Our Best Case Study Yet!
In the competitive world of IT Managed Service Providers (MSPs), Embarc Advisors facilitated a remarkable transaction, securing a premium multiple in a challenging sale. This MSP successfully attracted multiple offers, thanks to Embarc’s strategic planning and efficient sale process. Most notably, our innovative tax structuring eliminated capital gains taxes for the seller, resulting in a truly exceptional outcome. This case study recaps the process and strategies that made this possible.
Background: Overcoming Significant Challenges to Maximize Value
The MSP in question was working through operational changes that typically lower a company’s valuation in the M&A process.
- They did NOT have formal customer contracts
- They had greater than 15% of their revenue in non-recurring break-fix services
- Most recently they churned one of their largest clients
Maximizing the Multiple Through Strategic Finance and Deal Processes
What is the valuation for a $1 million EBITDA IT MSP? Many industry experts say on average it trades for 6-6.5x. So what drives a +8x multiple?
Sellside Readiness Plan. Before a company goes public, it goes through an IPO Readiness process. Before a private equity firm sells its portfolio company, it “optimizes” the business. Similarly, sellers can benefit significantly, by optimizing a business for sale. For example, in this client’s case, we allowed some low profitability customers to churn, which improved margins and EBITDA. Sellside Readiness is the equivalent to staging a home before a real estate transaction. It may be the same house, but a well-staged home sells better.
Market a story. Remember “Facts Tell, Stories Sell.” Most MSPs do the same thing more or less, but they are all unique and different under the surface. Selling the story that made this particular MSP special (despite no contracts, break-fix revenue, and recent customer losses) was a key factor in driving up value. There are eight key metrics that every MSP should consider before selling. Then weave the strengths into a compelling pitch that makes your MSP sound like the best MSP in the world!
Run a thorough process. To maximize valuation, it is imperative to run a process. When we receive ~10 bids in a process there are always low-ballers and there are always outliers. The outliers bid high because there is synergistic value pertaining to their specific situation. A top bidder in one process does not always bid high in every opportunity. That’s why it’s important to get several bids and compare – preferably all on one day.
Here are the results of the bids received, and their EBITDA multiples:
Maximizing EBITDA With Fully Loaded, Defensible Add-Backs
Every seller should conduct a Quality of Earnings (QofE) on their business before selling. The quality of earnings ensures that:
1. All possible add-back items are identified and added back. If a company trades at 8x EBITDA, even $10,000 in add-backs is worth $80,000. Considering a QofE costs approximately $25,000, the ROI is already over 3x. Typically, a thorough QofE identifies over $100k in add-backs beyond the simple “owner salary add-back”.
2. The QofE also increases the probability of closing. A recent analysis by Axial, a leading middle market M&A marketplace, identified that discrepancies in the QofE and the resulting misalignment in valuation are the top reasons for deals falling through post-LOI. By preemptively conducting a QofE, the seller can mitigate this risk and significantly increase the probability of close.
3. A QofE expedites the post-LOI due diligence process. Sellers should keep in mind that their negotiation power is largely diminished upon entering into exclusivity. Therefore, it is in the seller’s best interest to close deals as soon as possible upon signing the LOI. We also know that “Time kills all deals”.
We always say the QofE is the highest return on investment (ROI) investment that a seller can make. Private equity prepares a quality of earnings every time they sell a portfolio company. Owners should learn from this best practice and do the same.
The Game-Changer: Zero Capital Gains Taxes Through QSBS
The fully adjusted EBITDA and premium valuation multiple, already allowed our client to achieve “their number.” It was already a win for the seller, but the real standout of this deal was our ability to eliminate the seller’s entire capital gains tax liability. Leveraging Qualified Small Business Stock (QSBS), we engineered a tax strategy that maximized the seller’s after-tax proceeds.
Every seller should conduct advanced tax planning. The sooner you plan, the more benefits you will reap. Among all the tax planning tools, QSBS is the most powerful. It eliminates (not defers) up to millions in tax liability.
Unfortunately, most middle-market business owners are not aware of this tax strategy or find out about it too late. We recently hosted a webinar with Gary Fitzpatrick who is the lead M&A partner at law firm Brown & Streza to help more business owners understand how to implement QSBS.
For serial entrepreneurs/business owners that have more than one business, there are advanced QSBS strategies to mitigate the onerous 5-year holding period. Reminder: Embarc Advisors does not provide tax advice – but we work with top tax advisors who have experience closing multiple QSBS transactions to ensure owners reap the benefits.
Conclusion
This case study highlights the complexity of an M&A deal. It’s not just about finding buyers. It’s not just about the multiple. Many business owners invest ten, twenty years of their blood, sweat, and tears into their business. When it comes to selling the business and harvesting the rewards, it’s critical that sellers are aware of ALL of the value drivers to maximize their outcome. In M&A, there are no do-overs.
- Market the highest EBITDA possible
- Obtain a premium multiple that your business deserves
- Minimize your taxes
About Embarc Advisors
Embarc Advisors is an innovative M&A advisory firm that was founded by entrepreneurs to serve entrepreneurs. We bill hourly (like a law firm) instead of taking a success fee on the transaction value. Why? Well, first of all, we would have ZERO incentive to minimize taxes if we only focused on a transaction fee tied to headline value. But more importantly, the sale of a company requires a lot of time and care to get it done right.
The hourly model incentivizes us to put in the extra effort – to do a QofE; to get as many bids as possible; to think outside the box to minimize taxes; to problem solve any issues even after the LOI – including the net working capital, etc. It also ends up being less expensive when the deal closes.
We bring everything a seller needs to maximize their transaction value.
- A CFO team that runs the Sellside Readiness playbook
- A Transaction Diligence team that conducts the QofE
- An M&A team that runs the transaction process
We partner with leading M&A lawyers, tax advisors, and wealth managers to ensure our clients maximize their once-in-a-lifetime exit opportunities. We are excited to hear your story, where you are in your journey, and brainstorm how we can be of assistance.
The post September Newsletter: This is What Makes a Blockbuster M&A Deal appeared first on Embarc Advisors.