Everything you need to know about buying and selling agencies in 2023. Barry Dudley writes in The Drum

As part of our January Predictions series, Green Square partner Barry Dudley gives his take on which agencies will be most attractive to buyers this year – and who those buyers will be. I couldn’t resist it. ChatGPT: What are the predictions for the creative, marketing, media and tech M&A market in 2023?

“I am sorry, I am not able to provide predictions for the creative, marketing, media and tech M&A market in 2023 as my knowledge cut-off is 2021 and do not have any recent information about the same. However, you can check with financial experts or consulting firms for their predictions”. ChatGPT: What were the predictions for the M&A market in 2019? “In 2019, many experts predicted that the M&A market would continue to be active, driven by factors such as a strong global economy, low interest rates, and high levels of corporate cash reserves. Some analysts also predicted that cross-border M&A activity would increase, as companies sought to expand into new markets and gain access to new technologies. Additionally, there were predictions of an increase in private equity and strategic deals, as well as an increase in deals involving technology and healthcare companies. However, the COVID-19 pandemic and its impact on the global economy has changed the situation and many predictions did not come true”. Hmm, have I learned anything? ChatGPT has a 2021 cut-off. ChatGPT is very often ‘at capacity right now’. And I should check with a financial expert or consulting firm for predictions – guess that could include me… The three commonest questions we are asked at Green Square are: “What’s the market like at the moment?” “What are multiples like?” And “will someone want to buy my business?” To be expected, given what we do. Our answer is always the same – if you have a great business there will always be people interested in you and people that will pay a price that should make you happy. (The period immediately after covid landed, and the 2009 financial crisis, were possible exceptions.) And that’s our answer right now. So, who has the money to make you happy? Private equity (platform acquisitions) and PE backed groups (acquiring bolt-ons for the platforms) were big acquirers in 2022 and will continue to be so in 2023 – they have to put their funds to work. Alongside this, the strategic acquirer universe is continuing to grow. However, through 2023 we believe their eyes will be on mid-sized and smaller businesses with very specific capabilities, deep skills and experts rather than generalists. The culling of staff at Goldmans tells us all we need to know about the mega-deal end of the spectrum drying up for now. Key to being attractive is having a compelling growth story that is sustainable into the future. And perhaps an acquirer will have attributes to help accelerate that growth further – access to dev capability or maybe new geograhies. This is particularly important during any earn-out period in a deal, which is why we put a lot of time and effort into understanding all growth levers. So, what do we think will be key areas of acquirer interest? Despite Netflix and Disney’s rocky times of late, content is still going to be very much in demand – from long-form streaming to short-form social. But it will likely be about quality, not quantity. The influencer world has gone through plenty of twists and turns but is going to remain a vibrant space. Perhaps trust and purpose will be key traits for the names in 2023. Brand experience is going to continue its renaissance back out of lockdown. Here the winners will be those who weave the physical with the virtual, that do so with authenticity and are culturally driven. TikTok, BeReal, Likee, Instagram Reels, Triller – who knows which will be the 2023 winners, but social will remain a fundamental route to audiences. One of my partners, Tony Walford, wrote just a few weeks ago about e-commerce specialist agencies acting as a bridge for brands to access the increasing range of online retail platforms. These agencies are high on the ‘must have‘ list for global acquirers that need to ensure their arsenal includes such expertise. Performance marketing agencies always flourish when money is tight – first party data v third party cookies, targeting, delivering measurable ROI. A key area here will be a shift to signal-based marketing, anticipating what customers want. In tough times, many FMCG businesses focus more heavily on marketing that directly shifts products (rather than long-term brand building exercises) to appease the stock markets. This again plays into the hands of performance marketing agencies, particularly where their fees are linked to client sales. High-end strategic consultancies will be in demand, with sustainability, purpose and ESG being sought after areas of expertise. Similarly, smart thinking from the PR and comms world is also going to be in demand – there is no shortage of businesses managing their way through ups and downs right now. The tech sector in particular. And then there is healthcare. Don’t know that I need to comment much here as I can’t ever remember a time when healthcare wasn’t a sector that acquirers were interested in. Is there anything surprising in all of this, I’m not sure there is. But I do think there are two spaces that will prove transformational over the next few years that you will all need to be factoring into your future plans. Web3 and AI. Facebook’s missteps may have slowed the rise of the metaverse, but have no fear it is evolving and will gain substance versus what has mainly been hype to date. My son has been working with Midjourney, DALL-E and other AI models for some personal projects, pretty eye-opening. At the same time he’s drawing and painting – human craft, creativity and innovation will always have its space. And there’s no better circumstances for creativity and innovation to thrive than during challenging times. My money is on a new wave of exciting start-ups – Web3? AI? – being birthed from those that have been cast away by Google (12,000 jobs to be cut), Microsoft (10,000), Meta (11,000), Amazon (18,000)… Go well in 2023.

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Want to sell your agency in 2023? Ask yourself these questions first. Barry Dudley writes in The Drum

Thinking (or dreaming) of selling a stake in your agency this year? Barry Dudley, a partner at corporate finance and advisory practice Green Square, suggests you ask these questions to find out if you’re ready. When we begin to work with a new client that has reached the stage of looking to sell their business so they can achieve proper reward for all their hard work and/or find the right strategic partner to drive the business to the next level, we ask for two very simple things.

What are your financial and non-financial aspirations?

At a time of year when you have hopefully been with family and friends and perhaps made some New Year’s resolutions, why not see how your aspirations and resolutions might fuel each other? While our clients are exec management with an equity interest in a business, this exercise could equally apply to an employee or freelancer trying to figure out their goals and how they will achieve them. Perhaps it will lead to a career move, striving for an exec position or some sort of equity participation, or possibly the beginning of their own business… What we have learned is that if you don’t know where you’re going, then you’re sure as hell not going to get there. So, if the new year has got you thinking about planning your future, then grab a crayon from that dodgy Christmas cracker and, on the back of some wrapping paper, try these exercises. Exercise 1: If you assume you have all the money you will ever need, set out what you would ideally like to be doing three to five years from now. Perhaps it’s just more of what you do today. It could be a reduced working week, so you have some space for personal projects – that novel you’ve always wanted to write. Or you may want to be free from work entirely and on the beach as soon as possible. You need to be wide-reaching here – in our experience, personal aspirations vary widely from continual global travel through to setting up charitable foundations. Exercise 2: If you know where you would like to get to in three to five years’ time, set out what you think you will need to achieve in each year to ensure it happens. Year one may involve finding ways to delegate parts of your role that you don’t enjoy or know could be done more effectively by someone else. In year two, you could begin the ‘How to be the next Basquiat, Warhol or Westwood’ course with the Open University. And in year three, you may want to have developed and strengthened your second tier of management to take over your role and shift to a one-day-a-month strategic advisory position. In thinking about your non-financial aspirations, and being honest about your own strengths, weaknesses and your business’s ability to deliver these goals, it may help to clarify whether you can achieve these things alone or whether you need a strategic partner to propel your business forward.

Financial freedom leads to non-financial aspirations

It’s more than likely that you don’t have all the money you will ever need! It’s also likely that to have the ability to achieve your non-financial aspirations you are going to need more financial freedom. It’s not uncommon for people to say they would like £2m so they feel like they have had some reward for all their hard work and to de-risk a little bit, right through to tens of millions, because that’s what their share of a £50m+ business would be worth. More often than not, our clients just don’t have a magic number and struggle with the difference between what they want and what the business might be worth – they are often very different things and it’s important to establish your true financial requirements and expectations as a starting point. For the next exercise, it is time to be very selfish. Exercise 3: List out all the things you wish you could afford but are out of reach at present. Put a value against each and total them to get to your magic number. This may be paying off your mortgage; paying off someone else’s mortgage as well as your own; three sets of school and university fees; that second home in Cornwall, Portugal or Miami; a Lamborghini; or a 100ft super yacht. But bear in mind that the total is what you need after tax, so: Based on current capital gains tax (CGT) rates, divide the total number you’ve arrived at by 0.8 to arrive at a pre-tax amount that you will need to have received assuming the 20% CGT tax rate is applied – this is a broadly indicative number if the money you receive is through selling shares in your company. However, if you’re not planning to realize value through a sale, then you need to divide by 0.6 if you assume the money is coming through salary, bonuses and/or dividends. This would give a rough ‘blended’ 40% tax rate as some folks will be looking at salary and bonus, some as dividends. Clearly, the upper tax band of 45% may be more appropriate depending on individual circumstances, but this simply allows you to compare what you will need to get to your ‘net’ requirement under income tax as opposed to CGT. So, if your after-tax number is £5m, for example, then you will need a capital gain of £6.25m (£5m divided by 0.8) or salary, bonuses and/or dividends totaling £8.33m (£5m divided by 0.6) as pre-tax numbers. This math is very simplistic and tax rates and allowances will change.

Understanding the nuances of selling

In the UK, we are fortunate to have business asset disposal relief (BADR), which was previously called entrepreneurs’ tax relief. This means that if certain criteria are met, you only pay 10% on the first £1m of capital gain from selling shares in your business. This is a lifetime allowance but there is much debate as to whether this will remain for the long term, along with whether the current CGT rates will increase. It’s also important to note there will be legal and professional fees, as well as merger and acquisition advisory fees to be deducted (ideally including ours) if you are selling shares. Hopefully, these exercises will be of great benefit to you in planning your next life phase and have outlined why it’s so important to consider the blend of non-financial as well as financial aspirations to establish goals that can motivate and drive you forwards. To quote Eleanor Roosevelt: “The future belongs to those who believe in the beauty of their dreams.” Read more