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If Selling is in Your Future, Move Quickly

By: George Spilka
Posted: April 10, 2012, from the May 2012 issue of GCI Magazine.

To contact author George Spilka about this article, click here.

As this article is being written (during the third week of March 2012), there are many reasons why middle market owners wanting to sell their companies during the next 10 years should consummate a sale no later than 2014, and preferably sooner. Although most points discussed here pertain with equal relevance to all companies regardless of size, the article is primarily directed at middle market companies, which are firms with transaction values between $5–250 million.

I am more optimistic about the prospects for the short- and intermediate-term (the next two to three years) acquisition market than I was last year. This year, 2012, should be the best time to sell a company because of the likelihood that market conditions will be strong. They will probably continue that way through 2013 and quite possibly 2014. After that, the market becomes problematic. However, I am much more negative about the long-term than last year. I expect a severe downturn to occur that will have a significant impact on the U.S., and probably the global, acquisition and financial markets sometime before the end of the decade. The economic conditions it creates are likely to remain for an extended period of time, much longer than from the Great Recession, and these conditions could have a damaging impact on the market value of U.S. companies.

Why You Should Sell

The following are certain reasons why you should consummate a sale by not later than 2014, and preferably by the end of 2012 or 2013.

  1. Acquisition pricing is very strong now. I would anticipate it will remain this way through the end of 2013.
  2. It is likely there will be a second Obama administration. In order for them to start significantly reducing the deficit, it will require more than spending cuts, as there are not enough spending cuts to make without harming the very structure and fabric of the U.S. Correspondingly, it likely will necessitate an increase in taxes. These revenue-raising measures will most likely primarily be focused on increasing the taxes on the wealthy, possibly significantly. And one of the taxes I expect is almost certain to be increased is the capital gains tax. I estimate the increase to at least 20%, if not 25%. If it is increased to 25%, your net after-tax sale proceeds have just been reduced by 10%. This is a sizeable hit.
  3. Numerous private equity (PE) acquirers have a pressing need to invest capital promptly. Many of these funds received money from their investors in 2008 before the market crashed, and that money basically sat idle for two and a half years. The PE firms are now under tremendous pressure from their investors to get that money invested. This is driving these firms to invest that money quickly. For certain quality companies, they are willing to overpay if they have to, rather than risk losing the deal. This has produced some attractive selling opportunities.
  4. Many U.S. corporations currently are flush with cash and have extremely strong balance sheets. This makes strategic acquirers very aggressive in the acquisition market and willing to pay strong multiples.
  5. The stock market performance during the first two months of 2012 has been extremely good. This has been a contributing factor to an increasing level of optimism and buoyancy in the business community.
  6. The interest rates are low and should remain low through the foreseeable future. I don’t anticipate the Federal Reserve deviating from its stated policy of keeping interest rates low until 2014. The majority of the Fed Governors don’t feel it is worth the risk to implement a restrictive monetary policy, as they believe that the premature implementation of a restrictive monetary policy was a major factor causing the depth and length of the Great Depression.

The Long-Term

The following are certain reasons why the U.S. is likely to be faced with a rough economic and financial scenario by the end of the decade.

  1. Although the European economy and financial mess has not been in the news as much during the past few weeks, the problem is far from receding. There are too many countries that have to make decisions that then must be sold to their own disparate domestic constituencies. This negates the dramatic action necessary to begin extracting many of these countries—such as Greece, Spain and Portugal—from their current financial situations. Furthermore, it appears the EU is trying to defer the problem, basically hoping it will go away or they will discover a painless solution to it. This is unlikely to happen. The European banks are also in a very weakened condition, and this will impact the world economy, as these banks have financial relationships with the world’s major financial institutions.
  2. The combination of problems the U.S. face—including its budget deficit, the economic stimulus still required to get the economy back in a self-sustaining mode, the disparity of income between the “haves” and “have-nots” and the gridlock between the warring political parties—creates a situation that becomes an almost intractable problem. The U.S. must find a way to bring its deficit under control over the next three years without doing anything precipitous that would push the economy back into a recession. This will be very difficult with the current political system. If these problems are not solved promptly, the country’s economy and financial markets will likely be in very precarious shape.
  3. The emerging markets have driven the world’s economy for more than a decade. However, current problems and others on the horizon will diminish the positive impact of the emerging markets on the global economy. The growth in China has slowed. In addition, the country's four major banks are all state-owned. They have been proppin -up many failing state-owned companies. In turn, these banks have been supported by the national government. Correspondingly, the Chinese financial system is not as healthy as it appears to be. The slowdown in China’s growth will have a substantial negative effect on all countries, but especially the resource-exporting ones. Brazil will be one of the most affected, as China is its major trading partner. This coupled with Brazil’s industrial sector could cause a major slowdown in Brazil. India is now facing its highest unemployment rate since 1983, its lowest growth rate in two years, and troublesome government situation that's doing little to solve larger problems. Overall, the emerging markets are not likely going to be the world’s growth engine they used to be. This could have a major impact on the developed world’s economies.
  4. There are numerous geopolitical hot spots. The major ones are in the Middle East, including Iran with its threat of nuclear weapons. This is exacerbated by the potential of an armed conflict between Israel and Iran. There is also the nuclear threat in North Korea that now has a news leader controlling its charge for nuclear weapons.

As you look at the many significant problems facing the world, it is unlikely that enough of these problems can be avoided to avert not having a dramatic negative impact on the acquisition and financial markets.

Advice On Planning And Timing Sales During This Period

You should retain an investment banking firm that can position your company to guide and time its sale. You do not want to do this yourself or use a firm that doesn’t have unique and specialized acquisition market knowledge.

It is essential that you don't miss the window of opportunity that you have to realize a premium transaction price during the next two or possibly three years. This becomes even more critical when we remember the acquisition market conditions caused by the recession from late 2008 through the third quarter of 2010. You need an investment banking firm whose fundamental philosophy is to consummate a sale only when their clients have obtained the optimum price, not one that just wants to close a deal quickly at any price. Your advisor should be willing to spend the time to position and time the sale, so that it generates the maximum transaction price.

The current period presents a window of opportunity to obtain a premium price. However if this window is missed, there is a substantial long-term and likely long-lasting risk that the company’s value will be reduced due to events beyond the seller’s control.

It takes an extremely perceptive and sophisticated executive to understand the level of risk lurking over the global economy—and correspondingly, their company’s value for the remainder of the decade. If these risks come to fruition, it could have a significant effect on the economy and financial markets. The best time to cash-out for anyone that expects to sell their company in the next 10 years is by doing so no later than 2014, and preferably by the end of 2012 or 2013.

George Spilka is president of George Spilka and Associates, a national investment banking firm he founded in 1978 that advises clients through the entire acquisition process and also in preparing a company for sale. The firm's client base has included a diverse group of manufacturing, distribution, packaging and service companies. He can be reached by e-mail at spilka@georgespilka.com, by telephone at 412-486-8189, or by writing him at George Spilka and Associates, 4284 Route 8, Suite 301, Allison Park, PA 15101. You also can learn more about the firm at its website, www.georgespilka.com.