M & A Corner

Autopsy of a deal – or two!

On January 31, 2025, Cincinnati, OH-based General Data Company (GDC) simultaneously completed the acquisitions of both Terre Haute, IN-based International Label Manufacturing and neighboring Brazil, IN-based National Custom Labels. It is possible that you have seen GDC’s official press release or a deal announcement in some of the trade publications, but that is never the whole story.

When you read a typical deal announcement from any company, you only read the end result and say to yourself, “That’s nice – good for them.” You do not get all the details. Corporate Development Associates (CDA) was retained by both sellers to find them new owners, and we did not initially plan to market them together.

During the summer of 2023 (yes, 2023), yours truly was contacted by Laurie Taylor and Lisa Gonzales, who owned International Label Manufacturing (ILM) in Terre Haute, which is about an hour due west of Indianapolis.

They had been approached by a private equity firm that owned a label company and wanted to expand. Laurie and Lisa wanted our firm to do an appraisal, and were considering the sale of ILM since they were in their mid-50s and both were (or soon-to-be) grandmothers.

CDA completed the appraisal, and just like with all of the appraisals that we perform, it was a range of value based on a number of factors. We told the owners that adjusted EBITDA was probably the metric that most buyers would look at and provided the multiple range. Of course, they did not like the lower end of that range and said they would hope that buyers would see the value of their customers, strategic location, etc. and pay the higher end.

The owners of ILM made a wise decision not to attempt to market the company themselves. We had explained to them that most acquirers would have much more experience at doing deals than them, and they needed professional help. As Abraham Lincoln once said, “A man who represents himself has a fool for a client.”

CDA was officially engaged to sell ILM in early August 2023. We warned the owners from the outset that ILM’s relative size and the fact that it sold to the trade could possibly be limiting factors. CDA made its normal approach to the obvious lists available to us, along with our proprietary knowledge of the private equity firms that are active acquirers in the label industry. Our warnings proved to be accurate – some interest, but nothing solid.

Soon after CDA landed the ILM assignment, Roger Buck, who is the managing director of CDA’s St. Louis, MO, USA, office, was approached by Brian Buckley, who was the owner of Brazil, IN-based National Custom Labels (NCL). NCL officially retained CDA to sell the business in mid-October 2023. Initially, I was spending my time marketing ILM and Roger his time marketing NCL. Each of us told prospective acquirers that a very similar company “close-by” was also available if interested.

In mid-December, a similar trade label manufacturer located in a major Midwestern city stepped-to-the-plate and produced a Letter of Intent for ILM – they did not have the bandwidth ($$$) to acquire both. There was a 90-day period of exclusivity in the LOI, so we were hamstrung until about mid-March of last year (2024). We wasted 90 days with the buyer wanting to bail on them several times, but our client wanted to hang in there with them.

From the period after NCL signed on in mid-October until the period of exclusivity with the Midwestern buyer terminated, we had several interested parties for each company. We had a very attractive in-writing offer from one of the more active private-equity firms, but it called for both plants to close and not to the liking of either client.

Roger and I then decided to market ILM and NCL as a “package,” with one of them obviously being designated as the surviving plant. This was not to their liking, but each was willing to go along and see what might transpire. We re-approached the same group of original potential acquirers and were met with the same “We don’t sell to the trade…” response. We are not sure why that is with the label industry – there are lots of great print distributor owner/principals out there today courtesy of RRD, Moore, Wallace, Duplex, Uarco, Data Documents, Reynolds & Reynolds, Standard Register, and others.

Yours truly decided to go back to General Data (Pete Wenzel is the owner) again, since he had initially turned down these opportunities due to GDC looking at yet another opportunity “closer to Cincinnati and able to be shut-down.” Bingo! By then (after Labor Day 2024), Pete said that his seller had decided to go with another acquirer instead and he was now able to give these deals his full attention.

The parties met for the first time in person at Labelexpo Americas and soon thereafter entered into Letters of Intent, which were drafted by CDA and in exactly the same format except for the purchase prices.

This was the first time in almost 38 years that CDA had sold two companies to the same acquirer on the same day, and we were not looking forward to dealing with multiple law firms for each. It was decided after some conversation with both clients that ILM and NCL would not use their historic law firms, opting instead on one per our recommendation that specializes in Mergers & Acquisitions. We have closed six deals with this firm and are of the opinion that one of its partners is the best we have run across in our 38 years doing M&A consulting. Frankly, neither Roger nor I believe we would have closed these transactions without their help and his counsel. If you might like to find out the name of this law firm, do not hesitate to reach out to me using the contact info below.

Deals are tough to do, and you need a few components to make sure they happen:

  1. Motivated seller with solid financial information
  2. Experienced intermediary to represent you (as the seller)
  3. Buyer with cash and a history of successful acquisitions4) Attorney with solid M&A experience

As our full-page ad in Label & Narrow Web states: “When results count, experience matters!”

Jim Anderson is the Founder & President of Scottsdale, AZ-based Corporate Development Associates (CDA). CDA is a boutique Merger & Acquisition consulting firm that has focused 100% on the printing industry since 1987. Website: www.printmergers.com. Contact Jim via email: [email protected] or cell/text: 602-432-0426

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