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Mergers and Acquisitions : M&A’s Class Struggle

May 2010 By Erik Cagle
Senior Editor
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"It's not likely that we will see more mega-deals today solely because a few have occurred already. That might be the case for a company that felt particularly threatened by one of the mega-deals."

Indeed, the larger print community at times seems to harbor subtle resentment toward the attention that is sometimes thrust upon the industry transactions with the head-turning price tags. These sales, they argue, cast an unrealistic light on what the majority of companies are enduring. John Hyde, senior vice president of NAPL and a consultant with 20 years of experience, feels the top-end moves aren't indicative of what's at play for 90 percent of the printing industry.

Citing NAPL research, Hyde notes that 90 percent of the industry's members are "treading water or worse." While the top 10 percent are traded as going entities based upon EBITDA, the balance are primarily sold based on their underlying assets.

"For most companies, the asset that has the greatest value is the general intangibles—the customer relationships," Hyde adds. "Historically, it would have been the equipment, but that hasn't been true for quite some time. The customer relationships are extremely valuable, simply because companies need sales. There's an imbalance between those who need sales and those who have sales."

More Closures

How will the balance of 2010 shake out? According to CGX's Cohen, as the economy goes, so follows the fate of M&A activity. Absent meaningful recovery, he sees more distressed companies either liquidating or merging with stronger counterparts. Unfortunately, Cohen doesn't believe the industry has reached rock bottom.

"Unfortunately, we are only at the tip of the iceberg in terms of business failures," he contends. "Banks will eventually dig themselves out of their tremendous backlog of workouts and restructuring, and begin to focus on their printing company credits. When they do this, you'll see even more business combination transactions and liquidations in our industry."

Valuation expectations will play a large role in M&A fruitfulness going forward, according to De- Wese. Sellers, uplifted by the high-visibility deals, are buying into the recovery message, while buyers are aggressively holding prospects' feet to the low-ball fire in the name of low demand.

Reasonable expectations, and a middle ground, must be sought out. "Both sides must make some mental adjustments with respect to prices, whether their transaction can be price with a multiple of EBITDA or on an adjusted book value basis," DeWese notes. "If you didn't sell during the 1995-2000 period, you missed the golden era for printing industry M&A."

Carl Norton, founder and CEO of Nationwide Graphics, sees financial institutions wielding much influence over the tone of industry deals as the year wears on. "When bank lending eases up, we will see smaller companies making strategic mergers and acquisitions," he says. "I believe that financing will play a major role in facilitating the smaller deals since smaller, privately held companies usually don't keep an abundance of liquidity on their balance sheets."

As for Hyde, he is advising that clients with designs on selling their healthy business to sit tight in favor of sunnier skies. Only "must sells"—companies in financial distress or those with issues at the executive level—should consider entertaining offers under the current economic conditions.

"The financial results from 2007, 2008 and 2009 are not trending upwards for most companies," he cautions. "Without upward trending financials, there can't be enough of a growth rate to justify a high price."

Hyde also cites the psychological element as playing a role in M&A transactions, with buyers taking a much more aggressive posture in challenging assumptions. The short fuse exhibited by lending institutions also spells more opportunities for distressed sales as wounded printers are forced into liquidation scenarios by impatient banks.

Of course, obtaining financing in 2010 is not the same animal that it was in 2000, though some may argue that a strong balance sheet is a strong balance sheet, regardless of the year.

"The asset deals will continue," Hyde adds. "This is long-term in nature because of the structural changes in our industry. At least 20 percent of the printing companies will be going out of business in the foreseeable future, many through asset sales." PI


 

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