U N D E R S TA N D I N G YO U R VA L U E & P R E PA R I N G F O R A M E R G E R , A C Q U I S I T I O N O R J O I N T V E N T U R E
NOVEMBER 2019 54 Chapel Street, Charleston, South Carolina 29403 | info@belaygroup.com
U N D E R S TA N D I N G YO U R VA L U E & P R E PA R I N G - - PowerPoint PPT Presentation
U N D E R S TA N D I N G YO U R VA L U E & P R E PA R I N G F O R A M E R G E R , A C Q U I S I T I O N O R J O I N T V E N T U R E NOVEMBER 2019 54 Chapel Street, Charleston, South Carolina 29403 | info@belaygroup.com T H E B E L
U N D E R S TA N D I N G YO U R VA L U E & P R E PA R I N G F O R A M E R G E R , A C Q U I S I T I O N O R J O I N T V E N T U R E
NOVEMBER 2019 54 Chapel Street, Charleston, South Carolina 29403 | info@belaygroup.com
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
O v e r v i e w o f T h e B e l a y G r o u p H o w C o m p a n i e s Ar e Va l u e d P r e p a r i n g f o r A M e r g e r, Ac q u i s i t i o n , o r J o i n t Ve n t u r e
I. II. III.
T H E B E L A Y G R O U P
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
More than two decades of collective senior banker focus
seeking strategic and M&A advisory
Strong devotion to making sure our client’s interests are strategically planned and achieved
Solely dedicated to strategic advisory for middle market, healthcare service and HCIT companies
PRACTICE OVERVIEW THE BELAY TEAM
Headquartered in Charleston, SC
process structure, engagement with potential buyers, and negotiation of transaction documents
implementation, engagement with potential buyers, and management of due diligence process
modeling, preparation of marketing materials, and management of data room and diligence requests Marc Anderson Managing Director Hunter Atkins Director Matt Schembri Associate
OVERVIEW OF THE BELAY GROUP
I
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
Expertise in selling businesses to qualified buyers and achieving significant premiums for shareholders
Venture capital Private equity Private debt Revolving credit Joint venture
Expertise in acquiring businesses/competitors
with favorable terms
FOUNDING HISTORY ONE-STOP SHOP OFFERING FOR CLIENTS
OVERVIEW OF THE BELAY GROUP
I Operational consulting Business development Growth strategy Valuations & Fairness Opinions
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
OVERVIEW OF THE BELAY GROUP
I
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P Source: Includes transactions managed by Belay team members as lead banker while at Belay and predecessor firms.
SELECT URGENT CARE TRANSACTIONS
April 2017 HAS BEEN ACQUIRED BY March 2017 HAS BEEN ACQUIRED BY November 2016 Arizona Operations HAS BEEN ACQUIRED BY July 2016 HAS BEEN ACQUIRED BY November 2014 HAS BEEN ACQUIRED BY August 2013 HAS BEEN ACQUIRED BY July 2012 HAS BEEN RECAPITALIZED BY June 2012 HAS BEEN RECAPITALIZED BY November 2015 Nevada Operations HAS BEEN ACQUIRED BY
1+ dozen Urgent Care specific engagements
~$500 million combined enterprise value in completed transactions
90%+ of engagements successfully completed
BELAY CAPABILITIES
Urgent Care is an integral part
and identify disruptive forces within urgent care and dedicate intensive focus on cultivating relationships with all stakeholders
the industry’s leading CEOs and management teams
investors, MCOs, and health systems that are developing practice management strategies
KEY STATS
October 2017 HAS BEEN ACQUIRED BY August 2018 HAS BEEN ACQUIRED BY March 2018 HAS BEEN ACQUIRED BY Undisclosed Buyer November 2018 HAS BEEN ACQUIRED BY December 2016 HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY September 2018 OVERVIEW OF THE BELAY GROUP
I
T H E B E L A Y G R O U P
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
HOW COMPANIES ARE VALUED
II
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
Typically a buyer will use a number of factors to build their own projection model and various valuation methodologies to triangulate a value for a business. In healthcare, depending on the party, some will be required to use some industry standards including AICPA and IRS guidance which can cause variations in derived values
T H E B E L A Y G R O U P
FUNDAMENTAL METHODS
Capitalization
(Historical)
Discounted Cash Flows (Projections) Book Value of Assets Liquidation Value Replacement Value
RELATIVE METHODS
Comparable Companies Market Multiples Comparable Transaction Multiples Market Value (for Quoted Securities)
COMMENTS
Leveraged Buyout Approach
applicable to asset-light businesses like ambulatory practices
analysis
−
Intrinsic value of the company’s unlevered free cash flow growing into perpetuity
and precedent transaction analyses
−
Trading multiples for selected public physician-based companies
−
Selected precedent M&A transaction multiples for similar target companies
is purchased with a combination of equity and debt, such that the company's cash flow is the collateral used to secure and repay the borrowed money
HOW COMPANIES ARE VALUED
II
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
HOW COMPANIES ARE VALUED
II
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
Valuation Approaches Valuation Description
Fundamental Method
INCOME
Discounted Cash Flow
value of projected, future cash flows discounted at an estimated cost of capital Asset (Cost) Book Value (Net asset-value)
Replacement
Relative Method Market- based Comparable Company Multiples
Precedent Transaction Multiples
Other Methods Liquidation
Price of Recent Investment
Accretion / Dilution
Leveraged Buyout
funding and required internal rate of return hurdle rates
−
Income Approach: determine value by converting anticipated future economic benefits into a single present value amount
−
Asset (Cost) Approach: determine value based on the value of the assets net of liabilities
−
Market-Based Approach: determine a value by comparing the subject to similar businesses, business ownership interests, securities, or intangible assets that have been previously sold
Typically, a buyer will use a number of factors to build their own projection model and various valuation methodologies to triangulate a value for a business
T H E B E L A Y G R O U P HOW COMPANIES ARE VALUED
II
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
There are many factors that affect a Company’s Valuation in addition to the below. How do you compare to your peers or competitors?
T H E B E L A Y G R O U P
+ Decreases Risk (Favorable); - Increases Risk (Unfavorable); = No Net Effect (Neutral)
Risk Components
+ Size
+ Scale
+ Market Competition +
Location & Aesthetics
+ Brand Awareness + = = Free Standing Clinics + =
+ Occupational Medicine
+ Infrastructure = = = Management Skill/Financial Acumen
+ Decreases Risk (Favorable); - Increases Risk (Unfavorable); = No Net Effect (Neutral)
Risk Components = = = Provider Compensation = = = Staff Stability = + = Marketing Investment = +
= Information Technology
= Social Media Presence
= Patient Feedback System
= Ownership Cohesiveness/Integration
= Payor Concentration + + = Community Outreach
HOW COMPANIES ARE VALUED
II
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
changed its tune, now likely to refrain from raising them this year
−
Prolonged levels of lower rates will help GPs mitigate financing costs and allow for richly-priced bids
multiples comfortably topping 12.0x to endure through the year
TOTAL PRIVATE EQUITY DEAL MULTIPLES BY YEAR
Source: PitchBook
4.9x 5.3x 5.3x 6.1x 6.3x 6.8x 6.8x 7.2x 5.7x 5.2x 5.5x 5.4x 5.5x 5.2x 5.7x 5.2x 5.6x 6.0x 6.0x 6.2x 5.9x 5.8x 6.1x 5.8x 6.1x 6.0x 4.7x 4.4x 4.1x 4.0x 4.5x 4.9x 5.3x 5.7x 4.6x 4.1x 4.3x 4.4x 4.8x 5.3x 5.7x 5.3x 5.7x 5.9x 5.6x 5.9x 5.6x 5.6x 6.1x 5.8x 6.1x 6.4x
9.6x 9.7x 9.5x 10.1x 10.8x 11.8x 12.1x 12.8x 10.3x 9.3x 9.8x 9.8x 10.4x 10.5x 11.4x 10.5x 11.4x 11.9x 11.6x 12.1x 11.5x 11.5x 12.3x 11.5x 12.3x 12.3x
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 2013 2014 2015 2016 2017 2018 2019 Debt/EBITDA Equity/EBITDA EV/EBITDA
HOW COMPANIES ARE VALUED
II
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
GENERAL MULTIPLES BASED ON ACQUISITON OF VARIOUS SIZE URGENT CARE OPERATORS
Source: BG Research
Small Medium Regional Regional / National ?x 10x 8x 10x 5x 6x 4x 2x 18x 15x 12x 9x 6x 3x 21x Typical Urgent Care EBITDA Multiples
1-3 Centers 4-6 Centers in similar geography 7-10 Centers in attractive geography 10+ Centers quickly growing with strong
HOW COMPANIES ARE VALUED
II
T H E B E L A Y G R O U P
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
There are two primary buyer classes, which include strategic and financial buyers
Synergized Earnings Revenue Synergy Cost Synergy Financial Synergy Earnings Based on a Required IRR
Cost Synergy Growth Capital Mgmt Team
TRANSACTION PREPARATION
Synergy / IRR / Strategic
Financial Synergy Growth Opps Mgmt Team
III
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T H E B E L A Y G R O U P
Contracts Operation Period Assignment Of Benefits And Risks Governance Corporate Culture Strategic Alignment Strategic M&A Financial M&A Flexible - Strict Limited to Not-limited Proprietary Single governance Varies depending on business plan of acquirer Varies depending on business plan of acquirer Strict Not-limited Proprietary Governance by a single management Unify into a single corporate culture Transition to regular operation and monitoring Varies depending on business plan of acquirer Single-leadership planning Joint Venture Flexible Not-limited Shared Shared Governance Cooperation amongst business partners Periodic evaluation of performance and review of alliances Collaboration and co-creation
TRANSACTION PREPARATION
III
Management
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
RISK-ADJUSTED VALUE SPEED MANAGEMENT TIME CONFIDENTIALITY COMMENTS DESCRIPTION MERGER / JOINT VENTURE Most Favorable Least Favorable
runner(s) exists
traditional buyer emerges
and management
strategic and financial CLOSED NEGOTIATIONS
−
buyers, usually a strategic
emptive interest is expressed by credible parties
small buyer universe and then resolved prior to broader market knowledge
may compromise certainty to close TRADITIONAL PROCESS
−
either lack capability or seeking new markets
by merging with similar sized
significant synergies and competitive stature in market
depending on rights of JV / merger partner
− TRANSACTION PREPARATION
III
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
BUYOUT TRANSACTION MAJORITY TRANSACTION JOINT VENTURE / MINORITY TRANSACTION
− Either asset or stock deal
sellers
− Either asset or stock deal − Either growth transaction or
recapitalization (i.e., seller receives proceeds)
− Either asset or stock deal − Either joint venture, growth transaction
proceeds)
Occasionally utilized by financial buyer
FACTORS BUYOUT MAJORITY JV / MINORITY MERGER
Full Enterprise Valuation ✓ ✓ Negotiated Equity from Purchaser to Management Team ✓ Negotiated Restrictions on Activities (minority governance controls) ✓ Negotiated Current Ownership Retains Control ✓ Negotiated Cash Off the Table $$$ $$ $ Negotiated Current Ownership Participates in Future Profits ✓ ✓ Negotiated Experienced Partner with Growth Resources ✓ ✓ TBD
TRANSACTION PREPARATION
III
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
Running your business is a full-time job, and a transaction process can often take just as much effort to be successful – from preparing financial reports, to marketing your business, to organizing contracts / legal documents, to understanding deal implications, amongst many other moving parts necessary to effect a deal. Leveraging experts can often be the difference between success and lots of wasted effort
TRANSACTION PREPARATION
III
process with somewhat standard steps with someone needed to keep it all on track
financials is absolutely necessary, and understanding tax implications can drive value
has to make sure all of your past, present, future interest are protected, and you know what you are signing
Where to Find? Who & Why?
accountants, or lawyer
not, recommendations from M&A advisor, legal advisor, peers or friends
not, recommendations. If so, ensure they are familiar with transactions and in particular healthcare transactions
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
A successful transaction is predicated on the seller being prepared, focusing on the key value drivers, having its “house in order” and operating as if you will own the business forever
Team - In most cases tenure and commitment are typically attractive to buyers. While most sellers want to keep a pending company sale confidential, it’s important to quietly identify key team members to participate in process.
Emphasize Growth and Opportunities – Buyers or Partners rarely invest in stagnant
stable track record, or unique initiatives attract attention. Focus on Profit – Earnings multiples are typically the major value indicator. Selling more, spending less, belt-tightening all drive higher sales prices. Update Systems – Make sure your financial and operating systems are up to date, accurate and scalable. Maximize Timing – Market timing can optimize the value. Low interest rate environments, large capital bases in public and private markets and favorable business cycles can make a major difference in the value you receive. Plan to Own Forever – No one can predict the “best” time to sell. And every transaction is hard no matter how favorable the conditions or attractive the
and process “as-if” you will own it forever and you will make the right decisions.
TRANSACTION PREPARATION
III
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
TRANSACTION PREPARATION
III
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
work towards closing a transaction Analyze & Value Marketing Strategy
diligence
marketing materials: Executive Summary (ES) and Confidential Information Memorandum (CIM)
preliminary valuation
prioritize potential acquirers
approach for calling
data room (if desired)
confidentiality agreement (CDA) for distribution
management presentation
investors and distribute ES
execution of CDA, distribute CIM
conversations to expedite investor evaluation
calls with potential acquirers
# of parties for additional due diligence
potential investor(s)
presentations
questions
final bids due
potential invesotr(s) to commence negotiations Marketing & First Proposals Additional DD & Final Offers Structure & Negotiations Negotiation & Closing
conditions
investor to complete transaction
execute definitive agreements
transaction
documents
marketing packages
lender document / purchase agreement
T H E B E L A Y G R O U P
1 2 3 4 5 6
TRANSACTION PREPARATION
III
Securities offered through TCFG Wealth Management, LLC Member: FINRA, MSRB and SIPC.
T H E B E L A Y G R O U P
This document is being provided in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with The Belay Group. This document is intended solely for the use of the party to whom Belay has provided it and is not to be disclosed (in whole or in part), summarized, reprinted, sold, redistributed or otherwise referred to without the prior written consent of Belay. All references to “Belay” refer to The Belay Group. The Belay Group does not provide any tax advice. Any tax statement herein regarding any U.S. federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. The research department has the sole authority to determine which companies receive research coverage and the recommendation contained in the coverage. In the normal course of its business, Belay seeks to perform investment banking and other fee generating services for companies. Information presented in this document is for informational, educational and illustrative purposes only. While the information in this document is from sources believed to be reliable, Belay makes no representations or warranties, express or implied, as to whether the information is accurate or complete and Belay assumes no responsibility for independent verification of such information. Facts and views presented in this document have not been reviewed by, and may not reflect information known to, professionals of other Belay business areas, including Belay’s affiliated asset management firm. In addition, the analyses in this document are narrowly focused and are not intended to provide a complete analysis of any matter. Past performance is not necessarily indicative of future performance. Estimates, projections or indications of future performance can be identified by certain statements, such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “plans,” “estimates” or “anticipates” or the negative of those words or other comparable terminology, as well as by statements concerning projections, future performance, developments, events, revenues, expenses, earnings, run rates and any other guidance on present or future periods. Any such statements are forward-looking in nature and involve risks and uncertainties. Any statements of future performance are based on assumptions that might not be realized and a number of factors, including without limitation, the volatility of the securities markets, the overall environment for interest rates, risks associated with private equity investments, the demand for public offerings, activity in the secondary securities markets, competition among financial services firms for business and personnel, the effect of demand for public offerings, available technologies, the effect of government regulation and of general economic conditions on our own business and on the business in the industry areas on which we focus and the availability of capital to us. We are under no obligation to update the information presented in this document or to inform you if any such information turns out to be inaccurate or misleading. The information in this document is not, and is not to be construed as, an offer or a solicitation to buy or sell any securities or any other financial instruments or a recommendation or endorsement to engage in or effect any particular investment or transaction. Moreover, under no circumstances should the information in this document be considered legal, tax or accounting advice or relied upon therefore. The recipient is advised to rely on the advice of its own professionals and advisors for such matters and should make an independent analysis and decision regarding any transaction based upon such advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax
any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. The information in this document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or for any distribution or use that would subject Belay or its affiliates to any registration requirement within such jurisdiction or country.