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4                                                          HOUSTON BUSINESS JOURNAL                                    FEBRUARY 24 - MARCH 2, 2023                  FEBRUARY 24 - MARCH 2, 2023                                HOUSTON BUSINESS JOURNAL                                                               5



              19th ANNUAL ACG CAPITAL CONNECTION                                                                               SPONSORED CONTENT                                 SPONSORED CONTENT                                                            19th ANNUAL ACG CAPITAL CONNECTION







         Family-Owned Businesses and Succession Planning: You Want to Leave a Legacy...Can You?                             Darryl Mazow, Partner, Gordon                    Slower pace of private equity-backed M&A expected to continue                                                     Dylan Thomas, Private Equity Reporter,
                                                                                                                                                                                                                                                                                               S&P Global Market Intelligence
                                                                                                                            Arata Montgomery Barnett

                            Family-owned businesses are the   stays within the business, including client relationships,   strategic plan includes components such as new product               Smaller-sized transactions and   pandemic have large businesses around the globe planning   large M&A deals remain difficult to finance.
                            lifeblood of our economy.  Whether   skillsets, institutional knowledge, best practices, standard   development, new services, geographic location or market,       carve-outs are the types of deals   to jettison noncore assets. Sector expertise will be a key   Still, private equity firms are having conversations with
                            small or large, first generation or   operating procedures, branding, and the value of your   the competitive landscape, financial planning, and allocation         most likely to make it across the   differentiator among the firms vying to buy up spin-offs and   companies looking to sell a stake in their businesses, possibly
                            fourth generation, they all face the   service or product.                       of resources.                                                                      finish line as a slowdown in private   divestments, he said.                     alongside an agreement to sell the rest at a later date. Wolff
                            same question.  When the time    “Professionalize” your business.  By implementing   Outline your desires for giving back to the community                          equity-backed M&A activity extends   Scott Wolff, managing director of middle-market private   said these smaller deals are easier to finance and generate
                            comes to hand the business over   sound corporate governance, establishing clear policies and   and charitable intent.  Without a doubt, family-owned               into 2023.                     equity firm American Securities LLC, said buyers of all types   some liquidity for the business owners.
                            to the next generation and preserve   procedures, and developing a strategic plan, you are setting   businesses have an impact on the community they serve.           Inflation, high interest rates and   are behaving more conservatively in the current environment,   Firms with deep sector expertise are at an advantage in
                            a legacy that has been built over   the business up for long-term success.       Instilling this belief and establishing the family brand within                    the risk of recession are expected   modeling a global economic downturn or possible recession   this environment, said David Dunstan, a managing director
          Darryl Mazow,     time…can you?  A family-owned    Create formal system of corporate governance by   the community for future generations by including charitable   Dylan Thomas, Private   to weigh on PE dealmaking through   into performance expectations for any potential acquisitions.   at Citizens Capital Markets Inc. and head of the M&A advisory
          Partner, Gordon Arata   business can take years, decades,   establishing a board of directors or board of advisors that   causes and re-investing in the community as part of your   Equity Reporter,   at least the first half of the year,   Those factors suggest lower valuations for acquisition   group’s industrial practice. It takes knowledge and confidence
          Montgomery Barnett                                                                                                                                                  S&P Global Market
                            even generations to become     includes non-family members or “independent directors”   plan will help strengthen the legacy you leave behind.    Intelligence      said Andrea Guerzoni, global vice   targets, but sellers may not be on the same page, and that   to look beyond the uncertainty of the next 12 to 18 months
                            successful, but without proper   who can act objectively and hold management accountable.   Engage the next generation. It’s important to spend                     chair of strategy and transactions   disconnect is largely responsible for the ongoing standoff in   and envision a path to the end of a typical three- to five-year
         succession planning, that business could collapse in the   Management and directors will establish rules, processes,   time and get the next generation involved, regardless of        for professional services firm EY.   M&A markets.                                private equity investment cycle.
         blink of an eye.                                  practices, and procedures that direct and control how the   their desire to run the business. This exercise allows you   Those same macroeconomic headwinds factored in a 32%   But  for  large corporations looking  to unload  noncore   “The opportunities, I think, are significant, and those that
           One of the most common themes I hear in my practice   business is run. These guidelines can help mitigate risk in   to see who may want to take over management of the   year-over-year decline in the value of private equity exits in   assets, selling at a time of low valuations may not be as much   are really deep in the sector are going to be able to visualize
         when working with families is the desire to leave the   areas such as HR, a safe work environment, financial and   business as you seek to pass it down.  Educating them as   2022 and a nearly 39% year-over-year drop in the value of   of a concern, Wolff suggested, especially if a deal generates   that better than, say, a generalist,” Dunstan said.
         business as a legacy for future generations.  But what does   accounting controls, and operations.  to what the business has provided to the family and how         private equity entries.                           cash the company can reinvest in core strategies.   Wolff said a private equity firm’s sector expertise can be
         that mean? Let’s address a few critical concepts that may   Proper governance serves multiple purposes. It ensures   its purpose, values, beliefs, and reputation are embodied in   “Private equity continues to have, actually, a quite   “They’re still likely to move forward with some of those   leveraged to find a price that “incents a seller to sell.” A price
         provide some clarity and help you achieve that goal.  that decisions made are in the best interest of the business   that business and the importance of continuing along that   interesting pipeline, but the pace in which these deals are   exits even if it’s not at sort of the max dollars because it’s the   that represents value for the private equity firm and the seller
           Often, the business is the most significant family asset   and  all  its  stakeholders,  not  just  the  owners,  whose   path for generations to come.  Leaving a family business as   analyzed and executed that has slowed down significantly   right thing for them to do strategically,” he said, adding that   is a narrow target that requires experience to hit.
         and provides cash flow and jobs for family members.  It can   needs, particularly in the short-term, may conflict.  Proper   a legacy does not necessarily mean the next generation has   on the back of this situation,” Guerzoni said.  his firm is continuing to field carve-out queries, even amid   “It might not be exactly what they expected to get a year
         embody family values, beliefs, traditions, identity, and a   governance facilitates communication and accountability to   to run the company.  Engaging the next generation will teach   On the other hand, those same economic headwinds are   the broader M&A slowdown.  ago, but it might be above what they could get in a broader
         reputation that creates a lasting impact on the family, future   all stakeholders, including employees, customers, suppliers,   them responsibilities as owners so that they can continue   creating potential buying opportunities for private equity   Guerzoni expected credit markets to loosen over the   auction because we have some angle, we have some insights
         generations, and the community it serves. So planning is   and family members who may be less active in the company.    the legacy themselves.                      firms.                                            coming two to three quarters as inflation and interest rates   that others don’t have,” Wolff said.
         integral for a successful transition.               Another way to professionalize your business is to develop   By  formalizing elements  of  your  family  business and   Guerzoni said geopolitical uncertainty and an ongoing   cool and the market develops a better sense of fair valuation
           Ensure the business can survive without the owners.   a strategic plan. A plan helps set clear goals, both long-and   passing the knowledge, experience, success, beliefs, and   effort to rethink global supply chains amid the Covid-19   multiples. Until then, big private equity buyouts and other
         Long-term sustainability of a business occurs when the   short-term, aligns the efforts of all the stakeholders in   values down to future generations, you are creating a better
         most important assets don’t walk out the door at the end   achieving those goals, and is independent of who happens   chance for longevity and ensuring your legacy lives on.
                                                                                                                                                                             Worrying about AI Run Amok? It Needs a Human in the Loop                                            Jonathan Dodson, Software Engineering,
         of the workday.  Be sure the inherent value of the business   to be running the company at any one time.  A good
                                                                                                                                                                                                                                                                                 Data Science & Operations, SourceScrub

                                                                                                                                                                                                Worrying about AI Run Amok? It   up SourceScrub’s database don’t
         Expectations of the M&A climate for the next 6-12 months                                             Bryan C. Frederickson, Managing Director,                                         Needs a Human in the Loop              exist in a static universe. They’re
                                                                                                                                                                                                                               subject to economic and business
                                                                                                                                                                                                  Scientists already are fretting about
                                                                                                              GulfStar Group Investment Bankers
                                                                                                                                                                                                the  prospect  that  out-of-control   trends, innovation, world events
                                                                                                                                                                                                artificial intelligence (AI) systems   and many more unpredictable
                             Ignore the headlines. Ample capital   that choose to transact are a self-selecting group of   balance sheets.                                                      could end up wiping out humankind.  occurrences.  If  models  aren’t
                             remains available and there are still   high-performing businesses. Meanwhile, the multi-year   So what is the punchline? Company owners and                         Let’s pause for a reality check.   retrained to ‘learn’ from current,
                             deals to be had among performing   surge in buyout activity by private equity groups drives   management teams are not waiting for outside input                   AI today has problems, but they’re   real-world data, unprecedented
                             middle market companies.      a necessary cycle of subsequent exits.            to tell them whether their markets are softening.                                  much less existential than the kind   or anomalous events can cause
                              While much of the world awaits   There is no question the increase in the cost of debt is   Middle market companies are almost by definition    Jonathan Dodson,
                                                                                                                                                                              Software Engineering,
                             the Federal Reserve announcing   beginning to impact valuations, both by putting upward   niche businesses, and every situation is unique. Where   Data Science & Operations,   of future catastrophe that these   predictions to become flawed.
                                                                                                                                                                                                scholars  are brooding about. The
                             whether or not the U.S. economy   pressure on the overall cost of funds and decreasing   are you located? Who are your customers? What are       SourceScrub       immediate problem is that AI models   Deployment is Only a Milestone             first place. That happens when human beings update the
                             is in a recession, dealmaking in   lending capacity due to the effect of interest expense   your competitive advantages? What are your current                                                                                                      dataset that the machine-learning process draws on as
          Bryan C. Frederickson,   the middle market soldiers on.    on total fixed charges. But historically low interest   financial trends? Companies with good answers to these             that fail to incorporate reasoning and   The big risk of having a ML-based artificial intelligence   it retrains itself and refines the model. Our skilled team
          Managing Director,   Although there is no denying the   rates were never going to last forever, and the current   questions remain attractive acquisition candidates, and   logic from human beings simply aren’t that smart.  model running without human in loop supervision, is that   members also can spot any degradation that does occur,
          GulfStar Group Investment                                                                                                                                            When it comes to building a software program that includes   the original model prediction will begin to drift, becoming
          Bankers            slowdown relative to 2021, that   environment looks more like a return to long-term norms   for them, capital remains available.  Anecdotal evidence   exactly the kind of data that private equity investors and other   biased and outdated. For instance, a model that only knows   and take action to figure out what might have changed
                             is hardly a fair yardstick given   than a full market retreat.  In a reversal of fortune, smaller   so far in 2023 supports this contention, both within   dealmakers yearn for as they develop their acquisition target   what happened in the past won’t be able to update itself in   that isn’t captured by the data on which the model relies.
                             the unprecedented surge in    deals that can be done with one or a small club of banks   GulfStar and according to other market participants.                                                                                                       We’re constantly monitoring a model’s output and trying
         transaction volume following the COVID-induced pause   are easier to finance than larger ones that require access   Current economic uncertainty also seems to have   lists, the ideal outcome is the result of the best that both AI   a timely manner, and without getting the right new training   to identify ways to help it do even better.
                                                                                                                                                                             and humans bring to the table.
                                                                                                                                                                                                                               data, won’t update itself to reflect a new reality. A case in
         in activity. The subsequent jump made up for the lack of   to the syndicated loan market. The major national banks   improved the quality of companies coming to market   That’s why we have combined human logic with artificial   point: the COVID-19 pandemic dramatically reshaped the   But our approach goes further than that. “Human in the
         action in 2020 and then some. But the through line from   are likewise currently the most cautious, providing   after an 18-month stretch, where seemingly anything   intelligence  and  machine  learning  processes  in  building   mergers and acquisitions landscape in ways that even the   Loop” allows us to look at specific data sets in which the
         the Before Times is still an upward trend, and there is   openings for regional lenders, private direct lenders and   not nailed down could transact. The middle market   SourceScrub’s software. Our goal is to provide our clients   best model based solely on AI/ML trained prior to the event   model has only a low confidence level, and assess and
         no reason to expect this to abate. While middle market   business development companies. An interesting side   might not see the outsized highs of 2021 again in the   with a comprehensive view of the universe of founder-owned,   couldn’t have imagined.            label that as needed. And our team also can validate the
         transaction dollar volume trended down each of the first   note is that higher base rates and widening spreads have   near future. However, measured optimism amidst a   investable companies, and deliver more data and insights on   Since any AI-based machine-learning system is only as   model’s predictions and monitor how the model reacts to
         three quarters of 2022, closed deal count ticked up in the   made subordinated debt competitive again. Coupled   return to a less frenetic pace of deal activity is not an   those businesses. The machine learning process, as you can   good as the data we train it with, over time the model will   new labels and different data sets.
         second half of the year and would have been a record in   with its lack of scheduled amortization, the once-popular   unappealing outlook.                          see illustrated below, is able to create a kind of virtuous cycle.   become distorted and degraded. The results can become   If we  asked  human beings to  undertake the  kind  of
         any period prior to the fourth quarter of 2020.   structure of pairing mezzanine with inexpensive asset-  Finally, given that you are likely reading this because   The process starts by defining a business problem (in the case   irrelevant or even misleading.     challenges involved in building and maintaining the kind
           We remain in the midst of the greatest transfer of   based senior loans may come back into style.  you are registered to attend the Texas ACG Capital                                                                                                                 of vast database that SourceScrub now offers its clients
         private wealth that the market has ever experienced.    For a second year in a row, private equity groups   Connection, a shameless plug is in order. Bucking the   of SourceScrub, the need to obtain and properly classify data   Adding a Human to the Loop          without the assistance of AI, even a workforce 10 times
                                                                                                                                                                             that provides insight into these bootstrapped companies) and
         Founder- and family-owned businesses dominate the   invested more capital than they raised, which had not   national trend, 2022 Texas M&A activity increased 17%   describes what successfully solving it might look like. Machine   Blending the best that both machine learning and   the size our current team would struggle to keep up. But if
         middle market landscape, and many of those owners   happened since the financial crisis of the late 2000s. But   over the previous year relative to a 30% decline across   learning helps to refine the model that’s created as we pursue   human logic and intellect bring to the party addresses this   we left it all up to the machines and didn’t have our skilled
         are aging out of the workforce. Willingness to initiate   again, some historical perspective is in order.  Fundraising   the lesser 49. In-migration from other states continues   those goals – and constantly refines that model as it ‘learns’   problem. At SourceScrub, we embrace a semi-supervised   team supporting the loop, results down the road would
         a sale process is driven as much by personal dynamics   more than doubled between 2019 and 2021, and private   unabated and middle market companies across the      from what was right or wrong about earlier versions, until it   machine learning strategy to constantly re-train our AI-  get messy.
         as  optimal market  conditions. The decision  is  made   equity limited partner commitments still exceeded $1.25   economic spectrum are reaping the benefits of a   delivers the best possible outcome. Feedback loops permit us   based models with the input of trained experts at specific   Relying on AI tools alone is a trap. Only by adding
         easier when owners are answerable only to themselves   trillion at year-end 2022 – a threshold not coincidently   business-friendly climate. So feel free to leave some of   to constantly improve and fine-tune the model.  points in the loop.                        humans to the loop, with their ability to provide continuous
         as opposed to public shareholders or limited partners.   first surpassed in 2019.  Strategic buyers likewise remain   your capital here after the big show.                                                             Humans enter the loop once a model has been created   feedback about a model’s strengths and weaknesses, is it
         There are hundreds of thousands of U.S. companies   active, seeking to supplement sluggish organic growth                                                             But the bootstrapped, founder-led companies that make   and deployed to prevent that model from degrading in the   possible to deliver a truly effective ML-based model that
         that fall into the middle market category, and those   via acquisition and supported by healthy corporate                                                                                                                                                               delivers exactly what dealmakers need.
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