The buying and selling of a financial planning business

Transcription

1 The buying and selling of a financial planning business Gavin Jordan, Partner, Ernst & Young LLP 10 September 2010

2 Disclaimer This publication contains information in summary form and is therefore intended for general guidance only. It is not intended to be asubstitute for detailed research or the exercise of professional judgment. Neither EYGM Limited nor any other member of the global Ernst & Young organization can accept any responsibility for loss occasioned to any person acting or refraining from action as aresult of any material in this publication. On any specific matter, reference should be made to the appropriate adviser.

3 Contents Introduction Section 1 Section 2 Section 3 Section 4 Market context Recent M&A trends What makes a business attractive? Conclusion

4 Ernst & Young sector credentials M&A advice to product providers on acquisitions and disposals in the sector Strategic advice assignments to distribution companies Pre-acquisition due diligence for product providers and funders on investments in distribution companies Valuation analysis of companies in the sector, advising boards and debt providers Advice on the impact of RDR Quantitative research and surveys

5 Section 1 Market context

6 Fragmented market landscape The UK retail distribution market is highly fragmented with a handful of large and middle tier players dominating the sector There is limited brand recognition, providing considerable potential for an advisory firm able to develop one The fragmented nature of the market and a desire for manufacturers to control distribution has fuelled transaction activity over the last three years

7 Product provider competition for distribution IFA channel remains the dominant form of distribution Providers have been acquiring distribution companies and taking minority stakes Some product providers viewed acquisitions as a defensive move, some were hoping to aggressively increase their distribution share via acquisition Not all of the acquisitions have been successful Over that last two years there have been no major reported acquisitions made by product providers

8 Effect of the financial crisis on the industry Significant reduction in sales of mortgage related products Reduction in client activity and therefore turnover Decrease in initial commissions Pressure on margins Bankruptcies of companies in the sector

9 Regulatory changes & Technology Regulatory changes Changes to capital adequacy requirements Implementation of The Retail Distribution Review Technology Increasing importance of technology and the emergence of wrap platforms are set to continue Wrap platform market will continue to grow in terms of players and market size in near future Wrap players will reduce as minimum scale requirements and pressure on pricing leads to further consolidation

10 Future margin generation within the IFA marketplace: Ernst & Young hypothesis Current bps 65 Retained by investment banks Investment management Investment guarantee Fund construction Administration Manufacture Advice and sales Lead generation Future bps 35 or 15 Retained by investment banks

11 Changing business models Emerging dominance of fee based advice firms Business model polarisation in order to meet needs of different client groups (scale vs. tailored solutions) Growing importance of technology Improving quality of advisers through increased qualification imposed by RDR

12 Section 2 Recent M&A trends

13 Overview of recent transaction activities Over the last five years the financial services distribution sector has been through a wave of consolidation that accelerated in 2008 Number of reported transactions: Year Type of consolidation Type of business Vertical Industry Private equity IFAs Networks 2010 YTD Total Source: Factiva, Mergermarket and Ernst & Young analysis

14 Transaction drivers & barriers Fragmented market Market opportunity for consolidators Product providers competition for distribution Customer expectations for one-stop advice Adviser demographics Regulatory pressures and associated costs Loss of advisers Lack of management experience Technology Integration issues

15 Valuation metrics Key valuation multiples Additional KPIs Price as a multiple of RIs Price as a multiple of turnover Price as a multiple of EBITDA (earnings before interest, tax, depreciation and amortisation) Proportion of initial commissions vs. recurring revenue Productivity per adviser Sales per customer Price as a percentage of assets under administration/influence (where AUA is easily identifiable) Ability to cross-sell other products to existing customers (products sold per customer)

16 Valuation methodologies Methodology Advantages Disadvantages Precedent transactions Revenue, earnings, RI multiples Simple, current Allowance for control premium Lack of comparables Historic Trading comparables Revenue, earnings, RI multiples Data availability Current Factors growth Lack of comparables Speculative bids Discounted cashflow Present value of future cash flows Takes into account future performance forecast Results assumptions sensitive Tends to generate high valuations

17 Section 3 What makes a business attractive?

18 Value enhancers and threats Sticky client base Owner is seeking to exit gradually Team approach to client ownership Owner willing to spend a year migrating clients High level of recurring revenue (50%) Assets consolidated on a platform Profit margins 20% Turnover 2m Large case sizes Value Profile and quality of income streams Owner is seeking immediate exit / retirement Clear advice proposition Reliance on the owner for key client relationships Reliance on a small group of clients Value enhancers Threats to value Poor quality of client records Poor compliance monitoring Current economic environment Baseline value 2.5x of recurring income Owner is looking for immediate exit Over 90% of revenue are initial fees Assets kept on various platforms Profit margins 5% Turnover 500k 4x recurring revenue 1.5x recurring revenue

19 External value drivers Sector issues Competition among product providers for distribution channels Competition among asset managers / asset aggregators Shortages of high quality IFAs Increasing cost of regulation Significant changes to future regulation

20 External value drivers Market sentiment Effect on companies valuation and ability to pay Weak market conditions lowers the exit value assumptions Uncertain environment for clients Macro-economic conditions Interest rates, inflation and unemployment Liquidity and credit crisis

21 Exit options sale to product provider Opportunities Strategic focus Stronger balance sheet Cost synergies Funds to acquire RIs and businesses Challenges Loss of management and RIs Institutionalisation Incentivisation of RIs and management

22 Exit options sale to trade buyer Opportunities Economies of scale Potential access to new technology or high quality staff Access to new client base and AUM Cost synergies Challenges Culture clash Loss of management Client attrition Incentivisation of RIs and management

23 Exit options sale to private equity Opportunities Injection of fresh ideas Funds to acquire RIs and businesses Incentivisation of RIs and management via sweet equity Synergies through roll-up strategy Challenges PE will be looking for a proven recurring income, assets under administration, loyal client base Debt finance in the current market Requires credible growth story in a competitive market

24 Exit options flotation Opportunities Higher commercial visibly and profile Funds/shares to acquire RIs and businesses Incentivisation of RIs and management Challenges Extremely difficult in current market environment; not appropriate for smaller firms Public scrutiny Costly and time consuming Institutionalisation

25 Exit options sale to existing management Opportunities Low level of diligence required Less disruption to the business Continuation of business vision and ability to reward management/staff Incentivisation of RIs and management Challenges Unlikely to maximise price Often difficult for buyer to secure funding Low up front consideration

26 Section 4 Conclusion

27 Key actions for buyers Refine the selection criteria in order to develop a list of targets Based on publicly available information do your research and narrow a target list Use advisers where cost effective for approach and deal structuring Put in place confidentiality agreements when exchanging information Consider synergies and added value of a specific acquisition for your business, to help justify pricing if bidding is competitive Consider costs of integration, and impact on management time Identify deal breakers and prioritise them Consider various deal structures, i.e. upfront vs. earn out

28 Exit checklist for sellers Ability to articulate and support current market positioning and strategy Robust business plan directly linked to the above Track record of achievement, budgets prepared and met Realistic performance forecast with consistent KPIs Carefully chosen timing, taking seasonality into account Financial information is complete Exit options optimised to maximise value Exit tactics explored and process issues identified and planned Risks identified and contained Management/RIs properly resourced and incentivised to deliver

29 Contact details Gavin Jordan Partner, EMEIA Financial Services Ernst & Young LLP Phone:

30 Ernst & Young LLP Assurance Tax Transactions Advisory The UK firm Ernst & Young LLP is a limited liability partnership registered in England and Wales with registered number OC and is a member firm of Ernst & Young Global Limited. Ernst & Young LLP, 1 More London Place, London SE1 2AF. Ernst & Young LLP Published in the UK. All rights reserved.