Don’t worry, make money
by George Spilka
January 1, 2009
The
United States may be in the midst of its biggest financial crisis since the
Great Depression. Congress approved a $700 billion bailout package for the
financial industry Oct. 3. This infusion of capital is the most massive
governmental intervention in the financial markets in this country’s history.
After the initial rescue package was denied, the second version passed
relatively quickly, as the consequences of not doing so were too dire. Had
Congress not approved the package, there would have been a complete freezing of
the credit markets, many experts said.
Congress’s delay in passing a rescue package caused an intensification of the
anxiety and fear gripping the financial markets. This significantly contributed
to the overwhelming crisis of confidence that now impacts the U.S. financial
markets and has spread around the globe.
Subsequent aggressive and prudent measures instituted by the Federal Reserve
and U.S. Treasury did not immediately stem the panic devastating the financial
markets. However, the former will eventually loosen up the commercial paper and
general credit markets for numerous reasons, and the latter will have a
positive impact on overall economic activity. More dramatic actions are likely
to occur as a new Congress and president enters the White House.
Not the end
This
is not financial Armageddon. The stock market should hit bottom very soon. At
that point, the return to normal will begin. It should arrive much before most
people expect. Despite what you have witnessed, there is no reason to
panic.
What brought the country to the brink? Very simply, the reckless — verging on
idiotic — residential mortgage lending that took place starting in 2004,
combined with the use of modern technology to design exotic financial
derivatives of which almost nobody fully understood the consequences. The
massive use and distribution of these products was almost completely funded by
debt.
Why did it happen? The crisis was fostered by a culture of greed that has
permeated this country since the “dotcom” explosion of the 1990s. This culture
reached its apex on Wall Street, where the so-called experts felt that no
amount of money was enough. It was nurtured and brought to maturity by the easy
money policy of the Federal Reserve. It resulted in the most excessive and imprudent
lending and use of leverage seen in U.S. history. The consequences should have
been realized at least three or four years ago.
What hasn’t happened in the financial crisis? The impact has been limited to
the banking industry, which has been devastated by the losses sustained in the
residential mortgage lending market and the losses related to credit defaults
and other issues.
Although the economic figures indicate the country is in a recession or an
economic downturn — define it as you like— the overall profits of many U.S.
industrial companies remain strong. The results for public companies indicate
that although profitability is moderating, it remains at historically high
levels.
Stay on course
The
intermediate and long-term impact of the financial crisis on the economy is
going to be negligible, many say, and by the second half of 2009, the country
will be coming out of the economic downturn.
Owners and executives of middle-market companies, defined as companies with a
transaction price between $5 million and $250 million, will now continue to get
their ceaseless level of calls from brokers, intermediaries and low-grade
investment bankers. However, their storyline will now be, either at the
beginning or as a deal progresses, something similar to: “You better sell at a discount price before
the carnage gets worse,” or “You should be thankful to receive this price due
to current financial conditions.”
There is no justification for those types of statements.
Most buyers will tell you the devastation in the financial markets means you
will have to accept a substantially discounted price. You will be told that
pricing will be “dirt cheap” into the foreseeable future and might even
deteriorate further. Don’t pay any attention. Here are likely impacts of the
financial crisis on the sale of middle-market companies.
In the short term, there will be a period of three or even six months where
there is some turmoil in the acquisition market. Conceivably, there could be a
degree of transaction pricing weakness through the end of the second quarter of
2009, but this is unlikely.
In the next one to three years, there should not be any impact on transaction
pricing, unless the effect of the guarantees made by the Federal Reserve and the
Treasury on the federal deficit have a greater impact than expected.
And after three years, the impact will be negligible.
Recommendations
Don’t
change the overall strategy regarding the sale of your company. If selling satisfies
your personal and business objectives, you should proceed with the process. You
might delay contacting potential acquirers until after the first quarter of
2009, but that will not be necessary in most cases. Furthermore, don’t modify
your expected transaction price at this time.
For companies not yet in the market or ones at the very start of the sale
process and whose fundamentals and business foundation are somewhat deficient,
they might want to delay the sale, while they strengthen and reposition the
company. However, where there is no need to strengthen the company’s
fundamentals or foundation, don’t delay past the start of
2009.
Don’t be intimidated by acquirer’s doomsday scenarios. The financial crisis has
not changed anything in the industrial sector of the U.S. economy. Most
companies remain very profitable and the intermediate and long-term business
outlook remains good. There should be no transaction price concessions. If
patience is necessary, it will provide you a bountiful reward.
These are times when you truly need a strong-willed, determined, and
knowledgeable investment banker who understands the causes of the financial
crisis and how it is likely to play out. He or she will provide you the proper
guidance in how to proceed in these exciting — but turbulent — times. If you
have this strength and expertise on your team, you will get a premium price.
Don’t let acquirers intimidate you. Don’t accept less than you deserve.
George Spilka is president of George Spilka and Associates, a Pittsburgh-based
merger and acquisition consulting firm that specializes in middle-market,
closely held corporations. They have a broad-based service that advises clients
through the entire acquisition process. These firms include a diverse group of
contractors, distributors and manufacturing companies throughout North America.
For more information, write Castle Town Square S., Suite 301, Allison Park, PA
15101. Also call (412) 486-8189, fax (412) 486-3697 or e-mail spilka@nauticom.net;
see www.georgespilka.com
on the Internet.
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