The Time Was Right. The Price Wasn’t.
When the owners of Michigan-based transfer stamping die manufacturer, Majestic Industries, were approached by a buyer, they thought the time was right to make their exit from the business. Both in their early 60s, they entered into discussions with the buyer. As they were closing in on a purchase price of around $15 million, the deal began to unravel over issues totaling about $500,000, until it fell apart completely.
Clients of top CPA firm Doeren Mayhew, the Majestic owners met with us as the firm’s investment banking arm, and after the disappointing experience with the buyer who got away, were enthused to hear our investment bankers and M&A advisors say, “We are confident we can get you a better deal.”
With hope renewed, the owners agreed to allow our investment bankers to run an abbreviated sell-side advisory process to identify and approach prospective buyers. Concerned the word might spread in the industry, the owners cautiously permitted our investment bank to talk to only a select few potential buyers.
In a matter of months, Doeren Mayhew Capital Advisors brought in a strategic buyer that ultimately purchased the manufacturing company for about $31 million. Our investment banking team credits the competitive process and the presence of an M&A advisor who understands the value of the business as the key to more than doubling the purchase price the two owners were ready to accept previously.
How the Deal Unfolded
M&A advisor veteran and Managing Director Brian Basil, led the team working on the Majestic sale. Though he admits most investment banking firms run a similar process to identify and attract buyers for a business, he says one striking difference about Doeren Mayhew Capital Advisors is access to the accounting firm professionals. This allows the investment banking team to provide accounting assistance in a moment’s notice and the ability to quickly make a business case for each position taken during deal negotiations.
“We all run the same process, but we are able to deploy the accounting firm processes immediately whereas competitor investment banks make their clients run the traps with their CPA firm,” Basil said. “The response times are always slower and there’s just a disconnect when you have to call in another firm that is not accustomed to supporting merger and acquisition work on a daily basis. Those difficulties can become the deal-killers in a time-sensitive transaction.”
Doeren Mayhew Capital Advisors helps clients sell companies, buy companies and raise capital, Basil explained. But, through Doeren Mayhew, “We have access to a highly specialized group that inspects company books and records – our due diligence group.”
In the case of Majestic, the investment bank found a strategic buyer and arrived at an agreed purchase price. During the inspection period, the buyer submitted their diligence report calling into question some of the company’s earnings, and they requested a $5 million adjustment to the purchase price. Then enter the Doeren Mayhew due diligence team. Within 24 hours, Doeren Mayhew was able to prepare a rebuttal report verifying the earnings and eliminating a purchase price adjustment.
The more time that transpires at each turn, the more likely the deal is to fall through, Basil cautioned. “We squeeze the air out of the process. We’re process experts, and that’s what makes the difference in what we achieve for sellers. Our team has the skills and capabilities to execute transactions that very few firms have.”
Another sticking point that arose during transaction negotiations was the buyer’s request for escrow to cover potential tax liabilities. When a buyer purchases the stock of the seller, the buyer steps into the shoes of the sellers, exposing them to certain risks related to the target’s liabilities. One area of potential exposure is taxes. In this transaction, the buyer’s advisors provided an analysis of a tax issue they believed exposed the company to a potential tax liability, and they requested a separate escrow to cover the potential liability.
“Within 24 hours of the issue being raised, Doeren Mayhew’s tax team was able to show there was no tax liability,” Basil touted. “That kept the deal moving forward, to the seller’s advantage.”
Basil warns his buyers, “When you start adding time in weeks or months, you add significant risk for both market and company-specific issues to jeopardize your transaction closing. Credit market changes, major customer losses and key employee turnover are just a couple of examples of issues that can disrupt your deal.”
There are many things sellers can do to avoid unnecessary delays. Ideally, sellers should have audited financial statements upfront, but this existence isn’t necessarily mission-critical. “We sell companies all the time that have reviewed or compiled financial statements [not audited],” says Basil.
However, the most important thing an owner can do is hire someone who can run an efficient process while the owner continues running the company successfully. Basil stated “An efficient process increases your likelihood of success and achieving your maximum value.”
For new investment banking clients, Doeren Mayhew Capital Advisors and Doeren Mayhew are able to work collaboratively to produce a seller due diligence report which identifies shortcomings before going to market. In Majestic’s case, the accounting team already knew the numbers for this longtime client and were able to work with our investment bankers to get the story straight and present the company appropriately. The presence of advisors who were able to not only access the numbers instantly, but understand their impact on marketability of the enterprise made a huge difference in how the company was presented to prospective acquirers.
“Surprises in diligence only hurt you,” Basil warns. “You’ve got to go into the process knowing your weaknesses and present them in the right light.”
The close relationship between Doeren Mayhew Capital Advisors and Doeren Mayhew provides clients with a clear advantage in executing their transaction. An intimate understanding of a client’s situation coupled with process efficiencies, which can only be derived from this integration of advisors, is a clear competitive advantage to the benefit of our investment banking clients.
Hand Me My Fishing Pole, Will You?
About the only job Majestic’s former majority owner, Jim Butler, has to delegate these days is which grandkid to carry the fishing tackle.
Because Butler had worked with Doeren Mayhew for such a long time, he trusted them when they asserted their investment banking team could turn a disappointing experience into an even better outcome that has given him a life he loves – focused on family.
“I couldn’t have done this kind of deal with this result without them, I know that. The professionals at Doeren Mayhew Capital Advisors were awesome to work with. They made this experience as good as we ever thought possible. I think their integrated approach and affiliation with their accounting firm made the whole process extremely efficient and was really an important part of our achieving such a great result,” said Butler. “I cannot say enough good things about our investment banking team. Maybe the best thing I can say is that if I had more companies to sell, I would be hiring Doeren Mayhew Capital Advisors to sell them.”
His partner was skeptical at the onset. As is common for many business owners, the thought of paying a large success fee to an investment banker gave him pause.
“When we were able to get him twice what he would have gotten in the other deal, his mood improved dramatically,” Basil recalled. “He saw the value in professional advice and deal expertise, and realized doing the deal without us would have cost him millions of dollars.”
Interestingly, with the help of our investment bankers, the owners sold the company on Friday and didn’t show up for work on Monday.
“It’s very rare that this happens,” Basil said. “An owner must have really good management underneath them in all the important roles – sales, operations and finance/accounting – to be able to slide the keys across the table and walk away.”
“Your long-trusted, well intentioned business attorney, might not be the best choice to negotiate the purchase and sale documents. Sometimes, they unwittingly bust your deal,” Basil said. “Best to surround yourself with transaction experts – investment bankers, accountants and attorneys – to build an experienced team that will maximize your chances of closing at the highest possible price.”
Doeren Mayhew Capital Advisors Managing Director Brian Basil and Director David Praet, supported by firm associates, took a lead role in the Majestic transaction, while Doeren Mayhew Shareholder Rich Beamish led the time-sensitive accounting work that helped the clients realize this great outcome.