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February 2022 | Issue 242
Opinion Direct lending

‘B-level’ assets could struggle to find optimal valuations

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Randy Schwimmer
Co-head of senior direct lending Churchill Asset Management
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Acquisitions are increasing and companies focused on health and technology could benefit
Amid the startling rise in buyouts and capital markets activity concurrent with the pandemic, much attention has been paid to financing drivers. Less focus was on the prime movers of that volume; namely, M&A. That no doubt accounts for the presence of over 500 registrants at last month’s Lead Left Presents webinar featuring four top middle market investment bankers discussing trends.
2021 was an acceleration of Q4 2020, not just in sheer volume but across a wide breadth of sectors (unlike early 2020). Some slowdown in new deal launches occurred at the end of 2021, but likely because of record deal closings. Capacity to execute was maxed out.
The Fed’s massive injection of capital boosted equities in 2020, which brought courage to private capital investors. Significant dollars on corporate balance sheets and piles of private equity dry powder then continued to fuel growth via M&A. The supply/demand imbalance of capital outweighing investment opportunities is expected to continue in 2022.
The great stay-at-home impacted auction processes. Buyers were choosing their spots, but those remaining had high conviction. Two paths for processes were identified. The first was to allow curated and early access to management teams and due diligence. Broader entrance to the buyer funnel was allowed when a business was more bespoke or valuation less obvious.
There has been a new dynamic on prices because buyers were either committed or getting out of the way. Some companies found it hard to gain buyer attention, but buyers who showed interest could pay higher multiples. 2021 featured substantive conversations between bankers and sponsors to keep buyers engaged.
The role of the banker has changed
More than ever, sponsors need a relationship angle, otherwise they’re flying blind. The key was for bankers to help guide bidders successfully, with a high degree of transparency and a high conviction to transact.
“This was a market where businesses were sold, not bought,” says one market participant. It was critical to be thoughtful up-front to give selected buyers confidence or lose control later.
From a sector perspective, industrials were challenged in 2020, then bounced back sharply last year. Backlogs were very strong going into 2022. Covid highlighted increased labour costs and motivated businesses to ramp up automation. Other pandemic winners included water filtration and air purification.
Covid spiked growth in some areas. Which ones will return to earth and which are sustainable? Technology and software are eating the world by digitising everything. Typical commercial and industrial buyers are aggressive in tech and software just to stay where they are.
The consumer focus is on health, as dollars shifted early from travel and hospitality to home, pet, outdoor sports and healthy living. Other industries with momentum are third-party logistics, transportation, after-market auto parts, and healthcare. Pre-covid value-creation by sponsors came from cost containment and margin improvement; post-covid that enhancement has emerged from revenue generation.
What about headwinds?
Omicron has not slowed activity much, but supply chain issues persist. “We’re making everything we can, but we can’t get it to the customer,” says an official at one mid-sized firm. Will sustained high freight costs, for example, put longer-term profitability at risk? Regardless, supply chain fundamentals are likely to change, in some cases, permanently, calling add-backs into question.
Very little impact is seen in the short-term from higher interest rates on deal activity. We are still solidly in an economic recovery. That is generally optimistic for high-performing companies, with seasoned management teams. But ‘B-level’ assets could struggle to find optimal valuations.
Finally, ownership matters. The argument for which companies should be owned by sponsors has shifted. The private equity governance model is well equipped to manage change, compared to both family-owned and public companies.
It’s difficult to spot, but somewhere in the background, that M&A driver will lurk.
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Global credit funds & CLO's
February 2022 | Issue 242
Published in London & New York.
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