The recent announcement of a proposed £760m merger between Carlsberg UK and Marston Breweries is a sign of encouragement for those concerned about the health of the M&A market in the wake of Covid-19.
By coincidence Quercus have also just completed a deal in the drinks sector; helping premium wine merchant Flint Wines acquire a major competitor, Domaine Direct. Whilst the prospect of a surge in deal activity involving drinks companies is worth reflecting on (and perhaps whether its source is the impact of the lockdown?) the more interesting question is perhaps why are deals being done at all?
The pessimist will argue that the loss of business confidence will see corporates hoarding cash and private equity investors looking inward, supporting their portfolio. The market will be short of buyers and value multiples will naturally fall. Deal activity will dry up.
In reality, markets do not stop whatever the macro backdrop and as we start to emerge from lockdown, we think there are five different types of transaction that are going to make headlines throughout 2020.
First, the orphan children. These are the processes which were at an advanced stage at the start of lockdown and which remain stuck in purgatory with due diligence nearly done and legals not far behind. One suspects the Carlsberg UK / Marston deal is in this category. Whilst some of these deals may eventually succumb to deal fatigue all parties will have invested plenty of treasure and time to get to this point and when opportunity cost is taken into account our guess is that many of these deals will still complete. This is especially so for buyers with seasoned management who have the confidence and conviction to continue pursuing their strategic imperatives, the ability to recognise the underlying value of the target and to take a pragmatic view about the impact of Covid-19.
Second, the accelerated sales. It will be no surprise that we suspect a lot of these will be in retail, travel and casual dining. Many will be high profile and arranged through administrators like the recent sale of part of the Carluccio’s empire to the Boparan Restaurant Group. The retail sector in particular has been struggling with structural change led by changing consumer behaviour, over-expansion and high fixed property costs for some time and, like many, we think Covid-19 has accelerated the necessary changes and we are going to see the sector transformed.
Third, the non-core disposals. We have seen evidence of an uptick in this type of activity for the past 12 months or so and many large groups will be revisiting strategic reviews to identify which divisions no longer fit and could be sold to raise cash to support core operations. In our experience these businesses are often well run with good quality management and so will remain attractive opportunities for the right buyer.
Fourth, the opportunistic deals. In the entrepreneurial arena, owner-managers with no succession plans are still dying, divorcing or struggling with high levels of debt and Covid-19 is unlikely to stop a regular pipeline of these businesses finding their way to the market.
Finally, the new winners. With Covid-19 in mind (healthcare, technology, transportation, logistics) or Brexit (remember that?) bright people will be looking far beyond the murky horizon and acting out Warren Buffet’s maxim ‘to be greedy only when others are fearful’. In discrete sectors there will be activity spikes as players seek to gain competitive advantage in both home and overseas markets. For us, this is a very exciting arena where we anticipate working ever closer with the other 15 member firms of the Terra Alliance M&A network on cross-border deal activity.
So what does all this mean? No one should pretend that the world is in rude health at the moment but that does not mean that M&A no longer has a role to play in seeing us through this challenging period and helping businesses to emerge stronger than before. Processes will undoubtedly adapt (fewer auctions, more bilaterals), pricing and structures will be more cautious (less debt, more contingent elements linked to performance, use of vendor loan instruments, particularly for large corporates) and in many cases timetables will lengthen to accomodate more due diligence. However, for the right asset in the right sector, a deal can still be done.
The twin swallows of Marston / Carlsberg UK and Flint Wines are unlikely to signal a new M&A Spring but equally, as Mark Twain might have said, rumours of M&A’s death are much exaggerated. I’ll drink to that.
Quercus Corporate Finance is delighted to announce the acquisition of Domaine Direct by Flint Wines.
The Quercus team was led by Andrew Clegg and Nick Standen who acted for the board of Flint Wines on the acquisition.
Headquartered in London, Domaine Direct was originally set up in 1981 by the late Hilary Gibbs, an acknowledged industry pioneer, who built her reputation on sourcing the best wines from across Burgundy and selling to top restaurants, shops and collectors.
Established in 2006, Flint Wines supplies some of the UK’s top restaurants and wine merchants. It specialises in Burgundy, North America and Italy and works directly with over 150 producers from around the world. Flint Wines sells also sells to the public through its Stannary Wines brand. Flint’s management are pursuing an ambitious growth strategy, seeking to further develop their wine range and market penetration both organically and through further acquisition.
Andrew Clegg, Quercus Partner commented:
“This is an important step in Flint Wines’ strategy to expand its presence across the UK and very good news for growers and customers alike given the shared passions of both businesses. Transacting during lockdown has not been easy but common-sense on all sides and a high degree of collaboration ensured we could meet a challenging timetable.”
Sam Clarke, Flint Wines founder added:
“We are delighted that the Domaine Direct business is now part of the Flint Wines family and look forward to building on Hilary Gibbs’ considerable achievements. I do not underestimate the challenges of doing deals in the present environment and we are very grateful to the Quercus team whose advice has been excellent. Without their insight, proactivity and support I fear we may not have reached the finishing line.”
As the exclusive UK member firm for the Terra Alliance international M&A network, Quercus Corporate Finance is pleased to announce that:
Particular sectors of interest in 2019 included Consumer Products & Services, Diversified Industrials and Energy & Mineral Products and Services.
Andrew Clegg, Quercus Partner, commented:
“We continue to work extensively with our partner firms on cross-border deal activity and these latest figures once again demonstrate the power of the Terra Alliance across the globe. Many of our clients remain ambitious to grow internationally and the network consistently offers global reach and scale, local market knowledge and direct access to potential buyers and sellers.”
Terra Corporate Finance Alliance (www.terra-alliance.com) is a leading international alliance of Mergers and Acquisitions (M&A) and Corporate Finance advisory firms with operations in Africa, Asia, Europe, the Middle East, North America and South America. The alliance provides member firms with a comprehensive platform for offering clients enhanced identification of, and access to, potential transaction parties around the globe. Terra Alliance was formed in 2002 and consists of 16 member firms covering more than 40 countries worldwide.
Quercus Corporate Finance LLP is delighted to announce the sale of aviation food solutions company, Monty’s Bakehouse UK Limited to SATS Investments Pte Ltd, Asia’s leading provider of Food Solutions and Gateway Services.
The Quercus team, led by Andy Clegg, advised the Board of Monty’s Bakehouse UK Limited (“Monty’s Bakehouse”) on the sale of the company to SATS Investments Pte Ltd (“SATS”) for a purchase consideration of up to £26.7 million.
Monty’s Bakehouse is a leading innovator of high-quality packaged food solutions for travel markets across the world with offices in the United Arab Emirates and manufacturing sites across Europe, the Middle East, and Asia. The company was founded by CEO, Matt Crane, in 2003 and is headquartered in Surrey.
By combining the culinary expertise of SATS with Monty’s Bakehouse product and packaging innovation, the group intends to enhance its food solutions for aviation customers and support growth into new customer segments. Customers across Asia will benefit from the sustainably-packaged, handheld snacks that Monty's Bakehouse has been providing to a growing roster of premium airlines and other customer segments across the world.
Andrew Clegg, Quercus Partner commented:
“The combination of Monty’s Bakehouse and SATS is a very exciting development for the aviation food industry and I am delighted for Matt and the other shareholders who have built a great business. In a post-Brexit world, this demonstrates clearly that Britain remains open for business, forging new links in non-EU markets.”
Matt Crane, CEO of Monty’s Bakehouse added:
“Joining a multibillion-dollar market leader like SATS presents an exciting opportunity to accelerate the growth of Monty’s Bakehouse as well as support the growth of SATS in Asia. I am really pleased that we chose Quercus to help us to structure this complex cross-border deal; their creative thinking, responsiveness and attention to detail were of great value to us throughout the process.”
Quercus Corporate Finance LLP is delighted to announce that it has been shortlisted three times in the 2020 Insider Dealmakers Awards:
Nick Standen, Chairman of Quercus, commented:
“2019 has been an incredibly sucessful year for the team and I am delighted that the community continues to recognise the quality of our proposition with these much valued nominations. Our strategy of providing partner-led insight to the mid-market continues to serve us well, and we enter 2020 with a large and exciting pipeline.”
Quercus Corporate Finance is delighted to announce the sale of BBS Consultants & Actuaries to Broadstone Group.
The Quercus team, led by Andy Clegg, advised the Board of BBS Consultants & Actuaries Limited (“BBS”) on the sale of the Company to Broadstone Group (‘Broadstone”), the employee benefits and pensions consultancy specialist backed by mid-market Private Equity firm, Livingbridge. The consideration was funded through a combination of additional funds from Livingbridge and debt facilities from Broadstone’s banking partners.
Headquartered in Bristol with a recently established South East presence, BBS is a highly respected specialist firm of workplace pensions consultants, actuaries, investment advisers and administrators providing a full suite of pensions advice and management solutions for trustees and employers. Founded in 1997, BBS has grown to become one of, if not, the leading independent pensions consultancy in the South West, employing over 125 people with a broad client base ranging from local businesses to large, blue-chip organisations.
Broadstone is an acquisitive group having made four acquisitions since Livingbridge invested in 2016, with three of those acquisitions being in the past 12 months. BBS represents Broadstone’s largest acquisition to date and provides them with significant additional scale and increased breadth of services as well as significant cross-selling opportunities across the enlarged client base.
Andrew Clegg, Partner at Quercus said:
“We have enjoyed working with the team on this important transaction in the fast consolidating pensions advisory market where we anticipate further M&A activity. BBS is a fantastic local business with an exceptional reputation for providing high quality advice and exemplary customer service. In Broadstone, BBS has found an acquirer that shares its ‘client-first’ culture and ethos and I look forward to seeing the enlarged group prosper in the coming years.”
James Stanfield, Chairman and founder-shareholder of BBS added:
“We are delighted that BBS has joined forces with Broadstone, a like-minded business with ambitious plans and we are confident that the business will thrive under its ownership. The sale is the culmination of a two-year journey with Quercus who have guided us every step of the way. They are a highly experienced relationship-driven team and the quality of the advice and service we received throughout was a significant factor in a successful Transaction. We are delighted with the outcome.”
The Terra Alliance held its latest bi-annual international corporate finance meeting in New York last week hosted by the American consumer products and retail specialist member firm, Consensus (www.consensusadvisors.com). The meeting represents the Terra Alliance’s 36th international corporate finance meeting following the most recent gathering in Madrid in April 2019.
Representatives of the Terra Alliance’s 16 member firms came together to discuss current and future opportunities for cross-border M&A and capital raisings. The member firms reported strong activity so far in 2019 as well as continued growth in cross-border deals involving members.
This year’s meeting was preceded by the 9th Annual Consensus Great Brands Show (www.greatbrandsshow.com) at the NY TimesCenter in Times Square, New York City. This was the first time members of the Terra Alliance participated in The Great Brands Show, which featured 33 fast-growing consumer brands presenting and exhibiting to an audience of financial entities representing trillions of dollars of capital, major retailers and other significant consumer industry participants.
During the Terra Alliance meeting, it was announced that Origin Merchant Partners of Toronto, Canada would join The Terra Alliance with immediate effect. Origin Merchant Partners is Canada’s largest independent investment bank. They provide advisory services for mergers and acquisitions, corporate finance, recapitalization and restructuring as well as real estate investment and advisory in Canada.
The next Terra Alliance meeting will be held in the Spring of 2020 and will be hosted by member firm Raiffeisen Bank International, which is headquartered in Vienna, Austria with offices throughout Central and Eastern Europe, Russia, Turkey and Ukraine.
Quercus Corporate Finance is delighted to announce the sale of intelligentgolf Limited (intelligentgolf) to ClearCourse Partnership LLP (ClearCourse).
The Quercus team, acting for the Board of intelligentgolf, was led by Andrew Clegg. ClearCourse has the financial backing of Aquiline Capital Partners, a New York and London-based private equity firm.
Intelligentgolf is the market leading provider of cloud-based software services to the UK golf industry. With over 500 customers worldwide, the platform is used to provide tournament management, handicapping, membership, tee time management website and electronic point of sale systems to golf clubs and organisations throughout the UK and beyond.
The deal represents the tenth company to join ClearCourse since its foundation in October 2018.
ClearCourse was founded to add value in UK businesses that provide software and payment processing services to a variety of membership organisations including non-profits, trade associations, trade unions, sporting bodies and charities. It acquires innovative businesses with strong management teams and complementary offerings, facilitating operational and commercial synergies and enabling cross-selling of relevant products and services.
Intelligentgolf is the first acquisition ClearCourse has made in the sports & leisure sector and is an important milestone, expanding its offering into a new market and enabling its existing companies to offer their solutions to new end users.
Financial details have not been disclosed.
Andrew Clegg, Quercus Partner, said:
“It has been a real pleasure working with Jamie and Denise and we are delighted to have found a good home for their business, with tremendous opportunities for further growth. We wish everyone at Intelligentgolf and ClearCourse every success for the future.”
Jamie Abbott, CEO of Intelligentgolf added:
“We are very grateful to the Quercus team for their guidance and support on this important transaction for us. Their experience and knowledge have been extremely helpful in our understanding of the process and they have delivered a great outcome for the business – we are really excited to be part of the ClearCourse partnership and to help continue its success.”
Quercus Corporate Finance is delighted to announce the sale of Cecile Park Publishing Limited (CPP) (trading as DataGuidance) to OneTrust Partnership Limited (OneTrust).
The Quercus team, led by Andrew Clegg, advised the Board of CPP (DataGuidance), an in-depth and up-to-date privacy and security research platform, on the sale of the company to OneTrust.
OneTrust offers a dedicated privacy management technology platform used by more than 2,500 customers to implement their privacy, security and third-party risk programs, automatically generating the specific record keeping needed to demonstrate compliance with privacy regulations including GDPR, California Consumer Privacy Act (CCPA) and Brazil LGPD.
The deal will enable DataGuidance to access additional expertise in the provision of privacy management solutions, and accelerate sales growth and geographic expansion.
Financial details have not been disclosed.
Andrew Clegg, Quercus Partner said:
“DataGuidance is a special business and we have enjoyed working with the team on this important deal. The privacy intelligence and data market is particularly active at present given the increasing focus on personal data and privacy and we anticipate further M&A activity. OneTrust represents an excellent fit for DataGuidance; they have an ambitious growth strategy and their sales experience and financial strength provide the support necessary to take the business to the next level.”
Alasdair Douglas, Chairman of DataGuidance added:
“We are very grateful to Quercus for their support. Andy and his team guided us through the sale process very professionally, providing strategic advice, pragmatic solutions and first-rate execution capability throughout.”
As the exclusive UK member firm for the Terra Alliance international M&A network, Quercus Corporate Finance is pleased to announce that:
Particular sectors of interest in 2018 included Diversified Industrials, Consumer Products & Services, Technology and Energy & Mineral Products.
Andrew Clegg, Quercus Partner and member of the Terra Alliance Steering Committee, commented:
"We worked with many partner firms on cross-border deals in 2018 and these latest figures once again demonstrate the power of the Terra Alliance across the globe. Many of our clients remain ambitious to grow internationally and the network consistently offers global reach and scale, local market knowledge and direct access to potential buyers and sellers."
