Mergers, acquisitions, and buyout transactions are complex endeavors requiring careful analysis and consideration of multiple financial inputs and outputs. Both the acquiring company and the target company will each need to thoroughly assess the financial implications of a potential combination to ensure a successful outcome.

This post examines some key financial considerations in M&A transactions, including valuation metrics, pricing, and potential returns. We emphasize the importance of assessing the acquiring company's financial health and stability to determine whether the merger or acquisition will produce the desired outcome.

Valuation Metrics: Determining the Fair Value

Valuation is critical in any M&A transaction as it sets the foundation for pricing and negotiations. It involves determining the fair value of the target company based on its assets, liabilities, financial performance, market position, and growth prospects. Valuation methods may include multiples of revenue (with a higher multiple applied to revenue that is both recurring, growing, and profitable), discounted cash flow analysis, comparable company analysis, relative public market performance, and asset-based approaches. Each of these inputs can change the outputs, and extraneous factors like inflation, interest rates, dry powder at venture capital and private equity funds, and cash positions of strategic or public company buyers can impact each.

In today's economic climate, determining valuation can prove increasingly challenging. Many emerging growth companies are facing much lower valuations than they were a year or two ago, and some data suggest that the gap between what acquirers are willing to pay and what founders believe is a true valuation may be widening. So, determining a fair valuation agreeable to both sides is even more challenging today.

To accurately assess the value, qualitative and quantitative factors must be considered. The qualitative factors that should be regarded include industry trends, the competitive landscape, the target company's intangible assets, such as brand value and IP, and whether the seller's business will achieve higher growth by integrating the buyer's sales operations. In other words, can a seller's product on the buyer's platform instantly achieve growth by virtue of integration with the buyer? Quantitative factors involve financial ratios, historical financial statements, and projected cash flows. Looking at qualitative and quantitative factors allows the acquirer to understand better the potential synergies and growth opportunities the transaction may bring.

What is the "Rule of 40,” and why has it become the primary driver of valuation metrics?

If you are the CEO of an emerging growth business, you will likely hear your investors and advisors talk about the "Rule of 40."  Simply put, this is a way to derive enterprise value by measuring revenue growth plus free cash flow margin. In other words, if you base your business on recurring revenues, it is growing, and it is profitable, it should be worth more than a business whose revenues are transactional rather than recurring or is not growing as fast, or is not growing profitably (e.g., burning cash).

Before the market correction that began in January of 2022, enterprise value was primarily a function of revenue vs. revenue growth. According to a report by Guggenheim Securities, revenue growth's correlation with value has decreased by approximately 50% since November 2021, while "Rule of 40" growth’s correlation with valuation has increased by approximately 130%. Today, “Rule of 40” growth is the primary driver of software valuations.

In software businesses, the growth vector and "Rule of 40" analysis will inform what multiple is applied to a company's last twelve months' recurring revenues, with highest growth and Rule of 40 companies (deemed to be "hyper-growth" at levels greater than 40%) now indexing to 9.7x times revenue (down from a five-year average of 20.5x and pre-pandemic average of 15.8x revenues) according to the Guggenheim Securities report dated July 3, 2023. Moderately growing and high-growth software businesses (e.g., growing from between 10% to 40%) will generate valuations of 6.4x to 6.8x recurring revenues, and mature growth software companies (e.g., growing at approximately 10%) will generate valuations of roughly four times recurring revenues.

Once you have understood the valuation metrics of your business, you can translate that into a structure, a price, and a deal.

Pricing: Striking the Right Deal

Once the two parties have settled on fair valuation metrics, they must negotiate a price that satisfies both sides. The acquirer should closely look at the target company's strategic fit and synergy potential, as these factors can affect the ultimate amount the buyer is willing to pay. It is essential to strike a balance between paying a fair price and achieving the desired financial outcomes.

In addition to the purchase price, there are many other financial aspects to consider. This can include the assumption of debt, product liabilities, warranties, latent and patent risks, contingent payments, and other potential liabilities associated with the target. Conducting thorough due diligence to uncover any hidden risks that might impact the deal's pricing and overall financial feasibility is necessary.

Potential Returns: Assessing Financial Outcomes

Acquiring companies must look at the potential returns and financial outcomes very closely, including expected financial benefits, such as revenue growth, cost synergies, expanded market reach, increased market share, and improved operational efficiencies. Analysis should be conducted in the short and long term, considering the integration process and potential disruptions.

By conducting comprehensive financial modeling and scenario analysis, the acquiring company can assess the potential returns and validate the assumptions underlying the deal. Sensitivity analysis can help identify potential risks and uncertainties and provide insights into the potential range of outcomes.

Assessing the Financial Health and Stability of the Acquiring Company

When discussing due diligence in M&A transactions, much attention gets paid to evaluating the target company. However, it is equally essential for the target to assess the financial health and stability of the acquiring company. For the transaction to have long-term success, the acquiring company must have a strong financial position, and the target company should conduct its own due diligence and analysis.

Key financial metrics should be analyzed, such as liquidity ratios, profitability ratios, debt levels, and cash flow generation. Does the acquiring company have the ability to finance the deal? How does it impact its capital structure, debt servicing capabilities, and credit rating? Examining the management team and their experience executing successful M&A transactions is also important. All of these are critical factors that the target company needs to examine.

Structure

In today's environment, where the chasm between sellers' expectations of value and buyers' willingness to pay has never been wider, the challenge is in bridging the gap. This is where structure can come into play. You can structure a transaction over time, with deferred payments that are either guaranteed or contingent, based on the passage of time and/or achievement of milestones. A transaction can be structured in installments or with dividends that are either cash or stock-based. A transaction can be asset-based or entity-based. Each of these structures can optimize tax benefits and debits that inform the final pricing. 

Summing it up

Financial considerations play a vital role in the success of M&A transactions. They are essential for both the acquiring and target companies to make informed decisions and negotiate a mutually beneficial deal.

Now more than ever, both acquiring companies and targets should work with seasoned investors, advisors, and counsel to help guide them through the process.