A Guide to International Expansion

Next level expansion

Auxadi
  • Carve-outs y desinversiones
  • Oferta Pública de Venta (OPVs)
  • ¿Cómo funciona una IPO y qué oportunidades ofrece?
  • Pros y contras
  • Pasos clave de una salida a bolsa
  • Fusiones y adquisiciones (M&A)
  • COLABORACIÓN: McDermott Will & Emery
  • Madurez organizacional

Carve-outs

When considering next level expansion, carving out certain segments of your business can be an efficient and effective way of freeing up capital for further investment into your core operations. Carve-outs can be an opportunity to release assets that aren’t necessarily serving the company or relevant to your overall growth strategy. Companies typically use carve-outs for subsidiaries that are outside the parent company’s main operational focus.

But, the carve-out process can be complex, particularly in cross-border settings – which is why engaging the right third parties to provide support is vital for success.

Carve-outs can be a useful restructuring strategy for your business and beneficial in streamlining your operations, improving cash flow as well as proving convenient for tax savings and benefits. They’re also a popular strategy when exploring cross-border opportunities, as carve-outs can act as a means to optimise balance sheets or deploy capital in anticipation of recessionary pressures.

And there’s been a COVID-related increase in the number of businesses restructuring and looking for a stronger focus on their ‘core’ business, with companies being encouraged to sell off those assets that are no longer profitable. This has resulted in increased deal activity as companies look to revaluate their business portfolio and adapt to changes within the market as a result of the global disruption.

Despite carve-out deals often being more complex than standard acquisitions, buyers can have the opportunity to acquire at a lower price, which is proving an attractive option for many organisations

As corporates look to reassess operations in the aftermath of the pandemic, the number of carve-outs is expected to rise as major corporates dispose of businesses that are no longer relevant to their long-term strategy. In fact, Harvard Law School reported that “H2 2020 witnessed $254 billion in private equity carve-outs, according to data from Dealogic. The momentum carried over into 2021: In H1, US$281.1 billion in such deals was recorded, a 197% year-on-year increase.” Despite carve-out deals often being more complex than standard acquisitions, buyers can have the opportunity to acquire at a lower price, which is proving an attractive option for many organisations.

Pitchbook’s 2021 US Private Equity Outlook, forecasts that carve-out deal values will hit the highest level on record this year, stating that “while many large companies are struggling, private equity firms have been raising hundreds of billions of dollars and sit on around $1 trillion in dry powder… and they are now seeking massive transactions to swiftly spend down this cash pile”.

However, strategically growing your business is a multi-layered undertaking – one that demands painstaking attention to detail and the ability to meticulously plan strategies from beginning to end. And, while buying into non-core assets can be a smart option, particularly for private equity sponsors, the legal, operational and financial aspects can be challenging, requiring expert knowledge of the design and implementation of these types of transactions.

Having an experienced partner at your side can make a huge difference between a successful transaction and a failed one. Not only will you have peace of mind that your business is operating at its fullest potential, but you can focus on the value-added aspects of restructuring, like getting the best price for your carve-out, retaining your best people and expanding your core business.

Outsource Partner Checklist

If considering a carve-out, you should look to engage a third-party partner who:

  • Can provide advice and expertise to unravel the complexities of carve-out transactions.

  • Can help streamline your operations by relieving you of the administrative tasks involved in these types of deals.

  • Has a strong global presence to assist with local restrictions and legislative barriers.

  • Has ‘full service’ capabilities, so you only have to engage one partner across your global operations (e.g. tax compliance, HR, payroll, accounting and reporting).

  • Has expertise in both global and local regulations to ensure compliance and maintain due diligence across your operations.

  • Will support you by helping mitigating risks and control costs.

Initial Public Offerings (IPOs)

After expanding your business into the company it is today, likely to be top of your mind is your next level expansion strategy – how you can continue growing. An initial public offering (IPO) can be an attractive option for businesses looking to enhance their international profile, to expand into new territories and attract and retain talent.

Not only are IPOs common in larger privately-owned companies looking to list and trade publicly on stock exchanges, but they’re also a viable option for smaller businesses seeking the required capital to expand their operations.

However, going public is a huge decision for any business. Preparing an IPO is not only time-consuming and costly, but also risky when it comes to guaranteeing investor interest. And listed companies are open to greater public, regulatory and reputational scrutiny.

It’s important to take the time to understand the complexities and challenges you may face going down the IPO route. You should also research and engage the right partners to help lift the burden of navigating these complex environments, and implement a successful approach to taking your business to the next level.

IPOs are a viable option for smaller businesses seeking the required capital to expand their operations

How does an IPO work and what’s the opportunity?

An IPO not only exposes companies to increased public scrutiny, but the process also involves filing a veritable mountain of paperwork to meet the requirements of the regulator that oversees public companies. An underwriter (usually an investment bank) is hired to help manage the process from start to finish, producing the relevant documentation and scheduling investor roadshows. Once the initial stock price is set for the IPO, the underwriter issues shares to investors and the company’s stock begins trading on a public stock exchange.

In general, the IPO process can take between one to two years to carry out successfully.

According to Forbes Advisor, IPO activity was significantly higher in 2020, hitting levels higher than in 16 of the previous 20 years. The year 2021 is set to host numerous highly anticipated IPOs.

As Statista reports in ‘Largest IPOs worldwide as of July 2021’, China has recently emerged as a leading IPO market but the United States remains close behind in terms of IPO volume. In 2020, 407 companies in the U.S. alone made their public-market debut, with the largest U.S. IPO being by Alibaba Group Holding in 2014, raising US$21.77 billion.

Pros and cons

There are a number of possible advantages of going public including; better access to capital, stronger financial position, better brand recognition, new liquid M&A currency, and better incentives to attract, retain and reward talent.

However, with advantages come potential drawbacks, including: the drain on time and resources; the need for greater transparency and disclosure of company financials; greater risk exposure; and the pressure to meet investor expectations as well as corporate governance requirements.

Key steps of an IPO

Understanding your strategy

It’s important to be sure you’ve carefully considered your decision to go public. Make sure you’re fully informed of the potential risks and returns. The potentially volatile nature of political, economic, and interest-rate environments means timing is everything, and you need to understand the right time to be able to fully leverage the IPO windows of opportunity.

Planning is key

The planning process is key to success when it comes to this pinnacle moment for your company’s future. There are many different paths and options to consider when going public – by being prepared in the early stages, you can be more efficient and save costs later down the line.

Building your IPO team

You need a good team onboard who are experienced and understand the market and process behind an IPO. You need experts who can prepare the relevant paperwork, seek necessary approvals, and provide sound advice and counsel along the way.

Knowing which stock exchange to List on

As part of the IPO process, you need to decide which market, geography and stock exchange to list on. Therefore, you need to understand the entry and listing requirements for various exchanges and they, along with the relevant regulator, should be approached early on in the process.

Choosing your IPO structure

There are many different corporate structures you could use when going public and selecting the right one is crucial for driving value. Will you go for a traditional IPO structure? Or would an alternative option, such as a direct listing or a SPAC, better suit? Take time to explore your options and weigh potential pros and cons of each before making the final decision.

Attracting investors

It’s important to build a clear vision and story to define how the company will be positioned in the market – vital for the business valuation and for attracting investors. Be prepared to launch an IPO roadshow; an opportunity to market the shares to institutional investors to generate interest and understand what potential demand/value of shares will be.

Setting your issue price

Once you’ve received regulatory approval, and based on your company financials and the demand indicated by your roadshow, your IPO team can finalise the offer price and the number of shares being issued to investors.

Going public

Once listed, you need to expertly manage your public perception in the market. Communicating regularly with your investors, analysts, and releasing company financials are essential for your success – as communication will directly impact the value of your company’s stock. You’ll also need to stay on top of ongoing regulatory and reporting obligations to ensure you don’t fall foul, and risk large fines and reputational damage.

An IPO can be a hugely strategic and rewarding path for your company when looking to take your business to the next level.

Not only does it give you more publicity, a higher-market profile and further opportunity to grow and expand, but the process itself can be relatively easy if you get the timing right, the right team in place and experienced partners and advisors on board to ease you through the process and ensure the long-term growth and success of your business.

SPACs

The past year has seen the rise of SPACs (special purpose acquisition companies) in the IPO market. According to Goldman Sachs, SPAC IPOs comprised more than half of the IPOs in the U.S. in 2020. 56 U.S. SPACs went public in the first three weeks of 2021.

SPACs have become an attractive alternative to a full IPO, as these generally stock-quoted structures raise money for the sole purpose for acquiring private companies. Once merged, these target companies then become public without having to pay for an IPO as all the costs are covered before the target company ever gets involved. The pandemic drastically boosted this trend, as SPACs could continue going public while many IPO plans were halted. According to PitchBook, a reason for the increased use of SPACs is that the value of a SPAC is tied to how much it raised from investors, and it’s therefore less susceptible to the ups and downs of the market.

While the process of a SPAC is a lot faster, less complex and less costly than a traditional IPO, it can be riskier as investors are able to withdraw their investments if they’re unsatisfied with the target company.

Mergers & acquisitions

Mergers and Acquisitions (M&A) can play a key role in international expansion. And, despite increased regulation, M&A can be a good option for achieving growth within your company. Not only does it offer the potential to jump start your entrance into new markets, but also to access top talent and reduce your costs. Our International Expansion survey showed, however, that 23% of respondents carry anxiety about the execution and funding of successful M&As, with a further 17% saying M&As are one of their greatest areas of concern when it comes to international expansion.

Purchasing a fully operational ‘going concern’ can be both easier and more difficult than building your own business in a new market from scratch. There are pros and cons to each route, to be sure – but, from the aspect of next level expansion, M&A offers one of the most direct routes for exponential growth and market share.

Buying an already established business may well be considered the easy way to expand. After all, there’s already a client base, all the key staff are in place and know what they’re doing – you can hit the ground running. If you can effectively manage concerns and expectations from clients and staff, then you can be making money from day one.

But it’s important to recognise that the M&A process takes time, effort, negotiation and patience. And the risks (such as business and regional culture clashes) must be considered carefully. Rigorous planning and a well thought out post-deal integration strategy is essential to ensure the M&A process is done successfully.

Rigorous planning and a well thought out post-deal integration strategy is essential to ensure the M&A process is done successfully

Your first step should be to ensure you’ve got the right people for your M&A project – both for research and analysis of opportunities and to effectively navigate the intricacies involved.

Then, research. Unless your diversifying, you’ll be looking for a company that does what you do and matches your sensibilities. You want a company that you can easily absorb and integrate, in a market you don’t currently reach. You’ll want a company whose people you can work with – because, depending on the size of the target company, those people will be in place after completion. On the most part, this is hugely beneficial as instead of having to hire new employees, you have experienced people already working at the acquired company. However, the challenge can be integrating two different working cultures, especially in countries with a different business culture or in companies that have a strong established company culture already in place.

A common way to do this is to look at a current partner; a company providing a service you don’t with possible referral agreements already in place. But they’re a partner because, as well as being great at what they do, their culture and values align with your own. That’s a key step to success, and one of the biggest things that can go wrong in any post-M&A integration – having to merge two totally different business cultures is inherently difficult and something to be avoided.

For this reason, it’s important to manage those employees involved in M&A carefully, to ensure that they remain engaged and in their positions at the company.

Once the process begins – when you’ve identified the target company and talks commence – your team will begin the complex and daunting task of due diligence. This can take a long time, both to receive required documentation from the sellers, and to properly review everything on the buy-side.

We at Auxadi know this process intimately, having completed acquisitions ourselves (a recent purchase instantly expanded our reach into five new countries in the Americas and exponentially increased both our reputation and global team). Not only that, we’re well equipped to help ensure books are maintained, taxes are properly paid and people are remunerated accordingly.

We’ve been through it. We can help you through it. And, we can help by taking your current back-office operations off your hands, so that you can focus your energies on your M&A project. Knowing these areas are well taken care of will give you the time and space to consolidate your vision for the acquisition/s.

McDermott Will & Emery

CONTRIBUTION

Diego Gómez-Cornejo
Partner

Unlocking more value in M&A and carve-out activity for cross-border expansion

Whether you’re a strategic or a financial sponsor, market appetite for cross-border expansion has never been stronger. However, as businesses become more integrated and supply chains more diversified, clients are facing an increasingly complex array of legal, strategic and commercial challenges when looking to unlock more value in M&A. In particular, carve-out activity is becoming increasingly common and is expected to grow in the coming years given falling oil prices, slow-growing economies and increased capital costs.

On the sell-side, a carve-out transaction can help a company that needs to refocus on core business competencies or that has a desire to unlock value in underperforming business units. And, buyers in the international carve-out market are becoming increasingly sophisticated, focusing more on long-term value rather than the lowest purchase price.

In spite of the increase of deal flow worldwide, there are still some misconceptions about inbound and outbound M&A, especially carve-out transactions. Understanding the intricacies of the legal landscape, cultural nuances and trends in market practices in the jurisdiction in which you plan on expanding into will help you make your next transaction a successful one. Below are examples of critical issues to be addressed in your next cross-border carve-out:

“Carve-out activity is becoming increasingly common and is expected to grow in the coming years given falling oil prices, slow-growing economies and increased capital costs.”

Buy-side

  • As a buyer, you’ll need to determine how best to address any key contracts or commingled contracts that cannot be “split” or otherwise unwound between seller and buyer. And understand the consequences of separating any applicable commercial relationships. Similarly, you may need to make arrangements to replace any guarantees, letters of credit or credit support arrangements material to the target business.

  • You should understand the nature and materiality of any IP assets owned by or licensed to seller and used in the carved-out business to determine who’ll ultimately own such IP and who’ll need a license.

  • To the extent the seller’s books and records for the target business unit are maintained on a consolidated basis, there may be complexity in transferring separate records for the carved-out business.

  • The buyer should understand the target business sufficiently well to be able to determine whether a transition services agreement (TSA), which sets terms for the seller to continue providing certain support services (such as IT and payroll) to the carved-out business for a stated term after the deal is closed, is necessary and, if so, what to ask for.

Sell-side

  • As a seller, you should determine whether you have available, or need to prepare, carve-out financial statements, including whether or not such financials are current, audited and otherwise sufficiently meet a potential buyer’s needs.

  • Will you seek to impose obligations on buyer to maintain similar employee benefits for some period post-closing? The employment and labour laws in each jurisdiction can vary significantly.

  • Consider a buyer’s willingness to agree to non-competition covenants and related scope against the carved-out business, which are typically multi-dimensional and buyer-specific. Equally, non-solicitation covenants pertaining to seller’s customers and suppliers will be a material issue for negotiation.

Planning and implementation are key to successful carve-outs. Dealmakers, and their third-party advisors, must focus not only on the operational issues associated with the transaction, but also take a holistic view of the legal, finance, IT, HR and tax implications of the process in order to successfully close on a carve-out transaction that benefits both the seller and the buyer.

“Planning and implementation are key to successful carve-outs.”

McDermott Will & Emery are a global, full-service law firm with unique expertise in the private equity, health care, tax, and private client sectors. They have offices in the major U.S. markets, as well as London, Paris, Frankfurt, Milan, and Singapore. If you’re a multinational company looking to discuss complex domestic and cross-border business transactions in connection with M&A divestitures, investments and other commercial activities, get in touch for more information.

Mature organisations

Regardless of industry, country or years of operation, all organisations go through the same phases of development and evolution, until they reach either organisational maturity or dissolution. Many authors have studied this path – like Richard W. Beatty and David O. Ulrich, who analysed the phase of reinvention in mature organisations; Larry E. Greiner, who listed the five phases of growth for Harvard Business Review; or William Torbert, who offered advice on overcoming internal bureaucracies way back in 1974.

The consensus is that organisations go through an average of four or five phases throughout their existence. These are:

  • the start-up (Donald L. Lester, John A. Parnell and Shawn Carraher baptised it as ‘existence’)
  • growth (known as ‘survival’ by the same authors)
  • maturity (Beatty, Ulrich, or Adizes)
  • renewal or descent. These last two aren’t consecutive, and their order sometimes depends on the organisational analysis model. In the renewal phase, we find mature organisations try to apply solutions to be more agile and flexible in their decision making. In the descent phase, the organisation begins to weaken and isn’t able to respond to the demands of the market.

In any case, the key for any organisation is to reach maturity.

Much has been written about when a company can be classified as mature, and not all in the same vein. While some sources point to organisational maturity as the lack of connection with the market or poor responsiveness, most approaches agree that organisational maturity is the state of professionalism where the purpose, mission and values of the brand have been verbalised and internalised. When functions are standardised and tailored to profiles (with senior management are focused on strategy and middle management are closer to the day-to-day) or when a company has the necessary internal processes to guarantee efficiency and operability, especially in relation to the financial function. In short: the company operates as it’s supposed, and intended, to operate.

Organisational maturity is the state of professionalism where the purpose, mission and values of the brand have been verbalised and internalised

If there’s confusion between the maturity and descent phase, it’s because companies are sometimes in situations of stability with respect to growth and market share. It’s here that organisations have two options (which aren’t incompatible with each other) – an internal one, i.e., to undertake a renewal process; or an external one, to look for new markets and take advantage of maturity providing a competitive advantage.

Does this mean that a company that’s still in a start-up or expansion phase cannot or should not consider international expansion? Not necessarily. The characteristics inherent to the organisations in these scenarios can also be competitive advantages, particularly for the challenges posed by internationalisation (such as a more horizontal structure in which decision-making is decentralised and, therefore, faster; or the efficiency derived from fewer human resources, implying greater versatility).

That said, what advantages does organisational maturity offer when undertaking international expansion?

  • Previous accumulated experience.
  • Resilience and ability to face the difficulties arising from the complexities of the process.
  • Human capital is trained and with knowledge of the internal dynamics of the company.
  • Resources are readily available.
  • Existence of a proven culture that guarantees the survival of the organisation.

So, how can an organisation reach organisational maturity?

  • Involve the C-suite in this process.
  • Define the purpose, mission, vision and values and communicate with your teams.
  • Identify a differentiating value proposition.
  • Analyse and eliminate barriers, pain points and stoppers.
  • Standardise processes, functions and communications.
  • Identify and develop leaders.
  • Align systems and processes, treating technology as a driver of change and business.
  • Put in the resources needed for growth.
  • Analyse and constantly measure, then implement necessary improvements – always aim to improve.

Challenges faced by mature organisations, especially in the process of international expansion, can include:

  • Resistance to change.
  • Organisational silo stocks.
  • Little or reduced interdepartmental collaboration.
  • Problems arising from internal communication (or lack thereof).
  • Cultural differences.
  • Lack of specialised internal knowledge in certain functions.
  • Difficulties arising from leadership.

If you’re a mature organisation looking to take your expansion to the next level, having a trusted third-party provider in place can be pivotal – taking care of your ongoing operations and back-office functions to allow you to focus your energies on your growth strategy.

Having a provider with best-in-class technology would also be extremely advantageous as they can help automate your processes and provide you with the real-time, consolidated data you need to effectively strategise.

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