Middle-Market PE + M&A Update Q2 2022

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Report Overview

The Middle-Market PE + M&A Update is a quarterly publication for the Upstate NY deal-making community, presented by the Upstate Capital Association of NY and The Bonadio Group, reporting on transaction activity regionally and in the context of national trends. This report provides information and insights on types of deals, multiples, and private equity activity.

Note: For purposes of this report, we define the “middle-market” as companies with enterprise values between $10 and $250 million. Some third-party data sources do not present deal data in that size range on a standalone basis, to avoid excluding deals where transaction values were not disclosed (which is often the case for transactions in this size range). We reference overall trends as a proxy for what’s happening in the middle market.

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About Us

Upstate Capital is Upstate NY’s membership network for private equity investors, M&A professionals, venture capital investors, CEOs and business owners, entrepreneurs and ecosystem support professionals. Our mission is to increase access to capital for companies and deal flow for investors across New York.

The Bonadio Group is a top 50 CPA firm delivering a full spectrum of services to help clients address financial and business challenges. Combining deep technical expertise with keen understanding of our clients’ businesses, we offer knowledgeable commentary on a broad spectrum of industry trends through written articles, in-person seminars, webinars, thought leadership & more.

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M&A Insights

There is still an abundance of capital held by private equity and corporate buyers to fund M&A deals. That capital creates more opportunities for M&A investment. The increasing need for speed in business transformation provides another reason for dealmaking optimism. Some of the same forces creating market uncertainty – the lingering pandemic and geopolitical turmoil – also are driving deals. Whether a company needs to transform its capabilities, supply chains or go-to-market approach, the market is impatient, and one of the fastest ways to accelerate transformation is through M&A. The aging population of middle-market business owners also continues to drive the supply of middle-market businesses available for sale, and fierce competition for those businesses continues.

The economic contraction in the United States during Q2 2022 (i.e., inflationary and borrowing rate pressure, labor and wage challenges, consumer spending variability, lingering effects of COVID-19, international conflicts, and other factors) has influenced transactions but not stifled them. In Q2 2022, approximately 1,400 middle-market M&A deals closed in the United States, compared to approximately 1,800 in Q1 2022. Q2 2022 deal volume was also down compared to Q2 2021, which captured approximately 1,900 of closed deals.

This trend was not as evident when focusing narrowly on Upstate New York deals. In Q2 2022, 52 reported middle-market M&A deals closed in Upstate New York, compared to 54 in Q1 2022.

While the long-term impacts on the M&A market remain to be seen, recent events are certainly noteworthy to buyers and sellers in the marketplace for the foreseeable future.

With that said, there was certainly no “screeching halt” to M&A activity. There continues to be a lot of capital on the sidelines. Potential buyers have access to both debt and equity capital and continue to aggressively look to expand their operations and/or portfolios through middle-market M&A. Though interest rates are rising, the cost of capital remains relatively low.

Deal volume may be down in Q2 2022, but fierce competition continues to be present in the marketplace, maintaining similar transaction multiples captured in 2021. We have not yet seen a decline in transaction multiples. There continues to be an appetite amongst potential buyers, and family- and founder-owned businesses continue to drive business owners to explore liquidity through middle-market M&A transactions.

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Q2 Deal Activity

After a record year in 2021, the M&A market that started strong in 2022 has ebbed from its torrid pace due to economic and geopolitical uncertainty. Though overall deal volume in the United States has decreased, there is still very much an active market in 2022. Additionally, even though transaction volumes have come down, multiples remain super high. The 2021 deal volume was not a sustainable annual average. Volume aside, buyers in the marketplace are laser-focused on how to get the right deals done and drive strategic growth and capital returns.

Quarterly Deal Activity

Source: Pitchbook

Middle Market Multiples

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Upstate NY Trends

Deal activity in Upstate New York remained consistent from Q1 2022 to Q2 2022. Approximately 77% of the deals closed in Q2 2022 were in either the Rochester, Syracuse, Albany or Buffalo regions. The information presented in the tables below includes data for all M&A transactions, regardless of size, in Upstate New York.

Quarterly # of Deals (2019 – Q2 2022)

Source: CapIQ

Q2 2022 Deals by Region

Source: CapIQ

Q2 2022 Deals by Industry

Source: CapIQ

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The Benefits of Hiring an Investment Banker to Sell Your Middle-Market Business

Business Owners Can Enjoy Returns up to 25% Greater by Using an Investment Banker

Selling a middle-market business can be a complex and time-consuming endeavor. Hiring an investment banker to help manage the transaction not only alleviates some of that burden, but also provides the opportunity to increase sales prices received by sellers in an M&A transaction.

According to a study by Harvard Law School, business owners who engage with investment bankers enjoy returns up to 25 percent greater than those who navigate the market alone. Additionally, Fairfield University conducted a survey of 85 middle-market business owners who sold their business with the assistance of an investment banker; the study found that investment bankers added value in the sale transaction, as 84 percent of respondents cited the final sale price as being equal to or higher than the initial expectations.

Beyond increased returns, business owners that stand side-by-side with an investment banker feel more confident throughout the assessment, planning, marketing, deal making, due diligence, and transaction closing phases. Some of the additional benefits an investment banker adds to a seller during the M&A process include:

• Investment bankers provide an outside, independent point of view to assist the business owner in making informed decisions during the selling process.
• Investment bankers are well-connected with capital providers and investors (i.e., private equity, venture capital, entrepreneurial buyers, strategic buyers, etc.) that would not otherwise be brought to the table if a seller were to go to market alone.
• Investment bankers have access to a variety of real-time market databases to identify potential buyers and comparable transactions. A more diverse and robust potential buyer identification process can increase the number of bids and bolster the negotiating position of the seller.
• Investment bankers create professional marketing materials for potential buyers that highlight the key value drivers of the business.
• The outreach to potential buyers can be cumbersome and time-consuming. Utilizing an investment banker can alleviate this stress and consumption of internal company resources. Investment bankers interact with potential buyers on behalf of the seller and maintain confidentiality.
• An investment banker provides added credibility. When there is a sell-side advisor, this is an added layer of professional expertise the buyer must contend with.
• Investment bankers assist sellers to evaluate and negotiate offers. Deal structure is crucial, and a well-negotiated deal structure will maximize value. It’s not always the selling price, but the deal structure that makes the difference. The highest bid is not always the most advantageous offer for the seller and leveraging the expertise of an investment banker to seek the best bid can prove to be valuable.
• Investment bankers facilitate the due diligence process. They typically host virtual data rooms, track diligence requests, coordinate management meetings, and ensure things progress smoothly. They work with attorneys and other professionals on the deal team to ensure that the final definitive agreements are completed, and the deal is successfully closed.

Research indicates that the knowledge, experience, market reach, and credibility of an investment banker leads to a higher selling price, while reducing the burden and stress of the seller.




Authors

Dave Dinolfo

Partner, Investment Banking and Transaction Advisory




John Rogers

Senior Associate, Investment Banking and Transaction Advisory




The Bonadio Group’s Investment Banking and Transaction Advisory team has 30+ years of investment banking experience. If you’re considering a sale of your business or have any questions on the contents of this article, please do not hesitate to reach out to our trusted experts to discuss your specific situation or visit https://www.bonadio.com/our-services/business-advisory/investment-banking

This material has been prepared for general, informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. Should you require any such advice, please contact us directly. The information contained herein does not create, and your review or use of the information does not constitute, an accountant-client relationship.

Deal Spotlight: Ceipal

Rochester-based Ceipal is a developer of a human capital management platform built to optimize workforce management. The company's platform and tools allow users to manage job postings, applicant profiles, hiring and on-boarding, enabling businesses to manage their talent pool and workforce more effectively. They raised $21 million in debt and equity in June 2022. Upstate Capital members Topmark Partners and Woods Oviatt were both involved with the investment. Camden Partners led the deal, and Resolve Growth Partners, Topmark Partners, Evergreen Mountain Equity Partners, and Mistral Venture Partners all invested.

INVESTOR INSIGHT:

“Topmark Partners has invested in Upstate New York for 20 years, including six companies in Rochester. We love to partner with entrepreneurs like CEIPAL Founder and CEO Sameer Penakalapati, who leverage their deep domain expertise to address business problems with innovative technology solutions. We are excited to partner with Camden Partners to support CEIPAL’s continued growth.”

Travis Milks, Managing Partner, Topmark Partners

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Bonadio Investment Banking

The Bonadio Group comprises various accounting, tax, consulting, and personal financial services entities, including Bonadio & Co., LLP, a nationally-ranked top 50 CPA firm founded in 1978. The Bonadio Group has over 850 team members across 10 offices in New York State, Dallas, TX and Vermont.

Our Investment Banking team specializes in sell-side investment banking transactions, assisting business owners looking to sell and exit their businesses. We generally serve companies with annual revenues from $10 million to $100 million and enterprise values from $5 million to well over $100 million. Our team is both geography and industry agnostic.

We utilize a proven six-step investment banking process. Our process is comprehensive, minimizes disruption to our client’s daily operations, and is designed to maintain confidentiality and maximize value. Our Investment Banking team is led by Jeff Lewis and Dave Dinolfo.

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Upstate Capital Membership

The Upstate Capital Association of NY is Upstate NY’s membership network for private equity investors, M&A professionals, venture capital investors, CEOs and business owners, entrepreneurs and ecosystem support professionals. Our mission is to increase access to capital for companies and deal flow for investors across New York.

Join as a Corporate Member to gain:

• Access to Upstate Capital’s network of investors, entrepreneurs, transaction professionals and service providers
• Visibility in front of professionals in the deal-making community through listing in Upstate Capital’s searchable online membership directory and “Who’s Who in Venture & Private Equity” directory, distributed annually
• Free passes to online events
• Access to members-only content online
• Opportunity to share events and distribute news announcements
• Discounted tickets to selected in-person events

For more information and to join Upstate Capital visit UPSTATECAPITAL.ORG/JOIN