Tag Archive for: SellSideAdvisory

Why Sellers Need an M&A Advisor

Selling a lower middle market business requires more than finding a willing buyer. Experienced M&A advisor representation helps sellers prepare, create competition, negotiate terms, and manage a complex transaction through closing. Business owners possess the deepest knowledge of their companies. However, most owners have limited experience selling businesses and negotiating M&A transactions; whereas buyers, particularly private equity groups and strategic acquirers, complete acquisitions regularly.

This experience gap may place an unrepresented seller at a huge disadvantage. Buyers understand valuation, transaction structure, due diligence, working capital adjustments, and other terms that may materially affect proceeds. In contrast, an experienced M&A advisor brings market knowledge, transaction experience, buyer relationships, and specialized resources to the process. The advisor combines those capabilities with the owner’s knowledge to develop a compelling investment opportunity.

Effective M&A advisor representation generally includes several critical responsibilities:

  • Establishing Value: Develop a supportable valuation range based on normalized earnings, market conditions, and relevant transaction data.
  • Preparing the Business: Identify issues that could affect value, marketability, due diligence, or transaction execution.
  • Positioning the Opportunity: Prepare a Confidential Information Memorandum that communicates the company’s investment merits and growth opportunities.
  • Identifying Buyers: Develop a targeted universe of strategic, financial, and other qualified prospective buyers.
  • Creating Competition: Manage multiple buyers through a structured process designed to generate competitive tension.
  • Evaluating Offers: Compare purchase price, consideration, structure, contingencies, financing, and other significant transaction terms.
  • Negotiating the Transaction: Advise the seller during LOI negotiations and throughout the remaining sale process.
  • Managing Due Diligence: Coordinate information requests and work with the seller’s attorneys, accountants, and other professionals.

Without representation, an owner may focus heavily on the first credible offer received. Yet, one offer provides little evidence that the marketplace has established the best available price or terms. Moreover, headline purchase price tells only part of the story. Earnouts, seller financing, rollover equity, escrows, indemnification, and working capital adjustments may significantly change transaction economics.

A direct buyer approach may also create another challenge. Once a seller begins negotiating exclusively, generating competitive tension becomes considerably more difficult. An experienced M&A advisor creates a process rather than simply introducing a buyer. That distinction may provide sellers with alternatives and strengthen their negotiating position throughout the transaction.

Strong M&A advisor representation also allows the business owner to remain focused on operating their companies during a demanding sale process. Maintaining business performance remains critical because declining results may weaken value and negotiating leverage. Selling a business may represent an owner’s largest financial transaction. Experienced representation helps the seller evaluate alternatives, manage risk, preserve leverage, and pursue the transaction that best satisfies their objectives.

Building an Exit Strategy Before You Need One

Every business owner will eventually leave their company. However, many owners spend years building businesses without developing a clear business exit strategy. An exit may result from a planned sale, family succession, management buyout, or transfer to another owner. Conversely, unexpected circumstances or events, including death, divorce, disability, or disagreement (the “4 D’s”) may force an owner to exit earlier than anticipated. For many owners, a significant portion of their personal wealth remains concentrated within the business. Therefore, the eventual transfer may represent the largest financial transaction of their lifetime.

A business exit strategy connects the owner’s personal, financial, and professional objectives with the future direction of the company. It also provides a framework for making decisions long before a transaction becomes necessary. Business owners should begin by defining what a successful exit looks like. That definition extends beyond achieving the highest possible purchase price. For instance, some owners want complete liquidity and an immediate departure following closing. Others prioritize employee continuity, family legacy, retained ownership, or continued involvement with the company.

Once those objectives become clear, owners may evaluate whether the business currently supports their desired outcome. A preliminary business valuation may establish a starting point and identify potential gaps between value and financial objectives. Likewise, an Exit Readiness Assessment may identify risks that may reduce value or limit future transaction alternatives. These risks may involve management, customer concentration, financial reporting, operations, legal matters, or owner dependence. Owners may then develop a tactical plan for strengthening the business before an exit. Several years of preparation may provide meaningful time to address weaknesses and improve important value drivers.

During this period, owners may strengthen management, diversify customers, improve margins, and formalize operating systems. They may also improve financial reporting, resolve legal issues, and reduce dependence on individual employees or customers. Notably, these improvements benefit the company even when an owner postpones the sale. A stronger business may produce better earnings, reduce risk, and provide greater flexibility under changing circumstances.

An experienced M&A advisor will help develop a business exit strategy well before the company enters the market. The advisor may establish value, assess readiness, identify improvements, and evaluate potential exit alternatives. Exit planning does not require an owner to decide today when the business will be sold. Instead, it creates options and prepares the owner to act when personal circumstances and market conditions align. Emergency exits will always exist. A well-developed exit strategy helps ensure that an owner’s eventual departure does not become one.

Growing Your Business Through Strategic Acquisitions

Organic growth remains an effective way to build a company, but it may require significant time and investment. Growth through acquisition may provide another path for companies seeking to accelerate their strategic plans. Acquisitions allow companies to obtain capabilities that might take years to develop internally. They may also provide immediate access to established customers, employees, products, technologies, and geographic markets.

Accordingly, companies pursuing aggressive growth should consider acquisitions when they support clearly defined strategic objectives. Common acquisition motivations include:

  • Capturing operational or financial synergies
  • Increasing market share
  • Entering new geographic markets
  • Expanding distribution channels
  • Adding complementary products or services
  • Acquiring new technologies or capabilities
  • Recruiting specialized talent
  • Strengthening customer relationships

Still, an acquisition should accomplish more than simply increasing revenue. The right target should strengthen the buyer’s competitive position and support its broader business strategy. For example, a target may provide greater scale, improved purchasing power, or additional production capacity. Another acquisition may provide capabilities that complement the buyer’s existing operations. Similarly, acquisitions may help companies broaden product offerings or move into attractive adjacent markets. Buyers may also acquire businesses that improve their position within an industry’s value chain.

Successful growth through acquisition requires discipline before a potential target becomes available. Management should first determine which capabilities, markets, or resources the company needs to achieve its objectives. From there, management may establish acquisition criteria covering industry, geography, size, profitability, customers, capabilities, and valuation. These criteria create a framework for evaluating opportunities consistently.

Acquisition opportunities do not always appear when companies expect them. For that reason, buyers should continuously identify and develop relationships with potential acquisition targets. Meanwhile, management must evaluate whether the company has sufficient financial and operational resources to complete an acquisition. Financing availability, management capacity, integration requirements, and organizational readiness all affect transaction feasibility. Timing also matters. Attractive targets may become available because of retirement, succession issues, shareholder disagreements, or changing strategic priorities. On the other side, business owners cannot always control when prospective buyers enter the market. A strategic buyer may approach when the company’s capabilities satisfy an immediate acquisition need.

An experienced M&A advisor will help companies develop an acquisition criteria and identify qualified targets. The advisor may also evaluate value, structure transactions, negotiate terms, and coordinate due diligence. Growth through acquisition works best when opportunity meets a clearly defined strategic need. A disciplined acquisition strategy helps companies recognize those opportunities and act when the right target becomes available.

Timing the Market When Selling a Business

Business owners cannot predict the perfect time to sell their companies. However, timing the sale of your business may significantly influence value and transaction terms. An attractive selling opportunity occurs when strong company performance aligns with favorable market conditions. Therefore, business owners should understand both their businesses and the M&A environment surrounding them.

Certain market conditions may create periods of unusually strong buyer demand. Industry consolidation, available capital, favorable financing, and strategic expansion may increase acquisition activity. For example, strategic buyers may pursue acquisitions to enter new markets, expand capabilities, or increase market share. Private equity groups may simultaneously seek platform companies and complementary add-on acquisitions.

When several buyers pursue similar businesses, competition may increase. As buyer interest strengthens, sellers may receive higher valuations, better terms, or greater flexibility in transaction structure. Several market signals may indicate a favorable opportunity:

  • Increasing acquisition activity within the industry
  • Multiple buyers pursuing similar companies
  • Rising valuations for comparable transactions
  • Private equity investment entering the sector
  • Strategic buyers completing industry roll-ups
  • Favorable acquisition financing
  • Competitors receiving unsolicited acquisition offers

Yet, favorable markets do not remain favorable indefinitely. Buyers eventually satisfy acquisition objectives, deploy available capital, or redirect their attention toward other industries. Market conditions may also change unexpectedly. Higher interest rates, economic uncertainty, regulatory changes, or industry disruption may quickly reduce acquisition activity.

For this reason, business owners should recognize that an attractive selling window may not coincide with their planned retirement date. A compelling opportunity may arise years before an owner expects to exit. In those situations, age alone should not determine whether an owner explores a transaction. A younger owner may receive an exceptional offer during a period of unusually strong buyer demand.

Exploring that opportunity does not require the owner to sell. Instead, the owner may evaluate whether current market conditions justify changing the existing exit timeline. At the same time, strong market conditions cannot compensate for a poorly prepared business. Buyers still evaluate profitability, growth, management, customer concentration, financial reporting, and other risks. Accordingly, business owners should maintain their businesses in a condition that allows them to respond when attractive opportunities emerge. Regular valuation work may also provide perspective on changing company and market values.

An experienced M&A advisor will provide additional insight into buyer activity, transaction multiples, financing conditions, and industry consolidation. That perspective will help business owners distinguish an exceptional market from normal acquisition activity. Successfully timing the sale of your business does not require predicting the future. Instead, it requires preparation, market awareness, and the ability to recognize an exceptional opportunity when it appears.

The Strategic Exit

If you are considering selling your business, strategic buyers should rank at the top of your prospective buyer list. These buyers often pay premium valuations because they acquire businesses for strategic, rather than purely financial, reasons.

Strategic buyers operate in the same industry or serve related markets. They may include competitors, suppliers, customers, or companies offering complementary products or services. Their primary objective is to acquire businesses that strengthen existing operations and create long-term shareholder value. Consequently, they often evaluate acquisition opportunities differently than financial buyers.

Strategic buyers pursue acquisitions for many reasons. They may seek economies of scale, expanded product offerings, new geographic markets, additional distribution channels, or enhanced operating capabilities. In many cases, a single acquisition may accomplish several strategic objectives simultaneously.

As a result, strategic buyers frequently become some of the most qualified purchasers of middle market companies. More importantly, they often pay higher purchase prices than financial buyers. They recognize opportunities to create value through operational efficiencies, cost savings, revenue growth, and business integration. Those synergies increase the value of the combined organization and often justify premium valuations.

Furthermore, strategic acquisitions frequently provide a cleaner ownership transition. Many strategic buyers expect the seller to exit after a reasonable transition period. They also eliminate overlapping functions and integrate administrative, operational, and back-office activities. Because they understand the industry, they often complete due diligence more efficiently and move transactions toward closing with greater confidence.

Customers may also benefit from a strategic acquisition. Expanded product offerings, broader service capabilities, greater financial resources, and improved operational support often create a stronger organization. Consequently, employees, customers, and business partners may all benefit from the combined company’s increased capabilities.

Not every acquisition follows a traditional model. Strategic buyers sometimes pursue acquisitions primarily to accelerate revenue and earnings growth. Likewise, private equity firms frequently complete strategic add-on acquisitions through existing portfolio companies. An experienced M&A advisory team understands these different buyer motivations, identifies the most qualified acquirers, and manages a competitive sale process designed to maximize value and achieve a successful transaction.

Algood Food Company has been recapitalized by Andros

Algood Food Company has been recapitalized by Andros

ABOUT THE TRANSACTION:

Allston Advisory Group is pleased to announce the successful recapitalization of Algood Food Company (the “Company”) by Andros.

Founded in 1985 and headquartered in Louisville, Kentucky, Algood Food Company has earned a reputation as a leading producer of private label peanut butter, jellies, and preserves. The Company serves customers throughout the United States with high-quality products, dependable manufacturing, and long-standing customer relationships. Its commitment to quality and operational excellence positioned Algood as an attractive acquisition opportunity.

Andros is a privately held, family-owned company headquartered in southwest France. The company is a global leader in fruit processing, frozen desserts, dairy products, confectionery, and specialty food manufacturing. Andros operates more than 30 manufacturing facilities worldwide, including Bowman Andros Products in Mt. Jackson, VA. That facility produces branded, private label, and co-packed fruit-based food products for domestic and international markets. Its portfolio includes well-known brands such as Bonne Maman®, Old Virginia®, Buddy Fruits®, Andros® Chef, Solo Italia®, and Pierrot Gourmand®.

The transaction strengthens Andros’ presence in the United States while expanding its private label manufacturing capabilities. The combination also creates opportunities to leverage complementary products, manufacturing expertise, and established customer relationships.

Allston Advisory Group served as the exclusive financial advisor to Algood Food Company, and conducted a confidential, competitive sales process on behalf of the Company.

ABOUT ALLSTON ADVISORY GROUP:

Allston Advisory Group is an independent mergers and acquisitions advisory firm serving lower middle market businesses throughout the United States. The firm provides sell-side advisory, business valuations, and exit planning services to privately held companies across diverse industries. Allston combines deep transaction expertise with personalized client service to help business owners achieve successful outcomes and maximize shareholder value.

For additional information on this deal, please contact one of our advisors.

AHA Insurance Network has been acquired by SIAA

AHA Insurance Network has been acquired by Strategic Independent Agency Alliance

ABOUT THE TRANSACTION:

AHA Insurance Network (the “Company” or “AHA”) has been acquired by Strategic Independent Agency Alliance (“SIAA”).

AHA INSURANCE NETWORK:

Established in 1997 and headquartered in Louisville, Kentucky, AHA Insurance Network is a Master Agency in the SIAA network. AHA has over 150 members across three states (KY, IN, and TN). AHA’s vision is to see every independent agency thrive and reach its highest potential. Collectively, they aim to become the most sought-after partnership of next-generation insurance leaders.

SIAA & ODYSSEY PARTNERS:

Headquartered in Hampton, New Hampshire and founded in 1995, SIAA, a portfolio company of Odyssey Partners, is the largest alliance of independent insurance agencies in the country. The SIAA alliance concept began in 1983 with the creation of the first Master Agency, the Satellite Agency Network Group (SAN Group). Simultaneously, smaller independent agencies faced roadblocks due to their size, including low commissions and limited access to competitive carriers. The solution was to create a Master Agency providing market access and other services to help these agencies grow profitably.

By the mid-90’s, SAN Group had grown in membership and written premiums, enabling smaller member agencies to secure appointments and expand. Consequently, insurance executives and consultants encouraged SAN Group to replicate its success on a national scale. SIAA formed its national alliance in 1995 and replicated SAN’s multi-level partnership model in geographic markets across the country. Today, SIAA includes 48 master agencies covering all 50 states.

In April of 2021, Odyssey Partners, a middle-market private equity firm, acquired SIAA for an undisclosed amount. Since its inception, Odyssey Partners has raised over $8.2 billion in private equity capital. It targets middle-market companies across the nation with annual EBITDA between $20 – $100 million. So far Odyssey has invested in more than 50 platform companies and has completed an additional 200 add-on acquisitions.

Allston Advisory Group served as the exclusive financial advisor to AHA Insurance Network. Allston assisted AHA throughout the transaction process. This included preparing a valuation of the Company and assisting with deal term negotiations.

ABOUT ALLSTON ADVISORY GROUP:

Allston Advisory Group is an experienced mergers and acquisitions advisory firm serving lower middle market businesses throughout the United States. The firm provides sell-side advisory, business valuations, and exit planning services across diverse industries. Allston combines transaction expertise with personalized client service to help business owners maximize value and achieve successful outcomes.

For additional information on this transaction, please contact one of our advisors.

Gatterdam Industrial Services has been acquired by Air Hydro Power, Inc.

Gatterdam Industrial Services has been acquired by Air Hydro Power, Inc.

ABOUT THE TRANSACTION:

Allston Advisory Group is pleased to announce the successful acquisition of Gatterdam Industrial Services (the “Company” and “GIS”) by Air Hydro Power, Inc. (“AHP” or the “Buyers”).

Founded in 1954 and headquartered in Louisville, Kentucky, Gatterdam Industrial Services is a privately owned electric motor repair company. The Company specializes in electric motor repair, condition monitoring, predictive maintenance, and fluid pump services. For decades, GIS has earned a strong reputation for technical expertise, responsive service, and long-term customer relationships throughout the region.

Founded in 1961 and also headquartered in Louisville, Kentucky, Air Hydro Power, Inc. is a leading industrial distributor serving the Kentucky, southern Indiana, Alabama, Mississippi, West Virginia, and southeastern Ohio. The company specializes in hydraulics, pneumatics, electrical automation, hose and fittings, and engineered industrial solutions. Since 1998, Tom McGuire, Matt Ott, and Dick Beaven have led AHP’s continued growth. Today, AHP operates nineteen locations and employs more than 270 customer service professionals, product specialists and engineers.

The acquisition expands AHP’s industrial service capabilities while strengthening its ability to deliver comprehensive solutions throughout its operating footprint. The combination also enhances GIS’s long-term growth opportunities by providing additional resources, expanded technical expertise, and broader customer access.

“With the business landscape changing rapidly, it was important for me to find a partner like AHP with the resources and expertise to give us every possible competitive advantage,” said Schuyler John, President of Gatterdam Industrial Services. “Combining with AHP positions us for success with both our customers and our loyal employees for many years.”

Matt Ott, Co-Owner of AHP, added, “Gatterdam has earned an outstanding reputation for their technical expertise and customer service. Their capabilities broaden the products and services we provide while strengthening our commitment to customers.”

Allston Advisory Group served as the exclusive financial advisor to Gatterdam Industrial Services throughout the transaction. The firm advised the Company on transaction planning, valuation, buyer negotiations, due diligence, and closing.

ABOUT ALLSTON ADVISORY GROUP:

Allston Advisory Group is an independent mergers and acquisitions advisory firm serving lower middle market businesses throughout the United States. The firm provides sell-side advisory, business valuations, and exit planning services across diverse industries. Allston delivers objective advice, disciplined execution, and personalized service to help business owners maximize value and achieve successful transaction outcomes.

For additional information on this transaction, please contact one of our advisors.

NEWS SOURCES:

https://www.pr.com/press-release/849436

https://industrialsupplymagazine.com/pages/News-112221-Air-Hydro-Power-acquires-Gatterdam-Industrial-Services.php

https://www.bizjournals.com/louisville/news/2021/11/22/louisville-based-air-hydro-power-acquires-local-co.html

KIVA Sports

KIVA Sports has been acquired by 3STEP Sports

ABOUT THE TRANSACTION:

Allston Advisory Group is pleased to announce the successful acquisition of Ohio Valley Volleyball Center, Inc., doing business as KIVA Sports (the “Company” and “KIVA”) by 3STEP Sports (“3STEP” or the “Buyer”).

Founded in 1993 and headquartered in Louisville, Kentucky, KIVA Sports is one of the nation’s premier youth volleyball organizations. The Company provides elite training, competitive opportunities, and player development for athletes of all skill levels. In addition, KIVA operates first-class volleyball facilities dedicated to growing the sport and developing student-athletes both on and off the court.

Over the past two decades, KIVA has built a nationally recognized volleyball program. During that time, its teams have captured 45 national championships and earned 119 national tournament medal finishes. Moreover, more than 125 KIVA athletes have continued their athletic and academic careers through college volleyball scholarships. As a result, KIVA has established a reputation for excellence, leadership, and long-term player development.

Headquartered in Andover, Massachusetts, 3STEP Sports is the nation’s largest youth sports club and event operator. Today, the organization serves more than 3.2 million athletes across 43 states and nine sports. Through premier club programs, nationally recognized events, and innovative media platforms, 3STEP continues to elevate the youth sports experience nationwide.

The acquisition further strengthens 3STEP’s expanding volleyball platform while preserving KIVA’s tradition of excellence. In addition, the partnership provides greater resources to support future growth, athlete development, and program expansion. Together, the organizations are well positioned to build on KIVA’s longstanding success.

“We are thrilled to join 3STEP Sports,” said legendary volleyball coach, Ron Kordes. “Over the past several years, 3STEP has established itself as a leader in youth sports. We look forward to growing the game together. Most importantly, this partnership creates exciting opportunities for our athletes, families, coaches, and community.”

David Geaslen, Founder and Chief Executive Officer of 3STEP Sports, added, “KIVA has established a standard of excellence that few organizations have achieved. Furthermore, Ron Kordes built an outstanding program that aligns perfectly with our mission. Accordingly, KIVA represents an exceptional addition to our growing volleyball platform.”

Allston Advisory Group served as KIVA Sports’ exclusive financial advisor throughout the transaction. The firm developed and executed a customized sale strategy that achieved the owner’s personal, professional, and financial objectives. Allston also guided the Company through valuation, buyer negotiations, due diligence, and closing.

ABOUT ALLSTON ADVISORY GROUP:

Allston Advisory Group is an independent mergers and acquisitions advisory firm serving lower middle market businesses throughout the United States. The firm provides sell-side advisory, business valuations, and exit planning services across diverse industries. Allston combines transaction expertise with personalized client service to help business owners maximize value and achieve successful outcomes.

For additional information on this deal, please contact one of our advisors.

NEWS SOURCES:

https://threestep.com/3step-sports-adds-kiva/

Hibbs & Associates, PLLC has been acquired by CPA Innovations, LLC

ABOUT THE TRANSACTION:

Hibbs & Associates, PLLC (also referred to as the “Company” and “Sellers”) has been acquired by CPA Innovations, LLC (the “Buyers”).

Established in 1984 and headquartered in Bardstown, Kentucky, Hibbs & Associates, PLLC operates a full-service accounting firm. The firm provides individual and business tax preparation, estate and trust services, bookkeeping, payroll, and small business consulting. The team also supports retirement planning, estate planning, and non-profit consulting. Additionally, several staff members hold Notary Public certifications for situations that require notarization. The firm delivers accounting services that improve efficiencies, control costs, and maximize profits for their growth-focused clients. The team aims to serve as a long-term strategic partner to its clients.

CPA Innovations, LLC launched in 2019 to help accounting and finance firms compete and expand margins in a challenging market. The firm partners with Indian Chartered Accountants who bring top-tier tax and advisory experience. CPA Innovations delivers customized solutions to accounting firms. These solutions improve margins on finance and accounting services for their clients.

Allston Advisory Group served as the exclusive financial advisors to the Sellers, Hibbs & Associates, PLLC. Allston conducted the Company’s valuation assessment, prepared a detailed confidential memorandum, and managed the sale process for the Sellers. The team supported buyer due diligence and maintained strict confidentiality throughout the transaction. Consequently, the deal delivered liquidity to the Sellers and introduced a forward-looking new owner for employees.

ABOUT ALLSTON ADVISORY GROUP:

Allston Advisory Group is an experienced M&A advisory firm providing mergers & acquisitions, business valuations, and exit strategies, to lower middle market companies. The firm has an established track record of serving corporate clients across a broad spectrum of industries throughout the United States. Allston Advisory Group has the experience, professional fortitude, and quality of work that enable the firm to consistently deliver high-level results to its clients.

For additional information on this deal, please contact one of our advisors.