In this episode, we’re taking a look at a unique independent sponsor’s M&A strategies. My guest Bakari Akil is the founder of Graves Hall Capital, which seeks to buy and run businesses where owners and founders are seeking an exit. Bakari will share his M&A journey and advice for enticing a seller to do business with you. He’ll also cover: Why he believes buying companies is the best wealth building strategy What types of companies he’s looking for The role of reps & warranties insurance And more Mentioned in this episode: http://graveshallcap.com https://linkedin.com/in/bakariakil Transcript Patrick Stroth: Hello there. I’m Patrick Stroth, trusted authority in executive and transactional liability and founder of Rubicon M&A Insurance Services, now a proud member of the Liberty Company Insurance Broker Network. Welcome to M&A Masters, where I speak with the leading experts in mergers and acquisitions, and we’re all about one thing here. That’s a clean exit for owners, founders and their investors. Today I’m joined by Bakari Akil, founder of Graves Hall Capital. Based in New York, Graves Hall seeks to buy and run businesses, where owners and founders are seeking an exit. And we recently had an article from Bloomberg about search funders. There’s been information about other types of buyers such as independent sponsors, so I thought it’d be great and ideal to have Bakari, who is out there in the market right now, come and join us. Bakari, great to have you. Thanks for joining us today. Bakari Akil: Thank you very much, Patrick. Patrick: Now, before we get into Graves Hall, let’s talk about you. What brought you to this point in your career? Bakari: Sure. So I am the founder of Graves Hall Capital. Graves Hall is effectively an independent sponsor. We bought companies, we’ve done a couple of
One of the main risks in M&A transactions is a so-called innocent, or accidental, misrepresentation. This is when a Seller makes an untrue statement about their company. They’re not doing it maliciously or “on purpose,” so it’s not fraud. Seems hard to believe, but in our quickly evolving regulatory environment, these issues can pop up more often than you think. But, in any case, even if not done intentionally, this misrepresentation is a big problem. Because… what the Seller said, and laid down in the Purchase and Sale Agreement, is not true. That means a misrepresentation like this can result
If you’re involved in lower middle market M&A, you probably know that traditional, Buy-side Representations and Warranty (R&W) insurance is not available to cover most transactions because of their small size. However, in recent years, alternative transactional liability coverage has come onto the scene for deals under $20M: Transaction Liability Private Enterprise, or TLPE. TLPE is Sell-Side insurance. This means the Seller is the policyholder (unlike Buy-side R&W coverage where the Buyer is the policyholder). In case of a breach of the Seller representations in the Purchase and Sale Agreement, the Buyer makes a claim against the Seller. The Seller in
When the world’s largest transactional insurance broker talks… you listen. I’m talking about Marsh McLennan, a Fortune 500 firm with a global reach that wrote more than 1,000 Representation and Warranty (R&W) insurance policies in 2022. Their Transactional Risk Insurance 2022: Year in Review report is an excellent resource for anyone involved in M&A, as well as the specialized insurance products like R&W that have become essential to deal-making. It’s a report worth taking a close look at…because in addition to reporting on trends from the past year… they are also looking ahead and forecasting what they believe will happen
I got a call earlier today… one that I wasn’t exactly happy to receive. But I feel like I should share the situation that I learned about because it showcases the importance of transactional liability insurance to cover M&A transactions. Here’s the situation… The caller had sold their industrial supply company in the Midwest for just about $3.5M. But, as the deal neared close, additional inventory, not initially part of the deal, was discovered. Buyer and Seller agreed that this inventory was worth $150,000. And the Buyer suggested that they would pay the Seller in installments of $10,000 over 15
Let me say this loud and clear right now: Every Buyer of a sub-$30M EV target should insist on a sell-side Representations and Warranty (R&W) insurance policy from their counterparty. This might sound strange. And I know that you’ve probably encountered many Buyers who are reluctant or resistant to the idea of even considering a sell-side insurance policy. After all, the Buyer is not insured under this coverage. The name on the policy is the Seller’s. A sell-side policy is only triggered when the named insured (the Seller) receives a demand from the Buyer saying there has been a breach
When looking ahead at 2023, it’s clear there are economic headwinds out there impacting deal-making, including inflation and the threat of recession. Big tech companies are entering a period of austerity, with giants like Google and Microsoft laying off tens of thousands of employees recently. They over-hired during the pandemic, and they are now having layoffs. But I’d make the case that lower middle market M&A, especially with regards to tech, media, and telecommunications firms and business services companies, will see no slowdown in deals… In fact, there could very well be an increase in transactions in the coming year.
Breaking Down Your Transactional Liability Insurance Options: No Insurance, Traditional Buy-Side, and New Sell-Side
When looking at options to cover a M&A transaction in the past, we’ve always said that you could either use traditional Representations and Warranty (R&W) insurance or… nothing. Nothing would often be the case for deal sizes under $20M, where R&W coverage simply does not extend these days except in very special cases. Now, we have a compelling third option, an innovative Sell-Side policy, for the smaller acquisitions out there. It’s called Transaction Liability Private Enterprise (TLPE). It was created just a couple of years ago by London-based CFC Underwriting but is now gaining ground in a serious way as
For many years, it was standard practice for Sellers in M&A deals with leverage to insist that Buyers forgo escrows as part of the terms of their deal and instead use Representations and Warranty (R&W) insurance. However, there is a catch … This process works only if the target’s pricing is above the Buy-Side R&W guidelines, which is $20M in most cases. And even then most insurers are reluctant to cover more than 30% of the purchase price.