Merger and acquisition activity stirs among Northeast Ohio companies

By DAN SHINGLER, Crains's Cleveland Business, 4:30 am, October 25, 2010
A look around Northeast Ohio's industrial landscape makes one thing quickly apparent: It's a great time to sell a company. And if local investment bankers, private equity managers and manufacturers themselves are any indication, the pace of mergers and acquisitions is only going to continue, if not accelerate, at least through the end of this year. Driving the deals is a combination of coming tax changes, newly available cash, rising company valuations and a group of sellers that's been kept out of the market for two years. “There are some really fine companies out there for sale,” said investment banker Ralph Della Ratta, managing director of Western Reserve Partners in Cleveland. A few of them already have been bought. Fairmount Minerals of Chardon is cited by some in the M&A arena as the first large local company to take advantage of the new environment. In August, its owners sold a controlling stake to a New York private equity firm, American Securities Capital Partners. The sum was not disclosed, but the deal involved at least $775 million in debt that observers said probably could not have been raised in 2009. Since then, the deals have come with increasing frequency and, as was the case with Fairmount, they've involved big names in the region's industrial economy. Solon-based Keithley Instruments, which employs 550, announced Sept. 29 that Danaher Corp. was buying the maker of test and measurement instruments for $300 million. Cleveland-based Hawk Corp. announced Oct. 15 that Carlisle Cos. planned to purchase the maker of friction products for brakes and clutches for $413 million. And just last week, Hexpol AB of Sweden said it would buy Solon-based Excel Polymers for $212.5 million. Proving their mettle
These companies might be attractive to buyers not in spite of the recession, but because of it. Any company doing well and earning a decent profit today has been stress-tested, said Hawk president Chris DiSantis, and that's an attractive quality to potential buyers. “Look at Hawk,” he said. “It doesn't get much worse for us than 2009.” In 2009, Hawk's revenues were down 35% from 2008, Mr. DeSantis said, but it still managed a profit before rebounding this year. Aside from the large companies being bought here, other local entities are involved in acquisitions, though the deals they're cutting are often in far-flung lands and do not garner much local attention. Private equity firms such as Linsalata Capital Partners in Mayfield Heights and Riverside Co. in Cleveland busily have added companies to their portfolios. Meanwhile, manufacturers such as specialty chemical producer Omnova Solutions in Fairlawn and Akron-based plastics resins supplier A. Schulman Inc. have made strategic acquisitions of other companies in their industries to expand their offerings and markets. As for when the blizzard of activity will end, there's some disagreement. But most think the pace will keep up through the end of this year and some think it will continue even thereafter. “I think you'll see more activity in 2011 than you are seeing even now in 2010,” said Steve Rosen, co-chief executive officer of Resilience Capital Partners in Beachwood. Confluence of influences
There are several factors making the deal flurry possible. For one, companies are profitable again after the downturn of 2008-2009. The rebound in their bottom lines means when companies are priced for sale, generally using some multiple of their earnings, the price once again is high enough that sellers are interested. Also, sellers are trying to avoid an increase in the federal capital gains tax rate, set to rise next year to 20% from 15% and widely expected to increase down the line. And then there's the impact of private equity firms, such as Mr. Rosen's Resilience Capital. Typically, these firms raise money from investors with a plan to invest the money by buying private companies, holding and improving them for five to seven years, and then selling them at a profit. During the financial crisis and recession, those sales could not be made, even though the investments had matured. So private equity firms have a pent-up need to divest some of their holdings, Mr. Rosen said. Finally, would-be buyers again are able to buy. Funds and financial buyers have access to credit again and many companies that survived the downturn amassed large war chests of cash in the process. “What you've got going on in the market right now is a combination of higher supply and higher demand,” Mr. DiSantis said. A rush to year end
It's all keeping Western Reserve Partners' Mr. Della Ratta busy. “We're involved in 22 deals right now, but not all of them are in Ohio,” he said. “I think we've got two or three more that we're about to sign up.” Mr. Della Ratta said he thinks local companies are the buyer in deals as often as they are the seller, and that international deals and strategic acquisitions of similar companies are the prevailing trends among company mergers. Among sellers, private equity firms are the most active right now, he said. That jibes with what Mr. Rosen said he's experiencing. “We're in the process of selling three companies now,” Mr. Rosen said during a telephone interview from the airport last Tuesday, Oct. 19, before he left for his next deal. But some think the spate of sales will last only through the end of this year, before tapering off or even declining in 2011. Sellers know the capital gains tax is going to increase on Jan. 1, which could have the same accelerating effect on corporate acquisitions that the expiration of the homebuyers tax credit had last spring on residential real estate sales, predicts Eric Bacon, senior managing director of Linsalata Capital. Deal flow won't die, but ...
Mr. Bacon declined comment on a recent Reuters report that Linsalata is preparing to sell Transtar Industries, a distributor of transmission parts based in Walton Hills. Reuters said Transtar is on the block for about $700 million. Generally, though, Mr. Bacon said sellers are rushing to get their deals done before the end of this year and, after that, there will not be as much urgency to sell. “I'm working on some deals now and they were saying, "If you want to be a player, you have to close by year end,'” Mr. Bacon said. Mr. Bacon said his firm's deal flow picked up in July and August and since has slowed a bit. He's one who thinks the wheeling and dealing will slow soon, but not come to a virtual stop as it did during the financial crisis and recession. Deal flow, he said, is significantly greater than it has been in the last two years. That's a trend Mr. Bacon said will continue through 2011, even if the pace does slow from its current rapidity. Mr. DiSantis agrees, saying, “I wouldn't be surprised to see a weak January and February in the deal market. Anyone who could compress their schedule pulled everything they could into December.”