Middle Market Mergers and Acquisitions by Colonnade Advisors

Mark Achler, co-author of Exit Right, shares his deep insights on maximizing value in the M&A process. He emphasizes the critical benefits of hiring advisors early, enhancing leverage and outcomes. Mark dives into the importance of maintaining a CEO's control over strategic vision while fostering trust between parties. Real-world case studies illustrate how selecting the right advisors—like bankers and attorneys—can lead to substantial valuation boosts. Listeners will learn how detailed planning is vital to navigating complexities and achieving successful deals.

Discover the vital questions sellers must ask potential buyers to ensure a successful sale. Key topics include aligning strategic goals, assessing cultural fit, and understanding team integration after the sale. The discussion highlights the distinction between strategic buyers and private equity firms, revealing the importance of market intelligence. Listeners learn how to prepare for buyer meetings, identify red flags, and the significance of addressing compensation structures early to prevent miscommunication. Tune in for insights that shape seamless transactions!

Bob Rinaldi, President of Rinaldi Advisory Services, shares his insights on strategic exit planning for Equipment Leasing and Finance companies. He discusses the balance between being a lifestyle business and preparing for acquisition to maximize value. Rinaldi highlights common challenges faced by independents in becoming 'bank ready' and what banks look for when acquiring. The conversation also delves into factors determining sale price premiums, the current M&A landscape, and the growing interest from private equity in the sector.

Mark Achler, a tech venture capital pioneer and adjunct professor, joins Mert Iseri, co-founder of the healthcare tech firm SwipeSense, to share insights from their book, Exit Right. They discuss the FAIR framework for successful exits, emphasizing strategic planning and relationships. The duo advocates for 'Exit Talks' within companies to ensure transparent communication with stakeholders. They also explore how family dynamics can influence business exits, stressing the importance of trust and collaboration during the transition.

This episode continues with our “industry spotlight series” where we focus on specific trends and opportunities in middle-market M&A transactions. Our previous episodes have covered four industries in which Colonnade has played a significant role as an M&A advisor to both buy-side and sell-side clients. We add F&I Agencies & Payment Plan Providers as industries where we deeply know the dynamics and players so as to provide exceptional service to clients who hire us to assist them in a transaction. Colonnade has studied the F&I Agencies and Payment Plan Provider markets for the last 20+ years. We have worked on nearly 30 M&A transactions on the buy-side and the sell-side. We have gotten to know the industry players and the buyers. We’ve identified some high-opportunity M&A plays that could help to drive even more value, scale, and customer satisfaction in the industry. Spotlight on F&I Agencies (1:00) In this first part of our episode, we answer the following questions: Where do F&I agencies sit in the F&I ecosystem? (1:00) What does a typical F&I agency look like? (7:00) What is going on in terms of M&A and what are the value drivers in the industry? (9:00) What is driving M&A transactions right now and what are some potential M&A plays? (12:00) Where do F&I agencies sit in the F&I ecosystem and what value do they provide? (1:00) Gina: Between the F&I administrators and the F&I office and the dealership, there are F&I agencies. They are independent agencies with independent agents. They are like insurance agents. They bring together the product administrators and the dealers.  Gina:  The agents have deep knowledge about the products they represent. They can train the F&I office on those products and how to sell the products. They also act as the middle man or the interface with the administrator. They are one distribution arm for the administrators, which makes them critical in the ecosystem. They are a valuable component of the overall F&I ecosystem. Jeff: The F&I agency is a particular point in the value chain. It’s a differentiator. Some administrators sell to dealers through a direct sales force, others use F&I agents.  Gina: There are administrators who go direct to dealers, but most administrators also use independent agents. They may have a direct sales force, but they have independent agents also. The only sector where that seems to not always be the case is selling into independent dealerships. You tend to see more direct agents that are employed by the administrators selling into the independent dealerships. Gina: An important component of what the agents do is help the dealership with reinsurance. Reinsurance is an important component of a dealership owner’s profits. For every contract, every F&I product that is sold, there is a reserve set aside for future claims. F&I agents are usually very fluid and educated in talking about reinsurance and making sure that the dealership has the right reinsurance programs. So they deal with reinsurance, they do training on products, they do training on how to sell products. They sometimes help with staffing in the F&I office, and they’ll help with some of the technology that is between the F&I office and the administrator. Gina: F&I represents a third of a dealership’s profits. Everybody within the organization and affiliated with the organization is going to make sure that F&I runs smoothly. What does a typical F&I agency look like? (7:00) Gina: There are well over 100 independent agencies, and approximately 75%-80% of F&I agencies are less than 10 employees. There are very few large agencies. There are a few that are scaling, but there really aren’t many. There is only one national agency that comes to mind and that’s Vanguard (owned by Spectrum Automotive). Vanguard has been very acquisitive in building out its agent network. We also see Brown & Brown, which is a P&C insurance brokerage. They’ve been acquiring F&I agencies over the last few years. I don’t know if they have a national footprint yet, but they’re probably getting pretty close. And then you have acquired a lot of small agencies. ​​Jeff: The Brown & Brown example is an interesting one that we’ve watched over the last five to six years as they’ve entered the industry. We’ve always thought their participation in the F&I agency world makes a lot of sense, given the parallels to the P&C distribution market. What is going on in terms of M&A and what are the value drivers in the industry? (9:00) Gina: We think that the M&A market for F&I agencies will continue to be hot in 2022. (See Gina’s cover article in Agent Entrepreneur, 2022 M&A Predictions for F&I Agents) Agent value is driven by a couple of different factors. One is diversification. One of the challenges for these small agencies, just like any small company, is having all of their eggs in one basket. An F&I agency may have one dealership group that represents 40% of sales. That is a gating factor to trading and getting the highest possible value. Agencies that have significant concentration, which I call greater than 15%, trade at a lower multiple than agencies that have little concentration. Another value driver is size. We look at the number of W-2 employees (as well as financials). Jeff:  Important when you go to sell these companies: Who owns the dealer relationships? And what’s the risk of attrition in a transaction? Gina: A lot of diligence needs to be done in these transactions to really understand the nitty-gritty of who, not just on paper but in practice, owns the relationships. What is driving the M&A transactions right now and what are some potential M&A plays? (12:00) Jeff: It sounds like an industry that could be rolled up further. Following the playbook of the P&C insurance distribution market, you got a lot of mom and pops out there and a few large players.  Gina: Both Brown & Brown and Vanguard Dealer Services (Spectrum Automotive) are rolling up agencies. The rest of M&A activity we see is not a roll up, but administrators buying agencies. National Autocare and Portfolio Group have been very inquisitive. There are many other administrators who bought one, two, three agencies, as they attempt to lock in their distribution channels.  Gina:  There should be another roll up of F&I agencies. There should be a private equity firm that’s coming in here saying, “I’m going to put a hundred, $150 million to work and we’re going to leverage it. And we’re going to buy up 20 F&I agencies. We’re going to make a super-agency with national coverage.” That could be uber-successful for everybody involved. It just hasn’t happened yet. Jeff: The folks that are acquiring are paying pretty high multiples, and that’s a challenge. Any new entrant would have to go in and go big pretty quickly. They’d have to find a platform that they can scale and put a lot of capital to work while holding their nose as they pay big prices upfront. Gina: A lot of the M&A activity we have seen is with an older generation that is retiring. There’s also some leakage happening where the younger, talented, hungrier F&I agents are like, “I get it, I can do this.” They leave and go start their own agency. I think we’ll see that next-generation starting to trade in about a year or two. Gina: I have one last point I want to cover about F&I agency M&A: what’s driving the activity. First of all, there’s a lot of money looking for deals. There are private equity firms backing administrators that need to grow inorganically. But we also see a lot of M&A activity at the dealership level. They’re getting bigger. Big dealership groups are buying up other dealers, independent shops, and dealership groups.  Every time one of those transactions happens, the agent that represents the target dealership is at risk of losing that client. Dealership M&A is driving F&I agency M&A. I think that this is the question that keeps a lot of agents up at night: Are they one or several M&A transactions away from losing a significant portion of their relationships and their livelihood? Spotlight on Payment Plan Providers (18:00) In this second part of our episode, we answer the following questions: How do payment plan providers add value to the auto F&I sector? (18:00) How big is the industry and who are the biggest players? (23:00) Why are payment plan providers a favorite industry of Colonnade? (25:00) What is going on in terms of M&A and what are the value drivers in the industry? (29:00) How do payment plan providers add value to the auto F&I sector? (18:00) Jeff: Payment plan companies came out of the ground around 20 years ago. They started as an offshoot of the insurance premium finance market, which we’ve talked about in a previous podcast. Fundamentally, this market is designed to help consumers purchase F&I products cost-effectively. Whether you’re in a dealership (point of sale) and the F&I person says, “This VSC is going to cost you $3,000” or whether you get a piece of mail about an extended auto warranty (aftermarket), once you get sold on buying the coverage, the questions is always: Do you want to write a check for three grand or do you want to finance it over two or three years?  In most cases, the VSC/extended auto warranty gets financed. That’s where these payment plan companies come in. Jeff: At the dealership (point of sale), the payment for an F&I product typically gets rolled into the auto loan. It’s just one of the line items in the auto loan, and you (as the consumer) pay it off as you go. There are some payment plan providers that focus on point of sale at the dealership, allowing a consumer to finance the product outside the auto loan. In the aftermarket, which is really where we see these payment plans flourish, it’s a different dynamic. If you’re on the phone with a direct marketer and you agree to buy the coverage, you can put 10% down and pay over 18 or 36 months, depending on the payment plan. Interestingly, they’re interest-free and cancelable at any time. And as you continue to drive your car and assess the usefulness of the product, you can cancel it at any time. If you cancel it, all you do is call up the seller or the administrator and say, “I want to cancel my payment plan.”  In that case, you get a portion of your money back (the unearned premium). It works in a similar way to the insurance premium finance market. The contract is earned over the life of the product. If it’s a five-year product and you’re one year into it, you might get 80% of the money back. The payment plan company is indifferent because it will just get their pro rata share back from the administrator and seller. The seller will sell the product to the consumer, and if they attach financing to it, the seller will collect the 10 or 15% down payment. The payment plan company will insert themselves and front the rest of the money to the administrator and to the seller. The administrator has to front some money to the CLIP (1) provider, but the revenue to the seller and the admin fee gets fronted by the payment plan company. Jeff: Our Industry Report on this sector goes into much more detail about the industry. How big is the industry and who are the biggest players (23:00) Jeff: We estimate this is about a $5 billion a year originations market. There’s not good data. We’ve done a number of studies over the years and think that’s the size of the market. It grows with auto sales and the adoption of products. It’s grown considerably over the last several years. There are probably 10 independent players in the market. There are just a small handful of large players. The biggest players are PayLink, which is owned by Fortress and Milestone. Walco is the next biggest, and they’re growing nicely. This is the Walder team that previously ran Mepco and Omnisure, and they’ve started up a new finance company that’s growing quite rapidly. Mepco is a large player, they’re top three, that’s owned by Seabury. There are other smaller players like Budco, Line 5. Service Payment Plan is a big company in the dealer space, again different dynamics but similar product offering. PayLink, Omnisure, and Mepco really dominate the aftermarket space. Folks like Service Payment Plan dominate the dealer (point of sale) channel. Why are payment plan providers a favorite industry of Colonnade? (25:00) Gina: I love the payment plan business because it is so low-risk. What the payment plan companies do is hold a cash reserve on each funding in case the underlying consumer cancels. And that happens. There are a lot of cancellations in the direct consumer marketing of vehicle service contracts. As we’ve discussed before, it’s not because the contracts are bad contracts, but it’s because consumers actually have transparency. In the case of vehicle service contracts rolled into an auto loan, consumers don’t get a breakout every month of the components of their auto loan that they’re paying. They don’t see that 80% of your auto loan payment is for the car, 10% is for the vehicle service contract, et cetera, cetera. But when a consumer is financing or using a payment plan for a vehicle service contract in the aftermarket, they have complete transparency as to what that cost is for. And if they decide as a household, they no longer need that product (they need to redeploy that payment to something else like their mortgage), they can cancel. The payment plan businesses have a cash reserve for this. So it is a very low risk business and has great returns. Jeff: Some of these companies have several hundred million dollars of portfolio and each contract starts out at $3,000 and burns down. These are very granular portfolios. You’re not going to take a big loss on any particular contract. Unlike the insurance premium finance industry, the incidence or likelihood of fraud is negligible, and the risk here is quite low given the granularity. We like the short duration of these assets. We like the low loss rates. Generally, these transactions are priced at a 15% to 20% unlevered return. They’re very high-yield. There’s no credit risk. We’re not doing anything with consumer credit risk.  We really don’t care. We’re just managing relationships with sellers and administrators. All those dynamics are favorable to this lending universe. I love this business. It’s a niche industry, $5 billion is not the $50 billion commercial P&C market, but it’s meaningful and growing. What is going on in terms of M&A and what are the value drivers in the industry? (29:00) Jeff: There really hasn’t been much activity as there’s a limited universe of players. Some of the administrators are vertically integrating and getting into the payment plan industry. We worked on the initial sale of Mepco to Independent Bank almost 20 years ago. We sold PayLink (which used to be called Warranty Finance Company) to Oxford Financial. It’s now owned by Milestone and Fortress. Omnisure: Ed and Paul Walder started up that business from scratch and grew it to a couple hundred million dollars of receivables. We advised on the sale to Fortress.  PayLink and Omnisure merged in 2017 and put together two leading players in the industry. The other important transaction to mention is Seabury’s acquisition of Mepco out of Independent Bank in 2017.  Most recently Walco has come out of the ground. Walco was started in early 2020 by Ed and Paul Walder again, starting up another competitor in the sector. They’ve grown considerably in recent years and are doing a great job building out that business. We don’t see a ton of M&A activity per se, but it’s a really interesting market. Part of the challenge from an M&A perspective is that there has not traditionally been a deep bank buyer universe of this product and that confounds me a bit. For all the reasons we mentioned, this is a really interesting, dynamic asset class. It’s very similar to insurance premium finance, which has a number of large banks in the sector and a number that want to get into it.  The collateral structure looks very similar, except that payment plan providers have higher yields, higher return on assets, and even lower losses. And there’s no fraud. I think there’s a real opportunity for forward-thinking banks to embrace this asset class and do quite well with very little risk. (1) A CLIP is a commercial liability insurance product that covers the contractual obligations of the insured. A full reimbursement CLIP would indemnify the insured commercial entity for all monies it expends to fulfill a contractual commitment.   About the hosts Gina Cocking serves as the Chief Executive Officer of Colonnade Advisors. Gina began her career in investment banking at Kidder Peabody, was an analyst at Madison Dearborn Partners and an associate at J.P. Morgan & Co. She was the Chief Financial Officer of Cobalt Finance, a specialty finance company. She went on to become the Chief Financial Officer of Healthcare Laundry Systems, a private equity-backed company for which she oversaw the successful sale to a strategic acquirer. Gina served as the Line of Business CFO – Consumer Banking and Lending at Discover Financial Services. Gina serves on the Board of Directors of CIB Marine Bancshares, Inc. Gina received her BA in Economics and an MBA from the University of Chicago. Jeff Guylay is a Managing Director of Colonnade Advisors. Prior to joining Colonnade in 2000, Jeff was an investment banker at J.P. Morgan in the firm’s Mergers & Acquisitions and Fixed Income Capital Markets groups in New York. He also spent several years in J.P. Morgan’s Chicago office. Jeff has over 20 years of M&A and investment banking experience and has served as lead execution partner on over 25 M&A and financing transactions at Colonnade. Jeff received an MBA from Northwestern University’s Kellogg Graduate School of Management and a Master of Engineering Management from the University’s McCormick School of Engineering. Jeff received a BA from Dartmouth College and a BE from Dartmouth’s Thayer School of Engineering.

This discussion reveals the evolution of data rooms from physical spaces filled with documents to efficient electronic systems transforming M&A processes. Gina and Jeff share their experiences managing past data rooms while emphasizing the importance of organized documentation. They highlight how businesses must prioritize data hygiene and document organization to prepare for transactions effectively. Listeners are encouraged to take action to get their documents in order, paving the way for smoother due diligence.

Explore the intricate world of minority investments in mergers and acquisitions. Discover why companies opt for minority stakes, from increasing equity to buying out partners. Unpack the motivations of venture capitalists and strategic investors while maintaining control. Learn how these investments are valued and the pivotal rights of minority shareholders, like board representation. Expect insights on the complexities involved, including legal nuances and risks tied to decision-making and financial structures.

The discussion highlights the bustling M&A landscape driven by private equity's capital surge and impending tax changes. Key strategies for business owners looking to sell or exit highlight the importance of timing and leveraging partnerships. A focus on growth equity reveals its rising prominence as businesses seek expansion funds. The challenges facing smaller firms in a consolidating market emphasize the need for strong financial backing. Insights on maximizing company value unveil essential approaches for navigating the current opportunities.

This episode continues our series of "industry spotlights," in which we focus on specific trends and opportunities in middle market M&A transactions.

This episode continues our series of "industry spotlights," in which we focus on specific trends and opportunities in middle market M&A transactions. This episode focuses on the automotive reconditioning industry, a $5.4 billion industry that is highly fragmented and ripe for consolidation. Colonnade has extensive transaction experience in the automotive services industry and has been the sell side or buy side M&A advisor on many of the automotive services industry transactions that have taken place over the last decade. Colonnade has insider-level mastery of the drivers of valuation, competitive positioning, business trends, relevant metrics, and the right buyer universe, enabling us to provide superior deal execution to our clients. Colonnade recently published a white paper on the automotive reconditioning industry. The white paper is available here. In this episode, we answer the following questions: What is automotive reconditioning? Why do automotive dealerships outsource reconditioning? What is the industry size, and who are the largest participants in the industry? What are the value drivers for automotive reconditioning companies? What are the M&A trends in the automotive reconditioning industry?   What is automotive reconditioning? (02:10) Gina: Automotive reconditioning is the process of making a newly acquired vehicle retail-ready. Dealerships get cars in a couple of ways. On the new side, they get it directly from the OEMs, and on the used side, they may be buying it from auctions or taking vehicles as a trade-in. Used vehicles need to be reconditioned to be car lot ready.   Do dealerships have an in-house reconditioning department? (04:17) Gina: The majority of dealerships outsource reconditioning.   What is the size of the automotive reconditioning industry, and who are the industry participants? (05:01) Gina: We estimate that the automotive reconditioning industry is a $5.4 billion market. It is comprised of mainly single technician entrepreneurs, a technician who is skilled in a specific trade. When a dealership outsources reconditioning, they are probably outsourcing it to three to five reconditioning technicians that are independent contractors.   What types of dealerships typically outsource automotive reconditioning versus having it in-house? (06:25) Gina: The largest dealerships are the most likely to outsource because they realize how inefficient it is to have highly paid employees reconditioning cars.  They could use that time doing much more valuable service lane work. Independent dealerships and smaller dealerships tend to have automotive reconditioning done in-house.   How many companies are in the automotive reconditioning industry? (07:50) Gina:  We don't really see many companies of scale. Based on the number of dealerships out there, we estimated as many as 40,000 independent technicians nationwide doing this type of work.   Why do dealerships outsource automotive reconditioning? (09:57) Gina: Skilled technicians are expensive and in high demand at dealerships. Outsourcing automotive reconditioning helps to keep up the profitability of the dealership.   Why do dealerships need to make vehicles retail ready as quickly as possible? (10:30) Gina: New and used vehicle supplies are low, and demand is high. Low supply and high demand are driving prices of cars to an all-time high, so dealerships need to get vehicles retail ready as quickly as possible.   How do dealerships manage relationships with multiple outsourced automotive reconditioning vendors? (13:02) Gina: It is a lot of process management, and there is some software to manage the process, but still, managing five different vendors is inefficient, especially if the dealers do not control their daily activity because they are independent.   Who are the largest participants in the automotive reconditioning industry? (14:05) Gina: The largest in the industry is Dent Wizard. Some companies, such as Streamline Recon, are located in large metropolitan markets, and they may have some scale. But, aside from these companies, there are not many companies of scale. This industry is very fragmented.   What systems or processes do automotive reconditioning companies need to scale up? (16:16) Gina: There are a couple of reconditioning workflow management software available, which seem to be critical to any dealership technician relationships that they want to run efficiently. There is room for the adoption of robust workflow management software in the reconditioning process.   Does automotive reconditioning include fixing a vehicle's mechanical issues? (18:00) Gina: The mechanical part, making sure the car runs without banging noises and that it starts and stops, is all done before it gets to the reconditioning center. Automotive reconditioning is all about appearance.   How does the collision center industry compare with the automotive reconditioning sector? (19:10) Gina: The collision industry is a very different market. The work is largely being paid for by insurance companies in the collision industry and has nothing to do with dealerships. So, you do not see collision centers doing reconditioning work very often. They are very separate businesses.   What are the value drivers for automotive reconditioning companies? (20:38) Gina: Value drivers include size, number of employees, scale, and diversification of revenue. Also, process management is an important component.   What are the M&A trends in the automotive reconditioning industry? (22:34) Gina: We will see quite a bit of M&A activity in this space over the next decade. It is a profitable industry that is important to dealerships. Dealerships outsource automotive reconditioning to several vendors, which is inefficient in terms of process management. Automotive reconditioning companies that can do it all for dealerships will be the winners.     Host Information   Gina Cocking Gina Cocking serves as the Chief Executive Officer of Colonnade Advisors. She returned to Colonnade as a Managing Director in 2014. Gina began her career in investment banking at Kidder Peabody, was an analyst at Madison Dearborn Partners, and an associate at J.P. Morgan & Co. She was a Vice President at Colonnade Advisors from 1999 to 2003. She left Colonnade to gain operating experience as the Chief Financial Officer of Cobalt Finance, a specialty finance company. She went on to become the Chief Financial Officer of Healthcare Laundry Systems, a private equity-backed company for which she oversaw the successful sale to a strategic acquirer. Gina served as the Line of Business CFO – Consumer Banking and Lending at Discover Financial Services. Gina serves on the Board of Directors of CIB Marine Bancshares, Inc., a bank holding company based in Brookfield, Wisconsin, that operates banking offices in Illinois, Indiana, and Wisconsin. Gina received her BA in Economics and an MBA from the University of Chicago. Additionally, Gina holds the Series 24, 28, 79, and 99 securities licenses.   Jeff Guylay Jeff Guylay is a Managing Director of Colonnade Advisors. Prior to joining Colonnade in 2000, Jeff was an investment banker at J.P. Morgan in the firm's Mergers & Acquisitions and Fixed Income Capital Markets groups in New York. He also spent several years in J.P. Morgan's Chicago office. Jeff has over 20 years of M&A and investment banking experience and has served as lead execution partner on over 25 M&A and financing transactions at Colonnade. Jeff received an MBA from Northwestern University's Kellogg Graduate School of Management and a Master of Engineering Management from the University's McCormick School of Engineering. Jeff received a BA from Dartmouth College and a BE from Dartmouth's Thayer School of Engineering. Jeff holds the Series 7, 24, 63, and 79 securities licenses. Jeff serves as a director of the non-profit Nurture, an organization dedicated to enhancing the nutrition and wellness of children and families.   About the Middle Market Mergers & Acquisitions Podcast Get the insiders' take on mergers and acquisitions. M&A investment bankers Gina Cocking and Jeff Guylay of Colonnade Advisors discuss the technical aspects of and tactics used in middle market deals. This podcast offers actionable advice and strategies for selling your company and is aimed at owners of middle market companies in the financial services and business services sectors. Middle market companies are generally valued between $20 million and $500 million.