, you can usually acquire privately owned companies for less than 10x their trailing earnings. (Note: Public companies are generally valued on a forward-looking basis while private companies are value of trailing 12 months.) There are many reasons for this difference in valuations, including risks and liquidity, and this disparity in values is driving some of the investment decisions.
Private Equity Firms
In a future article, I’ll explain the PE model in more detail. For this article’s purposes, I want to point out that there are over 10,000 PE firms, family offices, fund-less sponsors, and other entities acting like PE.
Keeping track of all these firms and their focus is a significant effort. In general, the firms are organized by size and expertise. At VERTESS, we specialize in health care and human services, and we monitor the buyers for every kind of business within the industry. That includes transaction size, specialty, geography, prices paid, holding period, capital to invest and investment thesis.
The Buyer’s Perspective
Now let’s dive into how buyers typically approach an acquisition.
For most of my career, I ran the acquisitions efforts for public and PE-backed organizations. We devoted our energies to figuring out our best use of capital. It meant finding the greatest returns by combining companies in ways that made them more valuable than they were on their own.
We’d start each year with a budgeted amount of capital. For example, our budget might be to invest $80 million dollars during the year. Our success was measured by two criteria. First, did we deploy that capital within our return requirements? Second, did the closed deals achieve successful outcomes, with successful outcomes meaning our operations teams achieved their expected or pro-forma results?
To deploy our budgeted capital, we needed to look at and negotiate with numerous companies—far more than what we were budgeted. If we had a budget of $80 million, we’d be speaking with the owners of businesses whose aggregate value was over four times that amount. Some conversations with these owners went on for years.
The Buying Process
The buyer’s evaluation process is several steps. First, the target acquisition must meet certain characteristics to be considered a fit. This is a binary yes/no decision. From there, targets are prioritized based on several factors. One factor is the purchase price.
Buyers estimate how much EBITDA a target acquisition would generate for them by creating a pro-forma income statement. They might start with the seller’s EBITDA and then add costs savings and revenue enhancements to calculate what the buyer believes it can generate under its ownership. Assume a seller generates $3 million of EBITDA and that a buyer may be able to consolidate back-office operations, achieve better purchasing power and negotiate higher reimbursement rates. A buyer may be able to generate $3.5 million of EBITDA for the same business. The buyer will consider a purchase price based on both the seller’s and its own EBITDA.
Sellers generally don’t know and never learn the buyer’s EBITDA. Every buyer calculates that amount for themselves as benefits and opportunities for one buyer may not be available to another. Comparing seller multiples among transactions does not provide an accurate or complete picture. A buyer may pay 9X seller EBITDA, but they may be paying 7X the buyer’s EBITDA.
Figure A below is an example of a buyer’s spreadsheet listing all target acquisitions available to a buyer at a given time. The purchase price is included, as are the multiples of seller and buyer EBITDA. Deals are prioritized, in part, based on the purchase price. The price paid has a significant impact on your return on capital.
When a seller is demanding a price that’s out of line with what other similar companies are willing to accept, they’re deemed less attractive. You may hear a buyer utter the words, “Why would I pay someone 9x EBITDA when I can buy that same EBITDA for 6x?” When I was buying companies, I was seeking deals in 18 different metropolitan areas. If a seller in Phoenix, Arizona, wanted 10x EBITDA but a seller in Dallas, Texas, would take 5x (assuming similar businesses), then I’d buy the Dallas business.
In Figure A, you can see the options available to the buyer. This analysis is constantly changing. Target companies are added and deleted. Purchase price negotiations go on, and that leads to changes in valuations and priorities.
Markets are also in a constant state of change. Buyers monitor what others are paying for businesses. We recently saw a large company in the intellectual and developmental disabilities (I/DD) space sell for a larger value than most people expected. It was higher than previously closed comparable transactions. The PE firms invested in this space didn’t take that as a negative signal, meaning they’d need to pay more for other companies. Rather, they saw it as a positive because when they go to sell their business, they can expect to receive a larger exit price.
Regarding buyers, keep in mind that a buyer is not looking to acquire every company they’re talking to. They’re not looking to buy every company that meets their return requirements. They’re only looking to buy enough companies to meet their budgeted acquisition spend. They’re content to invest capital in the current year on those opportunities they can acquire cheapest.
When a seller comes to market, they’re competing with all other sellers in the market. They’re competing for the capital that will be spent in any given year.
As discussed, there’s currently a significant amount of capital seeking deals and buyers are very busy. At the same time, there are many private companies seeking to exit. One important characteristic of today’s sellers is the high number of baby boomer business owners seeking to transition to retirement. The large number of buyers and sellers are driving the unprecedented volume of activity — roughly 7,100 transactions in 2021.
There are many sources for estimating the number of sellers today. The Small Business Administration estimates approximately 27 million small businesses that generate roughly half of our country’s gross domestic product. The point is that buyers have a lot of sellers to consider in their buying process. Multiple options for buyers are keeping the prices from moving higher. It’s a perfect example of supply and demand.
VERTESS tracks the total market and sellers for each of the verticals we support. That number is more relevant than the total U.S. market.
It would be almost impossible for a business owner to get the best value for their business by simply working with a buyer who called them. The markets are so abundant with buyers that an owner’s best option is to wisely market their business to all quality buyers. That means finding an advisor who understands their market, knows the buyers and their needs and wants, and can construct the value proposition accordingly. The advisor essentially creates the market for each client.
For years, it was understood that in three out of four transactions involving an advisor, the seller never heard of the buyer of their business before the transaction. As the markets have gotten busier, that 75% figure has been rising. Assume for a moment that you asked a business owner to list all the buyers that would be interested in acquiring their business. For every buyer they list, there are now four others that the business owner never heard of. This is one of the most important reasons sellers should use a knowledgeable advisor.
At VERTESS, managing directors specialize in specific areas of health care. That allows us to dedicate all our time and efforts to just one or a few areas and gain a deep industry knowledge. It allows us to work with dozens of buyers to understand their goals at any time. It allows us to represent our clients better than others possibly could. For example, I completed a large transaction at one point in seven weeks (from first meeting to the close). The buyer was willing to pay a significant premium but needed to complete the deal prior to their year-end.
Figure B was recreated from the book Mastering Business Negotiation, written by Roy Lewicki and Alexander Hiam. Buyers and sellers have ways they approach a transaction. The authors of the book created this diagram and use the terms “opening,” “target” and “walkaway” prices. This diagram and its concepts can be helpful for sellers as they think about the process from both sides. To get to a transaction, there must be an overlap of values for the two parties.
I’ve also included this diagram to make a particular point. As mentioned, I used to be a buyer. I can’t tell you the number of times I was able to acquire a business at values well below what I was willing to pay. I’d ask a business owner what they wanted for their business, and they would give me an answer. This figure was often less than half of what I was willing to pay. We were negotiating with more owners than we could acquire. Owners were negotiating without the help of an advisor. We took advantage of the situation.
My goal now, and what I do at VERTESS, is to help business owners get their very best deals when they’re ready to exit. To put that in the context of Figure B, I want sellers to get a value at the top of the market and as high as a buyer is willing to go (up to the buyer’s “walkaway” price). To accomplish this goal for our clients, we specialize and understand markets better than others. We know how to market businesses and the buyers that are most likely to get to close and pay the highest price.
I started this article by citing the seller’s popular question, “What can I get for my business?” If you asked me this question, the answer I’d give is that we will provide guidance in terms of similar transactions, and you can trust me and my colleagues at VERTESS to follow a process that will lead you to your best results. We’ll manage the process from beginning to end in a transparent fashion that should give you comfort and confidence in the end results.
Dave Turgeon is the Managing Director at VERTESS. He can be reached at [email protected].