The Mark Vol. XIII Issue II - Benchmark International M&A Publication

THE MARK
A BENCHMARK INTERNATIONAL PUBLICATION BENCHMARKCORPORATE.CO.UK
VOL. XIII ISSUE II
EXCLUSIVE INTERNATIONAL M&A OPPORTUNITIES
ACCOUNTANTS:
WE’RE BETTER TOGETHER
POWER OF PR IN M&A
BENCHMARK INTERNATIONAL:
THE NORTHERN POWERHOUSE
FEATURED OPPORTUNITIES

ASK THE
EXPERTS
FEATURED
OPPORTUNITIES
POWER OF PR
IN M&A
NORTHERN
POWERHOUSE
SNAPSHOT:
TRAVEL & TOURISM 12
IT & TECHNOLOGY 22
OIL & GAS 40
2016 BUDGET UPDATE 20
OFFICE LOCATIONS 50
RECENT RECOGNITION 54
THE ART OF
DUE DILIGENCE
MEGA DEALS TO BE REPLACED BY
SMALLER DEALS
ACCOUNTANTS: WE’RE BETTER
TOGETHER
FAMILY
BUSINESS
DEALS
COMPLETED
THE MARK
P U B L I C A T I O N
4 & 38 24
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18
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2

I would like to take this opportunity to welcome you to Benchmark International and to introduce you to the latest edition of our M&A publication,
THE MARK, covering many interesting topics including sector snapshots in Travel & Tourism, IT & Technology and the Oil & Gas industry.
In 2015/ 16 Tax Year Benchmark International broke many of its own records – completing over 80 deals internationally – whilst expanding
our Transaction Teams across the UK and North America. We recognise that without the hard work of all our team, partners and clients, this year
wouldn’t have been possible – therefore, we would like to thank everyone involved.
As we look forward to 2016/ 17, we expect more of the same: plenty of deals, even more awards and, above all, the satisfaction of fulfilling
each of our clients’ expectations.
Throughout this publication you will be introduced to some of our seasoned and experienced Transaction Leaders who are here to help you
evaluate and source potential opportunities in 2016 and beyond. Our unrelenting aim is, as always, to help you achieve your exit, growth or
acquisition strategy by connecting you with the right opportunity.
Whether you are seeking a full or partial exit, a strategic growth partner or an acquisition opportunity, we hope you find this publication useful
and we look forward to embarking upon a long and fruitful relationship with you.
Thanks for reading.
Michael Lawrie
NOTE FROM THE CMO
TEAM
SPOTLIGHT
DARREN
KEARNEY // SENIOR DIRECTOR
TONY
YERBURY // DIRECTOR
CONTACT
UK Headquarters:
101 Park Drive, Milton Park
Oxfordshire, OX14 4RY
+44 (0) 1865 410 050
UK@BENCHMARKCORPORATE.COM
US Headquarters:
4488 West Boy Scout Blvd.
Tampa, FL 33607
+1 813 898 2350
US@BENCHMARKCORPORATE.COM
THE MARK
A BENCHMARK INTERNATIONAL PUBLICATION
16
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VOL. XIII ISSUE II

Ask the
Expert
DOUG MACLEOD // DSA PROSPECT
T: +44 (0)1672 521071
E: DOUGM@DSAPROSPECT.CO.UK
4

WILL CASH HELD ON DEPOSIT CREATE A TAX PROBLEM IF I SELL MY COMPANY?
The Government, over recent years, has opened a very attractive tax opportunity for those looking to sell shares: an exit at 10%
Capital Gains Tax (CGT) rather than at the full rate of 20% (for most disposals), reduced from 28% in the recent Budget. This
compares favourably with rates approaching 50% under Income Tax rules. This generosity has been slowly eroded, but with care,
the 10% rate should be the target for vendors.
The question we are asked more than any other is whether holding large cash balances compromises the ability to enjoy
Entrepreneurs’ Relief and 10% CGT? In most cases, the answer is no, the critical factors are set out below. The test that has to be
passed is any non-trading activity of the business not being substantial enough to amount to a loss of trading status.
In this context, “substantial” in the eyes of HMRC is more than 20%. So should you be concerned if you hold cash which is more
than 20% of the value of your balance sheet?
First, the test is far wider than just cash balances held, it looks at time incurred on the non-trading activities, profits
generated on those activities, and other similar measures. In many cases, none of these other tests are beyond
negligible, let alone substantial.
Turning to cash itself, this often needs to be ‘adjusted’ for other factors not evident on the balance sheet.
The first is the fact that the most valuable asset in most businesses – goodwill - generally does not even
appear on the balance sheet, so the 20% test may look somewhat different when the full value of the
business is the benchmark. Second, not all cash is surplus. Some will be required for working capital,
and other cash balances may be reserved for particular capital projects, perhaps purchasing
machinery, or new trading premises.
We would therefore advocate that a rounded view of activities is considered, this often gives
greater comfort than a snapshot of the balance sheet.
The question that is asked much less, but should be at the front of any business owner’s
mind, is whether the structure of the business and the proposed transaction falls within
the CGT regime at all, or the far more costly Income Tax regime. The Government has
been consulting with the profession to seek to extend the scope of Income Tax to cover
some transactions.
For now, the consultations are not due to become law, but the direction and impact of
tax legislation should be a factor in optimising your decision on when to go to market.
5

Tony Yerbury
What were you doing before joining Benchmark
International?
For the twenty years prior to joining Benchmark
International, I held various roles in the financial
and property industries, from trainee to shareholder
positions. I have always worked in the UK and my main
area of expertise was in property investments and
portfolio management.
What motivates you to work hard?
Mainly my wife, she is a tough task master! I have
always worked in an environment where I need to
provide a service and a successful outcome for clients,
so, for me, there is nothing better than a happy client
with the outcome they wanted.
List five words that describe your character.
Considerate, Humorous, Generous, Diligent, Driven.
What advice would you give yourself, when you
were twenty?
I would tell myself to invest more money for
the future, to take some financial risks when you
can and have children as young as possible.
Who is your inspiration?
In my career many people have inspired me. Outside
of work, Chrissie Wellington, to me, is an unbelievable
person, not only as a professional athlete but also
in the way she speaks and conducts herself. I have
always admired her sporting accomplishments but I
recently read her autobiography and now hold her in
even higher regard.
What are your hobbies?
I am an obsessed triathlete and can bore most people
silly on this topic, so anything that involves swimming,
cycling or running.
Favourite meal?
I love most forms of meat so it would have to be a
super cut of steak - easy on the veg and heavy on the
red wine.
What is your proudest accomplishment outside
of work?
My son. He is growing up fast and I love seeing how
intelligent and polite he is. It always makes me proud
when this is acknowledged by others.
“Never regret the things you don’t do.”
T: +44 (0) 1865 410 050
E: YERBURY@BENCHMARKCORPORATE.COM
6
DIRECTOR
SPOTLIGHT

CLIENT
TESTIM
ONIAL
WATCHTHELATESTTESTIMONIALSONOURWEBSITE
WWW.BENCHMARKCORPORATE.COM/RESULTS/CLIENTCOMMENTS
MICHAELROBB//ACCOUNTANCY&
TAXATIONSERVICES
“Ihad
confidence
rightfrom
the
outset-Isuppose
atthe
end
ofthe
day
results
countand,
as
Isitspeaking
to
you
now,
the
business
has
been
sold
ata
very
satisfactory
price
that
Benchmark
Internationalenabled
me
to
achieve.Iwould
have
no
hesitationinrecommending
BenchmarkInternational.”
7

In this article we will give you, the business owner looking to sell
your company, an insight into the art of due diligence and its
importance in the M&A process.
Due diligence is defined as the investigation, research and analysis
of a business or person undertaken prior to signing a contract. It
also means the care a reasonable person takes to avoid harm to
him/ herself or other people. The primary purpose of due diligence
is to assist in making an informed decision.
START EARLY, PREPARE FULLY AND WORK SMART
According to the Economist, between 10 and 20% of proposed
mergers and acquisitions “end in tears…” and conventional wisdom
also maintains that M&A events fail to deliver on their anticipated
value an astonishing 50% or more of the time.
Deals can go wrong for many reasons, but at the heart of the matter
is typically a false assumption that ultimately played itself out to a
bad end.
When this happens, the media is quick to pounce and investors
and shareholders swiftly voice their disapproval about decisions
that failed to provide the promised value. A company will even
face public backlash long after an ill-fated deal has been
relegated to the dustbin.
So, how do companies stack the odds in their favour for a
successful M&A transaction?
To effectively position a company for a successful M&A
event, two key tenets are preparation and strategy. For
companies contemplating a sale, whether of an entire
business or partial divesture, best practice suggests that
preparations should begin as much as 18 months in advance
of the anticipated M&A event.
Although preparing for a sale a year and a half in advance
may seem excessive, it can actually be key in positioning a
company to attract the highest number of qualified partners.
This, in turn, elevates the chances for a successful sale and
positive post-sale integration.
In practice, advanced preparation on the sell-side increases
thechancesabuy-sideinvestorcanbeabletoquicklyelevate
and act on an opportunity. Evidence shows deals that drag
on are often those that ultimately fail. A business that has
devoted the time and energy to position itself attractively for
the marketplace helps speed up the due diligence process
and reduce the odds of a negative outcome.
THE ARTOF DUE DILIGENCE
BY: BHAVINA HALAI // ASSOCIATE DIRECTOR
8
T: +44 (0) 161 359 4402
E: HALAI@BENCHMARKCORPORATE.COM

Advance preparation also increases a selling company’s ability to
negotiate excellent terms and price, because buyers will be able
to effectively review, analyse and vet all critical business metrics.
Once a buyer has done that and is confident the seller is a good
partner, an acquirer is more likely to look favourably on the selling
company’s desired price and terms.
In fact, careful internal pre-deal planning, analysis and screening
allows companies to find and address any potential snags or
stumbling blocks long before they are uncovered by potential
buyers, smoothing the path of the deal.
The biggest fear for any buyer in an M&A transaction is purchasing
a problem rather than a solution.
GETTING STARTED: HOW TO PREPARE A BUSINESS
FOR M&A PRE-DEAL
The biggest shock you, as a business owner, may find whilst
undergoing the sale process is the number of documents an acquirer
will demand during the due diligence phase. Potential buyers will
want to fully and exhaustively vet every aspect of your business,
from its physical assets to its intellectual property to the health and
financial standing of your largest customers.
Business owners contemplating a sale must first understand,
and then extensively document, exactly what is being offered
to a potential partner. This must be done in a format that allows
a potential acquirer an efficient way to review, understand and
evaluate the target acquisition and decide if it offers opportunities
that are important to its own corporate strategy.
In this critical pre-deal phase of an M&A event, you need to keep in
mind six ‘big-picture’ questions any acquirer will ask – and, in turn,
want answers to – as they examine a deal.
The six big-picture questions a potential investor will want to answer
are:
1. Why does this company’s strategy, structure and standing in the
market position it as an attractive buying opportunity?
2. What assets does this company have to help us achieve
our own growth strategy? These assets include things like
innovative technology, human capital and expertise, access
to new markets, established customers, sales force, marketing
or distribution pipeline, market dominance or positioning and
attractive financial structure, among others.
3. Why would purchasing this particular company be a faster/
better way for us to move forward, given other options like
buying a competitor or investing in organic growth?
4. What underlying factors in this option will provide us gains
post-deal in both the short and long-term?
5. How will this company’s people and culture mesh with
our own establishment and what benefits/ liabilities will
we accrue by acquiring them?
6. Is this opportunity priced and structured right and is
this particular deal the best way for us to pursue our
strategy?
Pre-deal preparation that starts well in advance of any
anticipated M&A event gives participants a chance to paint
an attractive and accurate picture that will answer each of
these questions thoroughly and, hopefully, entice buyers.
This preparation can start with management establishing a
group of key stakeholders that will actively participate and
produce the necessary company documentation to answer
these questions in an effective and efficient way.
This group should include legal, accounting and finance
professionals and may also require human resources,
IT, research & development and other experts within
the company. External experts at this stage may include
investment bankers, legal advisers and other industry
consultants.
The core group involved in pre-deal preparation, depending
on their area of expertise, will need to find, prepare and
ultimately deliver thousands of pieces of information, ranging
from legal contracts to workers’ compensation packages to
profiles for key staff.
Rigorous due diligence during the middle phase of M&A is
designed to uncover potential problems that may be hidden
in a company’s past.
If the selling company does not fully anticipate the scope
of a formal due diligence review, it can lead to months of
avoidable back-and-forth requests from a potential bidder
to company management, demanding more and more
documentation of past activities. This can put enormous
strain on resources, not to mention risk of delays while the
information is produced.
BEST PRACTISES FOR CLASSIFYING AND
PRODUCING DUE DILIGENCE MATERIALS
To answer each of the six key questions listed above, a
company preparing itself for a sale will need a substantial
amount of documentation, all of which must be prepared in
a way that will help due diligence reviewers determine as
9

quickly and easily as possible the suitability of a deal.
At this point, making use of a convenient, secure and efficient virtual
data room (VDR) for storage and review of documents can pay big
dividends.
A VDR is a secure, online document repository, accessed via the
internet, which parties in any location can use to easily collaborate
with each other and share information at any time during this
pre-deal phase. A VDR also allows team members to efficiently
collaborate in assembling, producing and verifying every document
internally, before entering the due diligence phase.
An industry-leading VDR offers users a number of key benefits:
• It allows corporate team members to collect and present all
relevant information in a secure, easy-to-use format. As a
VDR serves as a virtual central document repository, users can
avoid duplicating efforts or inadvertently working on the wrong
version of a document. A VDR also keeps everyone focused
inside one homogeneous platform to accomplish document
collection.
• AVDRcangreatlysimplifyco-ordinatingpre-dealactivitieswith
expert advisers, including bankers and legal/ accounting/ HR
experts, wherever they are located.
• Another benefit of using a VDR during the pre–deal phase is
that internal team members can make use of pre-built indexes
in the repository that are designed specifically to help users
post the right types of information in the right way. In addition,
quality VDRs offer expert consultants who can help a team
implement a best-practice workflow as they gather, review and
archive relevant information.
• As a VDR provides exceptional security for all information
stored within the repository, users don’t need to worry about
emails being leaked or mission-critical, confidential
documents being accessed by potential hackers or
malicious third parties.
• VDRs offer users a number of specific tools that benefit
this early-stage document collection and review. A VDR
makes it possible for internal team members to perform
their own ‘due diligence’ on corporate documentation
long before they open the files to outside partners.
• Users can search quickly and easily across the entire
VDR to locate documents based on keywords, which
helps ensure they can review and vet information
before it is presented to outside investors. Any problems
or challenges can be identified and remedied at this
stage, rather than in the heat and scrutiny of actual due
diligence.

CONCLUSION
Companies contemplating an M&A event, such as a sale,
need to understand the importance of preparing well in
advance for the rigours due diligence will present.
Finding, reviewing and then producing corporate
documentation is a time-intensive effort that can pay big
dividends for companies that start audit, production and
internal review early.
In addition, using simple yet advanced tools, such as a VDR,
can help corporate management ensure they have prepared
for and positioned their company in the very best light, which
will contribute to a positive impact and a successful deal.
10
THE ARTOF DUE DILIGENCE
CONTINUED...

11
UK NORTHERN HQ:
Benchmark House
Folds Point, Bolton
Greater Manchester, BL1 2RZ
+44 (0)161 359 4400
UK SOUTHERN HQ:
101 Park Drive
Milton Park
+44 (0) 1865 410 050
Ready When You Are

Travel and tourism have transformed over the past decade,
with the establishment of low-cost airlines and the emergence
of disruptive technologies in both the consumer and business
markets continuing to change how, where, and why people
travel at an ever-increasing rate.
The first quarter of 2016 has seen significant M&A activity,
most notably an all-out bidding war for Starwood Hotels and
Resorts, and rumours persist concerning other big names across
the travel, tourism and supporting technology sectors. We
need to look closely at a year of potentially important Mergers
& Acquisitions ahead, as we assist our partners with planning,
managing and implementing their exit and growth strategies.
ENJOY YOUR STAY
Q1 2016 saw highly publicised negotiations to acquire
Starwood Hotels, and Marriott International’s final $12.4B
offer and integration strategy was preferred to multiple,
aggressive bids from China’s Anbang Insurance Group, which
withdrew its $14B cash offer on March 31. The merger will
result in the creation of the world’s largest hotel company and
will see global hotel brands, such as Sheraton and Westin,
brought into Marriott’s portfolio.
The global hotel industry will reach $550B revenue this year
and continues to be an attractive real estate investment,
although it now faces increasing competition from online
private accommodation rental start-ups. The rising threat to
hotel chains led by the Airbnb revolution should see traditional
industry players increase efforts to further differentiate their
market offerings from individually owned property providers;
however, AccorHotels’ €148M acquisition of high-end
apartment specialist, Onefinestay – which has 2,600 listings
across cities including New York, Paris and London – means
this seismic industry shift is already being embraced and is
likely to develop and grow.
BY: MARC BETOURNEY // ASSOCIATE
TRAVEL & TOURISM
M&A SECTOR SNAPSHOT
12
T: +1 813 898 2357
E: BETOURNEY@BENCHMARKCORPORATE.COM

A FLYING START FOR 2016
Changes in the airline industry are subject to constant
speculation and Alaska Airline’s (AA) $2.6B all-cash
purchase of Virgin America is a major start to M&A
activity in 2016. AA’s strengthening of its West Coast-
based US operations brings projections of $225M in
annual revenue and cost synergies, with at least one-fifth
to come from cost-cutting. The consolidation that has
swept across North America is tipped to spread to other
regions, as Europe’s Monarch continues to be linked to
potential mergers with EasyJet, Norwegian Air and Air
Berlin. Travel industry-wide developments may continue to
emerge, as Swedish private equity group, EQT Partners,
makes plans to follow up on its Q1 $1.4B takeover of
Kuoni luxury travel group with a potential $1.1B bid for
Hotelbeds in order to merge the two.
This large-scale activity is an indication of the huge
transformation taking shape within travel and tourism.
Economic and technological developments in 2016
will call for a greater examination of the competitive
landscape and Benchmark International is ready to guide
buyers and sellers alike.
A WINDOW ON THE WORLD OF TRAVEL
AND TOURISM
The outlook for worldwide travel and tourism is positive
for 2016. IPK International’s World Travel Monitor
predicts 4.3% growth in outbound travel, continuing the
trend of 4-5% annual growth since 2012. Asia drives
this momentum with expected 6.1% growth in 2016,
with China accounting for 30% of the region’s outbound
travel. The World Travel Market also reports two-thirds of
business leaders anticipate increased business with China
this year and highlights the country’s raised profile as a
tourist destination. North America’s improving economy
and a strong US dollar will mean outbound travel growth
of around 5.1%, while Europe should see slightly less as a
weak Euro encourages inbound travel. South America will
experience a boost through this summer’s Olympics and
Paralympics in Brazil but data for Africa suggests 5-6%
decreases in outbound and inbound travel.
Onaglobalscale,thechangingtechnologicalenvironment
will become a key influence on M&A decision-making
and, at Benchmark International, we see this as one of the
most important factors affecting the timing and nature of
potential M&A amidst established and start-up businesses.
The market for online booking systems has matured, with
airlines integrating insurance and car rental options into
their websites, and independent holidaymakers are most
likely to arrange accommodation and package holidays
through Booking.com or Expedia.
While these channels have offered new means of
organising conventional travel, technology is now
changing the way we see the world: Trip Advisor provides
access to first-hand information on restaurants, bars,
attractions and locally operated guided tours; KLM’s
‘Meet & Seat’ allows flyers to choose their preferred seat
by viewing other passengers’ Facebook profiles; and
Airbnb and BlaBlaCar have removed stigmas around
flat sharing and ride sharing through the power of social
media. Online word-of-mouth recommendations are
now a main driver behind desires for more authentic
cultural experiences and discovering previously unknown
destinations. Soon technology will advance to enable
airborne WiFi access, bringing another huge behavioural
shift and security implications with it.
With the structure of the industry in flux, combined with
a growing global demand for travel, advisers have
a responsibility to ensure that stakeholders are fully
prepared to embrace fast-moving trends and high growth
in regional markets such as Asia. Benchmark International
is already positioned to provide the best-value deals for
clients and secure the long-term success of those willing to
move forward in this exciting time for the industry.
13

14
“People do not buy goods and services.
They buy relations, stories and magic.”
SETH GODIN – AMERICAN AUTHOR, ENTREPRENEUR AND MARKETER

15
POWER OF
PR IN M&A
”People do not buy goods and services. They buy relations, stories and magic.” Seth Godin – American author, entrepreneur
and marketer.
The above quote summarises a significant change in how consumers and businesses procure goods and services. It is no longer
all about price and quality – it is about something much more difficult to identify: the story that brings the inert, all-encompassing
feeling with the purchase of a product or service.
Take the craft beer revolution as an example. Carlsberg Export 4x440ml retails for around £4.00, whereas BrewDog Punk IPA
4x330ml retails for £6.00. This year, Carlsberg announced a 4% sales slump in a market that, as a whole, dipped 2% in size last
year. In contrast, BrewDog reported that sales were up 130%, with turnover growing 52%. The independently-owned BrewDog’s
marketing budget will no doubt be dwarfed by that of Carlsberg Group, but the brand has been boosted in recent years through
sustained media and marketing exposure, riding the increased popularity of craft beer in the UK. BrewDog’s outperformance
of other new craft competitors may, in part, be attributable to its identifiable brand. We only have to look at Steve Jobs’ Apple
revolution to show that consumers are buying the brand as much as the product.
This value of branding also applies to those looking to purchase a business. It is worth remembering the old adage “you have PR,
whether you like it or not”. By taking steps to manage the message around your business, you can ensure that potential threats are
anticipated, giving you greater control over perception of your business – a key variable likely to affect the sale of the business.
BEFORE
Considering the PR implications associated with selling a business is best done before you make the decision that a sale is right for
you. Ensuring your profile and reputation match the strength of your products and services is vital. To this end, simple messages
communicated throughout your business, including references to future growth, succession, planning and young talent progressing
through the business, can be very effective.
DURING
Once the sale process has begun, there are a range of potential risks surrounding the deal and the PR associated with your
business. PR objectives must work within the constraints of a deal, particularly with regard to legal accountability and the ability
to disclose particular information.
Fortunately, it is likely that there will be little conflict between PR and legal concerns, precisely because the message you wish to
communicate will not be focused on the deal, but rather the important characteristics of your business.
Equally, the importance of internal communication should not be underestimated. The process of a deal may be particularly
sensitive for a business, so those looking to sell should make sure that any communication strategy reflects this aspect of PR. Often,
the most important thing is to emphasise the ‘business-as-usual’ mind-set, which will reassure current employees.
AFTER
A successful sale or exit through M&A is a cause for celebration, so a PR strategy dealing with the positive outlook for the
business post-completion should be in place. If specific targets are set following the exit, such as meeting particular metrics in key
performance indicators (KPIs), driving a consistent PR message will help support the commercial objectives
of the business.
BY: MICHAEL LAWRIE // CHIEF MARKETING OFFICER
T: +44 (0) 161 359 4400
E: LAWRIE@BENCHMARKCORPORATE.COM

Darren Kearney
International?
Before joining Benchmark International I cut my
teeth working in the financial services industry on
complex investment scenarios, before entering the
Mergers & Acquisitions field for one of the largest
commercial brokerage firms in the UK. My role
was to develop the brand in both the Scotland
and Ireland markets. My experience led me to be
recruited by Benchmark International and forge the
career I have today.
I would always have to say my wonderful wife and
three beautiful girls - not only have they given me
their utmost support throughout my career, they
are also quick to make sure I don’t slack off! I think
they feel the same as me in that with hard work
comes reward.
were twenty?
Enjoy the good times, don’t ponder the bad and
every day is a day to learn.
List five words that describe your character.
Passionate, Enthusiastic, Loyal, Creative, Driven.
of work?
Along with the birth of my little girls (not so much my
accomplishment as my wife’s), I would have to say
one of my proudest moments was when, as a young
budding professional footballer, I was lucky enough
to play in the final of the Youth World Cup over in
Sweden. We won, I must add!!
Who is your role model?
In all honesty, my role models would have to be
our very own Michael Lawrie and James Thornton.
Having known them and worked alongside them
for the best part of a decade and watched them
evolve into the businessmen they are today, I admire
the way they drive Benchmark International to new
heights. The relationships they have built with every
member of the team and how they motivate others to
success has to be commended.
“Enjoy the good times...”
SENIOR DIRECTOR
SPOTLIGHT
T: +44 (0) 161 359 4400
E: KEARNEY@BENCHMARKCORPORATE.COM
16

17
MEGA DEALS TO BE REPLACED
BY SMALLER DEALS
M&A activity in 2015 produced record-breaking results with five of the twenty largest deals in history
announced during the last year. On the heels of this performance, top analysts are looking forward
to what 2016 has in store.
Leading global financial services firm, JPMorgan Chase & Co, has released its M&A Global Outlook
for 2016 and its findings anticipate that ‘mega deals’ will probably be replaced by a rising number
of smaller deals over the next 12 months. Growing cash reserves are expected to keep last year’s
record-breaking takeover momentum going.
There are already signs the number of deals will rise, as acquisitions announced rose every quarter
last year according to data compiled by Bloomberg. In fact, there were more deals announced in
the fourth quarter than any other in the last decade. Intralink’s Deal Flow Predictor (an indicator of
future mergers and acquisitions announcements) forecasts growth of 3.5% in the global number of
M&A deals to be announced in the first half of 2016, when compared with last year.
Despite market fluctuations at the beginning of 2016, global growth is expected to bounce back
thanks to activity across Asia Pacific (APAC). Driven by Chinese acquisitions, worldwide activity has
hit £91.57B so far in 2016 – an increase of 31% compared with a year ago – and the strongest
year-to-date period since 2006.
BY: PETER KELLY // DIRECTOR
T: +44 (0) 161 359 4412
E: PKELLY@BENCHMARKCORPORATE.COM

18
A company’s accountant is one of its most trusted advisers and plays a leading role in determining
the strategic strengths and goals of their client. This is particularly important when formulating a
company’s exit or growth strategy and the accountant is a crucial point of contact throughout any
M&A process.
EXCLUSIVE PROFESSIONAL NETWORK
Benchmark International values close working relationships with accountants and recognises the
unique insight and intimate knowledge they have of their clients’ businesses. We take pride in the
trust placed in us by accountants in our Exclusive Professional Network – a trust that allows us
to facilitate deals for their clients. Many of the deals we completed in the last year were direct
referrals from accountants who consider Benchmark International to be the right partner to
guide their clients through the M&A process.
WORKING WITH YOU
Success is built on strong relationships and this is no less true in the world of M&A, so let us
help you and your clients achieve their M&A goals.
We want to work alongside you to assist your clients with their exit strategy, as managing
the company sale process alongside a fully-engaged accounting firm results in a higher
value for the client’s business and a smoother, more efficient sale.
We would also like to discuss the criteria of your acquisitive clients. Our international
database of sellers offers access to up-to-date, on-market and off-market
engagements, meaning we are well placed to assist you and your clients who may
be on the acquisition trail.
SHARED SUCCESS
Whetheryourclientsarebuy-sideorsell-side,wewanttoworkwithyoutosupport
them throughout the entire M&A process. Let us share our proven success with
you so that, together, we can achieve the very best outcome for your clients.
ACCOUNTANTS:
WE’RE BETTER TOGETHER
BY: NICK HULME // MANAGING DIRECTOR (TRANSACTIONS)
T: +44 (0) 161 359 4400
E: HULME@BENCHMARKCORPORATE.COM

19
BENCHMARK INTERNATIONAL‘S EXCLUSIVE PROFESSIONAL
NETWORK BENEFITS:
ACCESS TO SOME OF THE MOST COVETED DATA IN M&A – Benchmark
International’s propriety software boasts one of the largest global databases of acquirers,
including UK & International trade buyers, private equity buyers, institutional buyers
and HNWIs.
IN CONTROL AND IN THE LOOP – we want to work closely with every adviser working
on behalf of a client, including the accountant. However, when the accountant is unknown
to us, or where the client is reluctant to disclose the sale to them, the sale process can prove
challenging. Of course, if we have already established a relationship with you - and you, in turn,
have recommended our services to your client - this challenge can easily be overcome.
BEST IN CLASS SERVICE FOR YOUR CLIENTS – having Benchmark International as your
partner will allow you to offer a more rounded service to your clients, and an M&A reach that may
otherwise be unattainable.
EXPAND YOUR NETWORK – you will have access to some of the most influential players in M&A,
legal, tax and wealth management arenas.
ADDITIONAL RESOURCE AND INFRASTRUCTURE – Benchmark International employs over 150
Dealmakers, Researchers and Analysts. If you need assistance with a project then we will always be able to
connect you with the right person to ensure you find the most suitable solution.
OFFICE NETWORK – we allow all of our partners to make use of boardrooms and meeting spaces free-of-
charge at our offices in the UK and US.
KEEP UPDATED – we keep you abreast of changes in the global M&A climate relating to all aspects and topics
that affect business owners selling a company.
ADVICE LINE – you can pick up the phone any time and ask for our opinion on a confidential, ‘no company named’
basis. We will always help where we can.

BUDGET UPDATE
The Chancellor of the Exchequer gave his Budget to Parliament on Wednesday 16 March 2016.
Many of our clients were rightly concerned that the Chancellor would look to amend the attractive Entrepreneurs’ Relief
regime, which reduces the Capital Gains Tax (CGT) on the sale of private shares, from the previous rate of 28%. There were
many rumours circulating ahead of the Budget, which included increasing the rate from 10% to 15% or higher, reducing the
lifetime limit down from £10M or even removing the relief on cash balances held by businesses.
Thankfully, the Chancellor decided not to do this but instead recognised the fact that owners of SMEs make a valuable
contribution to the economy. Unfortunately, subsequent comments made by the Leader of the Opposition indicated that he
did not necessarily share the same view. This seemed to be a veiled threat that Entrepreneurs’ Relief might be removed if a
Labour government were to be elected.
However, it was not all good news for business owners. The Chancellor has significantly increased the tax rates on
dividend payments from 6 April 2016. This clearly makes the extraction of value by way of dividends much less attractive to
shareholders, particularly those who feel it may be the right time to sell their business.
In addition, there has been some tightening of the anti-avoidance legislation in relation to ‘Moneyboxing’. Moneyboxing
is where business owners retain profits (and therefore cash) in excess of a company’s needs with the purpose of receiving
these as capital, at the 10% rate, rather than by way of dividends. From 6 April 2016 Moneyboxing on certain liquidations
will be caught by the new legislation which will tax excess cash holdings at the dividend rates. At the moment there are tax
planning measures to extract cash at the 10% rate on share sales and other liquidations where Entrepreneurs’ Relief applies,
but it is clear that this positon may not be always the case.
2016
20
BY: PAUL WILSON // DIRECTOR
T: +44 (0) 1865 410 055
E: WILSON@BENCHMARKCORPORATE.COM

SUMMARY OF THE MAIN CHANGES AFFECTING BUSINESS OWNERS:
21
AFTER 6 APRIL 2016
CORPORATION TAX RATES:
Normal Rate: 20% from 1 April 2016 (no change)
Normal Rate: 19% from 1 April 2017
Normal Rate: 17% from 1 April 2020
CGT RATES:
Standard rate (BR taxpayers): 10%
Higher rate (HR & AR taxpayers): 20%
DIVIDENDS:
Notional 10% tax credit abolished
Basic Rate: 7.5%
Higher Rate: 32.5% (effective rate)
Additional Rate: 38.1% (effective rate)
Tax free dividend allowance: £5,000
ENTREPRENEURS’ RELIEF:
ER Rate: 10% (no change)
Main ER qualifying conditions: No change
No change.
Non Employees / Directors – New shares issued
on or after 6th April 2016 for Non-Employees /
Directors will qualify for ER provided they are held
for at least 3 years.
Lifetime Limit: £10M (no change)
TARGETED ANTI-AVOIDANCE RULES (‘TAAR’):
No change.
ER is not available.
BEFORE 6 APRIL 2016
CORPORATION TAX RATES:
Normal Rate: 20%
CGT RATES:
Standard Rate (BR taxpayers): 18%
Higher Rate (HR & AR taxpayers): 28%
DIVIDENDS:
Notional 10% tax credit
Basic Rate: 0%
Higher Rate: 25% (effective rate)
Additional Rate: 30.6% (effective rate)
Tax free dividend allowance: £nil
ENTREPRENEURS’ RELIEF:
ER Rate: 10%
Main ER qualifying conditions: 5%, 12 months,
voting etc.
Tax planning measures are available where cash
balances can be added to the Enterprise Value and
extracted at the 10% rate where ER applies provided
not actively managed, not derived from investment
activities and not less than 20% of gross assets
(unless commercial reason for holding higher level).
Non Employees / Directors –
relief not available.
Lifetime Limit: £10M
TARGETED ANTI-AVOIDANCE RULES (‘TAAR’):
Where Director Shareholders have been
remunerated partly by way of dividends previously,
but decide to retain profits prior to a sale to minimise
their tax position, then HMRC will apply dividend
(distribution) rates to the amount in question.
Moneyboxing, on Liquidations where the
shareholders of a company retain profits in excess
of the company’s commercial needs and so receive
these profits as capital when the company is
eventually liquidated – ER is available.
The above is provided for information purposes only and Benchmark International cannot be held
responsible for any losses incurred by those making decision on this without taking the necessary
professional advice.

BY: GEORGE D. LEVY // ASSOCIATE
22
A year of ground-breaking Mergers & Acquisitions in 2015
has left the IT industry almost unrecognisable and further
sector developments and technology advances are setting
the stall for a busy start to the year.
The separation of industry giant Hewlett Packard into two
separate entities - HP Inc. and Hewlett-Packard Enterprise
- has set the tone for a sea change in the IT sector as it now
prepares for the largest acquisition deal in its history: Dell’s
imminent $67B buyout of market-leading data storage
provider, EMC.
Cloud-based solutions continue to shake up the industry, as
established players look not only for consolidation among
large providers, but towards rapidly growing start-ups for
fast acquisition of knowledge, talent and new technology.
Meanwhile, the livening buzz around the Internet of Things
(IoT)isdrivingfast-pacedM&Aactivitythatstraddlestheline
between visionary and speculative, and IT consultancies
continue to pursue digital marketing and communications
technologies in order to diversify and provide integration
with existing services for growth.
Blink, and potential buyers and sellers might miss crucial
opportunities if they do not meticulously prepare growth
and exit strategies, as M&A plays a defining role in shaping
the industry through 2016 and beyond.
DELL
Dell’s purchase of EMC continues the IT industry’s journey
into the cloud, having agreed in Q1 2016 to sell its non-
core Dell Services business to Japan’s NTT Data for around
$3B in an effort to fund the unprecedented deal. Expected
to spark frantic M&A activity when news first broke in 2015,
M&A SECTOR SNAPSHOT
IT & TECHNOLOGY
T: +44 (0) 1865 410 053
E: LEVY@BENCHMARKCORPORATE.COM

23
the IT sector is still considering its reaction, following the
industry-wide downturn in stock values after predictions that
consumers and businesses will spend less on PCs, tablets and
smartphones for the first time in 2016.
CLOUD
Nevertheless, data management and cloud storage market
challenger, NetApp, is considered by experts as a prime
takeover target; the company itself recently acquired
SolidFire in an $870M cash deal for the provider of all-
flash storage, which is used in smartphones, tablets and USB
devices. Flash is increasingly affordable in comparison to
traditional Hard Disk Drives (HDD) – with this market’s growth
one of the reasons behind Western Digital’s $19B acquisition
of SanDisk – and flash-based technology will continue to
improve storage arrays and server-based storage. With
the likes of Amazon, Microsoft Azure and Google Cloud
occupying the cloud storage space, we will monitor closely
the seemingly inevitable consolidation within this market.
IoT
As the IoT expands, an expected 50 billion real world devices
and objects will be connected online by 2020, and Cisco is
already seeing past the cloud and into ‘fog’ computing. The
challenges faced by the IoT trend – increasing bandwidth
issues, and required data transfer faster than is possible
through centralised, cloud-based servers – will see cloud-
like solutions moved to within close range of their required
point of delivery. This will allow local devices to analyse
data and initiate automatic responses in milliseconds, a
game changer for industries such as oil and gas, aviation
and manufacturing, which could utilise IoT for safety devices
in real-time. Cisco’s $1.4B takeover of Jasper Technologies
underlines the opportunities that IoT also presents for
monetising real-time data and the pivotal strategic role this
technology will assume, for which we can provide trusted
advice to our forward-looking partners.
NOTABLE DEALS
Further high profile M&A activity dominates industry
headlines, including Microsoft’s acquisition of Event Zero’s
analytics and reporting tools for Skype for Business.
China’s Tianjin Tianhai investment group’s offer of $6B
has been accepted by Ingram Micro, the world’s largest
technology distributor; however, the US Committee on
Foreign Investment in the United States (CFIUS) is currently
scrutinising the deal. Getronics Group has completed its
acquisition of Colt’s managed services business, and IBM
and Accenture have both strengthened their Salesforce
channel and cloud support, purchasing Blue Wolf Group LLC
and CRMWaypoint respectively. This activity demonstrates
that long-term strategic thinking is still at the forefront of the IT
industry, in spite of stock market apprehension.
COMMUNICATION IS KEY
Our task will be to maximise value for our clients as desirable
M&A targets continue to fetch ‘top dollar’, while technology
moves at a pace that requires the utmost care and expertise in
analysis and evaluation. The premium prices paid for digital
marketing communication platforms is now the concern of
the IT industry, as consultancies such as Accenture pursue
opportunities in this growing sector.
The speed at which new digital media emerge and their need
forrapiddeploymentisstillnotfullyalignedwithITdepartment
best practices for project management and security.
Therefore, greater integration of IT and communications,
both technologically and culturally, is a tremendous
opportunity that can be addressed by an experienced
M&A partner to help unify complex processes that are now
simultaneously linked.
Rewarding the trust of our partners will play an equally critical
role in light of the EU Data Protection reforms, which will affect
stakeholders across our entire global network. The General
Data Protection Regulation (GDPR) legislation will apply not
only to organisations within the EU, but those outside who
work with EU clients. Companies need to start preparing
now for GDPR, specifically Managed Service Providers
(MSPs), which will be subject to a complex regulatory
environment as business opportunities evolve in cloud and
managed services.
We expect another year of major activity in IT as new
technologies and M&A completions drive change
throughout the industry, and we look forward to supporting
our partners in capitalising on the unique opportunities this
industry provides.

A rapidly expanding design and build construction contractor,
serving blue-chip clients predominantly in the private commercial,
industrial and residential sectors. Projects undertaken range from
single storey industrial/ warehouse portal frame structures to
medium-rise office buildings and high specification individual
dwellings. Blue-chip clients (project funders) include Aberdeen Asset
Management, Aviva, Standard Life and Legal & General. Revenue
split by sector: commercial (73%), multi-storey (18%), residential
(8%) and infrastructure (1%).
The second tier management team is looking to remain with the
company post sale, with the majority shareholder also willing to
remain as part of long-term growth plans.
LOCATION: SOUTH EAST ENGLAND
SECTOR: BUILDING & CONSTRUCTION
Design and Build Construction Contractor for
Commercial, Industrial and Residential Sectors
– BVG529
Wholesale distributor of stationery products, supplying more than
five million items to the European market weekly. With a clientele of
c.1,000 educational and office stationery suppliers, the company
provides around 30% of all UK ballpoint pen sales, offering both
international and own branded writing instruments, manufactured
through key international joint ventures.
Operating from leasehold premises of 37,000 sq. ft. (capacity
for c.90M products) and with existing second tier management
succession in place, the company offers excellent growth opportunity
with potential turnover estimated in the region of £20M.
SECTOR: DISTRIBUTION & STORAGE
Manufacturer and Wholesale Supplier of Writing
Equipment and Accessories – MAN205
24
REVENUE: £16.4M EBITDA: £1.3M
REVENUE: £70M EBITDA: £2.3M
UK Listings: Call +44 (0)161 359 4404
or email HALAI@BENCHMARKCORPORATE.COM
A leading oil and gas pipeline construction and maintenance
company, focuses on the midstream market. Located in Harris
County, Texas and primarily serves the Texas market, with projects
in surrounding states including Oklahoma, Louisiana, and New
Mexico.
The company’s revenues grew at a compound annual growth
rate of 32% from 2011 to 2015. It has a blue chip customer base
consisting of leading midstream energy service providers. Recurring
maintenance revenue accounted for 15% of total sales in 2015 and it
has secured new customers in 2015, which fueled continued growth.
The company has a seasoned management team that handles
majority of the day-to-day operations. It maintains an impeccable
reputation in the market, which results in obtaining referral business.
Lastly, the company has an experienced long-term field crew that
has been cross-trained to handle multiple aspects of the business.
LOCATION: HARRIS COUNTY, TEXAS
SECTOR: OIL & GAS
Oil and Gas Pipeline Construction and Maintenance
– BUI1235
REVENUE: $30.2M EBITDA: $2.1M
Featured
O
pportunities

25US Listings: Call +1 813 898 2350
or email STAFFORD@BENCHMARKCORPORATE.COM
Fabricator and constructor of steel-framed buildings, processing
over 600 tonnes of fabricated steelwork per month out of its 88,000
sq. ft. premises, which has capacity to store over 1,000 tonnes
of steel.
The company has achieved the European CE mark for its steel
structures and cladding and has its own in-house design department
directly integrated into its CAM machine line, enabling minimal
wastage and precise fabrication.
The second tier management team and shareholders are all looking
to remain with the company long term, post sale, subject to terms, as
the company continues to exploit further growth opportunities.
LOCATION: UK
SECTOR: MANUFACTURING & INDUSTRIAL
Designer, Fabricator and Constructor of Bespoke
Steel-Framed Buildings for the Industrial and
Agricultural Sectors – BUI1080
One of Florida’s leading electrical contractors including quality
substation and utility services. Operating for over three decades, the
company’s approximate revenue breakdown for 2015: commercial
75%, municipal 16%, and residential 9%. The company operates
as a non-union merit, open shop with over 300 full-time employees
with a committed, knowledgeable, and deep management
team onboard.
As of Q2 2016, the forecast revenue is in the region of $50M
and over $10M in receivables. Approximately 80% of the annual
construction volume is referred business. The company has a
statewide presence with a focus coast to coast. Due to long-term
contracts, the company is guaranteed $18.23M in future flow
of income.
The company leases a 30,000 sq. ft. facility on five acres from
an affiliated entity. The building is available for sale or long-term
lease. Some of the shareholders are looking to de-risk, estate plan,
and/or retire. All active shareholders are open to option under
new management.
LOCATION: SOUTHEAST US
SECTOR: ELECTRICAL CONTRACTOR
Leading Commercial Electrical Contractor on the
East Coast of Florida – BUI1307
UK HEADQUARTERS:
101 Park Drive
Milton Park
+44 (0) 1865 410 050
US HEADQUARTERS:
4488 West Boy Scout Blvd.
Suite 400
Tampa, FL 33607
+1 813 898 2350
US@BENCHMARKCORPORATE.COM
Take our hand...

An award-winning office furniture dealership and commercial
furnishing scheme consultancy, serving a wide range of high
profile clientele. Services are performed on a subcontracted basis
for architectural firms, as well as directly to private, public and
commercial clients based throughout the UK, with roughly 10%
of business derived from overseas customers in Europe and the
Middle East. The company manages every stage of the interior
furnishing process; planning and specification through to supply
and installation of furniture. The company is primed to capitalise on
current demand for such services in the education sector.
The company is currently experiencing dramatic growth with turnover
increasing approximately 100% since FY 2013. Management figures
for the first four months of the current FY show turnover of £1.7M,
£1.5M, £0.9M, and £1.4M respectively, with turnover predicted to
grow a further 27%.
Of the two shareholders, one is looking to retire and the other is
flexible regarding an outright exit or retaining a role post-sale,
subject to the wishes of a potential acquirer and terms.
Independent Interior Fit-Out Company – FUR002
REVENUE: £11.1M EBITDA: £876K
A prominent custom homebuilder that allows for a clear transparent
process through each stage of their building process. While they
do not hold any fixed assets, the company manages and pairs
subcontractors to each individual project at hand. It is a multi-award
winning company that has been established for over 10 years in San
Antonio, Texas. The market currently serves affluent buyers in the San
Antonio region.
The company has a consistent revenue stream and has built strong
long-term vendor relationships. It has an excellent reputation due to
the high quality of homes being built while remaining within budget
and completing the builds on time. The company has unique custom
software that manages the customer relationship and the design
build process.
The two shareholders are seeking a full sale to pursue other business
opportunities that would not compete with the company. They can
remain on throughout the transitionary period.
LOCATION: SAN ANTONIO, TEXAS
Luxury Custom Home Builder – BUI1248
CONTACT BENCHMARK
INTERNATIONAL TODAY.
26 UK Listings: Call +44 (0)161 359 4404

A turnkey cruise liner cabin refurbishment and marine-grade
furniture manufacturer/supplier with a strong presence in both the
refurbishment and new building markets. Revenue breakdown:
cabin refurbishment 67%, and the balance of revenue for 2015 is
split evenly among turnkey public space and retailers of marine
furniture.
It is an industry-leading player with refurbishment services to over
40,000 cabins over the past two decades. Was able to increase
revenue by 53% from 2012 to 2015 due to implementation of the
LEAN-approach. The flexible and efficient business model allows the
delivery of projects 2-3 times faster. Along with cabin refurbishments,
the company also has in-house furniture and textile production
operations. They have created trusted customer relationships with an
extensive and selective customer network and backlog.
The company operates from a 3,000 sq. ft. facility in the US and a
40,000 sq. ft. facility in Europe. Both facilities have room available
for expansion and are leased from unrelated third parties. There
are four active owners. The majority shareholder is approaching
retirement and would like to secure an exit strategy.
LOCATION: SOUTHEAST US AND EUROPE
SECTOR: MARINE
Cabin Refurbishment for Major Cruise Liners –
REY850
Stainless steel fabricator providing a complete service including
design, manufacturing, installation, maintenance and servicing,
for multi-star Michelin restaurants (50% T/O), 4/5* hotels (30%)
and high-end bars throughout the UK. Over 100 projects were
completed in 2015, the largest of which was valued at c£1.8M
which accounted for c.10% of T/O. The company boasts a c.95%
client retention rate over the last five years, with c.70% of existing
clients indicating they would not use another organisation. A
number of sectors have been identified as potential areas to expand
services into, as its fabrication skills are transferable and investment
is regularly made into operating machinery, priming the company
for further expansion.
Operates from a purpose built factory owned by the shareholders
and leased back to the company and can be included in the sale,
subject to terms.
The company can operate autonomously under the current
management structure. The shareholders are seeking an exit due to
lifestyle commitments and a desire to see the company driven to the
next level.
LOCATION: SOUTH ENGLAND
Specialist Designer, Manufacturer and Supplier
of Kitchens and Bars to Prestigious Client Base
– MAY854
A specialist printing company manufacturing point of sale and
point of purchase products through a variety of printing processes.
Products include bespoke display units, designed in-house, for blue-
chip, high-street retailers and brand manufacturers. Repeat custom
is high, with the company boasting sole supplier status to a number
of customers and 33% of revenue being contracted. The company
is an industry leader, recognised via numerous POPAI awards, in a
buoyant and growing sector.
The shareholders are seeking a full sale to pursue retirement, with
consideration to be given to including the freehold premises in the
sale, subject to negotiation. This opportunity is an ideal acquisition
for an international organisation seeking a UK foothold or print
organisations looking to acquire PoS/PoP capabilities.
LOCATION: NORTH UK
SECTOR: PRINT/PUBLISHING, ADVERTISING & MEDIA
Design and Print Company Specialising in PoS/PoP
Displays for High-Street Retailers – PRI326
The company specialises in recycling all forms and grades of
plastic, particularly high molecular plastics. Plastic scrap is sorted,
ground into flak and washed. The clean flake or pellets are sold
to companies that in turn produce new products with the recycled
plastic. The company utilises a superior, patented friction washing
process that consistently produces the highest-quality recycled
plastic in the market. Currently, the company processes over 60,000
tonnes of plastic annually in its 300,000 sq. ft. facility. The facility is
conveniently located within close proximity to state ports, providing
the capability to export and import plastics with ease.
Over the last 25 years, the company has established a solid
reputation and long-lasting customer relationships. The owner is
approaching retirement and is no longer active in the day-to-day
operations of the business. There is a solid management team in
place for new ownership to build upon. The owner would like to see
the company continue to grow and profit in the right hands. The client
is seeking a full exit, is flexible on structure, and is willing to help new
ownership in a consulting capacity after the sale, if necessary.
LOCATION: NORTH CAROLINA
SECTOR: WASTE & RECYCLING
Leading Recycler of Plastic Scrap – WAS546
REVENUE: $20.6M EBITDA: $261K

Multi-disciplinary consultant; recognised as the largest independent
consultancy in Northern Ireland providing project management, civil
and structural engineering and architectural consulting practices. The
company is currently the leading supplier of professional services
to Northern Ireland Water, with 52% of sales directly linked to
projects in this industry and a track record of more than 50 years.
Major projects in the education, leisure and social housing sectors
demonstrate the company’s proven ability to deliver large, multi-
disciplinary contracts including some of Northern Ireland’s most
iconic award winning projects and others completed as far away
as Ghana.
Two of the three shareholders are willing to remain with the business
post-sale in their current capacity for two to three years, with the
other willing to remain long term and is also prepared to consider a
retained shareholding as part of a deal.
LOCATION: NORTHERN IRELAND
Leading Engineering, Architectural and Project
Management Consultancy – BUI280
REVENUE: £6.5M EBITDA: £1M
The company is a leading provider of “go live” training and
implementation for hospitals and healthcare facilities converting to
electronic medical records (EMR). Over the years, the company has
established a network of over 3,700 industry-leading consultants
with extensive experience working with all major healthcare IT
systems, including Epic, Cerner, MEDITECH, Allscripts, McKesson,
and Siemens. The company’s network of medical professionals and
IT consultants provide on-site services across the United States. Since
all consulting services are completed on the client’s site, the business
can easily be relocated anywhere in the U.S.
In 2015, the company successfully completed 55 projects and
recorded $8.7M in revenue and $1.1M in adjusted earnings. After
hospitals convert to an EMR platform there is a need for ongoing
IT support, opening up additional opportunities for the company
to diversify its revenue streams. The company is in the process of
implementing additional high-level consulting services during
the next 12 to 24 months. The owner is interested in exploring
growth options. The owner is flexible on structure and excited to
remain with the business to assist new ownership with growth and
expansion goals.
LOCATION: ALABAMA - RELOCATABLE
SECTOR: HEALTHCARE IT
Healthcare IT Training and Implementation – ITT648
Installation, supply and maintenance of maritime communication,
navigation electronics and entertainment systems for commercial,
oil and gas, military, and leisure clients. Operating over nine
strategically located coastal sites; the company services domestic
clients as well as larger international customers.
Benefiting from frequent legislative change, which provides sector-
wide remedial work, as well as regular income from annual surveys
and performance testing, the company has achieved year-on-year
turnover growth.
The current shareholders are amenable to staying with the company
post-sale, with the majority shareholder willing to remain in a
directorial role for a two-year handover, subject to terms.
LOCATION: UK
SECTOR: MOTOR, TRANSPORT & MARINE
Marine On-Board Electronic Systems Company –
MOV764
The company, consisting of two entities, is a minority owned global
manufacturer, distributor and service providers of CATV and
information technology in the United States, Latin America and
the Caribbean. It has been a top US exporter since 1999 for over
150 countries. The products and tailored services include customer
universal remote controls, replacement AC adaptors, cable
accessories, modems and more. The company has a long tradition
of innovative product manufacturing and continues to expand its
product line and services to meet emerging customer needs. It is
strategically located with corporate offices in Miami, FL and has
manufacturing and shipping facilities in a US Caribbean territory.
The company’s combined revenues since 2013 have exceeded
double-digit rates. It reported revenues of $10.8M through
September 30, 2015 with an EBITDA reaching $2.1M for the same
period. The company has been experiencing robust net revenue
growth over the past two years. This growth in revenue, coupled
with an efficient process that keeps cost of sales steady, has allowed
gross profit to swiftly increase at annual rates ranging from 31 to
58% since 2011.
LOCATION: MIAMI, FLORIDA
SECTOR: IT & TELECOMS
Global Manufacturer, Distributor, Service Provider
of CATV and Information Technology – ITT1099
28 UK Listings: Call +44 (0)161 359 4404

One of the leading technology and service providers of boutique
brokerage and custodial services to registered investment advisers
(RIA). The company has three real-time custodial software interfaces
that encompass a CRM-centric, robo-solution, and web-based
platform to deliver direct feeds. The technologies that are offered
free to advisers, have various permission levels, are able to
accommodate both fee and commission-based advisers, and can
complete the full on-boarding process which saves time for advisers
in the long run.
Considered one of the largest custodians in the RIA business, ranking
behind Schwab, TD Ameritrade and Fidelity. The capabilities include
model and complex trading, fee-based billing system, new account
generation, performance reports and has invested approx $8M in
technologies as of Q1 2016. Along with excellent customer service
and a user-friendly interface, the company has a loyal and skilled
team of developers.
The company’s headquarters operates out of a 21,000 sq. ft. office
space and a state-of-the-art, secured data center. There are three
minority shareholders and one majority shareholder who are
looking to de-risk. They are seeking a purchaser that can take the
company to the next level. The majority shareholder is able to remain
with the business for a transition period to ensure a smooth transfer
of ownership.
SECTOR: SOFTWARE
Brokerage & Custody Services Software
Developer – FIN1095
REVENUE: $6.7M
A manufacturer and supplier of original equipment for OEMs,
particularly specialising in replacement exhausts for the automotive
aftermarket.Thecompanyhasimplementedabespokemanufacturing
process to allow production of own range and other manufacturers’
exhaust systems, enabling it to cater for all major makes and models
of vehicles. Contracts are in place with buying groups in the UK and
Northern Ireland, securing significant levels of repeat custom and a
guaranteed source of income.
Operating from numerous sites in the UK, consideration can be given
to including the freeholds in the sale. The shareholders are seeking
a full sale to pursue retirement plans and are prepared to offer a
handover period to ensure a smooth transition to new ownership.
LOCATION: NORTHERN IRELAND
SECTOR: AUTOMOTIVE
Manufacturer and Supplier of Exhausts to UK
Automotive Aftermarket – AUT017
Major subcontractor to the construction industry, specialising in
the excavation, earth moving, crushing, washing and recycling of
aggregates for resale to clients in the UK. The company services
over 500 blue-chip commercial developers and private construction
companies with c.95% repeat business. The company is capable of
operating autonomously under the current management team. It’s
purpose-built, 10 acre site in the North West, consisting of washing
plant, yard, workshop and offices, is owned by the shareholders
and leased back to the company and can be included in the sale,
subject to terms. Continual investment is made to upgrade assets and
processes, with specialist equipment including mobile washing plant
and dry crusher.
The second tier management team is looking to remain with the
company long term, post-sale, with a number of individuals already
taking over the exiting shareholders’ roles. The majority shareholder
is willing to stay on in a reduced capacity for up to three years.
LOCATION: NORTH WEST ENGLAND
Excavation, Earth Moving and Aggregate Recycling
Subcontractor to Construction Sector – BUJ029
Technical staffing firm that concentrates in recruiting individuals for
contract, project, and permanent placement. The company has an
impressive reputation and is located in Austin, a tech hub. It has
experienced employees as well as a highly skilled market manager
and recruitment team.
The company has a large database of talent and a network of
client relationships that allow the company to remain successful. The
company leases a 4,200 sq. ft. office space from an unrelated third
party. It has been at this location for eight years and has four more
years left on the lease.
The two shareholders are looking to de-risk through partial or 100%
sale of the company.
LOCATION: AUSTIN, TEXAS
SECTOR: RECRUITMENT & TRAINING
Technology Recruiting Agency – REC823

Designs and builds low voltage electrical control systems, from
standalone distribution panels to intelligent motor control centres, as
well as manufacturing bespoke stainless steel equipment, primarily
for road tunnel applications. Diverse client base operating across
a wide range of industries including aggregates, agrichemicals,
infrastructure, food and beverage, and pharmaceuticals. Well
established brand in the industry for over 30 years.
The company has full in-house capabilities from conception to final
handover, in addition to a dedicated design team providing clients
with bespoke and cost efficient systems, ranging from intelligent,
non-intelligent, fixed and withdrawable solutions. The company’s
design team can provide a control solution for any application a
client may have and services a wide customer base across various
industries including oil and gas, petro and agrochemical, education
and healthcare.
The company has developed a number of specialist solutions for LED
tunnel lighting for use in the road tunnel sector and has developed
technical solutions alongside metalwork manufacturers to improve
products in the marketplace.
LOCATION: EAST ENGLAND
SECTOR: ENGINEERING
Bespoke Electrical Control Panel Designer and
Manufacturer – ENG172
Software developer pairing 30 years of trusted consulting expertise
to its user-friendly, customisable technology. The company caters
to life and annuity insurance agencies and has a stable, monthly,
recurring-revenue model in place. The team has extensive hands-
on experience in all aspects of insurance operations and all major
types of insurance products with a comprehensive and flexible
software solution. The company’s key customer relationships span
20 years and encompass international customers, as well as a blue-
chip customer base that includes Humana, Zurich, MassMutual, and
New York Life.
Operating from a 14,000 sq. ft. facility leased from an affiliated
entity. There is room to grow in the current location, which is about
70% occupied. The owner runs the company as a lifestyle business
and is looking to exit to pursue retirement. He is open to remain
with the company for a handover period in a consulting capacity to
facilitate the transfer of knowledge.
SECTOR: SOFTWARE
Insurance Software Developer – PRO1153
Highly profitable label production company with full in-house studio
capable of offering 24 hour production to a loyal and diverse
customer base, located throughout both the UK and overseas. The
company operates across varied sectors including pharmaceutical,
healthcare, retail, and food and beverages, and has demonstrated
continuous growth over the last five years whilst maintaining
exceptional gross profit margins (>65% before direct labour) and
EBITDA (>20%).
Loyal customer base (c.90% repeat business) consisting of blue-chip
organisations, with the top 20 customers representing c.60% of total
sales. Currently has eight long term agreements in place contributing
40% of sales and providing a regular income stream. The company
boasts an experienced management team who are willing to remain
post-sale.
Plannedgrowththroughexpansionintohighervalue-addedmarkets,
additional products and services and potential for geographical
expansion into other areas of the UK.
Market-Leading, High Quality Self-Adhesive Label
Manufacturer – MAN060
Headquartered in Florida, this company is a fully integrated
manufacturer of electrical control systems. It has years of experience
in the industrial and waste water industries, specialising in the
development and commissioning of custom-engineered industrial
electric control panels and hydraulic power units. The company has
a strong, and continually growing, presence in the car wash industry
reaching over 1,000 car wash companies. In addition, the company
also serves wastewater industries.
The company has experienced steady operating growth since 2011.
In 2015, it reported net revenue of $5.5M and EBITDA of $933K.
The company has maintained a healthy financial position over the
past five years with current assets remaining steady at an average of
93.3% of total assets and current liabilities averaging 19.6% of total
assets for the period 2011 to 2015. The company has proved year-
over-year that revenue is growing at a faster rate than the resources
required to generate the revenue.
LOCATION: FLORIDA
Manufacturer of Industrial Electric Control Panels
and Hydraulic Power Units – MAN835
30 UK Listings: Call +44 (0)161 359 4404

Specialist engineering operation, providing design and assembly
of industrial control and motion safety systems and software.
With approximately 20% of revenue derived from contractual
maintenance agreements, the company holds a significant position
in the Scottish marketplace and boasts blue-chip clientele including
General Electric and William Grant.
Consistent year-on-year growth in both turnover and profitability,
coupled with formal partnership agreements with major control
system manufacturers, provides an ideal-bolt on opportunity for
both domestic and international industry players.
LOCATION: SCOTLAND
Design, Assembly and Maintenance of Industrial
Motion Control Systems & Software – MAN1041
Company designs and distributes a collection of interactive
student day planners to schools and school districts nationally and
internationally. It has been operating for over 18 years in Houston,
Texas and has a very predictable revenue stream. The company
has a strong reputation with experienced team members. It caters
to a long-term repeat customer base and products are exclusively
designed in house.
The company has the ability to customise products to fit a school’s
need. There are two owners who are exiting for retirement and are
looking for a full sale of the company.
LOCATION: HOUSTON, TEXAS
SECTOR: DISTRIBUTION & STORAGE
Custom Designed Planners for K-12 – DIS1057
BENCHMARK INTERNATIONAL
HAS THE GLOBAL REACH YOU NEED.

A leading pioneer in the creative design industry, developing digital
marketing strategies and design driven campaigns. The company has
seen enquiries increase by 250% and revenue increase three-fold,
as new business technologies in emerging app and web products
have come to fruition, following twelve months of metamorphosis
from a creative design-based company to an app and 3D
business specialist.
The company uses cutting-edge gaming technology and drone
cameras to create highly defined, virtual-360 degree augmented
realities, in addition to gesture control to create innovative,
interactive content to showcase buildings and scenic views. Its
mastery of emerging technology is demonstrated in a variety of
mediums, including app development, ecommerce and web design,
and animation.
Boasting high-end, blue-chip clients across a variety of industries –
in both the UK and worldwide – the company serves sectors such as
property, finance, tourism, medical and recruitment.
Creative Design Industry Pioneer, Helping
Businesses Develop their Digital Marketing
Strategies – PRL440
The company specialise in in-bound emergency telecommunication
services and incident mitigation assistance for companies that
manufacture, handle, or utilise hazardous materials. Services
provide compliance with DOT 49 CFR 172.604 and OSHA 29
CFR 1910.1200. The company is an industry-leader in regulatory
compliance field with increased national and international regulation
and will continue to thrive in the future. It is one of a select few that
are recognised as a recommended provider by the Department
of Transportation.
Its customer base has been built strictly on referrals exceeding
7,000 accounts. 50% of their customers have been with the
company for more than ten years, many up to twenty-five years.
The compound annual growth rate in adjusted EBITDA from 2013 to
2015 is 32%. Their emergency response centre operates 24/7/365
and has one of the largest Safety Data Sheet (SDS) databases. It
represents customers in over 40 industries; this includes multinational
corporations, Fortune 500 companies, and a variety of public
sector organisations.
LOCATION: US
SECTOR: HAZARDOUS MATERIALS & COMPLIANCE
In-bound Emergency Telecom Services & Incident
Mitigation For Hazardous Materials – PRV208
UK Listings: Call +44 (0)161 359 4404
FIND OUT TODAY BY CALLING
BENCHMARK INTERNATIONAL
32 UK Listings: Call +44 (0)161 359 4404

Hire and sale of plant, machinery and equipment to the construction
industry, private companies and individual end users. Fleet includes
extensive range of plant and machinery, including 80 excavators,
90 dumpers, 30 compressors and 40 industrial pumps. Revenue
is made from a number of streams - plant hire (totals 80%), repair
workshop (15%) and resale of equipment (5%).
The company operates from two well-equipped sites in Essex,
England, with a strong market presence in East London, Hertfordshire
and Kent.
The shareholder is willing to provide a short handover to facilitate
a smooth post transaction period and believes the second tier
management team are well positioned to quickly take over
this position.
The balance sheet is strong, with no long term, interest bearing
debt shown.
SECTOR: HIRE
Hire and Sale of Plant, Machinery and Equipment
to the Construction Industry – HIR027
The company designs and installs professional and technical
working environments, specialising in data centres, server rooms
and telecom facilities to blue chip corporations, such as Siemens and
Vodafone. Technical design, installation and maintenance of data
centres and server rooms totals around 50% of the company’s T/O,
with general, high-end office design and installation contributing the
remaining 50%.
The shareholders ensure the company is environmentally responsible,
utilising sustainable products and energy efficient technology and
continually assesses supply chains for environmental credentials
and innovation.
Of the two shareholders, the Financial Director is willing to provide
a short handover, and the Commercial Director is looking to remain
in his position long term.
The company operates from 8,500 sq. ft. industrial and office unit
located on a smart commercial estate in Southern England with
ample capacity to accommodate growth and also providing rental
income from sub-let. The property is owned by the shareholders and
can be considered as part of the sale, subject to contract.
LOCATION: SOUTH WEST ENGLAND
Technical Interior Designer and Fit-out Specialist
for Dataroom and Telecom Facilities – BUI410
The company is a manufacturer of cast stone and ornamental
plaster for both residential and commercial projects. Installation of
both cast stone and interior plaster is also offered for all customers.
They service the local Houston market with the capacity to expand
in surrounding areas. It is located in Houston, Texas, named the
number 1 Fastest-Growing Cities 2015 by Forbes.
The company has experienced robust revenue growth, doubling
year over year. It has a knowledgeable and skilled workforce as
well as superior and competitive products on the market. Due to its
reputation, there is a strong referral base for new customers.
Two shareholders currently own the company. One shareholder is
seeking a full sale to pursue focus on other business interests that
do not conflict with this company. The other shareholder is seeking
retirement.
LOCATION: HOUSTON, TEXAS
Custom and Unique Ornamental Plaster
Manufacturing – MAN1149
The business consists of a collection of co-located companies,
collectively referred to as the company. The company offer a wide
range of telecommunication solutions to licensed telecommunication
operatorsandvendors.Additionally,thecompanywholesalesitsown
brand of broadband access products (routers and other devices),
resells third party products, and provides equipment installation and
commissioning services to wireless telecommunications operators.
The company has established a solid reputation within the industry
for providing high-quality, customised solutions and products to
customers. Since inception, the company has cultivated long-
lasting customer relationships and enjoys 95% repeat business. The
company has done business in over 25 countries with a focus in
Florida; USA; Caribbean and Latin America; Europe; and Africa.
The company’s strong presence in the Caribbean and Latin America
present significant opportunities for growth. Both of these regions
have experienced a great deal of modernisation, regulatory
reform, and increased investments in the telecommunications
industry. The owner is seeking a strategic partner to accelerate the
company’s growth.
LOCATION: FLORIDA - RELOCATABLE
SECTOR: IT & TELECOMS
Telecommunications Service Provider and
Equipment Wholesaler – ITT181
REVENUE: $2.4M
US Listings: Call +1 813 898 2350

34
FYE DEC 31ST
- US $’000
Net Revenue
Gross Profit
Gross Profit Margin
EBITDA (**)
EBITDA Margin
2015
170,921
47,147
27.6%
32,639
19.1%
2014
141,902
35,992
25.4%
23,264
16.4%
FINANCIAL INFORMATION
(*) This figure is the sum of the US adjusted EBITDA and China’s book (unadjusted) EBITDA.

FEATURED
BESPOKE OPPORTUNITY
35
BY: CLINTON JOHNSTON // MANAGING DIRECTOR
T:+1 813 898 2350
E: JOHNSTON@BENCHMARKCORPORATE.COM
The business has four fully OEM-certified plants, two in the United States and two in China, supplying value-added value engineered
parts to a wide range of customers on six continents. While it handles both ferrous and non-ferrous metals, the business has been
developed to achieve significant competitive advantages related to lighter weight components and a dominant share of the company’s
contracted future revenue of over $1B through 2020 exploits this strengthening trend.
An intelligent process-driven buy or build evaluation determines which parts can be cost-effectively manufactured as the group has a
strong network of strategic partners in Asia that can be tapped to implement a subcontracting strategy when that route best serves the
customer and the business’ bottom line.
HEADQUARTERS
Midwest US and Shanghai region of China, within both countries’ primary automotive hubs
MARKET CURRENTLY SERVED
Global, primarily automotive OEMs
FACILITIES
US operations take place in facilities, 35% to 40% of which is available for expansion. US plants sit on a total of 54 acres and are leased
from unrelated third parties.
Both locations in China are also leased from unrelated third parties and contain over 440,000 sq.ft. of manufacturing space with an
additional 161,000 sq. ft. currently under construction.
OWNERSHIP
The group has grown the company to a level where additional resources are necessary to fuel continuing growth, expand manufacturing
capabilities and exploit the next stage in the company’s life cycle.
KEY FEATURES
• The group has secured contracted future programs exceeding $1.0B through 2019.
• Compound annual growth in net revenue of 26.7% from 2012 through 2015 with gross profit growing at a compound annual rate
of 31.6% over the same period.
• Immediate access to Tier-1 approval for several of the most well-known auto manufacturers in the world.
• Contracted revenues in 2016 from top five customers slated to be 34% (OEM - global), 19% (OEM in US), 14% (OEM in US),
13% (OEM in China), and 7% (Tier-1 supplier in US).
• Custom-built state-of-the-art robotic equipment increases production efficiencies.
• The US operations specialise in tight-tolerance design and focus on value-added services.
• Impeccable safety, compliance, labor, delivery, and client retention history.
MAO424 - A group of vertically integrated Tier-1 manufacturers of precision metal components with
facilities in China and the US, serving the global automotive market including the big three US OEMs as
well as major Chinese and European brands.

UK Listings: Call +44 (0)161 359 4404
36
What will happen when the day comes to pass the business
you and your family have built from scratch to a new owner?
This is a question many family businesses are reluctant
to consider but, with just 13% of companies surviving to
third-generation leadership, it is of vital importance that a
comprehensive exit strategy is in place should the need arise
to hand over the company reins – and to ensure its future
growth and success.
With PwC’s latest Global Family Business Survey estimating
only 16% of companies to have a documented succession
plan in place, there is no better time to work with a trusted
M&A partner to assess the key factors and timings that will
determine your succession.
OUTSIDE PERSPECTIVE
Many family business owners are wary about bringing
external managers into the company at a senior level, and
it is easy to understand why: younger family members have
often been identified as natural heirs from birth, occupying
roles at lower organisational levels or learning the trade
elsewhere in the industry to provide current owners the
confidence that their legacy is secure. However, as is widely
reported, third-generation family members in particular are
increasingly expressing a desire to walk their own paths in life,
and, for businesses that run on ‘family blood’, this so-called
‘sticky baton syndrome’ presents an enormous challenge to
overcome.
BUSINESS
FAMILY
BY: MISHA BROOKS // SENIOR ANALYST
T: +44 (0) 1865 410 056
E: BROOKS@BENCHMARKCORPORATE.COM

37
Fears arise around the cultural fit of those from ‘outside’ and
whose interests they have at heart. Regardless of its size, no
business will survive in the long term if its leadership does
not have the same motivation, understanding and vision that
made the company a success in the first place. How can this
be accounted for, especially if current family owners only
wish to partially exit the business and continue to influence its
trajectory in partnership with a successor?
This is where an M&A partner can identify and locate the
most suitable candidates to take your business forward. As
an intermediary, we are crucially able to provide a wider,
external perspective to give the best independent advice.
At the same time, we work closely with your existing, trusted
advisers – who know your business inside-out – to reach
our shared goal of securing the best possible long-term
deal for you.
FAMILY PLANNING
Your company’s root strategic assets play a huge role in
its value, future growth and profitability: family culture and
history, commitment to the local community and continued
leadership or influence are all irreplaceable and must be
taken into consideration by both sides in a potential deal.
As with any negotiation, it is important to retain an
emotional distance as prospective buyers look past the
blood, sweat and tears that have gone into building a
family empire, and instead turn to cold, hard numbers.
In this instance, we work to align all parties in their
understanding of both the tangible and intangible assets a
company owns, and their combined relevance to the final
agreement between the buyer and seller.
WHAT THE FUTURE HOLDS
We are entering into a crucial time for family businesses
across the global market. In China, 60% of national
GDP is generated by family businesses; however, its
‘succession crisis’ now sees 80% of second-generation
family members unwilling to take over the leading role,
as attitudes change in line with the country’s enormous
social transition. For family businesses around the world,
this holds extra significance as private Chinese enterprises
look to invest their wealth in foreign markets as Chinese
economic growth slows down and its stock markets react.
KPMG highlights that 55% of those who expect to pass on
leadership in the next two-to-three years do not feel their
successor is ready to take on the role.
For such a widespread lack of confidence among owners
to prevail – whether handing over their family business
to a relative or to an external party – demonstrates more
than ever that exit strategy planning is something that
needs to be done sooner rather than later if companies
forming the backbone of our society are to survive and
thrive in the long term.

EXPERT
ASK THE
UK Listings: Call +44 (0)161 359 4404
38
DO YOU HAVE ANY TIPS FOR SUCCESSFUL POST-MERGER INTEGRATION?
There are many things to consider when trying to achieve a successful integration, post-merger. This period
can be very busy indeed, and the work you do beforehand can prove invaluable in the midst of the
integration process.
Virtual Data Rooms (VDR) often play a big part during post-integration activity. They are a cost-effective and efficient
way to aid integration efforts, since critical information is already posted in a central, accessible format.
• Use an existing VDR to improve post-deal communication and automate the labour-intensive task of having to
share, track and monitor data.
• A VDR removes many logistical hurdles - such as distance and time zones - and ensures that all confidential data
needed post-deal is easily accessible.
• Since due diligence information, documents, contracts and personnel information are located in a VDR, it enables
new shareholders to give heads of departments access so they can quickly begin managing issues that affect their
business areas.
• VDRs can be used to empower your heads of department and their teams by giving vital (albeit, limited) access
to information about the acquisitions’ processes and systems. This will enable you and your team to make critical
decisions based on reliable data.
• Use the built-in Q&A function in a VDR to allow authorised members of your team to post questions in a central
location. Management can then tackle and track any concerns or potential friction, ultimately improving
communication and reducing last-minute delays to the deal.
BY: JOHN WAINSCOTT // SENIOR ASSOCIATE
T: +44 (0) 161 359 4432
E: WAINSCOTT@BENCHMARKCORPORATE.COM

TESTIM
ONIAL
WATCHTHELATESTTESTIMONIALSONOURWEBSITE
WWW.BENCHMARKCORPORATE.COM/RESULTS/CLIENTCOMMENTS
SIMONLEWIS//BRABNERSLLP
“W
henmanagingtransactions,theteam
atBenchmark
International
consistently
show
great
corporate
financeexpertiseanddeal-makingskills.Q
uitesimply,
theycareaboutsecuringthebestdealfortheirclients.”
39

World news headlines continue to be dominated by the oil & gas industry, which expects a year of consolidation that is
already in motion among the sector’s most famous names.
The industry’s largest players will be the focus of M&A activity throughout 2016: Halliburton’s controversial acquisition of
Baker Hughes continues to cause ripples throughout the sector, following the US Department of Justice’s (DOJ) decision to
file a lawsuit blocking the merger and opposition from the EU. The aftershock from its conclusion will continue to influence the
situation of other companies that are potential acquisition targets. The precedent for successful, larger mergers has been set
by Shell-BG and Schlumberger-Cameron, as majors adapt to market conditions that now seem likely to prevail for some time
to come.
OIL & GAS
M&A SECTOR
SNAPSHOT
BY: SUNNY GARTEN // SENIOR ASSOCIATE
40
T: +1 813 898 2350
E: GARTEN@BENCHMARKCORPORATE.COM

With M&A activity often determined by the availability of financing and cash, companies’ willingness to dispose of non-
core operations and the closing gap between buyers’ and sellers’ valuations of assets, the knowledge and experience that
comes with using a trusted M&A partner will be more important than ever in this defining year for the industry.
DRILLING DOWN
Figures from 2015 suggest the trend for larger deals will dominate M&A activity in the sector, with Royal Dutch Shell’s
merger with BG Group – concluded in Q1 2016 – accounting for as much as 54 per cent of the upstream deal value total.
Shell’s £36B acquisition of BG is expected to boost its cash-flow profile across almost all oil-price environments, and will
also increase its scale in liquefied natural gas and deep-water projects in Brazil, both of which saw better-than-expected
results for BG in 2015. Meanwhile, Schlumberger’s completed $14.8B deal for Cameron International further reflects the
industry’s appetite for large M&A targets to equip them for survival in a harsh environment. The world’s largest oilfield
services company purchasing the oilfield equipment maker creates a unique market offering: an integrated, pore-to-pipeline
product for the global oil & gas industry.
These deals stand in stark contrast to the tumultuous activity that has surrounded the merger between Halliburton and Baker
Hughes, the world’s second and third-largest oil services companies, respectively. The $35B deal has been subject to a
lawsuit filed by the US DOJ due to its conclusions regarding the anti-competitive nature of the takeover, citing concerns in
23 markets across the globe. Whereas the Schlumberger-Cameron merger allows the former to diversify further into deep-
water, while leveraging Cameron’s offshore drilling hardware capabilities, Halliburton and Baker Hughes seem ultimately
intent on becoming a dominant force in an industry that would lack the presence of a third strong competitor, despite their
protestations that the DOJ’s action is “counter-productive” in the industry’s current environment and will bring cost-savings
and efficiencies to customers. Halliburton’s termination fee payable to Baker Hughes also helps to explain the efforts it made
to try to push the deal through – an incredible $3.5B – and the repercussions from its outcome will shape the industry for
the rest of 2016.
SEA OF CHANGE
Oil & gas M&A activity is expected to surge if the Halliburton-Baker Hughes deal collapses, leaving both looking to invest
their cash in smaller, attractive targets such as Oceaneering International, Flotek Industries, Weatherford International and
Franks International, according to Bloomberg data. In particular, the former’s $3B valuation, free cash flow and leading
market position in robot-controlled subsea oil well inspection and repair equipment makes it a desirable proposition. GE
Oil & Gas, which explored potential bids to acquire parts of Halliburton necessary for the merger’s approval, may now
consider acquiring part or all of Baker Hughes.
One of the difficulties with such mergers has been the lack of cash available to other market players to snap up potential
divestments of larger businesses. Accessing sufficient amounts of cash to fund these deals is the challenge faced by buyers
and growth strategies must be carefully considered with both short and long-term perspectives. The ability to source equity,
given the current low valuations of oil & gas companies placed on them by lenders - as well as difficulty in funding M&As
through low-value-share deals - may leave private equity firms in a prime position to drive potential M&A activity, as oil &
gas acquisitions can be left on the books in anticipation of an industry turnaround.
Our responsibility is to ensure our clients in the oil & gas sector have exit and growth strategies that continue to stand up
to scrutiny. Constantly changing predictions for the industry will drive the need for re-evaluation and once-in-a-generation
opportunities will present themselves to those who are sufficiently prepared to ride the challenging waves in pursuit of blue
skies for the oil & gas sector.
41

Sam Smoot
International?
I was an account executive with a document
solutions company.
I owe it to my co-workers and our clients to give my
full effort. Also, my wife and I are expecting our first
child and I want him or her to live as comfortably
as possible.
Who is your inspiration?
Pamela “Mom” Smoot. She is still the most selfless
person I have ever met.
Favourite meal?
Bistec Empanizado (Breaded Steak) with yellow
rice and black beans.
were twenty?
Do not miss any opportunities to spend time with the
people that you care about most.
of work?
Earned an MBA while continuing to work full time.
What is your drink of choice?
Yuengling Traditional Lager.
What’s the best advice you’ve ever been given?
Whenever I was dragging my feet in practice my
football coach would tell me “quit feeling sorry for
yourself.” Several years later I still apply it to my
everyday life when new challenges arrive.
What’s your favourite movie?
It is difficult to pick a favourite but I would have to
say “The Sandlot”. I still quote the movie at least
once every day.
If you could invite three people (dead/alive) to a
dinner party who would you chose?
Michael Jordan, Chris Farley, and Jimi Hendrix. All
have mastered their craft.
“Spend time with the people that you care about most.”
DIRECTOR
SPOTLIGHT
T: +1 813 898 2356
E: SMOOT@BENCHMARKCORPORATE.COM
42
FINANCIAL MAGA-
42

43
Benchmark International’s ethos has always been to recognise talent and to recruit driven,
enthusiastic people. As well as hiring only those individuals with the necessary attributes to
carry out their hard work in a professional and diligent manner, Benchmark International
places great emphasis on coaching and support from seasoned professionals.
The Benchmark International Graduate Scheme has been in place for many years and it
is heartening to see that recently announced promotions include team members from the
programme. We are extremely proud of the team members we bring in at graduate level
and who go on to rise through the ranks, validating our commitment to supporting our
people in their personal and professional aspirations.
Benchmark International has recognised the outstanding contribution made by three of
its members at our Northern Headquarters and our warm congratulations are extended
to each as they take up their new posts as Associate Directors: Bhavina Halai, Jonathon
Parkinson and James Robinson.
All three have shown commitment and drive that will no doubt see them continue their
career path at Benchmark International in their respective fields, and we look forward to
their contribution as the business continues its year on year growth and expansion.
On announcing these well-earned promotions, James Thornton, Chief Operations Officer,
said: “these promotions reflect our commitment to investing in our people and our business
so that we can provide an optimum service to our clients.
The above achievements highlight that Benchmark International is made up of many
talented individuals; however, it’s when the effort of each individual is combined into the
‘client-first’ team-ethos that we truly achieve success.
As we continue to build Benchmark International, we also build career opportunities - and
we’re grateful that everyone on our team is along for the journey with us.
It is nice to pause for a moment to reflect on the journey so far and to give ourselves a
pat on the back - WELL DONE to Bhavina, Jonathon and James and a big thank you to
EVERYONE for another great year.
Here’s to more of the same and better!”
GRADUATES CARVING OUT A CAREER AT BENCHMARK INTERNATIONAL UK
AUGUST 2014
43
BY: JAMES THORNTON // CHIEF OPERATIONS OFFICER
PROMOTIONS
T:+44 (0) 1865 410 050
E: THORNTON@BENCHMARKCORPORATE.COM
BHAVINA HALAI JONATHON PARKINSON JAMES ROBINSON

BY: MATTHEW CRISP // DIRECTOR
44
Benchmark International enjoyed a highly successful year in 2015, completing record numbers of deals across each of its
UK and overseas offices.
However, special recognition goes to the North West UK office, which was placed top of the table by deal volume in
Experian’s North West and Manchester Annual Corporate Finance Review 2015.
With 40 deals secured solely by the North West office during 2015, it completed more than double the amount of deals than
any other adviser in that region, including BDO LLP (18), KPMG (17) and Grant Thornton (17).
NORTHERN
POWERHOUSE
T:+44 (0) 1865 410 050
E: CRISP@BENCHMARKCORPORATE.COM

The Mark Vol. XIII Issue II - Benchmark International M&A Publication

The Mark Vol. XIII Issue II - Benchmark International M&A Publication

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