CFA Society Lunch - Crosbie tells the outlook for M&A activity in Canada

Selling and Buying, Mergers and Acquisitions, Financing Strategies and the Outlook for Private Equity

Date:  Thursday, May 16, 2013Time: 12:00pm to 2:00 pm
Location:  The National ClubFunction Type: Luncheon Seminar

OVERVIEW

Presentations by the  senior management  of specialty investment banking firm Crosbie & Co. Inc will cover the outlook for M&A activity in Canada, examine  trends in Private Equity  and  explore the wide range of liquidity strategies that are possible for business owners as well as  the factors that need to be considered in order to achieve a successful outcome.  Through various case studies, Crosbie’s management  will share their experiences in a variety of situations where different financing opportunities were identified and then achieved for a range of Canadian companies.  Crosbie will also highlight the key issues that need to be managed throughout such processes and how an advisor can add value. With more than 2.5 million owners of medium sized businesses in Canada beginning to retire, an estimated $1.2 trillion in business assets are poised to change hands – the largest turnover of economic control in generations.

SPEAKERS

 Ed Giacomelli, Managing Director 

With  over 25 years of experience in investment banking, corporate finance and capital markets, Ed has advised public and private clients on domestic and cross-border engagements, including leading M&A transactions, raising capital and providing independent financial and strategic advice.  His clients have included entrepreneurs, family-owned businesses, public and private companies. Ed is a media commentator and speaker on M&A trends and capital markets. He has served as a director of public and private companies and is on the President’s Council of St. Michael’s Hospital Foundation.  Ed holds an HBA and MBA from the Ivey School of Business, University of Western Ontario.

Ian Macdonell, Managing Director 

Ian has 20 years’ experience in a broad range of investment banking activities in both Canada and the United Kingdom. Prior to joining Crosbie, he was Executive Director, Corporate Finance at CIBC Wood Gundy Securities and Vice President, Corporate Finance at RBC Dominion Securities. He has played a primary role in numerous merger & acquisition advisory assignments and public and private debt and equity financings across a variety of different industries. He graduated from Queen’s University with a BSc in chemical engineering and completed his MBA at the Ivey School of Business at the University of Western Ontario.

Jeffrey Ng, CFA,  Vice President

Jeffrey has over 10 years of investment banking and corporate finance experience  including advising private and public companies across a wide range of industries in various M&A, financing, valuation, and other board advisory mandates.  Prior to joining Crosbie, he spent over 5 years at Wachovia Capital Finance of Canada.  Jeff has a Bachelor of Business Administration degree from the School of Business and Economics at Wilfrid Laurier University, and is a Chartered Financial Analyst.

WHO SHOULD ATTEND

Investors in public and private companies, investment bankers and analysts.

 To Book:  or go to http://www.cfatoronto.ca/

Get advice from one of Canada's M&A corporate finance experts - Ed Giacomelli,

Get advice from one of Canada's M&A corporate finance experts - great show with Ed Giacomelli, Crosbie, on BNN.
Press here to view.
or here is the link:  http://ow.ly/hTXLZ

Recovery of US Car Sales

Good news as early signs show the US economy is getting going again. The Globe & Mail sum up the car sales and the impact on Canada:

 the recovery of U.S. sales from the depths of the recession is creating strong demand for the cars, crossovers and minivans cranked out by auto makers’ assembly plants in Ontario, many of which are running on overtime. The U.S. market is the destination for about 80 per cent of the vehicles that come off the assembly lines operated by the five manufacturers that build vehicles in Ontario.

“The biggest driver of this year’s story is going to be replacement [demand],” Ken Czubay, vice-president of U.S. marketing, sales and service for Ford Motor Co. said Friday. “When the fleet is 11 years old, you can imagine the fuel economy that they used to get on an 11-year-old vehicle. They are now getting significantly better fuel economy,” Mr. Czubay told analysts and reporters on a conference call.

Kurt McNeil, vice-president of U.S. sales operations for General Motors Co., pegged the January sales rate at 15.3 million, up about 14 per cent from January, 2012, and 50 per cent from January, 2010.

“This says to us that we continue to recover strongly from the recession despite the headwinds of higher taxes and lower government spending,” Mr. McNeil said on GM’s conference call.

Both Ford and GM reported double-digit increases as did Chrysler Group LLC, Honda Motor Co. Ltd. and Toyota Motor Corp.

Risk of Social Media exposing your company's secrets

Crosbie tries to give its expertise and knowledge about its client cases through their social media. Due to Risk and strict OSC compliance, the partners are always vigilant about what is being said across our Crosbie social media platform. Here are a few lessons from Harvard Business School blog:

Through unwitting leaks of critical information by employees, platforms like Facebook and Twitter can expose some of your company's secrets. Leaks are nothing new; companies have been eavesdropping on each other forever. But social technologies open new channels that permit snooping on an unprecedented scale. That's why corporate social-media strategy should include not only engaging customers, gathering intelligence, and reinforcing brands, but also shielding the company from prying eyes.

Here's a quick quiz: Have you ever tweeted your business-travel plans? Does your LinkedIn profile describe what you do in great detail? Is localization enabled on your mobile device when you use social media?

If you answered yes to any of those, you and your company may have left footprints that your competitors can detect and analyze.

For example: An analyst wanted to generate data on how a major consumer-electronics company's leading product was doing. In a matter of minutes, readily available software tools mined half a million social-media comments for information about the company, revealing that 75% of 21-to-35-year-olds and 60% of 36-to-50-year-olds had made neutral or negative comments about it while people 20 and younger (a group largely underestimated by the company) showed 100% positive sentiment about it. The analyst inferred that the company was losing its business customers fast and that a competitor could gain by targeting younger users.

Employees and senior executives alike are sometimes too casual about disseminating the information they possess, or they don't understand what's confidential and what isn't. A few tweets or Facebook comments about a work project can give a competitor valuable insight into a company's product plans, and travel information might suggest that marketers or salespeople are aiming at new clients or regions.

As an exercise, we analyzed the LinkedIn profile of a senior executive from an aerospace company, responsible for sales in Latin America and the Caribbean. We noticed that he had added new links to salespeople in a new region in a short period of time. The contacts were highly suggestive of the company's plans.

RISKS

There's a vague but growing awareness of these vulnerabilities in the corporate world: One recentsurvey shows that companies are beginning to recognize the risks posed by social media to their confidential information, with 37% of employers saying that Facebook poses the greatest risk and 27% citing LinkedIn. Another study shows that only 50% of senior financial executives from both public and private companies are confident that sensitive or confidential information is adequately protected on social-media platforms.

But most companies are still unaware of the risks and the tools that can help mitigate the danger. Here are a few measures that every company should consider to reduce its exposure.

• Assess. Determine what's important for your company to protect. Perform an internal assessment to look for the core information that you care about most, and tailor policies and actions around the findings.

• Educate. Make sure everyone in the company understands what information might be sensitive. An individual's list of LinkedIn connections or Twitter followers reveals his or her networks. Facebook likes and favorite articles in Google Plus leave footprints showing areas a person has studied and new strategic initiatives he or she may be involved in.

• Guide. Establish clear and simple social-media usage policies. There's a database of such policies here to help you get started.

• Keep it inside. Implement and promote internal social networks that are walled off from the outside world. These platforms allow employees to talk shop in a social environment without risking information leakage. Use incentives to encourage adoption, and make sure senior employees lead by example.

• Monitor. Set up continuous monitoring of employees' postings on social media about such matters as business travel, job assignments, and reorganizations. Dell, for example, has established a social-media listening center to track conversations and provide intelligence to executives. Put yourself in your competitors' shoes and war-game a determined effort to find information about your company.

• Limit. There's little reason why your company's information should be accessible by analytical tools such as those that allow users to download critical data or analyze an individual's full social-media postings. Most tools allow webmasters to prevent spiders from crawling and indexing their sites.

• Disable geolocation. Make sure employees turn off social-media geolocation features. Many companies have found that it's ineffective to simply forbid the practice. It's better to educate employees and show them the footprints they've already left. Take a look at what an app created by O'Reilly researchers Alasdair Allan and Pete Warden did with the geolocation information harvested from the consolidated.db file of the iPhone of a person living in New England.

Social media, by its very nature, is a tricky space to navigate. Both the opportunities and the risks are often hard to perceive. The key to seeing and minimizing the risks is to continuously test tools so that you can see where competitors might be able to find your secrets. At the same time, invest effort and senior management time in setting a good example.

Now it's your turn to act: Become a role model and help bring attention to the risks of social intelligence to your company. 

When it comes to valuation, size does matter.

Barry Critchley, Financial Post,  gives a useful summary of Crosbie and its views on GF Data's 5 year research report. Here are the highlights from the report:

• When it comes to valuation, size does matter. The data shows that for upper mid-market transactions (those between $100-million and $250-million) which have been completed by private equity groups “have consistently attracted premium multi-ples compared to smaller trans-actions.”

One key measure is the private equity total enterprise value divided by EBITDA: For the past years that multiple has been higher for larger transactions than it has for smaller sized transactions. In the first half of 2012, the multiple was about 7.9 times (compared with 7.8 for 2011) — or almost three percentage points above the comparable multiple for transactions between $10-million and $25-million completed over the comparable period.

Crosbie gives four possible reasons why size does matter: larger companies tend to have greater stability; are more able to attract greater leverage or debt financing; are in the sweet spot of the market (because more private equity groups are focused on larger transactions) and because larger mid-market companies have greater liquidity options including initial public offerings.

Crosbie is an investment bank doing corporate finance for owner operators.

Crosbie comments on research on private equity

Barry Critchley spotlights Private Equity deals over the past 5 years and the report on Private Equity by Crosbie in The Financial Post, Canada.
Read article:

All market participants have views on certain matters but until those views are researched they remain opinions without facts.

Toronto-based Crosbie & Co. Inc., which defines itself as a specialty investment banking firm, has now filled a potential void on the importance of private equity to the mid-market. The firm, which has been around for more than 25 years, recently published an analysis of 1742 North American transactions which have been completed over the past five years. The underlying data was compiled by GF Data Resources, a U.S. based firm that offers “a searchable proprietary database that provides private equity buyers, intermediaries, capital sources and valuation professionals with accurate and detailed information on business transactions ranging in size from $10-million to $250-million.”

Recently Crosbie published the results of that analysis.

“The document is powerful because it covers so many transactions over such a long period of time. One can draw some clear inferences for the broader M&A market from this unique data set, specifically for larger middle market transactions which attract higher calculation multiples,” said Colin Walker, managing director at Crosbie & Co.

Colin Walker: LinkedIn

Canada’s culture of risk aversion

The National Post has such an important story on Canada and its risk aversion.

Q  During your presentation, you mentioned Canada’s culture of risk aversion. Do you believe this can be changed?

BC  When you get to post-secondary education, our educational systems are built on a 150-year-old model that’s not set up for today. We reward tenure, not innovation. Our faculties are strong political silos, and what we need are students graduating who have diverse backgrounds. Business people who have a fine arts background are more innovative and creative and take more risk. The challenge is it takes a generation. So, first you have to get change in our university system, which is challenging. Second, you have to give it time to catch. You can’t change culture overnight.

JR  To me it’s the embracing of failure that is a big difference I see, particularly in Silicon Valley where entrepreneurs use failure as a badge of honour, and in Canada we don’t really do that. We view that as something you do not disclose or something that you’re ashamed of. I would have a far higher propensity to invest in an individual after three failures as opposed to seeing zero failures, because I now know that when that individual is going to be working on their next opportunity they’ll know where to pivot around. They move much faster and are able to get to the same point they were at the previous opportunity within a fraction of the time. So, when the company starts to scale; when the problems become far more complex, somebody who has dealt with failure, I believe, is able to navigate and pivot around those and not completely panic at a situation.

What is top public-policy to spur productivity?

Great summary of what Canada needs to get done to grow as a strong economy. The National Post makes it monthly subscription fee worthwhile with this one comment.

Q  We’re going to have a new premier for Ontario by the spring. From your perspective, what is the most important public-policy change that could be made to spur productivity in Ontario?

JR  A year ago on the Liberal platform, they introduced angel tax credits and a corporate venture capital tax credit that was extremely well received. It leverages pure market forces. The government doesn’t select. It really becomes an incentive. It was a very innovative idea. Ultimately, it got passed on largely due to the deficit situation. But those are two examples of something innovative that hopefully the next premier can resurrect.

Will the federal government $400-million venture capital fund help?

How is Canada doing? How will it do over the next year? National Post has a great summary of a presentation:

In a presentation to the Canadian Club of Toronto last week, Bill Currie,Deloitte Canada’s vice-chair and Americas managing director; and John Ruffolo, CEO of OMERS Ventures, highlighted the key obstacles to Canada’s improved productivity, including: a culture of complacency, a lack of Canadian investment capital, a disconnect between entrepreneurs and global markets, and more. They subsequently spoke with the Financial Post’s Dan Ovsey about some of the opportunities for Canada to improve its productivity in 2013. Following is an edited transcript of their conversation.

Q  In its 2012 budget, the federal government created a $400-million venture capital fund. What do you believe is the most productive way to use this money and do you believe the government should be in the business of managing a VC fund?

BC  The opportunity with the $400-million is to lever it up and create joint partnerships where private money will come in on top of it and you protect some of that private money. While that may seem challenging, it’s actually good policy because it drives extra benefit because we create those gazelles (growth businesses) we’ve talked about. Unless you do that, money will stay on the sidelines. Money will not come into this space unless they can get a return. But we haven’t seen the government’s response. You kind of worry that that’s taking so long.

JR  The fundamental question is the sustainability of limited partner investors over the long haul. This is really pension funds, corporates, financial institutions, coming back into the ecosystem and the real question is: can this stimulus be used to help resurrect it; to create a long-term track record of success. If it’s unable to do that, it really is just a one-time shot in the arm, and then you kind of go right back down again. That’s the anxiety that I have. But, I think the federal government’s response is extremely welcome and they’re taking it very seriously.

When you are approached by a sales person, do their questions actually irritate you? Do questions move the needle towards you buying their product or service? Emotions are a bad word in business probably because men are not comfortable in letting down their guard. Getting men in business to imagine their business with your products or services can be achieved by using stories. Consulting firms call their stories "case studies".Here is a great article on using stories.

During years, I have been taught that art of selling had a lot to do with the ability to ask intelligent questions, and then to present one's offer in the context of the answers provided by your counterpart.

However, with hindsight, when I look back at my most significant sales - or at least those I am the most proud of - 3 spring to my mind. And I have to recognize that what they have in common has little to do with my ability to ask "intelligent questions". These transactions shares a common characteristic, though: they were all generated via a story loaded with emotion.

• More than 20 years ago, as I was working as a sales executive with a computer manufacturer, one of my customers was a large insurance company. One day, as a bold move, I decided to call the CEO of the company and I provided him with some evidence that, without a fast move from his company in terms of increasing their IT processing power, they might find themselves confronted with difficulties during their beginning-of-the-year premium collection process. 3 weeks later, I was signing a $6m transaction with this insurance company.

• About fifteen years ago, I experienced a situation with a business intelligence (BI)project manager with a mobile phone operator who wanted to equip his sales people with customer intelligence capabilities on their laptops. After a few words, it appeared clear to me that this project manager had a competitive technology in mind and that the only thing he wanted from me was just a low price, which he could leverage to make his preferred vendor drop his own price. In a state of desperation, I decided to tell the project manager the horror story of another mobile telephone operator who had launched a similar initiative, and who had experienced a resounding failure. Why? Simply because the sales executives had not made the effort to use the new capabilities. Too far from their good old habits. Too much disruption. After telling this story, and presenting some elements that he might consider to avoid falling in the same trap, my counterpart revisited the specs of his project, and eventually made the decision to buy... from me.