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The RIA Deal Room | 2019
                             Takeaways – Past Meets Present








                                New Demands on Buyers                           New Realities for Sellers


                          RIAs are being forced to decide how they want    Multiples did not rise for everyone.  Sellers
                          to compete. A barbell has formed in the industry,   accepted structured deals to achieve the
           5.4%           with 5.4% of firms controlling nearly 63.2% of AUM   transaction’s purpose. The top .5-1% of firms
                                                                           (by AUM) in the industry are commanding
                          at the end of 2017. RIAs must decide if they
                                           i
                          want to compete through scale and inorganic      premium multiples, but their journey is not for
                          growth or stick to a boutique approach.          everyone.

                          Large acquirers set the pace, and deal           Acquisition Brands are communicating
                          sophistication increased. These Acquisition      turnkey offerings for prospective sellers.
           42%            Brands completed 42% of transactions from 2016   Robust capabilities, target markets, and deal
                          -2018.  A compelling story built on long-term
                                                                           model discipline mean rational expectations
                          outcomes is critical as access to capital is now  on price and structure are required.
                          table stakes .
                                     ii
                          Prospective buyers have higher barriers to entry   Prospective sellers are experiencing an
                          than ever before. The average deal               average of 60% of cash at closing.
           60%            demonstrated balance and high down               However, focusing on liquidity impacts the
                          payments. Are potential buyers ready to deploy
                                                                           overall valuation. Are sellers willing to trade
                          60% of cash consideration at closing?            cash for the highest possible valuation?


                          Buyers have been competing in a landscape of     The median adjusted EBITDA multiple
                          increasing cash flows. A balance between price   experienced less than 10% variation from
                          and terms based on the transaction’s purpose     2015 – 2018. Approaching M&A with the
          <10%            and a focus on broader transaction benefits is   long-term in mind is vital unless sellers are
                          key to getting sellers to “yes.”
                                                                           ready to enter an auction process and
                                                                           prepared to accept aggressive terms and
                                                                           structure.


                          What makes your equity more valuable than the    Why are you seeking a transaction?
                          firm you’re acquiring? More than 40% of the      Tradeoffs exist in every transaction structure.
                          average price consisted of the prevailing firm’s   More significant transactions tend to favor
          >40%            equity.  Buyers must be prepared to illustrate a   equity, and smaller deals tend to prefer
                          path to liquidity, a repeatable growth engine,
                                                                           cash.  Sellers should think carefully about the
                          scale, and platform, or risk being pushed out of   ideal buyer profile before entering the
                          conversations altogether.                        market as not all match the seller’s goals.


                          The days of transactions placing all risk on the   Are sellers ready to help their prospective
                          seller (e.g., all contingent, earnout, etc.) are   partners?  Sellers must prepare for shared risk
                          over. Greater than 70% of transactions have a    and force potential buyers to articulate how
          >70%            balance of cash and equity, and buyers must      all parties come through a transaction.
                          prepare for integration precision or risk losing to
                                                                           Sellers are saying yes to balanced purchases
                          a more established acquirer.                     and integration acumen.







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