At Business Sales Group, we have recently been made aware of two businesses that paid hefty prices for failed roll-ups.   Each owner believes he lost over $1 million due to failure to bring about the desired results.  Although good “in theory” and having looked good “on paper”, the execution of each lacked the right players and advisors to see the deals through. Roll-ups are a type of Multiple Arbitrage. Multiple Arbitrage is “the practice of increasing the value of a company without having made any operational improvements to it. In other words, you are arbitraging the multiple at which the company is bought and sold” according to Billy Fink, Deal Professional.  In more simple terms it is the equivalent of a used car dealer buying a car, washing it, putting new wheels on it and then selling it for a profit.  Multiple arbitrage is doing this same thing to businesses. The business isn’t changed, it is just made to look more attractive to investors who are willing to pay more for it.

I’ve quoted a good article below about Multiple Arbitrage and how it works by Billy Fink.

Multiple Arbitrage: What Does it Really Mean?

By Billy Fink / June 19, 2014

Deal Professionals, Negotiation, Valuation

The private capital markets are notoriously opaque. Their tendency for confidentiality and less rigid regulatory standards make them particularly complex for the inexperienced. Although this opacity can be difficult — adding layers of convolution to deal sourcing and relationship management — it can also create lucrative opportunities, particularly in the form of multiple arbitrage.

Multiple arbitrage is the practice of increasing the value of a company without having made any operational improvements to it. In other words, you are arbitraging the multiple at which the company is bought and sold.

Successfully realizing a multiple arbitrage strategy can be extremely tricky and is most often used by private equity firms and strategic buyers to generate automatic positive returns even before realizing a single synergy or cost cut.

Multiple arbitrage hinges on the fact that asset valuations vary widely for different types of buyers, allowing there to be a buy-sell spread for savvy acquirers. Knowing that simple changes can have significant effects at a future sale date allows private equity firms, and some strategic buyers, to assume a certain ROI based on the value inherent in a given company.

An understanding of the method can help both buy-side and sell-side advisors win fair prices for their clients. Below are 3 primary uses of a multiple arbitrage strategy:

1. Merging add-ons to grow size

The larger of two identical companies usually sells at a higher multiple because it is simply larger. If companies with $25M in EBITDA sell at 5x earnings and companies with greater than $100M EBITDA sell at 7x earnings, a company with $100M in EBITDA can hypothetically acquire a $10M EBITDA company for $50M and automatically be able to sell that company, as part of its whole, for $70M. Since the acquirer did nothing to change the operational workings of the acquired business, this is multiple arbitrage.

Some strategic buyers and private equity portfolio companies build strategies around rolling up industries solely for the purpose of increasing aggregate EBITDA and then being able to sell the whole company for a greater value than the sum of its parts. This practice has become more common as competition has driven larger firms to look into the lower middle market for add-ons to accelerate growth in their existing platform companies.

2. Repositioning the target in a more buoyant industry

Assumed profitability growth is another driver of company and industry valuation multiples. Take for example the story of a glass business. If a group of buyers believe that the smartphone market will grow faster than the window pane market  – because of bullish views on the middle class and bearish views on construction — then they may be willing to pay more per share of a smart phone manufacturer’s earnings than those of a window manufacturer’s, say 11x and 9x, respectively.

A manufacturer of windows may also have the capabilities to turn glass into something useful for smart phones, say their screens, without having to make any manufacturing changes. Thus, a financial buyer could purchase the window manufacturer at 8x EBITDA, tweak the strategy and business plan, and flip it back into the market as a smart phone play at 15x EBITDA. Likewise, a smart phone company could buy the window company at the 8x, fit it into the business model, and capture the spread when it sells itself at 15x.

3. Rolling a private company into a public one

If a public company trading at 20x earnings buys a small private company for 10x earnings, the earnings of the latter automatically trade at 20x as part of the whole entity, given that the transaction is small enough not to be scrutinized. When the public company reports earnings the first time after making the acquisition, the tranche of its earnings from the acquisition naturally trades at the same multiple as the whole entity, 20x instead of 10x, completing the arbitrage.

Being aware of multiple arbitrage and keeping it in mind when doing a deal can benefit all parties in a negotiation. As a buyer, you may be able to identify multiple arbitrage candidates to solidify a stronger IRR. If you have confidence in the spread and think it is priced correctly, there are few reasons you should not pursue the arbitrage. On the flip side, a sell-side advisor can push for a higher purchase price for their client. Knowing that a potential buyer may be looking at your sale as an arbitrage opportunity allows you greater leverage when negotiating a selling price.

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Rick brings a unique blend of sales, entrepreneurial, and financial experience to Business Sales Group.  He began his career as a CPA, working in Nevada and Utah where valuable financial experience was gained. He uses those skills every day. He graduated with a Master’s of Science Degree and Bachelor’s Degree from Utah State University.  As a business owner he started Liberty Mortgage, a mortgage bank licensed in 23 states nationwide. He eventually sold the successful company to an investor from California.  He has been in the M&A space helping people sell their businesses since July, 2010.  During his first year as a business broker with BRC, he listed and sold more businesses than the entire office combined.

As a sale-side advisor for Mergers and Acquisitions transactions he brings a unique blend of financial, advisory, accounting, and management skills to the table helping sellers maneuver the intricate details of the deal through closing

In the M&A world, as a sale-side advisor, I often get asked “what is normal?”  This article is designed to address 8 of the common “normal” parts of the sale of a business.  Selling a business is not something a person does often, so knowing what is normal will help you, as a Seller through the process.   As a sale-side advisor I go through this process often.  Here is a list of things that are usually normal, but not all-inclusive. Every transaction will have inherent unique obstacles that will need to be overcome. Having a good Sale-side Advisor is paramount to assist you through the process.

1.  Seller’s Remorse.  It was the day of closing and we were going to the Attorney’s office in the next hour. My phone rang and my Seller was frantic. He asked me to reassure him that he was doing the right thing.  We went through the pros and cons of selling his business over the phone.  He was getting top dollar for his business and it met his expectations. The sale would free his time up which is what he wanted. I explained to him that this was “normal” and most sellers went through anxiety about selling their business (their baby).  He then breathed a sigh of relief. He as glad he was selling because it helped him meet his goals. He was just having doubts because he still loved his business and the people he worked with.   As a business owner you have put your blood, sweat and tears into your business. You have made sacrifices that few would understand. You have lost sleep and stressed over every detail and now you are considering selling.   What are you thinking?  This is normal.   It is much like sending a son or daughter off to college.  It is necessary for their growth and your sanity.

2.  Squabbling over every detail.  A sale of a business is a partnership moving forward.  This is the case even if you, as the Seller plan to exit within a few weeks of the closing.  A smart buyer will not haggle over every detail and beat you up so bad through negotiations that you feel bitter toward him. The reason for this is he needs you. If you resent him you won’t give him the guidance he needs.  Buyer’s won’t usually push you on every little detail. The transaction will need to be a win/win.

3. Buyers will push hard.  Buyers will push the envelope and try to get as much as they can during due diligence. I’ve even had buyers ask to meet with employees, customers and suppliers prior to closing.  Because Buyers sometimes behave badly ( in their defense, they do not mean to be this way, they just want to make sure they have all of their questions answered), a good M&A advisor is necessary to mediate and control the buyers.

4. Dissection of financials.   Due Diligence is the time for Buyers to examine all of the records and information about the Business. This will include a close scrutiny of the financials. Be prepared to answer “hard” questions about every aspect of your financial reporting.  Buyers will often hire outside people to examine the Business as well. Be prepared to work with several people during the Due Diligence period.

5.  CPA & Attorney involvement.  At some point in the transaction you will want to hire a good CPA and Attorney.  Make sure your CPA and Attorney are “deal guys” meaning make sure they have advised their clients before for the sale of their businesses.   Ask your Sale-side advisor if you are unable to find a good CPA or attorney.  One must also put a leash on their hours.  The billable hours can get out of hand and run up your costs unnecessarily.   Be careful to not let the CPA’s and Attorneys “kill” the deal.   I’ve seen many a deal lose steam when the CPA’s and Attorneys joined the team.  I even had one particularly bad CPA try and talk my clients out the sale on numerous occasions. That will happen occasionally.  Stick to what you know to be true.   Don’t let the naysayers spoil a good deal.  You must hire the best.  Hire “deal guys.”

6. Operating Capital.  If cash and operating capital is part of the deal make sure you monitor this carefully.  You can end up with far less cash than you expected due to an Operating Capital deficiency at closing.

7. Downturns in the Business.  Buyer’s don’t like to see a downturn or customers lost during Due Diligence. As you go through the sales process make sure to “mind your business”. Take care of business and be careful to not let the sale sidetrack you or your motivation.

8. Due Diligence.   Due diligence is where the Buyer will examine your business and financial records.  It usually lasts 10-30 days, but can be bit longer.   During this time be prepared to answer hard questions about your performance and the business.  BE HONEST.  Don’t hide anything bad from the Buyer as it can make you end up in court where no one wins.   If you have a sensitive issue discuss it with you Sale-side Advisor prior to disclosure to the Buyer.  Full disclosure is a must. Deal with the issues and help the Buyer understand your business.

Selling your business can be a gratifying experience. I hope that these tips help Sellers better understand the process and what to expect to alleviate the stress associated with selling a business.

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M&A Advisor

Rick is a Principal with Business Sales Group, a Mergers and Acquisitions firm in Heber City, Utah. He brings a unique blend of sales, entrepreneurial, and financial experience to every business he sells. He began his career as a CPA, working in Nevada and Utah where valuable financial experience was gained. He uses those skills every day. He graduated with a Master’s of Science Degree and Bachelor’s Degree from Utah State University.  As a business owner he started Liberty Mortgage, a mortage bank licensed in 23 states nationwide. He eventually sold the successful company to an investor from California.  He has been helping people sell their businesses since July, 2010.  During his first year as a business broker with BRC, he listed and sold more businesses than the entire office combined.

As a Sale-side Advisor for Mergers and Acquisitions transactions he brings a unique blend of financial, advisory, accounting, and management skills to the table helping sellers maneuver the intricate details of the deal through closing.