Insights

  • The Institutionalization of M&A
    POSTED 3.27.19 M&A

    In recent years, the number of companies with “institutional backing,” i.e. they are assets of Private Equity or Venture Capital firms, has grown dramatically. And that means that the number of companies backed PE and VC firms that are being acquired is increasing, too.

    In fact, according to Pitchbook’s 2018 Annual M&A Report, there were a record number of those types of acquisitions in 2017 and the trend continued in 2018 with another record at 20%.

    The simple fact that there are more of these types of companies, means more will be acquired.

    But also consider that the target companies are more sophisticated than a typical founder-owned firm, making them more attractive to Buyers, who would rather deal with professional investors. This, of course, means savvy, experienced parties on either side of the table, leading to, as the Pitchbook report put it: “…increased price discipline, possibly leading to more aggressive price negotiation from Sellers and fewer cheap deals.”

    But because these types of companies are enjoying increased valuation, Sellers are more likely to sell companies in their portfolio. Over half of PE-backed exits in 2018 involved sales to other PE firms, which is called a secondary buyout.

    Of course, this means that the share of founder-owned businesses being acquired is shrinking. And although the percentage of publicly traded companies being acquired was actually increasing until 2018, this amount is expected to drop steadily as the number of publicly traded companies overall continues to decrease and economic uncertainty makes Buyers hesitant to make these sorts of deals.

    But why are the numbers of PE and VC backed companies growing? In the case of VC especially, that funding source has become very popular among startups that are ready to scale up to either go public or be acquired (which is usually what happens).

    Expect to see the acquisition of companies with institutional backing to continue in 2019. We’ll see if we have another record year.

    One thing both Buyers and Sellers should consider in these types of deals where portfolio companies are changing hands is Representations and Warranty insurance.

    With this coverage, if there is a breach of the Seller’s Representations, the insurer pays the financial damages suffered by the Buyer as a result of the breach.

    In today’s complex deals, R&W insurance is a must in my mind for any M&A transaction. But it’s especially necessary when portfolio companies are being acquired. With a full portfolio, the Seller won’t know each individual business well… and might not recognize potential issues.

    There’s been one case I’ve been keeping an eye on that’s a perfect illustration of this.

    Back in 2013, Citadel Plastics Holdings, a portfolio company of PE firm, HGGC (formerly known as Huntsman Gay Capital Partners), acquired Lucent Polymers.  Then in 2015, A Schulman Inc. bought Citadel. But the next year, A Schulman discovered that Lucent had falsified test results to show its products were Underwriters Laboratory certified. Next step, a lawsuit seeking $272 million in damages from Citadel Plastics that has yet to be resolved.

    In this case, the PE firm didn’t know what its portfolio company was up to and paid the price. But, if there had been R&W coverage in place, there would be no legal issues because the insurance company would have paid the damages.

    As a PE or VC firm looking at acquisitions in 2019, it’s clear that R&W insurance is the protection you need, especially when acquiring portfolio companies.

    I’m happy to chat with you about what’s covered, the price, and the process for securing a policy – which is much cheaper and easier than you might think.

    You can call me at 415-806-2356 or send an email to pstroth@rubiconins.com, and we can set up a time to chat.

  • Why M&A Is Booming and What It Means for the Future
    POSTED 3.21.19 M&A

    We’re living in a Golden Age of Mergers and Acquisitions. The numbers are in and… there were $2.2 trillion in M&A transactions in 2018 in the United States alone, compared to just over $2 trillion in 2017. That marks the fourth year where the level has breached $2 trillion.

    Some other signs of this very healthy M&A environment:

    • Median deal size is increasing steadily, to $60 million in 2018. That’s up 22.4% from the previous year.
    • In 2018, there were six deals above $50 billion. Buyers are confident to spend more and more money.

    Although there was a slight dip in 2018 in the number of deals done (11,208 compared to 12,647 in 2017), I expect this trend of increasing M&A activity to continue. Here’s why:

    • There’s a lot of “dry powder” out in the marketplace. Investors are looking for places to put their money to work. PE firms, which also have more capital on hand from recent tax reform, are obliging.
    • Tax reform also put more cash in the hands of corporate acquirers.
    • A looser regulatory environment.
    • A strong stock market.
    • Cheap financing.
    • Buyers are on the hunt for acquisitions, and many companies are ready to be bought. Acquisition is their exit plan. Most do not want to go the IPO route. In 2018, there were 11,208 acquisitions in the U.S., compared to just 190 IPOs.
    • Corporations and PE firms are increasingly divesting units or portfolio companies.

    The consensus is that going forward in 2019 and beyond, we’re going to see more deals, and bigger deals. This is despite ongoing global economic uncertainty, rising interest rates, anti-trust issues, the impact of tariffs, capital market volatility, and some concern that the economic conditions that have driven the rising trend could turn.

    A recent survey of 1,000 PE firms and M&A corporate executives conducted by Deloitte bears this out.

    • 76% of M&A executives say they expect to close more deals in 2019.
    • 87% of executives at PE firms feel the same way.
    • 21% anticipate a drop or leveling off of M&A activity (that’s compared to 30% last year).
    • 70% of all those surveyed say they expect bigger deals in the coming year.
    • 51% anticipate more deals in the $500 million to $10 billion range.

    The main reason for this rising trend: the PE firms at the forefront have larger funds, and they’re not sitting on that money. They’re leading the charge. In fact, in that Deloitte survey, an impressive 94% of PE executives at funds over $5 billion expect more deals in 2019.

    This is confirmed when you look at what’s happened over the last few years. According to PitchBook’s annual report, PE firms accounted for 34.2% of M&A deals in 2018; that share of the market has risen steadily since it was at 25.4% in 2015.

    (Not to be discounted as an element of this trend, is the growing corporate M&A strategy of acquiring companies to expand their customer base and/or diversify their offerings. Corporations also have more cash on hand due to the recent tax reform. They view M&A as the best way to grow.)

    Another trend we’ve seen, especially among savvy PE firms, is the increasing use of Representations and Warranty (R&W) insurance to cover deals.

    According to a study from Harvard Law School, the number of R&W policies written has grown from a few hundred just five years ago to more than 1,500 in 2017. Their report also notes that more than 20 insurance companies are now writing these policies.

    Essentially, this specialized coverage puts the risk of breach of Representations in the hands of a third party: the insurer. That gives peace of mind to both Buyer and Seller and speeds up negotiations because a main sticking point, indemnity, is off the table.

    The Seller gets more cash at closing because less money is held in escrow (and won’t be at risk if there is a breach). The Buyer won’t have to pursue the Seller in case of a breach; the insurance company will pay claims promptly. And with 19.4% of deals subject to a claim in 2018, at least at insurer AIG, it’s clear why this protection is important.

    With the complexity of today’s deals, it’s easy to miss something in the due diligence process, and R&W insurance insulates you from that risk. And, it’s much more affordable than you might think.

    If you’re part of this rising trend in M&A activity, you should consider making R&W insurance part of your next deal.

    I’d be happy to discuss with you what these policies cover, how you apply, and the estimated cost. I can easily put together a quote with just a few pieces of information from you.

    I can be reached at 415-806-2356 or by email: pstroth@rubiconins.com

  • A Closer Look at the Ongoing Decline of Cross-Border M&A Deals
    POSTED 3.13.19 M&A

    Domestically, the trend for M&A is robust, with nowhere to go but up in the next year in terms of the number and size of deals. There were $2.2 trillion in M&A transactions in 2018, with six deals above $50 billion. That’s the fourth year in a row above $2 trillion. Median deal sizes are also going up, doubling in the last four years to hit $60 million in 2018.

    It’s a rosy picture on the domestic front.

    But when it comes to cross-border deals, in which a foreign company acquires a U.S. company, we have a seen a slowdown.

    According to a recent report from PitchBook, cross-border activity decreased in 2018, hitting the lowest level in four years, continuing a trend that started in 2017. There were only 2,192 cross-border transactions worth $655.6 billion in 2018, compared to 2,983 in 2015.

    There are a few factors at play here:

    • Global trade tension
    • Tariffs
    • Anti-Trump rhetoric
    • A push for anti-globalization by the U.S. government, as well as other countries, i.e. protectionism
    • Brexit, which has caused European companies to be cautious to spend on acquisitions
    • Potential recession in Germany and France (based on economic indicators)

    It’s important to note that European companies conduct the majority of M&A deals with U.S. companies. Mexico is also a major player, and continues to be, despite recent tension.

    But China is the one to watch as until recently it was rapidly gaining ground, growing from just 1% of U.S. cross-border deals in 2010 to a high of 9.4% in 2016. But there is a slowdown there too, with only 5.6% of deals coming from China in 2018, no doubt the result of recent tariff disputes.

    Let’s look closely at China.

    Chinese companies are especially interested in anything related to technology: telecoms, aerospace, etc. And they had money to drive prices up to the point that domestic Buyers couldn’t keep up. That was the main factor in the meteoric rise up until 2016.

    But now, they’re facing regulatory roadblocks, on top of trade tensions and tariff issues.

    The Committee on Foreign Investment in the United States (CFIUS) is the agency tasked with examining cross-border deals closely to ensure the transaction does not threaten national security and is in the best interest of the country.

    I was actually involved in a deal where CFIUS got involved – luckily it was much smoother. Startup car rental company Silvercar, a U.S. company, was being bought by Audi through its U.S. subsidiary. But because Audi itself is a German company, CFIUS had to approve the deal.

    Taken more seriously are instances where a U.S. tech company designs and manufactures communications equipment for the U.S. military. Being acquired by a Chinese company, which would then have access to classified data, would be a no-go, according to CFIUS.

    If this seems familiar, you might have seen Chinese telecommunications giant Huawei, which makes smartphones and other devices, in the news recently. The U.S. has accused the company of espionage and being a threat to the country’s national security because of its alleged business deals in Iran that violated sanctions against that country. This culminated in the arrest of the CEO in Canada back in December, with anticipated extradition to the U.S.

    The company and the Chinese government contend they are being unfairly targeted and have filed suit in the U.S. Whatever the case may be, or how this plays out, it’s clear this tension isn’t going anywhere any time soon.

    Concerns over Chinese purchases of U.S. companies isn’t limited to technology or aerospace. Technology is getting embedded into traditional industries such as transportation, industrial, manufacturing and agriculture, so involvement by CFIUS will only increase.

    Whatever the causes of the general slowdown in cross-border deals (exacerbated by the U.S. government shutdown, during which there were no CFIUS reviews done), I believe that this could mean opportunity.

    When deep-pocketed foreign companies are taken out of the equation, at least to some extent, that puts U.S. Buyers in a better position to land deals at better prices. I expect to see a continued growth in domestic M&A activity in the coming year.

    For more analysis on why domestic M&A will continue its upward trend, be sure to download my free report: The 13 Factors Contributing to the M&A Boom

  • Darryl Grant | The M&A Data Vault
    POSTED 3.6.19 M&A

    What did due diligence in M&A deals look like before virtual data rooms? Teams of lawyers and other experts combing through paper files stacked floor to ceiling in a conference room.

    With the virtual data room, explains Darryl Grant of Toppan Merrill, those days are long gone.

    Today, sharing a company’s financials, contracts, and other pertinent information with potential buyers is a simple matter of uploading some documents and sending an email.

    We talk about how this speeds up the process and ensures transactions move more quickly through the marketplace, as well as…

    • The remote document kill-switch
    • A positive by-product of the Enron scandal
    • Using data rooms to get “actionable intelligence” on prospective buyers
    • Where IPOs are trending in 2019
    • And more

    Listen now…

    Mentioned in This Episode: www.toppanmerrill.com

    Episode Transcript:

    Patrick Stroth: Hello, there. I’m Patrick Stroth. Welcome to M&A Masters, where I speak with the leading experts in mergers and acquisitions, and we’re all about one thing here. That’s a clean exit for owners, founders, and their investors. Today I’m joined by Darryl Grant, Senior Vice President of the newly minted Toppan Merrill. Toppan Merrill provides innovative SaaS solutions that deliver high fidelity SEC regulatory filings, XBRL solutions, and virtual data room due diligence services.

    Darryl co-leads Toppan Merrill’s Bay Area capital markets team working directly with C suite execs, law firms, corporate finance, and legal departments to manage IPOs, mergers, spinoffs, along with all routine SEC filing requirements. Today, we’re focusing on Toppan Merrill’s virtual data room, or as the millennials like to say, VDR services, along with due diligence services for mergers and acquisitions. Darryl, welcome to the podcast and thanks for joining me today.

    Darryl Grant: Thank you for having me.

    Patrick Stroth: To give our audience a little bit of a context about you before we get into all things Toppan Merrill, tell me what led you to this point in your career.

    Darryl Grant: A long journey, but we’ll try to keep it as brief as possible. I started out my career in New York City in the late ’90s back in 1999 just before the 2000 stock market bubble crash and etc. I always wanted to be in the capital markets. My college career and finance training gave me the aspiration of being an investment banker, but I ended up deciding to become a financial printer.

    My first IPO was Intercontinental Exchange, who later went on to acquire the New York Stock Exchange. Once I did that first IPO, it led me to want to do more in the space and have an opportunity to do some of the most largest mergers in stock market history, including the market sharing cloud merger, the Pfizer YF merger, and most notably, the JP Morgan Chase Bank One merger. I came to climb the ladder, working for customer service, and to various management roles, including leading our XBRL efforts for a company called Bowen in New York City.

    Then, five years ago, I moved here to Silicon Valley and I took a role as an internal global account manager working with capital markets accounts for companies that were going through a scale of acquisitions, spinoff, etc. Then I landed here in Merrill about two and a half years ago as senior VP, formerly managing director, and I got a taste of what it meant to really support companies because in this role I’m responsible for connecting our clients with solutions that fit their most prominent needs. And because we talk about M&A space, the Merrill virtual data room has been a market leading product for the last 15 years. It’s just been sensational to support companies going through an M&A do due diligence with their technology.

    Patrick Stroth: It’s interesting you mention that you’d been working with financial printers and then moved over into this other space. Even though we’ve gone from a very paper-intensive to a “paperless” world, it’s amazing how much there’s a need for the printers and the record keepers, record makers, in the support services, isn’t it?

    Darryl Grant: It really is. The world of virtual data rooms really kicked off back around the time that Enron was going through their challenges, and it was a lot of due diligence that was required, as you would think, with a transaction that size. Even in that time, the virtual data room didn’t exist. People still flew into large conference rooms reviewing banker boxes full of documents with someone guarding the door to make sure that no lawyer, investor, banker, etc., were to leave with any of those very sensitive documents.

    You can imagine what that looked like over the course of the weeks, these papers getting wrangled and also searching for specific information within these large conference rooms, sometimes banker boxes to the ceiling full of documents. But Enron tapped Merrill and drew other companies, and we put together what was then one of the first virtual data rooms in the market. Fast forward to today, everything’s done digital. All of these transactions are moving quickly through the marketplace as a result of stakeholders having instant accessibility and also tracking mechanisms in place to a proprietary virtual data room like Merrill’s.

    Patrick Stroth: Wow. So you could say that, while Enron may have spawned a lot of negative things, specifically I’m thinking about Sarbanes-Oxley and the big regulatory environment that followed right after, one of the good things was that technological emergence of an electronic room to replace the banker’s box. So that’s a nice byproduct from Enron.

    Darryl Grant: Absolutely.

    Patrick Stroth: I think that’s a great story to bring forward. I’m going to totally steal that from you. For our listeners of the podcast, at least they’ll know where I came up with that idea. What types of deals or industries are best suited for using a data room? We understand that the data room is there and it’s replacing those warehouses in law firms or whatever with the big box of information. But are there particular deals, types, sizes, or industries that are better suited, or is this one size fits all?

    Darryl Grant: It’s one size fits all. The beauty of our technology is that it can fit mergers such as a LinkedIn Microsoft, which is a massive acquisition between two companies and merger. We were fortunate enough to have our technology be a part of that process. But it could scale down to a $10 million acquisition, or it can be a sell-side event. It can be if you’re a life science company, in licensing, out licensing of your drug products. It can be used for FDA approvals as a portal in that space. It’s really more if it’s in multiple communication pools. Sideline topic, it can be used for fundraising if you are going through an equity event where you’re raising capital for venture firms or others.

    Any matter of due diligence where you are thinking about sharing sensitive documents that you want no one else in the world to see outside of your firewall, virtual data rooms are the perfect lock box to invite parties in and give you full visibility as to what those parties are looking at and how long they’re looking at specific pages, which gives insightful intelligence around the interest of those investing parties now allowing you as the seller of your assets to have full transparency into what people are doing, and that’ll give you some foresight into what questions they may ask you, which now facilitates the deal. So we’ve seen deal traction actually accelerate through our virtual data room technology.

    Patrick Stroth: I can imagine, yeah. I would almost describe as, while it is a data room, I would almost re-characterize it as a data vault because of the security and stuff. I want to skip a little bit ahead on some of my notes with this. Our listeners can’t see what a data room is. I mean, conceptually, you get an idea that this is an electronic version of having all of your records in one spot, maybe like a Dropbox but a very secure one.

    But for our listeners who can’t really see what a data room looks like, why don’t you describe just how the process works from opening an account, how documents are put in there, how security is done, how access is granted? Because I know there are different levels of security where you can have certain general files accessible to multiple parties and then keep everything else confidential, and then open up permissions and tracking who looks at. Walk me through that, as a prospective customer, how you would onboard somebody and what would it look like.

    Darryl Grant: The onboarding process … Thank you, Patrick … is very straightforward in the spirit of today’s business applications, or email. Let’s say you’re the user. The first thing you would get is a link from our team, inviting you into your virtual data room after it’s been set up. You open up that link and it would immediately take you to your log-in page. From that log-in page, you would create your username and password, log in, you’ll have your Terms and Conditions that will be already pre-populated, you accept those terms and conditions.

    It’s usually you can set it up as a user, as an administrator, you can set it up as a one-time click or you can make parties agree to this due diligence disclosure every time you log in. But once you’re in the room, you’re essentially looking at the entire landscape of what you would need. So left, there’s a file folder structure already laid out which tells you what the hierarchy of your respective index is for your virtual data room, and that’s something that can be set up by our team, set up by the individual user. You would simply just right click and it’s updating information through your keyboard.

    Once you’re in that room, if you, say, had 5,000 to 10,000 or 20,000 pages of documents that are on your desktop or in your internal hard drive set up in a folder, you can simply drag and drop that entire folder as it stands with all of the internal folders, hierarchy, indices, labeled, and all the documents included would move right into that virtual data room as they were on your desktop, which is easy to set up.

    Then, once set up, you add users. Those users are then … You can grant those users access on multiple levels. You could say, if you print or download, or even more exciting in today’s world is you can have administrative rights to revoke access from folks. With those options, you say, “Okay, these guys are just being introduced to our data room. We don’t want them to see too much. You have view only access.” Now, the deal starts to heat up and you say, “Okay, you can have view, print, and download access.” And now the deal’s really taking root and you’re excited and traction is there and you say, “Okay, I want that download access but I still would like control,” you can set your permissions to the extent that when that party downloads that document you still have control over that document remotely.

    So if the deal dies, if things pivot, you can revoke access without having access to their computer. You can do it all through a desktop through our virtual data room. It is the most secure platform on the market. It has all of the certifications, including ISO 27001, SOC 2 Type 2, GDPR, and extensively there’s penetration tests done on our platform on a monthly basis to ensure that we have the highest security in the marketplace. That’s generally how it would feel as a user and some of the security components that ensure that all system documentation is kept safe.

    Patrick Stroth: I can imagine just the usages come up. Can you give me a feel for the growth of usage with virtual data rooms from your experience?

    Darryl Grant: Exponentially, everyone who is entering into a sell-side or a buy-side event generally would have a banker that they have advocating, help them facilitate the transaction. The banker, nine out of ten times, well, ten out of ten times these days, will say, “Hey, you need to get an enterprise-grade data room,” which would be us or one of our peers, ours being the leading product in the market today.

    Now, there’s obviously other different technologies that are out there that … Well, actually, ironically, they in some ways found our niche when you talk about the consumer versions of the box, Dropbox just by name. I have nothing against those firms, but the file sharing environments really started, as I mentioned earlier, dating back to those earlier days around Enron. At Merrill, we never took it down a consumer route but for an M&A transaction that data room is now being used, our technology or our peers, for nearly 100% of the transactions out there in the marketplace, especially if it’s of the magnitude of the LinkedIn Microsoft or NetSuite Oracle, just a few that we’ve done.

    Patrick Stroth: Yeah, it’s become virtually ubiquitous. It’s a check the boxes. This is one of your must-haves you have to have. Otherwise, you run the risk of, if you want to put your company off for sale, you’re going to have prospective buyers and they’re going to need information and you can’t field all those requests and then respond real-time for them. It’s better if it’s off at a secure location. You’ve got somebody else monitoring it. So it’s just a logical first step. How would you say that Toppan Merrill’s different from other virtual data rooms?

    Darryl Grant: One clear differentiator that jumps off the page is the speed of our technology. It’s the result of a significant investment, a re-architecture which has taken about four years to come to market and has been in market for over a year now, that is 5X faster than our room and we’ve done speed tests on other platform of our peers and we’re close to 5X faster than any of those others. So speed is one of the key factors.

    Another key factor is security. It is the most secure platform in the market as far as we can tell based on our penetration testing and also our certifications. I think the third and the biggest component, which our customers tend to lean on more than they plan to before they open up that room, is our service. Our 24/7 service operations are there to support our clients.

    It’s not a paid service, so they can call and use these services as much as they need. And what does service mean? If you need to have documentation uploaded, our team can do that for you. If you need to add users, our team can do that for you. If you want to delete users, our team can do that for you. If you want to prepare an index for a specific transaction because we’ve seen thousands and thousands of these transactions we know what these indices look like and your index for what documents you should be including in your due diligence.

    A lot of times we put things in front of clients and they’ll say, “Wow, I forgot to include X, Y, and Z. Thank you.” Our team can do that. And furthermore, we offer a consultation to say what the timing typically would look like in terms of setting up your room, executing your room, inviting users, and etc., and also the reporting systems which is like no other. We have dashboards that will show you down to the page level how users are behaving and interacting with your sensitive documentation.

    That visibility is leading the market in very impactful ways, and our customers have intelligence to the extent that today’s being Wednesday. If you have a call scheduled on a Friday, you can go into this data room on Thursday night and see exactly what investors are looking at so when that call happens on Friday, you’re way ahead of every question that they’re asking because you can see where they’re spending their time, and that’s been very valuable.

    Patrick Stroth: I can imagine that. I mean, if you’re looking at a potential M&A transaction with a competitor, let’s say, and you can see how much time is the competitor looking at your schedules and looking at your financials as opposed to looking at your client list. You can get some insights there, I think, is helpful. That, I think, also you just dovetailed into it on your due diligence services. Because you’ve seen thousands and thousands, literally, of these transactions, you know what information is critical and what information’s nice to have but it’s not as essential.

    That also helps with the sophistication and how serious you are as a player in M&As. If you’re prepared, you’ll have all the documents lined up, and I think it’s helpful having used a sounding board to say, “Hey, we just checked the list of all the stuff. Why isn’t this here?” It may be material, may not. But that’s nice having that extra set of eyes looking over your materials as you get ready to essentially stage your house for sale.

    Darryl Grant: Absolutely.

    Patrick Stroth: Well, you kind of referenced into this because you have seen literally thousands of M&A deals, probably more in the last couple years than you have previously. Can you give us any insight on any trends you’re seeing in tech, investors in M&A in general? What have you seen in terms of either deal flow, deal size, just snapshot of a trend that would be helpful for the audience just to be aware of this, as somebody who’s seen thousands of these deals?

    Darryl Grant: Yeah, I think what is really compelling is, use an example, what happened with Adaptive Insights recently. They were three days away from ringing the bell in New York and they were acquired by Workday. So what we’re seeing is that once companies disclose their financials, etc., through an S-1 filing with the SEC and that public filing, then buyers tend to line up and the opportunities for a sell-side event tend to increase, especially in the life science space. But when you talk about tech companies, that is, I think, becoming more and more prominent.

    But furthermore, we talk about M&A transactions and trends, they’re … I think this is tried and true that most companies will exit via sell-side compared to those who will exit via IPO. I think those trend lines are still strong and we don’t see much of a divergence from historical traction in that regard. I think something that’d be interesting for the audience to know in terms of in the day, is that the devaluations we see are equally staggering as you would anticipate with comparing them to prior rounds and equity raises. We’re starting to see a lot of companies really maximizing their value in an M&A environment as opposed to, say, an IPO.

    Patrick Stroth: I mean, last year, 2018, how many IPOs were there, like 30? As opposed to maybe …

    Darryl Grant: I think if we look at the global stats, it’s somewhere north of 270. I think locally in the Bay Area it was just north of 30. Last year was a strong year for IPOs, and I think 2019 has the legs to replicate a lot of what happened last year and potentially break some of those records, even with the government shutdown because we’re still very early in the year. But overall, you’ll see a lot more sell-side M&A events than you will these larger-

    Patrick Stroth: Oh, I think, yeah. I forget which organization it was, Middle Markets Magazine or whatever. One of those sources quoted that it was about roughly between 1,000 and 1,200 middle market M&A transactions happening per quarter, steadily for the last couple of years. So there are exponentially more M&A transactions than there are IPOs, and that’s a great insight that once you get out there with your S-1 filing, you pretty much hard and fast set a rate, and if somebody can go north of that, that’s a great buying opportunity out there.

    Darryl Grant: Absolutely. And then furthermore, we look at companies that are going through these sell-side events. It’s competitive. Your strategic partner or buyer is looking at multiple companies within your space and they’re intelligent about the space that they’ve already been shopping for a while, which typically most companies are, and their analysts are sharp. So you do want to gain an edge. However that you can gain that edge is smaller than they seem, it can move the needle. And if you’re showing up to a buyer with an unsophisticated data room that’s generally used for consumer usage, it does give you a disadvantage. So using the enterprise-grade data room, not because it’s a product of ours. It’s not why we recommend it. I truly recommend it because I know for certain that it does facilitate a better deal outcome for anyone selling their company.

    Patrick Stroth: I don’t think there’s any better reason in M&A when you have a service out there to consider as the judge of whether or not the service is accurate is, does it make consummating a deal and successfully closing easier or harder? And if it’s the former, you go with it. If it’s the latter, you stay away. It’s just that simple.

    Darryl Grant: Absolutely, and buyers are smart. They do due diligence all the time. So when they receive a link from, say, a Toppan Merrill data room or they see our data site one, “Okay, this company is on it. They’re sharp. What we’re potentially going to buy has been securely managed, so I feel good about this transaction already.” Versus the three other links that they may get that may not be enterprise-grade data rooms. Your company may not be on par in terms of value, but yours certainly gets a better look and a more sophisticated look when you use enterprise-grade data rooms. My mother used to always say, “Don’t be penny rich and dollar poor,” so it’s worth a spend.

    Patrick Stroth: That’s absolutely correct. Another quick thing on the trends. Give me a balance between financial buyers and strategic buyers like corp dev or whatever. Are you seeing changes in the amount? Who needs who in terms of the number of transactions, corp or private equity or financial buyers?

    Darryl Grant: I think the splits are … I wait for the numbers to flesh out. I think they’re pretty much on par with what we’ve seen in the past. The CDC space has grown exponentially. I think every large multinational or large corporate firm issuer has a venture arm and they look at strategic ways to grow because organic growth is somewhat easier that way sometimes instead of doing all of the development yourself. I think that those trend lines will continue to grow, and we’ve seen them grow over the last couple of years. But private equity’s still very much involved in the space. They are experts in some areas in terms of maximizing value and turning companies around, so I think we’ll continue to see that.

    Sometimes it happens strategically, like Cavium recently was acquired and part of that acquisition was intentional by both parties because the private equity firm has some specialties that help them accelerate what they were planning to do with their products. I think we’ll continue to see CDCs and strategics be more engaged and involved in their buying habits, and they’re getting in a lot earlier. They’re very much engaged into Series A, Series B, Series C companies to build a rapport and relationship with founders, and they’ll be a part of introductory and support them prior to a and acquisition, whereas private equity tends to participate a little bit later sometimes. But strategically, I think over time we’ll continue to see more and more corporations buying other companies and leading that trend.

    Patrick Stroth: All of that is good for us in the M&A business, so appreciate all that and some great insights here today from Darryl Grant. Darryl, how can our audience reach you to go get a demo of Toppan Merrill’s data room or the other services they have, just to kick the tires and see how it could work for them? How can they get ahold of you?

    Darryl Grant: Absolutely. If you’re looking to get in touch with me, you can reach me on email at Darryl, D-A-R-R-Y-L, Grant, G-R-A-N-T, @toppanmerrill.com, T-O-P-P-A-N, M-E-R-R-I-L-L, .com. If that’s too much, just reach me on my mobile directly at 917-847-4111. I’m a native New Yorker and I can’t let my New York phone number go, so I’ve been in the Bay Area for five years. Your best bet on reaching me is there.

    Patrick Stroth: Excellent. Darryl, thank you again, and we’ll be talking to you for other insights on Toppan Merrill. Have a good afternoon, Darryl.

    Darryl Grant: Thank you so much.