Mergers & Acquisitions Report, News and Outlook for Q1 2024

Q1 2024 Outlook Mergers Acquisitions In the central region of the United States, M&A activity has remained robust, but across the broader United States, activity was muted in the first half of 2023, picking up through the remainder of the year. Looking ahead to 2024, two factors that will likely bring greater activity: i) stabilizing interest rates contribute to higher valuations and/or higher activity, and ii) consolidation trends in many industries. For the first time in ...

Mergers & Acquisitions Report, News and Outlook – ClearRidge Quarterly Update

2023 has been a stronger year for M&A than many were expecting. At the same time, different industry sectors have registered greater disparity in valuations, deal activity and deal volumes than we typically see. We continue to have strong demand for acquisitions and more clients bringing businesses to market than in a typical year. This may be isolated to Oklahoma, Texas, and the Midwest, but our feel for M&A is …
Mergers & Acquisitions Report

Innovex has acquired a minority interest in Downhole Well Solutions (DWS)

DWS (www.downholewellsolutions.com) designs, manufactures, and rents proprietary downhole drilling optimization tools, including the PowerGLIDE oscillation tool, the RIPstick anti-stall and anti-stick slip tool, and most recently the new PileDRIVER. DWS engaged ClearRidge to advise them on acquisition strategy.  The ClearRidge team managed the process and due diligence. DWS will continue to operate as a standalone business under the leadership and majority ownership of ...
DWS_Innovex_ClearRidge

U.S. Pioneer acquires Comsaco

Comsaco has been acquired U.S. Pioneer. They are both leading manufacturers of shipboard electrical components and equipment, serving the shipbuilding industries and the Navy. US Pioneer engaged ClearRidge to advise them on their acquisition strategy. The ClearRidge team managed the acquisition process and due diligence. In 2021, US Pioneer expanded to a new ...
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What’s next for Mergers & Acquisitions in 2023? ClearRidge M&A Trends and Outlook

While many anticipated a slowdown in 2023 with talks of a recession, we haven’t seen that in our central and southern region so far. At ClearRidge, we have had one of the busiest starts to any year since our founding fifteen years ago.  As we continue through 2023, we’re anticipating a further pickup in deal activity as there continue to be unprecedented levels of cash available for acquisitions, both from strategic and private acquirers.  Even in the event of a mild recession, company balance sheets are stronger now than when the US economy entered previous recessionary periods. With higher interest rates, companies have been committing more equity to ...
MergersAcquisitionsUpdate_03.02.2023

Boyne Capital – McKee Utility Acquisition

Boyne Capital partnered with management acquiring McKee Utility Contractors, a water and sewer infrastructure services platform providing pipeline installation, replacement, tunneling, and boring for water, wastewater, and stormwater utility customers. (www.mckeeutility.com). With an exhaustive process to prepare McKee Utility, identify and approach potential partners, the ClearRidge team managed the planning, process and due diligence to complete the acquisition.
McKee Boyne ClearRidge

Summit Steel acquires Laser Specialties

Laser Specialties, Inc. has been acquired by Summit Steel Fabricating. Laser Specialties is a full-service custom and contract metal manufacturing company. Founded in 1993, LSI operates out of a 131,000 sq ft campus in Tulsa, Oklahoma and has over 55 employees, with a client list that includes OEMs, Military Products, Environmental, Energy, Construction, Transportation, and Agriculture. The owners of LSI engaged ClearRidge to represent them in the sale. With an exhaustive process to prepare LSI, identify and approach potential acquirers, the ClearRidge team managed the sale process, and due diligence.
Summit Steel acquires Laser Specialties

M&A Activity Diverges from Larger to Smaller Transactions in Q3 2022. What’s next for M&A in 2023?

Global M&A activity plummeted in the third quarter of 2022, but that was attributable to a decline in large transformational industry transactions. Volatile equity markets (that comprise many public company strategic acquirers), rising interest rates and economic uncertainty have weighed on M&A activity. However, for ClearRidge and our private company transactions ($20 Million - $100 Million in revenues), transaction volume has been robust in …
M&A Activity Diverges from Larger to Smaller Transactions in Q3 2022

Jetta Corporation acquired by Longwater Opportunities

Jetta Corporation has been acquired by Longwater Opportunities, an operationally focused private equity firm with offices in Dallas, TX and Fargo, ND. Jetta's Board had set goals for the future sale of the company and with successful strategic and operational initiatives implemented in the last five years, Jetta met the Board’s goals and the Company engaged ClearRidge to represent Jetta in the sale. With an exhaustive process to prepare Jetta for a sale, identify and approach potential acquirers, the ClearRidge team managed the sale process, due diligence and closing.
Jetta acquired by Longwater

Second Half 2022 M&A Outlook Drivers: Tax changes, Inflation, Economy, Interest Rates, plus industry sector analysis

Business owners may be contemplating selling in any given year but are often motivated by a trigger event to take action and sell. As discussed in our industry sector outlook research, many business owners are feeling now may be a good time to sell. The pipeline continues to be strong for new businesses coming to market. Analysts expect 2023 to …

2022 M&A Outlook Drivers: Tax changes, Interest Rates, Recession Warnings plus industry sector analysis

M&A transaction activity increased throughout 2021 and continues in 2022. Many private company owners are now working to close a transaction before year-end 2022 and avoid the uncertainty of a new economic, inflationary and tax environment in 2023.  There are three key reasons business owners are …
2022 M&A Outlook

M&A transaction activity is booming. With President Biden’s $1.75 trillion Build Back Better plan, what’s the outlook for 2022?

Merger Acquisition transaction activity has been increasing throughout 2021. Many business owners have been working to close a transaction before year-end and avoid the uncertainty of a new tax environment in 2022. President Biden’s $1.75 trillion Build Back Better (BBB) Act may soon become law, bringing tax reforms with it, but many of the plan’s initial tax proposals were …
M&A Outlook 2022

AIR Technologies acquired by Fidelity Building Services Group (Fidelity BSG)

AIR Technologies has been acquired by Fidelity Building Services Group (Fidelity BSG), a national leader in HVAC/Mechanical Services, Building Automation & Controls and Emergency Power Generators. When the owners of AIR Technologies were approached by a strategic acquirer, they reached out to ClearRidge to advise them on the potential sale.  With an exhaustive process to prepare AIR Technologies for a sale, identify and approach potential acquirers, the ClearRidge team managed the sale process, due diligence and closing.
AirTechnologies-Fidelity-Acquisition

How will capital gains tax increases in 2022 impact M&A this year?

Business acquisitions accelerate in response to President Biden’s plan to double the long-term capital gains tax rate for those at the top, from 20% to 40%. When you include the 3.8% net investment income tax (NIIT) and some state income taxes, you could be looking at a 48% all-in capital gains tax rate by January 1, 2022. In this report, we discuss the biggest drivers of accelerated business sale activity, as well as analyze the outlook for eight industry sectors.

Livingston Machinery Company acquired by Summit Equity Group in partnership with Midwest Growth Partners

Livingston Machinery Company, a leading agricultural equipment dealer serving customers in Oklahoma, Texas, New Mexico, Kansas and Colorado, was acquired by Summit Equity Group in partnership with Midwest Growth Partners. ClearRidge advised the Owners and Board of Directors of Livingston on the sale.
Livingston Machinery Company acquired by Summit Equity Group in partnership with Midwest Growth Partners

How does Biden’s $2 Trillion Infrastructure Plan Impact Mergers & Acquisitions in 2021?

We expect to see a list of proposed tax increases for businesses and business owners under the new Administration, possibly reversing 2017 tax cuts. The first tax increases are expected to roll out in 2022, but there’s a possibility a capital gains tax increase for the wealthiest Americans could take effect even sooner. Biden has also proposed closing the current …

Mergers & Acquisitions Rebound after COVID and the Election – 2021 ClearRidge Outlook

The short story is good news. A rebound is expected in mergers and acquisitions in 2021, gaining momentum throughout the year. Top of mind in Spring is the COVID-19 recovery, vaccine rollout and return to a new normal. Second, we have the implications of a new political climate. Without bias to any political party, a divided congress may be the best …
Mergers Acquisitions 2021

Mergers & Acquisitions Outlook and COVID-19 Update

Deal data is now available through the end of the second quarter 2020. In this report, we review our region’s most active industry sectors and offer an outlook for Fall 2020. We now have data to back up our initial insights into the COVID-19 impact on the U.S. economy, specific industry sectors and the outlook for M&A.  As forecast in ...

Surprises to selling a company in COVID-19

We had several acquisitions working in March when everything shut down and were not expecting to initiate any new engagements until late summer. However, we did start discussions on a new acquisition at the end of May. Surprisingly to us, the response was overwhelmingly positive and, as of last week, we have nine bona fide offers to acquire this company, five of which are at or above pre-COVID market value. How could this be?

M&A Outlook for Spring 2020; Q4 2019 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and provides an outlook for Spring 2020. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare,

How does a Presidential Election Impact the Sale of My Business?

What happens to M&A in the run up to the 2020 Presidential Election? In past election years with an incumbent President, there has been a slowdown in M&A activity from October into mid-November, but how about 2016? Most experts got it wrong. Prior to the 2016 Presidential election, …

Conroe Concrete acquired by SRM

Conroe Concrete (Yancey Ready-Mix) has been acquired by SRM Concrete. The buyer, SRM Concrete is among the fastest-growing concrete companies in the US, with over 200 locations across 14 states in the Eastern US, expanding South, acquiring ten concrete companies in 2018 and exceeding that growth again in 2019. ClearRidge advised the owners of Conroe Concrete (Yancey Ready-Mix) on the sale.

M&A Outlook for Winter 2019/20; Q3 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and provides an outlook for Winter 2019/20. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare,...

MAC Systems acquired by Summit Companies (CI Capital Partners)

MAC Systems (www.macsystems.co) has been acquired by Summit Companies (CI Capital Partners). The buyer, Summit Companies, is a leading provider of fire life safety services designed to protect buildings, assets and people all across the US. ClearRidge advised the owners of MAC Systems on the sale.

Is 2020 the right time to sell my company?

We were recently asked by a client if current market conditions are right for the sale of his company. There are two parts to the question: “current market conditions” and “for his company.”  The primary driver of the decision should be an analysis of his particular, unique business.  Current market conditions are an external driver of his company's performance and also impact the price a buyer will pay for his company, but they are only one factor of many factors that impact business valuation and timing for a sale.

M&A Outlook for Fall 2019; Q2 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and provides an outlook for Fall 2019. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare,...

Sayed Feghali Cardiology Assoc. acquired by Medical Center Cardiovascular Association

ClearRidge advised the owners of Sayed Feghali Cardiology Association on the sale. The owners of Medical Center Cardiovascular Association acquired the practice and will continue to operate out of Texas Children’s Hospital in Houston.

M&A Outlook for Summer 2019; Q1 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and provides an outlook for Summer 2019. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare,..

M&A Outlook for Spring 2019; Q4 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and give an outlook for Spring 2019. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare,..

M&A Outlook for Winter 2019; Q3 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and give an outlook for Winter 2018. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare,

M&A Outlook for Fall 2018 and Q2 Transaction Report

In this report, ClearRidge reviews the region’s most active industry sectors and give an outlook for Fall 2018. Aerospace, Chemicals, Construction, Engineering, Energy, Healthcare, ...

M&A Outlook for Summer 2018 and Q1 Transaction Report

In this report, we review our region’s most active industry sectors and give an outlook for Summer 2018. Aerospace, Chemicals, Construction and Engineering, Energy, Healthcare, ...

M&A Outlook for Spring 2018 and Q4 Transaction Report

In this report, we review our region’s most active industry sectors and give an outlook for Spring 2018. Aerospace, Chemicals, Construction and Engineering, Energy, Healthcare, ...

Technology Associates EC Inc. recapitalized by Optimal Investment Group

Technology Associates EC Inc. (TAEC) has been recapitalized by Optimal Investment Group. TAEC provides site development, site acquisition, project management, architecture and engineering services for wireless network operators and tower owners. TAEC was named in the winning bid to build out
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Mergers and Acquisitions Q3 2017 – Winter Outlook

We are in the fourth quarter of 2017 and deal data is now available through the end of the third quarter of 2017. In this report, we review our region’s most active industry sectors and give an outlook for the remaining ...

Mergers and Acquisitions Report Q2 and Fall 2017 Outlook

We are in the third quarter of 2017 and deal data is now available through the end of the second quarter of 2017. In this report, we review our region’s most active industry sectors and give an outlook for the remaining 2017 year.

Mergers and Acquisitions Report Full Year 2016 and 2017 Outlook

We are in the first quarter of 2017 and deal data is now available through the end of the fourth quarter for full year 2016. In this report, we review our region’s most active industry sectors and give an outlook for 2017. Analysis by Sector: i. Aerospace ii. Chemicals iii. Construction and Engineering iv. Energy: Oil and Gas v. Healthcare vi. Manufacturing vii. Transportation, Logistics, Distribution viii. Telecommunications

Mergers and Acquisitions Report Q3 and 2017 Outlook

In this report, we review our region’s most active industry sectors and give an outlook for 2017. Before we consider each industry, let’s start with the overall economy and the most talked about Trump effect. The polls were wrong and the improbable happened. The economic outlook for 2017 has also changed as a result, mostly for the better. The Federal government is ...

Mergers & Acquisitions Report Q2 and Outlook for 2016

In this report, we review our region’s most active industry sectors and give an outlook for the remainder of 2016. The business mood and M&A environment remains positive and there continues to be demand from buyers for niche companies that are outperforming their competitors. There is no shortage of cash available for acquisitions; it is a matter of being able to

Mergers & Acquisitions Report Q1 and Outlook for 2016

We are in the second quarter of 2016 and deal data is now available through the end of the first quarter. In this report, we review our region’s most active industry sectors and give an outlook for the remainder of 2016.

Mergers & Acquisitions: 2015 Outlook and Acquisition Activity through Q2 2015.

In this report, we review ClearRidge’s most active industry sectors and provide an outlook through Winter 2015. These 7 industries are also among the most active sectors that drive M&A Activity in Oklahoma and the Southern Midwest region.

Section 338 Business Sale –Stock Sale, with Asset Sale Tax Treatment

What is a 338 Election? How would I use it when I sell my business? In a typical acquisition (using an S-corporation as an example), the seller seeks to maximize capital gains, on which they pay a lower tax rate, and the buyer seeks to maximize the present value of tax deductions. While this may be desired, there may be a need to effect the transaction as a stock deal rather than an asset deal.

6 Areas of Focus for Troubled Companies

Most troubled companies share a common denominator: excessive debt and management indecisiveness. That doesn’t mean lack of desire to perform. It does, however, mean that there have been some fundamental issues, strategy mistakes or procrastination among senior management in the months or years leading up to that point. You could write several books on the lists of reasons that companies get into trouble and in a career of restructuring troubled companies, there are many stories to tell. In this article, we discuss 6 areas of focus for a troubled company: 1. Cash management 2. Profit and profitability 3. Controlling costs 4. Fixed Assets and Inventory 5. Accounts Receivable 6. Debt

The Best Buyer for your Business

When a business owner is asked who the most likely buyer is for their business, they will typically have a fairly good idea who the most likely candidates are, which normally fits one of the following profiles: i) a competitor who can’t access your market, client base, lacks certain proprietary differentiators or some other motivation; ii) a strategic buyer who would love to buy your technology, unique products, service, patents, intellectual capital, team, or maybe your reputation in the marketplace; or iii) the private equity group that has been courting you for years, or maybe even; iv) the Senior Manager in your Company who’s worked for you for 20 years and who, with the right financial backer, could buy, manage and grow the business.

Mergers & Acquisitions: 2015 Outlook and Acquisition Activity through Q1 2015.

In this report, we review ClearRidge’s most active industry sectors and provide an outlook through Fall 2015. These 7 industries are also among the most active sectors that drive M&A Activity in Oklahoma and the Southern Midwest region.

Mergers & Acquisitions Outlook for 2015 and Q4 2014 Review

In this report, we review ClearRidge’s most active industry sectors for mergers and acquisitions and provide an outlook through Spring 2015. These 7 industries are also among the most active sectors that drive M&A Activity in Oklahoma and the Southern Midwest region

Recapitalization of B+T Group by the Gladstone Companies (Nasdaq:GLAD and Nasdaq:GAIN)

B+T Group has recapitalized with a $28 Million investment by Gladstone Capital Corporation (Nasdaq:GLAD) and Gladstone Investment Corporation (Nasdaq:GAIN).

Progressive Supply Acquired by DistributionNOW (NYSE:DNOW)

Progressive Supply (Pipe Distribution). ClearRidge has represented and closed two exceptional Oklahoma deals in the past month, in each case delivering a well-capitalized buyer and a robust valuation and deal terms.

Mergers & Acquisitions for Q3 2014 and Outlook through 2015

ClearRidge Report: Mergers & Acquisitions for Q3 2014 and 2015 Outlook. In this report, we review our most active industry sectors. These 7 industries are also among the most active sectors that drive M&A Activity in Oklahoma and the Southern Midwest region.

ClearRidge 2014 Middle Market M&A Advisory Firm of the Year

June 12, 2014. ClearRidge, an Oklahoma Investment Banking firm, was named Middle Market M&A Advisory Firm of the Year by Acquisition International. Click "More" to read full article.

Mergers & Acquisitions for Q2 2014 and Outlook through 2014

ClearRidge Report: Mergers & Acquisitions for Q2 2014 and Outlook through 2014. In this report, we review our most active industry sectors. These 8 industries are also among the most active sectors that drive M&A Activity in the Oklahoma and the Southern Midwest region. Click "More" to read the the full article.

Mergers & Acquisitions for Q1 2014 and Outlook through Fall 2014

ClearRidge Report: Mergers & Acquisitions for Q1 2014 and Outlook through Fall 2014. In this report, we review our most active industry sectors. These 8 industries are also among the most active sectors that drive M&A Activity in the Oklahoma and the Southern Midwest region. Click "More" to read the the full article.

Mergers & Acquisitions Outlook through Summer 2014 and Full Year 2013 Review

ClearRidge Report: Mergers & Acquisitions for Full Year 2013 and Outlook through Summer 2014. In this report, we review our most active industry sectors. These 8 industries are also among the most active sectors that drive M&A Activity in the Oklahoma and the Southern Midwest region. Click "More" to read the the full article.

Ball Winch Pipeline Services acquired by L.B. Foster Company (NASDAQ: FSTR).

November 8, 2013. Ball Winch Pipeline Services, LLC, the Willis, Texas, privately-owned company that applies specialty pipe coatings and provides field services for the oil and gas, mining, water and waste water industries, was acquired by L.B. Foster Company (NASDAQ: FSTR). The Company was advised by ClearRidge of Tulsa, Oklahoma. Click More to read about the transaction.

Hermetic Switch, Inc. (HSI Sensing) acquired Genisco Filter Corporation

June 13, 2013. Hermetic Switch, Inc. (HSI Sensing) acquired Genisco Filter Corporation, a California company. Genisco, headquartered in San Diego, designs and manufactures electromagnetic interference (EMI) filters for military/defense and industrial/commercial markets. ClearRidge is a long-time advisor to HSI Sensing.

How long does a Private Equity Group wait before selling your Company again?

Most people think of a private equity holding period as between 3 and 5 years, which could cause a significant and legitimate concern among business owners. However, there is no hard rule to apply to this asset class and to make a determination whether or not to consider a PEG as a prospective buyer based upon the median hold period, would be to make a one-dimensional decision.

How Much Should a Buyer Pay a Seller for Synergies of two Merged Businesses?

This is an interesting question and the answer has certainly changed over the years. Whereas synergies may have previously been credited entirely to the buyer’s benefit post closing, the trend has been for buyers to pay an increasing premium to sellers for some of the shared future synergies. In most strategic deals, there is now more…

Stock Buybacks at Unprecedented Levels – Good, Bad or Ugly?

U.S. Public companies are giving cash back to investors at unprecedented levels. Companies in the S&P 500 index are expected to pay at least $300 billion in dividends in 2013, according to S&P Dow Jones Indices, which would top last year's $282 billion. Is it a good thing? Does it help or hinder economic recovery? Help or hinder the business?

Thacher Associates acquired by K2 Intelligence, the business investigative and intelligence firm.

December 31, 2013. Thacher Associates, the New York City investigative consulting firm was acquired by K2 Intelligence to expand Integrity Monitoring Model nationally and internationally. The Company was advised by Managing Directors of ClearRidge. Click More to read more about the transaction.

Baby Boomers and Their Businesses – Implications for Mergers & Acquisitions in 2013 and Beyond.

The U.S. economy is at a critical intersection. Privately-held businesses have long been the driving force of the economy, and are now in a period of transition that has been building up for the last 50 years. Baby boomers own an unprecedented number of businesses and hold an unprecedented proportion of U.S. private wealth. Having propelled the booming U.S. economy since the early 1990s, baby boomers have now reached their peak in the consumer spending cycle.

Baby Boomers and Their Businesses. Implications for Mergers & Acquisitions in 2013 and Beyond.

November 30, 2012: Q3 2012 Baby Boomers and Their Businesses. Implications for Mergers and Acquisitions in 2013 and Beyond.

Stock Markets Volatile – Time to Sell My Business?

We’re just coming off the back of a month when the Dow Jones lost almost 10%. Should this mean anything to you if you were planning to sell your business? We should try to separate perception and reality; future expectations and historical performance and discuss how they intersect.

Optimism Despite Strong Headwinds: Private Equity for Private Oklahoma Businesses.

Private equity has been in a lot of headlines lately … and many of those for the wrong reasons. Mitt Romney, a private equity success story, has brought unprecedented attention to the industry, amid political and public calls for sweeping changes to the tax treatment of their earnings; in an economic climate that has already hurt many private equity firms. In spite of all the negative press, a recent survey by CFO.com, along with Rothstein Kass, has revealed a positive outlook from those in the business; at least according to their survey responses

Ready to sell your business in 2012 – NOT SO FAST.

If you are considering selling your business in 2012, you need to consider the full sale process, from start to finish. Oftentimes, a business owner has so many other commitments and so little time, that they focus on the front-end of the sale process and work through the later stage of the process when the time comes. What we’re talking about today is why it is critical to consider the complete sale process at the outset and we’ll talk through some common mistakes and potential consequences.

5 Questions with Matthew Bristow: Tulsa World

February 17, 2012. Tulsa World 5 Questions with Matthew Bristow, Managing Director ClearRidge. He is a federal- and state-registered investment banking agent and a certified merger and acquisition advisor, with banking and finance experience in London and Paris.

Filling a Void? Oklahoma Venture Capital and Growth Capital

According to participants in yesterday’s Bricktown Capital Conference in Oklahoma City, Oklahoma has a need for more robust venture capital, nurture capital and in some cases private equity, when an entrepreneur needs between $1 million and $5 million to fuel the growth of their business. For any higher amounts, out of state capital is targeting Oklahoma companies, and for amounts below $1 million, there are small business grants, loans, incentives, family money and even bootstrapping that can provide the required capital. It is the critical gap in between where we need to focus our efforts.

Honor Thy Banks and Creditors – It’s Good for Business.

In the last year, huge numbers of loans were refinanced on the back of competition among lenders to sell money and attractive loan pricing. As a result, many CFOs have now refinanced, put their loan documents away and will revisit them in a few years when it’s time to renew. Unfortunately, it’s not that easy anymore; in particular in a sluggish and faltering economy, as your creditors keep a closer eye on all the covenants of your loan.

Acquisitions: Earnings Multiples or Absolute Valuations?

How is it possible to make an acquisition valuation based only upon earnings multiples in disparate economic environments and business climates? And how heavily should we rely upon “standard” earnings multiples for comparable transactions in an industry?

Lending for Business – Debt Ceiling Concerns?

In April and May, commercial and industrial lending was strong, companies were opening up new revolvers and refinancing at reduced rates. Banks were allowing extended maturities and were eager to put money to work; so much so, that some banks were loosening lending standards to offer favorable terms to those with less than strong credits.

Implications of Earnouts when you sell your business – Tax Focus

First, a couple of thoughts on earnouts when you sell your business. While an earnouts is often seen as a mechanism to defer payment of the purchase price; if used correctly, it should in fact be consideration to the seller of a company over and above full cash paid at closing. Earnouts should not be considered part of the purchase price if/until they materialize and are paid to the seller, but why not set additional opportunities to increase the purchase price paid, over and above the full cash price paid? If “x” is the maximum that a buyer will pay for a company in cash at closing, it is still possible to negotiate “x” at closing, plus an additional 25-50% or more after closing. As with most things in life and business, it is not the tool that is at fault, it is the way that it can be misused and misunderstood.

How would high inflation affect Oklahoma businesses?

Well, this may seem a strange day to write about inflation – I just read this morning that fixed-rate mortgage rates have dropped this week to the lowest level this year, with a 15-year available at 3.75%. However, it doesn’t do much good to dwell on the past or present – we should always be considering other scenarios in the future to stay ahead of the competition.

When should you sign a Letter of Intent – Business Buyer vs. Business Seller?

One purpose of a LOI is to document a mutual agreement between the buyer and seller on the major points of the purchase and sale of a business. With this in mind, a LOI is often signed much too early in the process. There is an understandable eagerness if you are selling a business to receive a Letter of Intent from a prospective buyer as early as possible. In some cases, business owners are even advised that they should request a LOI in order to learn price and terms from the prospective buyer.

Positive M&A trend gaining momentum for midsized private companies

April 25, 2011. The positive start for Oklahoma and Midwest mergers and acquisitions activity in 2011 is gaining strength and momentum. Higher prices, cash at closing, more deals getting done. Click "More" below to read this article.

Consolidation in Oklahoma Community and Regional Banks?

April 11, 2011. We are going to consider the reasons behind the likely reduction in number of banks in Oklahoma and some of the implications. Is there anything that can be done to preserve more small, regional banks or is this change inevitable?

Consolidation in Oklahoma’s Community and Regional Banks?

If Oklahoma follows the national trend, there is likely to be consolidation in Oklahoma’s regional and community banks. At the same time, we would expect some of Oklahoma’s banks to double or triple in size in the coming years. We’re going to consider the reasons behind this and some of the implications.

Building a bridge to the other side: Plan and process for strategic success.

How do you determine where to start in a new strategic business project? In simple terms, you need to be in clear and detailed agreement among all stakeholders on where you are and where you want to get to before you start planning how you want to get there. Clear communication between a Company’s senior management and their advisors is also critical. If we’re engaged on a M&A, restructuring or corporate finance project, there is a lot at stake and this blog highlights some of our planning considerations.

Winter storm hit your deal?

What happens when an unexpected winter storm hits your deal and what can be done to prevent this happening? If you can’t prevent it, how do you reduce the negative impact? In the same way as with this historic winter storm that hit our region, you may not be able to prevent it, but at least with the storm we had meteorologists predicting significant snowfall before it happened. We may have thought they were exaggerating the extent of the storm a few days out, but by the day before, most people had acknowledged that it was going to be severe and took the necessary precautions. Can you imagine the impact if we hadn’t had any forecast and preparation time in advance?

Reuters: M&A has busiest January in 11 years

January 28, 2011. Dealmaking is back on the agenda as CEOs step up the hunt for ways to put a multitrillion-dollar cash pile to work, triggering the busiest January for M&A in 11 years.

Oklahoma Economic incentives – What Value?

Whether each state offers incentives to attract businesses to relocate or remain in their state is largely a by-product of the incentives offered by competing states. If other states offer incentives, the logic is that Oklahoma has to in order to compete. And I’m not going to argue against that. Much has already been written on this topic, but today we are going to focus on a different angle: the accountability for those companies and investors that receive funds or assistance from our state. Perhaps there would be universal approval for state funded incentives by Oklahoma if the public could have greater confidence in the economic benefit to our state of the use of those funds. Here are some thoughts on ways to increase the effectiveness of the incentives and improve public perception and support.

The Positives of an Extended Recession

You may wonder how an extended recession can be positive for your business. What can be good about weak industry performance, more competition for less orders and a tougher environment to secure debt or equity investment? Well, every cloud has a silver lining. So here’s an alternative point of view.

Dividend Recapitalizations: Cash Alternatives for Private Equity

For those Private Equity Groups (PEGs) that own a strong portfolio company with high earnings and relatively low debt, they are increasingly turning towards dividend recapitalizations rather than selling ownership in their portfolio company in the short-term.

Protect Confidentiality Before the M&A Process Begins

In a merger, acquisition or sale process, there are likely to be considerable volumes of confidential information that need to be exchanged between the buyer and seller. This is reasonable, normal and essential to a successful M&A process. Make sure, however, that anyone who is given access to any confidential information is bound by the terms of a comprehensive confidentiality agreement before they receive any information. In a professional sale process of a privately-held company, this should be before you even share the name of the company that is for sale.

Oklahoma Bankruptcies – Silver Lining, but it may keep raining

From the storm clouds of rising bankruptcies, Oklahoma recently had a silver lining. Last week, we read about the positive news that bankruptcy filings in our state fell below the national average. In 2009, there were 3.85 nonbusiness bankruptcy filings in Oklahoma per 1,000 people, compared to 4.73 for the US as a whole, according to US Justice Department figures. And this really is good news. Oklahoma has performed better through this recession than most other states and we have confidence that our state can also perform better coming out of this recession.

Commercial Real Estate to Destabilize Regional Banks

Midsized regional US banks are being hurt the most by commercial real estate woes and it’s only likely to get worse. According to a study released last week by the International Monetary Fund (IMF), Commercial Real Estate (CRE) exposure represents 50% of the outstanding loans at midsized and smaller regional banks. And at seven banks shut down by the FDIC in the last couple of weeks, CRE represented 80% of the nonperforming loans. That’s a very bleak picture given what we’re about to discuss. While at a national level, CRE exposure makes up only 10% of total bank loans, the impact on regional banks has a major impact on small and midsized businesses that depend on them for capital.

Cash at Corporations. Save or Spend?

Companies are currently sitting on more cash than at any other time in the last 50 years. Cash and other short-term assets now account for 7% of all assets at non-financial US companies. If you exclude finance firms, US companies held $1.8 trillion in cash and short-term assets at the end of the first quarter, which is 26% higher than the same time last year and represents the biggest increase since the Federal Reserve started tracking cash levels in the 1950s. According to a recent CFO magazine survey and article, companies within the CFO Midcap 1500 (companies with $100 million to $1 billion in annual sales) are holding 15% more cash in 2010 than the same period two years ago.

Non-Compete Agreements: 15 Year or Accelerated Amortization?

Before, during and after any business acquisition, there are many variables to consider, one of which is the tax implication of the sale from both the buyer’s and seller’s perspective. In this case, we are talking about the treatment of intangible assets.

Bank Lending Troubles – Continued Uncertainty

According to a recent article in CFO magazine, the Bank for International Settlements, "the bank for central banks," issued its annual report published Monday. The article "Banks Not Out of the Woods" highlighted several points about the state of banks in the US:

Working Capital Needs: Bust to Boom

According to a recent CFO Magazine report, 2009 was one of the worst years ever for working capital performance, as companies were slow to adjust to the recession. Reviewing the 1,000 largest US public companies, average days working capital (DWC) jumped 8% in 2009 to 38 days, from 35 days in 2008. In round numbers, receivables were 10% higher in 2009, matched by an 11% increase in days payable. Coupled with companies replenishing inventories after 2008 and those holding unsellable product in 2009, days inventory outstanding (DIO) rose by 9%. This may not sound much, but further down the line to smaller privately held companies, less efficient financial management can exacerbate the problem.

Cedar Creek Lumber Announces a Recapitalization with Charlesbank

May 20, 2010. Cedar Creek announces a recapitalization by Charlesbank Capital Partners, who acquire majority ownership of Cedar Creek, the largest cedar distributor in the United States. Cedar Creek was advised by ClearRidge.

Bank Lending in Doldrums and May Stay That Way

For the last 18 months, ClearRidge has published reports projecting that business lending will continue to worsen long after the end of the recession. History shows that to be true after every recession in the last century.

Tulsa World Spotlight on Connie Tommerup, Manager

May 3, 2009. Connie Tommerup, Manager of Restructuring and Corporate Finance is honored in Tulsa World's People Spotlight. At ClearRidge, Connie's primary role is analyzing clients financial systems, financial reporting processes and internal controls.