2022

Recession Fears and M&A - Here We Go Again

by Paul Donnelly

Premium equity valuations and rising interest rates stress our markets on a fundamental basis that high consumer confidence and low unemployment in the U.S. ultimately cannot outrun. A brutal start to this year for markets only got worse in June. The S&P 500 closed out the first half of the year down nearly 21%—the steepest first-half loss seen in more than five decades, leaving the benchmark index firmly in bear market territory.

At the time of this drafting, the Fed Funds Rate has increased from .08% in February to 1.21% in June, resulting in higher corporate debt costs. Meanwhile the inflation rate is at 9.1% for the latest 12 months ending June of this year. The big “R” word is now in full play. Although, there is a wide debate gap as to the intensity and length of the pending recession. As history often does repeat itself, the equity markets do not need a recession as an excuse to correct. However, corrections often fuel fear and caution.

So what does this mean in terms of the M&A markets? Let's take a closer look.

Recession Buyers’ Flight to Quality

Deal activity does tend to decrease during times of economic turbulence. Credit becomes harder to secure and declining stock market values do spill over onto private company valuations. Many buyers take the “flight to quality” route, buying companies or assets that are perceived to be best-in-class with mission critical value propositions and operating leverage that provides opportunities to capture market share gains from weaker competitors.

Recession Buyers Often Reap Long-term Rewards

While turbulence brings challenges, it also creates opportunities. Companies that are in a solid financial position can profit from downturns by seeking opportunistic acquisitions. Firms seeking to grow via the right deal will often find no better time to strike a bargain than during a recession.

However, these buyers must be disciplined to overcome short-term fears and capitalize on long-term rewards. Fewer buyers and tighter credit create an atmosphere of urgency that pushes targets to sell. Tough economic conditions can also allow strategic buyers to pick up troubled companies at a substantial discount. With strategic precision and a farsighted view, buyers can accelerate their market position and strengthen their financial profile even when broader economic conditions lag.

Best-of-Breed Recession Sellers Can Still Reap Premium Valuations

During a real or fear-based recession, companies that are excelling based on their current and projected revenue and EBITDA growth will continue to be met by buyers with enthusiasm and valuation premiums. Strategic buyers with big balance sheets can camouflage their own headwinds or real earnings challenges by announcing strong performing strategic acquisitions. Private equity, with an excess supply of capital, tends to put self-imposed pressure on itself to continue investing or risk returning capital to their investors. Private equity has learned that buying best-of-breed companies at premium prices still works during a 7 to 10-year fund cycle, no matter the market conditions.

Pressured Recession Sellers Can Seek a Merger of Peers

Companies that are being challenged during a recession or companies that are facing bank covenant pressure and lack a strong balance sheet or a deep pocket equity partner, are often compelled to consider a merger with a peer company. A synergistic peer company can ultimately provide a healthier, more competitively restructured business often with greater scale and better operating leverage to survive - and prosper – despite an economic recession.

Deal Experience Through Economic Cycles

Paul Donnelly and the Coil Partners team have executed over 130 transactions through all stages of market and economic volatility. We specialize in delivering corporate finance advisory and investment banking services to emerging growth and middle market firms. Thanks to our extensive industry experience, we have the expertise to close the most complex of deals. Over the years, Paul and the Coil Partners team have completed over $4.5 billion in transaction values.

COIL PARTNERS Announces Acquisition of Crown Components by U.S. LBM

We are pleased to announce that U.S. LBM has acquired our client Crown Components ("the Company") located in Arizona. Coil Partners acted as financial advisor to Crown Components for the transaction.

Founded in 2014, Crown Components serves framing and building contractors for residential, multi-family and light commercial projects. Crown Components manufactures all types of pre-assembled roof and floor wood trusses in a variety of shapes and systems, and provides full turn-key manufacturing services including materials takeoffs, truss design and jobsite delivery. Crown Components operates a nine-acre facility in Tolleson, Arizona that services the Phoenix-Mesa-Scottsdale market.

U.S. LBM is the largest privately owned, full-line distributor of specialty building materials in the United States. Offering a comprehensive portfolio of specialty products, including windows, doors, millwork, wallboard, roofing, siding, engineered components and cabinetry, U.S. LBM combines the scale and operational advantages of a national platform with a local go-to-market strategy through its national network of locations across the country.

“The Coil Partners team proved valuable in helping us navigate the Company selling process and leading us from the LOI negotiation to the execution of the definitive agreements. They stayed fully connected through all stages of the deal, which was critical and comforting for first time sellers," said Jeff Oitzman, Co-Founder of Crown Components.

Advising the owners of Crown Components, Coil Partners was successful in structuring and negotiating the sale of the Company to the private equity-backed strategic buyer, U.S. LBM, which continues to build on its operating portfolio and expertise within the building materials industry.