Source - The Hyde Opinion
Your Money -Who Wants to Know? Balancing Disclosure and Risk in Printing Industry M&A
Imagine you are buying a house, and the seller demands to know your remodeling plans and projections for future resale profits. In residential real estate, that request would likely be met with skepticism.
However, in the world of mergers and acquisitions (M&A), especially within the graphic arts and printing industries, sellers often expect a deeper look into a buyer's plans. Why? Because M&A deals often involve complex payment structures, such as earnouts, royalties, equity rollover, or contingent notes, all of which make the seller a future stakeholder in the buyer’s success. If the seller will be leasing property to the buyer or remains employed post-closing, their interest in the buyer’s financial health becomes even more justified.
Why Sellers Want Buyer Information
When sellers are offered performance-based consideration rather than guaranteed money, their future asset monetization depends on the buyer’s success. Therefore, they reasonably want to evaluate the buyer’s financial viability and growth plans to ensure that the business strategy is sound and that the buyer can fulfill their obligations.
Common questions asked by sellers include:
Does the buyer have sufficient ability to finance future capitalinvestmentsto grow the business?
What’s the buyer’s transition plan?
Does the buyer’s bank agree with projections for consolidation savings?
How much working capital will be required post-acquisition?
Earnouts and All-Cash Deals
The choice of payment structure significantly influences the level of scrutiny from the seller. When an all-cash deal is on the table, the seller typically has no stake in the future business performance, reducing the need for in-depth buyer disclosure. The transaction is straightforward—the seller gets paid, and the buyer takes on full ownership risk.
However, all-cash deals are rarely available to sellers in the absence of stellar financial statements or a deep discount to fair market value. A word of caution for sellers: requiring an all-cash deal is an invitation for low offers. That’s because customer retention risk is inherent to printing industry M&A. Sharing of the customer retention risk is usually in the seller’s best interest to entice the highest possible offer. It is the role of the M&A advisor to balance the price and structure of the transaction to fairly allocate performance-risk.
Given that most acquisitions involve some form of risk-sharing, sellers want to know that the buyer’s plans are feasible to achieve. Sellers want to assess the probability that performance-based consideration will actually be received.
The Value of Financial Transparency
As a buyer, it may be tempting to push back on seller requests for financial information but sharing select details early in negotiations can build trust and smooth the path to a successful deal. Buyers who provide financial statements, demonstrate creditworthiness and show strong supplier relationships can reassure sellers of their ability to deliver on future payments.
This mutual disclosure fosters a partnership mindset, where both parties are committed to the success of the deal and the post-M&A closing transition.
Planning for Financial Disclosure
Buyers can increase their chances of success by preparing financial documentation in advance. This homework includes consulting with their bank to confirm financing readiness and securing a solid credit rating. By being proactive, buyers signal seriousness and professionalism, which can lead to more favorable deal structures and stronger negotiating positions.
Financial transparency between buyers and sellers is the norm in graphic arts and printing company mergers and acquisitions, especially when earnout provisions or other risk-based payment structures are involved. Both sides are advised to share key financial details to build trust and ensure a successful acquisition. Buyers and sellers alike need to be prepared for two-way financial disclosure, helping them navigate M&A transactions with clarity and confidence.
Ultimately, the more informed both parties are, the higher the likelihood of success for both buyer and seller. Seller Financial Transparency in Printing Industry M&A
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