M&A - Back from the dead?
Just a few months ago at the start of the current recession, there was much talk, anticipation and excitement on the ‘buy’ side about the prospect of numerous portfolios coming on to the market at hugely discounted prices. It was expected that some lessors would have to sell their crown jewels just to stay afloat while a lack of liquidity would cause others to head for the emergency exit and sell what they could for whatever sum could be agreed. So many theories and strategies were prepared by specialist M&A firms we almost ran out of code words !
On the ‘sell ‘side, those wanting to retire and sell the business, balance their sector exposure, move off some unexpected problems, faced a different set of challenges. How do I part with my prize – or not so prized - assets? For many lessors, years or even decades of growth, have meant little practice in selling. My (usually unappreciated) words of comfort/support to lessors preparing for sale has been ‘Due Diligence is good for the soul. It will tell you more about your business than you could possibly believe’. That saying was never disproved but did lead to some alternative strategies about how to react to whatever problem or opportunity had been identified.
Well, what happened to all of the M&A activity? Of all the talk - as usual – turned out to be mostly that – just talk. Certainly, portfolios were for sale – some of them were even quite good, some were OK – just, but most were far from that and were perhaps an attempt to off load portfolios of dubious quality that wouldn’t be discovered in all the excitement of the expected ‘gold rush’. Such vendors were doubly disappointed – firstly because the leasing community is usually pretty smart and even when at fever pitch, some pretty wise heads remain cool and still ask awkward questions. Also, the pricing levels were usually unrealistic. As a general rule, anything at more than a 15-20% discount to NBV needed some serious probing. There were – and perhaps still are – some serious discounts for some books but obvious questions on the topic of ‘who, what and why’ usually produce an answer along the lines of anything that cheap will cost you dear in the short to medium term!
Also, the market for buyers was pretty tough. The almost complete lack of liquidity in the market meant that even if portfolios did survive any decent DD analysis, there were very few sources of debt available to support any purchase irrespective of its price or strategic value. I don’t believe that anyone really imagined the seriousness of the coming situation in the heady days of September/October 2008 when we spoke about trimming portfolios, attaining a better sector exposure profile - and taking advantage of the downturn to make your operations as fit as possible.
Certainly, there is now more money available for the right project. Although some larger consultancies have withdrawn from asset finance M&A, Invigors are engaged on a number of programmes at present with real chances of success. BUT they have been a long time in the making and have been a combination of a long hard slog, patience, painstaking attention to detail and we have certainly not found any easy answers to some of the issues being faced.
Just a few specific questions to ask about any portfolio are usually enough to send shivers or a tingle up the spine of the acquirer:-
- Is it really for sale – why; do I know/trust the vendor?
- Do I need it - can I buy it?
- Do I have the capability to do the ‘right’ deal?
- What will I do with it – can I integrate it or do I need duplicate systems – avoid at all costs !
- What is the net return after all costs – is growth by acquisition the only answer?
- .......and finally, always, ALWAYS trust your first instincts.
This latter point, in the midst of these most uncertain of times, is where market experience really pays off. Anyone can be an advisor, but only a few can listen to and understand what you feel as well as what you say. And today, tomorrow and for the foreseeable future that is one of the most important DD skills to practice. No one can shrink to greatness but to take advantage of the current situation demands a deep knowledge of the market, attention to detail, good connections – and some luck if it is to all go as well as expected.
If you would like to discuss this subject further, Invigors' M&A team is very much open for business - contact Chris Boobyer on +44 (0)845 003 1000 or e-mail chris.boobyer@invigors.com
Authored by Chris Boobyer