Number of deals surpasses 2006 rate: Boom could go bust if interest rates head north.
The Atlanta Journal-Constitution
Published on: 05/20/07
Eager buyers for businesses are kicking it up a notch, adding more spice to an already hot deal-making environment.
Already, the number of announced deals in which a Georgia-based company is a buyer or seller has surpassed 2006's level. There were 139 through April, vs. 135 in 2006, according to FactSet Mergerstat. But the dollar value is down sharply. Last year's period included AT&T's blockbuster bid for Atlanta-based BellSouth, valued then at about $67 billion.
Prices remain robust. But buyers, including private equity firms, are becoming more creative in structuring deals.
"Everybody is trying to get an edge over the other bidder and get an edge to win the deal," says Bob Filek, a partner in PricewaterhouseCoopers' transaction services practice.
Private equity firms, in particular, have raised huge sums from institutional and well-heeled individual investors and are under pressure to make acquisitions to maintain portfolio performance.
Atlanta attorney Stuart C. Johnson closed on one such deal earlier this month. He represented a midsize Atlanta business services company that had attracted the interest of five private equity firms.
"One of those firms came back to the seller before he was planning to sign a term sheet [outlining the economic terms and conditions of the deal] with a competitor," says Johnson, a partner in the Atlanta-based law firm of Powell Goldstein. "The firm raised the price significantly and agreed to pay cash. All the other bidders had a financial contingency. They had third-party lenders that had to be satisfied with the terms and conditions of the deal and the revenue and earnings potential of the company and its assets."
Without the usual financing contingency, Johnson's client was able to seal the deal six weeks after signing a term sheet.
"That compares to a typical 60- to 90-day time period between term sheet and close," Johnson says
The buyer paid top dollar. Several years ago, a midsize business valued at up to $500 million would have fetched four to six times earnings before interest, taxes, depreciation and amortization, according to Johnson. EBITDA is a close representation of the cash flow of the business.
"Now, a traditional middle-market company would probably be sold for six to nine times EBITDA," Johnson says. "And my client's business was sold at the high end of the six to nine times EBITDA."
Will the shopping spree last?
Deal-making is likely to remain active, not just in Georgia but nationally and internationally as well, according to M&A experts such as Filek.
Reasonable interest rates, an economy that continues to grow and lots of liquidity continue to fuel the boom, as does the desire of corporations to build further scale and diversification in their operations.
But that could change if interest rates head north, a few big deals run into trouble, or the geopolitical climate takes a major turn for the worse, Filek says.
Plus, there are signs the current buyout fervor is nearing a cyclical peak.
"There's more activity by the largest companies, and an increase in cross-border transactions," Filek says. "Those transactions tend to be the riskiest. So you don't really see them kick in until the later stages of the M&A market."
As a result, "the next 12 months will be very interesting in terms of the number of deals and dollar value," Filek says.
A look at Georgia mergers and acquisitions through the years. The values listed represent deals for which prices were disclosed. Prices weren't disclosed for others. Not included: announced deals that were canceled.
| YEAR | TOTAL $ VALUE | TOTAL DEALS | WITH PRICE | WITH PRICE | |
| DISCLOSED | NOT DISCLOSED | ||||
| 2007* | $20.02 billion | 139 | 45 | 94 | |
| 2006 | $113.56 billion | 478 | 170 | 308 | |
| 2005 | $38.42 billion | 452 | 191 | 261 | |
| 2004 | $73.03 billion | 447 | 165 | 282 | |
| 2003 | $8.95 billion | 354 | 143 | 211 | |
| 2002 | $10.42 billion | 364 | 157 | 207 | |
| 2001 | $17.82 billion | 438 | 179 | 259 | |
| 2000 | $41.01 billion | 561 | 204 | 357 | |
| * Through April 30. Source: FactSet Mergerstat | |||||
The biggest announced deals in 2007 with a Georgia-based company as buyer or target
| BUYER | TARGET | PRICE |
| IntercontinentalExchange | CBOT Holdings | $9.9 billion |
| Hindalco Industries | Novelis | $3.38 billion |
| Equifax | TALX | $1.13 billion |
| Verint Systems | Witness Systems | $939.1 million |
| CompuCredit | Barclays Monument unit | $771.1 million |
| Industry Fund | ||
| Services Pty Ltd | Colonial Pipeline stake | $641 million |
| Marubeni Corp. | Mirant Caribbean business | $578.6 million |
| Coca-Cola | Castanea Partners' Fuze Beverage | $328 million |
| ATA Holdings | World Air Holdings | $281.9 million |
| Knology | PrairieWave Comm. | $255 million |
| Note: Georgia companies in bold; data through April; | ||
| value of deal based on date announced.; Source: FactSet Mergerstat | ||
Where the Georgia deals were, by sector
| INDUSTRY | NO. OF DEALS |
| Computer software, supplies and services | 28 |
| Miscellaneous services | 13 |
| Banking and finance | 10 |
| Wholesale and distribution | 10 |
| Health services | 8 |
| Construction contractors and engineering services | 7 |
| Drugs, medical supplies and equipment | 6 |
| Brokerage, investment and management consulting | 5 |
| Leisure and entertainment | 5 |
| Broadcasting | 4 |
| Insurance | 4 |
| Note: Data through April; Source: FactSet Mergerstat | |



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