sponsored content thought leader forum mergers & … · managers, “look, you’ve got two...

5
APRIL 5, 2019 19 THOUGHT LEADER FORUM Mergers & Acquisitions SPONSORED BY R ight now, interest is cheap, financing is available and there’s a trillion dollars in the marketplace. The economy is strong. But is it a good time to pursue an acquisition or sell your own company? Since a merger or acquisition is quite possibly the largest financial event of a business owner’s life, finding the right team of experts is essential. The rewards of M&A can be tremendous, but the risks are also high. The Business Journal gathered three industry experts to discuss the upsides and potential downsides of buying or selling a company. They agreed that doing your research early, building a strong team, and realizing your capacity and capability are key factors to any successful M&A transaction. Participating on the panel were Raymond Cheung, shareholder with Geffen Mesher; Anubhav Bhatia, principal at Point B; and David Forman, partner with Tonkon Torp. The conversation was moderated by Erica Heartquist. GETTY IMAGES SPONSORED CONTENT

Upload: others

Post on 12-Jul-2020

4 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: SPONSORED CONTENT THOUGHT LEADER FORUM Mergers & … · managers, “Look, you’ve got two full-time jobs now. You’ve got to run the deal and you’ve got to run the business.”

APRIL 5, 2019 19

THOUGHT LEADER FORUM

Mergers & Acquisitions

SPONSORED BY

Right now, interest is cheap, financing is available and there’s a trillion dollars in the marketplace. The economy is strong. But is it a good time to pursue an acquisition or sell your own company? Since a merger or acquisition is quite possibly the largest financial event of a business

owner’s life, finding the right team of experts is essential.The rewards of M&A can be tremendous, but the risks are also high. The

Business Journal gathered three industry experts to discuss the upsides and potential downsides of buying or selling a company. They agreed that doing your research early, building a strong team, and realizing your capacity and capability are key factors to any successful M&A transaction.

Participating on the panel were Raymond Cheung, shareholder with Geffen Mesher; Anubhav Bhatia, principal at Point B; and David Forman, partner with Tonkon Torp. The conversation was moderated by Erica Heartquist.

GETTY IMAGES

SPONSORED CONTENT

Page 2: SPONSORED CONTENT THOUGHT LEADER FORUM Mergers & … · managers, “Look, you’ve got two full-time jobs now. You’ve got to run the deal and you’ve got to run the business.”

20 PORTLAND BUSINESS JOURNAL

MERGERS AND ACQUISITIONSTHOUGHT LEADER FORUM

THE PANELISTS

ERICA HEARTQUIST: What are the critical ingredients, as well as the typical stumbling points when striving to successfully create value from an integration?

ANUBHAV BHATIA: From a critical ingredient viewpoint, the three needs we see with our clients are capacity, capability, and planning. Capacity comes into play because it’s usually the same resources that are asked to run the business and integrate the acquisition. So, they get allocated to these deal teams and they work nights and weekends to get everything done. One of the biggest challenges to delivering on a transactions’ value/business objectives is to make sure that daily operations for both companies are not impacted during the pre-close planning and post-close execution period. Capacity issues can significantly impact this, creating stumbling points for the integration teams.

Capability, on the other hand, is a question of whether the client has experience with M&A integrations. M&A is a unique animal due to the diverse set of internal and external stakeholders, along with very tight deadlines.

If you don’t have the capacity or the capability to run an integration successfully, we recommend either engaging somebody, like Point B, to help you with these constraints, or creating these skills in-house. This can work if a deal is on the horizon and you have time to prepare.

The final element is being proactive about planning. Getting the cross functional leaders involved and engaged early-- right after initial due-diligence--is very important and drives accountability for accurate planning and execution. A lot of companies don’t do that; they think that the deal is going to close, and their teams will handle it. That’s the wrong approach.

It’s about being proactive, defining those risks, and mitigating them. Most importantly, you need to hold people accountable.DAVID FORMAN: It’s interesting, because you’re speaking from the buy side primarily. The vast majority of our deals are “sell side.” We handle buy side deals as well, but most of what we see in Oregon are sales to out-of-state buyers.

But, capacity and capability also apply on the sell side, too. We tell founders and managers, “Look, you’ve got two full-time jobs now. You’ve got to run the deal and you’ve got to run the business.” If you take your eye off the ball in the business pre-closing, you’ve done a disservice to the value of the deal and the integration plan. What Raymond and I do is we advise, but our basic function is to get the deal done. But the old cliché is true: the most important thing to make a successful deal is integration, integration, integration. If you don’t have the capacity or the capability to plan it all the way through, your integration is going to fall apart regardless of how much the deal makes sense.ANUBHAV BHATIA: Absolutely. And to David’s point, from a sell-side view, people don’t really like divestitures. They think the organization is getting rid of this business because it’s either underperforming or it wasn’t a good fit. But in these cases, planning is even more critical. I used to do a lot of divestitures during the recession, and the companies that were having fire sales didn’t care about doing the diligence and planning. Planning out Divestitures is very important, especially when it’s not a full sale.

RAYMOND CHEUNG: I’m fortunate that I work equally on both the buy side and the sell side of transactions, but many of my Asia Pacific clients are buyers. They come to the US with the motivation to buy companies. Some of my US-based clients also aspire to expand to the east coast. I think that one of the biggest challenges with every deal is getting sufficient information

from both sides of the transaction because the management team is balancing two full-time jobs: their job as the controller or CFO, and their job assembling the deal’s information in a really short timeframe.

Some of these people have never gone through a business transition, so then the inexperienced side of the transaction tends to rely heavily on the more experienced side of the transaction. This imbalance leads to the challenge of getting adequate and accurate information, so having an advisor with experience is essential in avoiding these pitfalls.

The lack of experience is oftentimes the sell side. Many have to hire a consultant to help them do it. So either they hire a consultant to help them, or they do it themselves, but plan quite far in advance, so all the information is ready. Accurate and adequate information is the differentiator between successful and failed transactions.FORMAN: We usually suggest that, “You’re thinking about a transition, whatever that means, then you really need to be a year or year and a half out before you do it.” Because, to Raymond’s point, the pre-planning process is so important. The more you’re buttoned up, the better the deal goes, the better you preserve valuation, not necessarily enhance it – but preserve it because you get to closing faster and you get to close more efficiently.

CHEUNG: Also, when you think about the timeline necessary to close a deal, you’re talking about eight to 10 weeks; that’s ideal timing. But, the timing challenges come when you have a buyer that’s not really ready to do that, because their finance team already has a full-time job, so the transaction work is then pushed to evenings or weekends.

FORMAN: Exactly and that’s to Anubhav’s point about capability and capacity.

HEARTQUIST: Would you all say that’s your biggest challenge during an M&A transaction?

CHEUNG: Not being prepared, but also not having accurate information. When we go into a transaction, our job as the accountant is looking at information based on data provided.

And I will say, a number of those sellers are not fully prepared for the M&A transaction, and there’s going to be a lot of adjustments. Oftentimes, when you go into a transaction, you’re assessing purchase price based on multiple of EBITDA. The transaction starts with a purchase price number. If you don’t have a close-to-accurate number, then the initial purchase price and the final purchase price may be significantly different after all the adjustments, and that’s the result of good or bad data. For example, say you’re buying a company eight times multiple EBITDA. The company’s EBITDA is $2 million, so that’s a $16 million purchase price, but I, as your accountant, come in and make a $200,000 adjustment, which is then a $1.6 million adjustment to the purchase price. For the seller, that’s pretty significant. And a lot of the time, they’re not doing the math correctly. That’s the inherent value of my role as my client’s trusted advisor -When a client hires us to help with financial due diligence, our job is to inform our client on how this should impact the deal, so that there isn’t wasted money or opportunity in their negotiations.

BHATIA: Information also becomes very critical at the due diligence phase because there’s only so much information the seller will give you. A lot of this evaluation is based on underlying assumptions, which, once you actually purchase the asset, may not be correct.

Technology is a prime example of this. Because there’s only so much information you can legally share pre-close, and there’s only so much cross-functional planning you can do pre-close, the day you do close you

RAYMOND CHEUNGAudit Shareholder, Geffen Mesher

As a Shareholder, Raymond oversees the firm’s Asia Pacific and transaction advisory services. Throughout his career, Raymond has provided auditing, accounting, and advisory services to domestic and international clients in a variety of industries, including emerging businesses and venture capital firms in the Pacific Northwest. Prior to joining Geffen Mesher, Raymond was with the audit practice of PricewaterhouseCoopers LLP in Portland. During his tenure with the national firm, Raymond worked with Fortune 500 and other publicly-traded and closely held businesses.

ANUBHAV BHATIAPrincipal, Mergers & Acquisitions, Point B

Anubhav Bhatia is a Principal within Point B’s Mergers & Acquisition practice. He has over 11 years of Management Consulting and M&A integration and divestiture experience. Anubhav brings extensive expertise in M&A program management, post-deal strategy and execution, Business-IT Alignment, and M&A integration and separation management leadership. He has deep cross-industry experience with clients in technology, telecommunications, healthcare, pharmaceuticals, retail, ecommerce, consumer products, energy, and financial services industries as well as a strong track-record of leading global cross-functional delivery teams on engagements. Anubhav has his MBA from USC Marshall School of Business and MS and BS from University of Colorado at Boulder.

DAVID FORMANPartner, Tonkon Torp LLP

David Forman is a partner at Tonkon Torp LLP. He is Chair of the firm’s Corporate Finance & Transactions Practice Group, and is a member of the Mergers & Acquisitions and Entrepreneurial Services groups.

David has decades of experience advising emerging, small, and mid-market private companies in their general corporate, financing, and transactional matters – with an emphasis on businesses in the food and beverage, consumer products, and bioscience sectors. He uses growth-oriented legal strategies to help founders, managers, and investors recognize and achieve their strategic goals. He also works with founders, managers, and investors who use their resources to promote the development and implementation of Benefit Company policies and practices. David’s legal experience includes business counseling and advising clients on corporate finance, and mergers and acquisitions issues.

An active civic volunteer, David participates in numerous community-related events and forums and has held leadership positions in many Portland-based nonprofit organizations.

CONTINUED FROM PAGE 19

Page 3: SPONSORED CONTENT THOUGHT LEADER FORUM Mergers & … · managers, “Look, you’ve got two full-time jobs now. You’ve got to run the deal and you’ve got to run the business.”

APRIL 5, 2019 21

find out exactly what you’ve purchased. You may realize that it’s going to cost a lot more to fix or integrate than you thought.

Culture is another “buy side” challenge, which a lot of people didn’t traditionally look at before. I’ve had clients where they’ve made a massive acquisition and then six months later, everybody in the acquired company had left because they did not like the culture of the buying organization. Five years ago, I don’t think people would have done that. Preserving culture is very important to maintain and realize the value of the deal. Blindly imposing different, corporate rules can quickly erode value. This is why we often recommend that our clients do a cultural assessment before finalizing the deal.

FORMAN: It’s interesting – and this is somewhat counterintuitive to me, I don’t know why – but I have found lately that financial buyers are more apt to preserve culture than strategic buyers. I don’t know if that was true years ago, but right now it just seems that financial buyers are definitely more aware of the culture of the business. On the other hand, strategics are buying the technology or a revenue stream or a customer acquisition. It’s just different.

CHEUNG: Also, when you think about it, the job market is a lot better today than it was five years ago. If an employee doesn’t like their new boss, they can find a different job pretty easily; especially people in a financial position. They can find a different job tomorrow. In the last major deal we just helped close, all three senior executives from the acquired business have now already left and they were with the company for many years prior.

FORMAN: If you’re representing a buyer, this has to be part of your conversation.

Don’t buy a company that has a completely different culture than yours. If you’re buying it for something specific, that’s one thing. But, if you’re buying it because you think there are synergies and yet the culture is vastly different, you really need to think about that. To Anubhav’s initial point, you’ve really got to preplan the integration because otherwise it can have disastrous results.

BHATIA: Yes, this applies to financial buyers especially, they don’t have the know-how to run the business. They are purchasing a good asset that they can grow. So, they rely a lot on the sellers and retaining existing talent.

For strategic buyers, it’s important to maintain business continuity by retaining talent and facilitating a smooth operational transition. I recently had a conversation with one of our clients where they didn’t think retaining key talent would be valuable because they have the same functions on the buy side. They were losing sight of the increase of activity—their teams may not be able to handle the uptick in work on Day One.

HEARTQUIST: What are some of the methods for managing risk allocation?

FORMAN: You have to preplan. If you know you’re going to go through this process, you need to be thinking about it a year to a year and a half out. You don’t want to get into a situation where the other side is still looking for information. That creates a lot of extra noise in the conversation. What we do as advisors is to make a company buyer/investor friendly and diligence ready. That’s one of our primary jobs. It makes the transaction go that much smoother. Be prepared and plan. Don’t go live until that is your company, you’ve built out the data room and you’ve hired your professionals. If you

use your professionals correctly, they can add value. In terms of the process and the risk allocation and in terms of who’s going to be responsible for what after closing, you really need to understand how the reps and warranties work for your business.

You also need to understand that you’re not going to cover-over every risk. There are always going to be holes, but you need to understand the interplay between reps and warranties of your business. You’d be surprised how many business owners say, “Oh, this doesn’t apply to me!”

And then when you sit down and interview them for three hours then it becomes, “Oh, yes. It absolutely does apply.” There are provisions in a purchase agreement that deal with risk allocation for post-closing liability; indemnification. There are all sorts of solutions in terms of caps,

baskets, deductibles and other typical M&A tools.

One of the things that we’re seeing, it’s been interesting here in the last six months, most deals above $30 million involve some thought about buying rep and warranty insurance. I would have told you a year ago, it would apply to a $100 million deal minimum. Six months ago, I would have told you that it would have been a $50 million deal minimum. But, the market for rep and warranty insurance has changed so quickly – primarily because of the significant amount of M&A activity that’s happened over the last couple of years.

We’re one firm in Portland, Oregon. I can’t even begin to tell you the volume of deals

GETTY IMAGES

SPONSORED CONTENT

MERGERS AND ACQUISITIONS

CONTINUED ON PAGE 22

Transaction Advisory

gmco.com 503. 221. 0141

Raymond Cheung, CPAAudit Shareholder503. 445. [email protected]

pre-transaction services > Quality of Earnings Reports > Financial Due Diligence > Working Capital Analysis > Tax Planning & Consulting > Deal Structure Consulting > State & Local Taxes Analysis > Business Valuation

post-closing services > Business Combination Accounting > Purchase Price Adjustments > Financial Statement Audits > Tax Compliance Services > Internal Control Analysis

Management Consulting

Digital Studio

Real Estate Development

Investment Services

POINTB.COM/PORTLAND

2019

PDX_vert 1_4.indd 1 4/1/19 8:45 AM

Page 4: SPONSORED CONTENT THOUGHT LEADER FORUM Mergers & … · managers, “Look, you’ve got two full-time jobs now. You’ve got to run the deal and you’ve got to run the business.”

22 PORTLAND BUSINESS JOURNAL

For more information, ContactJohn Stringer at 503-219-3406 or

[email protected].

FUTURE THOUGHT LEADER FORUM TOPICS INCLUDEHealth care, multi-generational business, and higher education

we’ve done the last two years. There’s been so much activity that I think the market is now more familiar with the product. So, cost has come down. The deal size has come down. It’s more readily available to the parties in the transaction. That’s one of the best ways of mitigating risk or allocating risk. It has its good points and its bad points. Again, we do represent buyers and we’re seeing a lot more activity of Oregon companies starting to buy in the East Coast and Pacific Northwest, which is an indicator of where the Oregon economy is going.

In terms of the three of us, the best thing you can do to mitigate risk is understand how your business relates to the M&A transaction process, preplan, be buttoned-up and present a perfect present to the buyer; all wrapped up nicely with a bow so that when the buyer opens the box, the buyer sees exactly what they expected to get and we don’t spend another two months dealing with, “Well, where’s this piece of information?” So, the best way to mitigate risk and preserve value is to really plan and be prepared.

BHATIA: I completely agree with everything you said, David. Another trend that we’re seeing now is large organizations need to sell-off an aspect of their business to make a larger merger or acquisition possible—to avoid violating anti-trust or anti-monopoly regulations. From a sell-side perspective, if they decide to sell a portion of business, they don’t want to invest much in it. This is the exact opposite of what they need to do.

If you’re not sale ready, you’re not going to have a buyer. Being sale-ready means thinking through details like back-office interdependencies. A lot of times, sellers don’t want to invest in carving out their systems, their processes or their employees, but they need to. It’s the same thing on the buyer’s end. They just want the deal to close and believe that they’ll figure out

the integration later. This leads to long Transition Service Agreements (TSA), which nobody wants.

CHEUNG: It’s interesting to plan ahead when you have a buyer trying to do an M&A transaction. Historically, when we’ve assisted a buyer, we perform a full quality of earnings analysis on the target company. With sellers, we’ve historically used their annual audited financial statements to help keep the numbers straight. But in the last year, we’ve advised a couple of sellers to have us perform a quality of earnings analysis to be fully prepared for the transaction process, even if they already have audited financial statements. The last thing you want is your client being surprised. I’ve done a full quality of earnings analysis many times, with the perspective of both sides of the transaction, and it made the process so much quicker. I already had the data report all setup for the prospective buyer.

Then, when the investment banker goes to sell the company and propose to the prospective buyer, the process is so much smoother due to the expedited due diligence on the other side. Again, this goes back to having complete and accurate information being the differentiator between successful and failed transactions.

FORMAN: The client asks, “Should we do it? It’s going to cost us money!” The analysis is, “You know, it could cost you more if you don’t.” Time is the enemy of all transactions and of all deals. If you can do anything to get a deal closed as soon as possible and efficiently, it’s worth it.

CHEUNG: Correct. For both of those deals, I was able to close quickly and with no adjustment. I already had the report for the other side, we worked with the other CPA firm on the financial due diligence, and they agreed with everything we identified. It was perfect. Even though it cost money for the seller, looking back now, it was probably the best thing to do. The more you prepare,

the more confidence you can provide to the prospective buyer. You can make the transaction so much easier. When I’m on the buying side, when advising clients, sometimes I tell them, “Walk away. The number is not even close to what we want.” We are always looking for ways to help our client to negotiate and often advise a client to walk away if the numbers don’t work.

HEARTQUIST: What is the role of the CPA firm during an M&A transaction?

CHEUNG: As a CPA firm, we work with and advise both buyers and sellers with the financial aspect of an M&A transaction. And that includes anything that may impact the value of the transaction. When we have a potential seller, and a client wants to sell in two or three years, we help them measure their financial statements and prepare the team for the transaction. That conversation should happen about two years prior to the desired sale date. I also ensure that I’ve assembled an experienced team that has worked on many M&A transactions because we’re addressing a lot of sensitive concerns for the buyer. We want to make sure that we identify those concerns early, especially because some of them might not be GAAP (Generally Accepted Accounting Principles).

FORMAN: Just a very small “in the weeds point,” but the other way I’ve seen CPAs add a lot of value recently is when we’re selling out of a partnership structure. People don’t understand the advantages of doing that sometimes or see some of the risk of doing that as well, and I know that the CPAs I have worked with recently on these things have come in and really educated both sides of the transaction.

CHEUNG: I’m on the other side. In every transaction, you need an investment banker, you need a lawyer, and you need a CPA. You need to have a really good, cohesive advisory team that works well together. I don’t think we can do a successful transaction without those three roles,

because we’re all necessary for both the buyer and seller.

BHATIA: Exactly. You guys do the transaction and we do the transition.

HEARTQUIST: What can increase the chances of a successful acquisition and synergy capture and what have we seen work well?

BHATIA: A lot of this goes into the type of work that David and Raymond do. If they have structured the deal properly and they have done the financials and due diligence, then the synergy targets that the bankers will set will be more accurate.

From a management consulting perspective, we help teams with the planning an execution. Teams need to break down synergy targets into achievable pieces: building forecasts by quarter and quantifying the benefits in a measurable way are key. Also, determining what are the major sources of value and conversely what are the major sources that are going to erode value. Things like technology, people, processes and the time it will take to achieve something. Again, if you don’t have that capability and capacity in-house, hire an experienced advisor to help you with that or invest in building that capability and capacity in-house.

HEARTQUIST: What factors should you consider when selling to a strategic buyer versus a financial buyer?

FORMAN: The first thing is objectives. Strategic buyers, they’re focused on enhancing their existing business model. Financial buyers, they’re looking at it as a stand-alone investment with potential for growth of revenue earnings and cash flow. Strategic buyers can offer a higher valuation, to Anubhav’s point, to realize operating synergies and are prepared to absorb a low return on investment and they’re also willing to take a higher cost of capital. Financial buyers, they may not pay as high as a strategic, but you may retain a piece of the business going forward and you have the potential for gain on the next deal. When it comes to structures, strategic buyers can offer cash deals and pay a premium with equity. Financial buyers have very flexible structures and can meet divergent owner needs. Some owners will roll over; some will be cashed out, etcetera. Strategic buyers reduce the complexity of the deal and the duration of the diligence period so it’s a faster time to close. A financial buyer, which still may be the right buyer, probably needs to invest a little bit more on getting up-to-speed on industry knowledge.

You need to do your homework. You really need to sit down and ask, “Strategic or financial buyer?” and you may not have a choice between strategic or financial. It just may present itself to you. But, you need to understand what their preferences are and their experience, and have them give you their history of prior deals. How are they going to add value and is what they’re proposing consistent with other transaction structures they’ve completed? Do they have the financial wherewithal or are they going to need to raise additional capital? You want to hear their strategy and vision. You’re going to hear a lot of nice things. Everybody is going to say nice things about you or about your business. Use diligence to vet that rhetoric.

We talked about the cultural aspect of strategic buyers – given that they’re looking for operational efficiencies, sales to strategics have a greater chance of staff

MERGERS AND ACQUISITIONSTHOUGHT LEADER FORUM

CONTINUED FROM PAGE 21

GETTY IMAGES

Page 5: SPONSORED CONTENT THOUGHT LEADER FORUM Mergers & … · managers, “Look, you’ve got two full-time jobs now. You’ve got to run the deal and you’ve got to run the business.”

APRIL 5, 2019 23

and management reductions. Financial buyers, they’re investing heavily in the management’s ability to run the business so they may be more interested in preserving legacy and culture. Either way, to Anubhav’s point, you’ve got to be prepared for the integration process no matter what. That is critical.

Strategic buyers will probably want to assume complete control. Financial buyers are open to different governance structures. Either way there’s going to be more formality in the process than you’re probably used to. Then, consider exit strategies for both. Strategic buyers are usually looking to hold the business, not that they won’t ever sell it, but if they’re looking to do it, it’s probably a divestiture. A financial buyer is looking to flip the business in say, five to seven years. We’ve seen an increase in financial buyers also including family foundations and family offices. I don’t know if that’s a change but there’s been more of a blend of what PE and family office means over the last few years. Those are the highlights.CHEUNG: I was thinking about all the transactions I did over the last 24 months. There are probably as many financial buyers as strategic buyers. It depends on which stage the owner is at, because some of the owners who want to retire are looking for a strategic buyer to take over the business. Some of those owners want to keep the company and employees employed, so they want a strategic buyer who will continue to grow the business. And those transactions tend to have higher value, which is good news for me – if I’m helping the seller, you probably want to work with a strategic buyer.

FORMAN: Where you are in your business life cycle really does affect which buyer you may choose – whether strategic or financial.

If you’re ready to finish your career and move into retirement, it may be more challenging to attract a financial buyer because they’re going to want you to stick around.

A lot of our deals go through an auction process and the bankers already know every single private equity and family office out there, so they don’t necessarily rush to identify strategic buyers. What I’ve seen in the last couple years with strategic buyers, is that they had a preexisting relationship with the seller. I don’t know if that’s your experience, but in our recent deals – whether we were on the buy side or the sell side – there was a pre-existing relationship if the deal involved a sale to a strategic. Financial buyers are often first introduced during the auction process. I’m just generalizing but that’s what I’ve seen. CHEUNG: It seems like financial buyers just want to find a place to deploy their money so that they can flip the money again.

BHATIA: It’s interesting how this is playing out currently with VCs. Historically, VC funds have nothing to do with M&A acquisitions but today, corporate VC is going almost a quarter of the activity in the market place. And these aren’t typical strategic acquisitions at the start; they are investing in other companies for an inorganic growth reason, with hopes that down the road this could be a strategic acquisition. It’s interesting to see these different types of acquisitions in the market place.

HEARTQUIST: What is the M&A activity like in both the Asia Pacific market and the Portland market right now?

CHEUNG: Well, I look at Portland and the Pacific Northwest; I think we often look at those two areas together. We are really strong. I worked on more M&A transactions

in the last two years than I have in the previous five years combined. But I do see that in the last six months, things have slowed down a little bit. That’s how I sense it, that things have slowed down. Companies are pickier, or rather strategic, about who they want to buy. I don’t know if it’s because of a higher interest rate, or the market volatility today versus 12 months ago.

But I will say that Portland is still a very popular place for out-of-town buyers coming to buy. From the Asia Pacific market aspect, I would say Chinese companies have been acquiring US companies for the last two years, which hasn’t slowed down. They’re hungry and motivated. Right now, I’m working on two transactions where a Chinese company wants to invest here. Part of that is because of a slowdown of the Chinese economy, and they are trying to find a way to supplement their existing business. Another reason might be new technology. Even though you hear about the currency restrictions in China, that they are not allowed to transfer money out of China, there are certain industries where the government encourages companies to acquire. For example, acquiring companies within the biotech and technology industries benefit China because it’s a means to bring in new advanced or cutting-edge technology. And I will say, Oregon and Washington have been the beneficiaries of those transactions. FORMAN: At my firm, we’re 90 lawyers split pretty evenly between business and litigation. In the business group, there’s a subset of M&A specialists. In 2017 and 2018, we did about $4 billion dollars total worth of transactions combined, which is quite telling about what happened in the Portland economy over the last couple of years because we weren’t the only firm that was busy. We’re still seeing a lot of activity,

whether or not it’s going to match the prior two years, I don’t know. But it’s still pretty hot. I think if people want to sell in 2019, you basically have to get into the market now, because the pipelines are just about filled and the investment bankers are all handling multiple deals.

BHATIA: 2017 and 2018 were very hot from a transactions perspective. 2019 is going to remain strong but you’re probably looking at a little bit of cooling in the marketplace due to various factors: PE firms will probably look to lighten their assets because of an anticipated market cool down, so they want to get the most bang for their buck right now. Bottom tier PE firms will probably end up paying higher and selling lower, so they should make sure they get in the pipeline within the next couple of months. VC’s are interesting, I think VCs are focusing a lot on IPO’s this year. Though once those IPOs run the course, VCs may want to offload non-performers. That could be good for buy-side M&A, but bad for the sell side.

FORMAN: If you want to get a deal done this year, I think you almost have to get into the pipeline within the next month. As Raymond noted, there has been so much activity all over the place the last couple of years involving numerous mega deals. A lot of those deals had problems post-closing, so, although we still see a lot of activity, I think the 2019 deals will not necessarily be as large and there will be more scrutiny in the deal. The economy is still good for M&A. There’s still a lot of money out there. I think a lot of people are also worried about 2020, so, they’re trying to sell now. But if you’re going to sell this year, you have to be in the market soon.

The right fit for your business.

503.221.1440tonkon.com

From transitioning family businesses to sophisticated, multi–million dollar deals, Tonkon Torp’s M&A lawyers can help.

SPONSORED CONTENT

MERGERS AND ACQUISITIONS

We envision a day when the future of our children is determined solely by their

talent, motivation and effort.

COACHING STUDENTS TO AND THROUGH COLLEGE

Support the college journeys of tomorrow’s leaders. Make a gift at CollegePossible.org/BetterFutures