A Trusted M&A Advisor
to the Middle Market

Your business’s success requires an experienced advisor to provide actionable insights for planning and executing strategic transactions. We work closely with business owners to create customized solutions that consistently deliver optimal results.

Expertise

Western Reserve Partners, a division of Citizens Capital Markets, provides highly customized financial advisory solutions to leading middle market companies across a focused set of industries. Clients within our industrial, business services, consumer, healthcare, technology and real estate verticals benefit from our tailored approach to mergers and acquisitions, capital raising, financial restructuring, financial opinions and other valuation services. Our Managing Directors average nearly 30 years of experience and have collectively executed more than 600 transactions during their careers.

As a part of Citizens Financial Group, Western Reserve is able to leverage the strength of one of the oldest and largest financial institutions in the United States. Through Citizens, our team is able to accelerate the delivery of valuable ideas and execution capabilities beyond what a traditional M&A advisory firm can do.

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Videos

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M&A Market Insights

We produce Market Insights, a video series dedicated to providing business owners and key decision-makers with unique insights from leading subject matter experts. Our latest installation focuses on M&A and provides answers to the critical questions that businesses are contemplating as they consider M&A in 2018.

Western Reserve Partners Panelists

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Ralph M. Della Ratta, Jr.

Managing Partner and CEO
Ohio President, Citizens Bank

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  • Financial Advisory Experience:
    ~40 years
  • Previous Experience:
    Senior Managing Director and General Manager of the Investment Banking Group at KeyBanc Capital Markets and McDonald Investments Inc.
  • Education:
    B.A. from Duke University (Dean’s List); M.B.A. from the American Graduate School of International Management (with Honors); Graduate Degree in Banking from the Stonier Graduate School at Rutgers University
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David D. Dunstan

Managing Director & President

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  • Financial Advisory Experience:
    >25 years
  • Previous Experience:
    Managing Director at KeyBanc Capital Markets and Manager of Consumer Investment Banking at McDonald Investments Inc.
  • Education:
    B.S. in Accounting from Miami University; M.B.A. from the Weatherhead School of Management at Case Western Reserve University (with distinction)
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Charles V. Aquino

Managing Director
Services & Financial Opinions Practices

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  • Financial Advisory Experience:
    >25 years
  • Previous Experience:
    Senior Associate in the Consumer Group at KeyBanc Capital Markets
  • Education:
    B.S. in Finance with a minor in Economics from the Boler School of Business at John Carroll University (class valedictorian)
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Kevin J. Mayer

Managing Director
Industrial Practice

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  • Financial Advisory Experience:
    >20 years
  • Previous Experience:
    Vice President in the Mergers & Acquisitions Group at KeyBanc Capital Markets and McDonald Investments Inc.
  • Education:
    B.A. in Political Science from Yale University; M.B.A. from the Kellogg School of Management at Northwestern University
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M&A Outlook

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M&A Outlook 2018

Our M&A Outlook 2018 presents the results and key findings of a survey we conducted with over 400 business leaders from U.S.-based middle market businesses. In planning for the year ahead, Sellers seek to capitalize on high valuations before market conditions shift, while Buyers continue to look externally in both the U.S. and abroad for impactful growth opportunities.

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Perspectives

Explore strategies and best practices for managing successful M&A initiatives by downloading these 2-page white papers covering topics of interest to both buyers and sellers.

Power of no

The Power of No in Driving Long-Term M&A Value

When “no” is forgotten as an option in the heat of M&A negotiations, a deal unlikely to drive better results can become an unfortunate reality. Learn when “no” is a powerful alternative for buyers and sellers focused on long-term value creation.

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When To Walk Away From A Deal

“No” is a positive force in negotiating a successful M&A transaction. Without it, either a seller or buyer can be locked into a deal that fails to meet objectives for either or both parties. In the heat of negotiations, deal myopia can set in. Getting to “yes” can somehow become the end goal, and walking away is a forgotten option. Yet M&A success will be defined by what happens after the papers are signed – it’s about whether acquirers perform better than they would have without the transaction, and how this performance translates into greater value for owners and shareholders. Without the possibility of “no,” a transaction that might not fulfill those objectives can still happen.

So when is “no” the right answer? Financial and economic conditions can shift during a negotiation and create material changes that prompt walk away by either buyer or seller. Sudden supply chain disruptions or fast-moving competitive actions can result in seller revenue shortfalls that may make an imminent transaction unattractive.

For a buyer, discovery or price escalation – and sometimes both – can reveal good reasons to terminate negotiations:

  • Discovery: Due diligence is key to finding and closing M&A deals which will be successful beyond the closing. The process of asking and answering questions about the target company’s current value, future prospects and potential synergies must be objective and thorough. The methodology should be systematic and outside-in.
  • In addition to financials, the review must include products, service levels, supply chain, R&D, manufacturing capabilities, management team retention, pension liabilities, environmental issues and more. Ethical and objective M&A advisors can contribute insights from interviewing customers, suppliers, competitors and industry experts. Naturally, in the execution of this thorough inquiry, unexpected findings may be exposed which offset the immediate or long-term value of the acquisition. If significant enough, these can significantly erase accretive deal value, and cause a buyer to walk away.
  • Price Escalation: Smart sellers create competition for the buyer, often by engaging an M&A professional to source a pipeline of potential purchasers. As negotiations near conclusion, a seller’s agent will look to create competitive tension to walk up the value, driving for the highest price for their asset. However, this strategy can – and should – undo the deal, if the price overreaches the buyer’s valuation.

For a seller, triggers for walking away start with the sell-side version of the buyer’s two issues:

  • Discovery: While sellers often feel forced into the role of a cross-examined witness during due diligence, M&A advisors often encourage sellers to undertake their own research before the sales process begins. During the negotiations, the seller’s own research may uncover issues of bidder creditworthiness, access to capital and even a management style that causes them to back out of a deal.
  • Price…and Structure: The most common catalyst for a deal to unravel is the buyer’s unwillingness to meet the seller’s financial objectives. Earnout structure, cash vs. stock, compensation timing, and tax implications may significantly affect the seller’s realization of value. Seller disagreement with these elements of the deal architecture is a valid reason to walk away.

So Why Is “No” So Hard To Say?

In the face of these situations, why wouldn’t a deal team say no? Rational buyers and sellers clearly seek a deal that will result in greater value for both parties. An effective process should create a fact-based analysis to ensure accurate assessment of potential, a sound forecast of growth opportunities and clear articulation of strategies required. Yet deals can take on emotional momentum that overwhelms reasoned decision-making. Be alert to these conditions which can cloud decision-making:

  • “We can’t fail now.”
    Too often, deals that don’t close after substantial negotiation are viewed as failures, particularly if buyer or seller subsequently close with another party. Walking away may feel like a reputational risk to the deal team.
  • “We’ve got a lot invested in this.”
    The time and resources in due diligence, business case development and negotiations can create a burden of sunk costs that incorrectly tip the scale towards closing.
  • “Follow the money.”
    Compensation can stand in the way of timely termination, even subconsciously. Deal teams may see an acquisition as the key to short-term earnings growth – often a factor in their incentive pay.
  • “What else are we going to do?”
    The absence of equal or better alternatives to a transaction can force consummation of a suboptimal deal. Don’t be afraid of managing to the status quo.

The real power of “no” in driving long-term M&A success is in the discipline it represents. Before undertaking an M&A process, buyers and sellers should have well-defined strategies that outline the rationale for the transaction, realistic financial objectives, and a systematic set of alternatives that will enable long-term success when they get to “yes.”

Executive looking over city

4 Tips to Successfully Sell Your Business

Our recent M&A Outlook 2018 revealed that more than half of the 600 CEOs surveyed are currently selling or open to selling their business. If you’re part of this group – say a baby boomer looking to retire or a business owner seeking liquidity to move on to new ventures – it’s essential for you to have a strategy in order to successfully sell your business.

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Our M&A Outlook 2017 revealed that over half of the 600 CEOs surveyed are currently selling or open to selling their business. If you’re part of this group – say a baby boomer looking to retire or a business owner seeking liquidity to move on to new ventures – it’s essential for you to have a strategy in order to successfully sell your business. Based on our experience, here are four key components to consider.

Hire Advisors Early

Many middle market owners are hesitant to hire advisors because of the high fees, as well as the mistaken belief that advisors are merely networkers helping business owners find a buyer. The fact is the return on investment from hiring experienced M&A advisors – investment bankers, consultants, attorneys and accountants – is typically extremely high. The complexity of trying to sell a business, coupled with the distraction of running a business at the same time, is a key reason why hiring an advisor is in a business owner’s best interest.

Ideally, it’s recommended that business owners begin preparing their business for sale at least 2 years before they’re ready to sell. Unfortunately this timeframe is not always realistic. What’s important is to work closely with legal, accounting and financial advisors to evaluate the company’s worth, develop specific goals, determine the timing of the sale, create an ideal sale process plan and prepare the correct marketing materials for attracting serious potential acquirers.

M&A advisors can even protect business owners from themselves. While owners are experts at how to run their business, they don’t necessarily know how to realistically price, market and sell it. Hiring a professional team helps give business owners the emotional distance and objectivity they need to successfully sell their business.

Set Reasonable Pricing Expectations

All too often, many business owners are overly optimistic about their business’ worth. They believe they can get top dollar for their company and thus go to market with unrealistic expectations. An advisor can help them perform a valuation based on strong due diligence, which allows them to ground the potential sale – and their expectations – in reality. Advisors will look at the business and apply one or more of the following valuation methods:

  • The Asset Approach focuses on valuing the business based on its assets – both tangible and intangible. While valuing tangible assets is simple enough, intangibles, such as trademarks and copyrights for internally developed products and proprietary ways of doing business, can be extremely challenging. This approach typically involves asking the question, “How much would it cost to replace all of these assets to produce the same profit for the new owners?”
  • In addition to financials, the review must include products, service levels, supply chain, R&D, manufacturing capabilities, management team retention, pension liabilities, environmental issues and more. Ethical and objective M&A advisors can contribute insights from interviewing customers, suppliers, competitors and industry experts. Naturally, in the execution of this thorough inquiry, unexpected findings may be exposed which offset the immediate or long-term value of the acquisition. If significant enough, these can significantly erase accretive deal value, and cause a buyer to walk away.
  • The Income Approach focuses on the business’ income potential in a certain number of years. The question typically involved here is, “If I invest time, money and effort into owning this business, what will the economic benefits be?” This method is more risky than others because while it works off the expectation of greater income in the future, it must be translated into today’s value – capitalization and discounting are used to account for this risk.
  • The Market Approach focuses on determining the business’ worth in the current marketplace. It requires an answer to the question, “What are other businesses that are similar to mine worth?” This approach is typically based on the principle of fair market value – the expectation that the market will bring about equilibrium between what buyers are willing to pay and what sellers are willing to accept.

Valuation is both a science and an art, so it’s important to have an experienced advisor who can apply the different approaches to arrive at a fair and accurate valuation. Businesses whose asking price is in line with market expectations can easily defend their valuation and are more likely to experience a quicker and more painless sale.

Prepare and Present Your Company

When prepping a business for sale, owners should ensure it looks its best. This means all financial statements must be current and audited, and any legal statements – incorporation papers, permits, licensing agreements, leases, customer and vendor contracts, etc. – must also be up-to-date. It’s also critical to have documents pertaining to employee onboarding, including at-will work agreements, intellectual-property contracts, and confidentiality and non-compete agreements, as well as equity, options and vesting agreements, readily available.1

In addition to having all business process, accounting and legal documents in order, the business must look its best when searched in the public domain. Potential buyers will Google the company they’re considering acquiring. When they do, it’s important that the company presence project the following:

  • Strong Appearance. The company should have consistent and attractive branding as well as a strong company website.
  • Visibility. The brand should appear in a Google search, whether it be the website or articles published about company content, people, etc.
  • Integrity. Buyers want a brand with integrity and minimal liabilities. They do not want to see pending lawsuits, scandals, class actions or scams. Ensure the business settles any outstanding items, including tax payments, before putting it up for sale.
  • Social Media Following. Buyers want a company that has a strong following. Activity on social accounts helps show the popularity of the brand.2

Ensure You Have Multiple Potential Acquirers

With the help of an advisor, companies should build a list of potential acquirers. This list should be diverse and include buyers from different industries with varied strategies and interests. Some buyers offer strategic benefits while others provide financial benefits. Different types of buyers typically make less uniform offers, which in turn provide the seller with a wider swath of offers to consider when the time comes to sell.

Having a diverse list also helps to ensure that the goals of the business owner are honored. In the beginning of the selling process, an owner and their M&A advisor determine the owner’s goals for the sale. With different types of buyers, the business owner can gauge the offer from each potential acquirer against predetermined interests and strategies. When sellers fully understand all available options and how they align with their goals from the sale, they will feel a greater sense of satisfaction with the process as well as greater conviction that they have chosen the correct buyer.

Undervaluation is always a concern for sellers. That’s why advisors are a necessity. Sellers seek the most for their business, but it’s critical that they maintain realistic expectations for what their business is worth in the current marketplace. Advisors will be with company owners every step of the way, working to ensure the business looks its best to potential acquirers while bringing forth a diverse and practical list of potential buyers.

And it goes without saying that selling a business can be stressful and emotional for a business owner. Having expert advice and understanding all their options can give owners the peace of mind that, in the end, they have made the best possible decision for themselves and their business.

1. 5 Tips for Selling Your Tech Company, https://www.entrepreneur.com/article/26950

2. 4 Ways to Get Your Business Ready to Sell, Forbes, http://www.forbes.com/sites/neilpatel/2015/10/22/4-methods-to-sell-your-business-for-a-huge-profit/#1017da7d35b4

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Why M&A Deals Break Down

Mergers and acquisitions continue to be one of the primary tactics for achieving corporate growth in the current economic environment. Surprisingly, though, many of the transactions buyers and sellers initiate never actually close. Gain insight into 5 common deal-killers.

read more     download as PDF

Mergers and acquisitions continue to be one of the primary tactics for achieving corporate growth in the current economic environment. Surprisingly, though, many of the transactions buyers and sellers initiate never actually close. Our experience shows that M&A deals often break down due to 5 common pitfalls. Buyers and sellers who take steps to anticipate and address these can dramatically improve the potential for the deal’s success.

1. No board/shareholder buy-in

An M&A deal might look fully baked when the parties sign the letter of intent (LOI). However, dealmakers need to understand that there is still a long way to go after the “handshake”, including delivering the required authorizations. This generally means board approval and can include shareholder consent. Failure to do so will doom a deal before it gets off the ground.

To avoid this, senior management from both parties should ensure directors are on board with the transaction prior to executing the LOI, and be able to confidently predict the support of shareholders, if required for closing. Otherwise, the parties could incur significant costs and diversion of resources, only to find out they cannot close the M&A deal.

2. Incomplete disclosure

Due diligence to ensure complete, verified financial disclosure is a critical factor in maintaining trust and avoiding unpleasant surprises for buyers and sellers alike.

Quality of Earnings audits confirm financial accuracy and can help validate forecasted performance. These are how parties can maintain clarity and transparency regarding key business drivers, including revenue, receivables, inventory, recurring sales and expenses, growth in revenue relative to growth in earnings, and other factors that could directly impact valuations. These audits also reveal any off-balance sheet or contingent liabilities that could impact the company. Any inconsistencies or red flags could dampen a buyer’s enthusiasm to move forward.

Less than full disclosure – “what else were we not told” – could force dreaded renegotiation, a major cause of frustrating delays and toxic outcomes. Nothing is more aggravating for parties than an unexpected revelation that could – and probably should – have been discovered if proper due diligence had been done. Credibility and trust can be easily destroyed in the wasted time and effort it takes to redraft terms previously agreed upon.

3. Lack of M&A experience

Every deal brings different challenges, but a lack of M&A experience and thorough understanding of market practices can lead to greater frustration and deal fatigue on both sides.

To avoid going it alone, parties should consider engaging key players to comprise their deal team, including:

  • A strong banking partner with competent and licensed professionals
  • A transaction law firm with substantial tax expertise
  • A transaction accounting firm

In addition, involving key line managers early in discussions enables the business to set more accurate and realistic performance, staffing and financial benchmarks.

4. Deal complexity

While most M&A transactions are inherently complex – think acquirer equity, purchase-price adjustments, earnouts and contingent rights – there are strategies that experienced M&A transaction professionals can use to maneuver these complexities.

To ensure parties can and will live up to their agreements, it is important to:

  • Work with M&A advisors to understand the required financial, legal, tax reporting, valuation and regulatory components needed to complete the transaction.
  • Develop a concise plan and deadlines for reaching transaction goals.
  • Determine the implications of completing the M&A transaction, particularly paying attention to tax implications, debt covenants and any applicable existing agreements.

Anticipate Required Regulatory Filings

  • Typically, any deal of more than $80.8 million must be reported to the Federal Trade Commission and the Department of Justice for review.
  • These deals must be filed, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which is designed to protect against anticompetitive M&As.
  • Additional regulations come into play for specific industries or if the deal involves a foreign company.

5. Lack of process and a timetable

Process and timing breakdowns – perhaps the most unfortunate of all potential pitfalls – could in many cases be avoided with more careful planning upfront.

Failure to establish and follow a defined process likely means key steps may be missed or underemphasized during negotiations. In fact, parties should avoid even the appearance of disorganization and lack of preparation that could turn off interested parties before they even sit down at the table.

Timely performance is key to avoiding frustration and deal fatigue – perennial deal busters. Leaders have to keep their teams focused on moving forward with a timeline that includes concrete dates for each task. They should move quickly to resolve the inevitable unexpected issues and delays but avoid becoming bogged down in negotiations that will have little impact on the outcome.

Selling or acquiring a business can be extraordinarily stressful, even under the best of circumstances. Regardless of the parties’ depth of experience in the M&A market, they should keep in mind that each deal is unique, bringing its own set of potential pitfalls for the unwary.

Whether a prospective buyer or hopeful seller, most players would do well to seek a third-party perspective on valuation matters and other variables. This can inject the objectivity and dispassionate analysis needed to get a deal off on the right foot to begin with – or back on track should either party falter.

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Contact us

Contact us to learn how we can help your business reach its potential.

Ralph Della Ratta, Western Reserve

Ralph Della Ratta
CEO, Western Reserve
Head of M&A Advisory, President of Ohio, Citizens Commercial Banking
216.589.9557
Ralph.M.DellaRatta@citizensbank.com

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