Buy-Side Food and Beverage M&A Advisory

Acquisition sourcing for institutional and corporate buyers of middle-market opportunities in the food and beverage sector.

What We Do – We help professional buyers with committed funds source new acquisitions.

Geographies We Serve – North America, Central America, South America, Europe, and Asia

Industries We Cover

• Alcoholic beverages – breweries, distilleries, wineries
• Cereal, snack, and confectionary manufacturers
• Commercial bakeries and pastry, cookie, cracker, and tortilla manufacturers
• Dairy product producers
• Frozen specialty food manufacturers
• Fruit and vegetable processors and canneries
• Non-alcoholic beverage manufacturers – soft drinks, bottled water, ice, energy drinks, and other beverage producers
• Pet food manufacturers
• Seafood and animal producers
• Specialty food processors – nuts, coffee, tea, condiments, and more
• Supplement manufacturers

Types of Buyers We Serve:

• Corporate Buyers
• Private Equity Firms
• PE-Backed Portfolio Companies
• Family Offices

Overview

Morgan & Westfield partners with middle-market companies to assist in executing their growth strategies. Our experienced teams act as industry-focused partners and advisors to well-capitalized private equity corporations and funds pursuing new investments and buy-and-build strategies. We serve as a buy-side M&A intermediary and provide acquisition search services to middle-market private equity firms, strategic buyers, family offices, and other institutional investors.

We are well attuned to the needs of privately held companies, having worked with family and founder-owned businesses for over 20 years. Acquirers engage Morgan & Westfield because of the deep domain expertise of our deal teams and our proven track record of advising buyers in the food and beverage sector. Through two decades of working with sellers of businesses, we have developed a skill set of great value to any organization embarking on a proactive acquisition strategy. We know how sellers think, what motivates them, and how to propel them to take action.

Our experience enables us to proactively and efficiently identify and evaluate strategic and relevant opportunities. Our team works “hands-on” to leverage the tools and strategies of industry leaders to source more middle-market acquisition opportunities.

We provide buy-side services to corporations, private equity firms, and privately owned companies looking to acquire domestic or international companies. We assist in identifying potential targets, negotiating valuation and purchase agreements, and coordinating the acquisition process with your internal teams, external advisors, and other parties involved in the transaction. Whether you’re a U.S. company searching for domestic or global expansion opportunities or a foreign-based corporation focused on entering the U.S. market, Morgan & Westfield is best positioned to assist your company in identifying and executing acquisition opportunities.

We can help answer your questions, including:

• Where can I find the ideal acquisition candidate?
• Can I avoid the competitive auction process?
• How can I best approach target companies?
• What is the acquisition candidate’s market value?
• How do I structure a transaction?

These questions are of critical concern for a professional seeking to buy a business in today’s market.

Morgan & Westfield directly assists active acquirers in identifying the ideal acquisition candidate and structuring a win-win transaction. Our 20 years of experience working with sellers has given us valuable insight and proven methods for confidentially contacting, evaluating, and negotiating with middle-market acquisition candidates. Our targeted and confidential acquisition candidate search approach eliminates the auction environment with competing acquirers and protects the objectives of both the acquirer and seller.

Negotiating the middle market is not for the faint of heart or those who want to learn on the job. If you’re a large corporate acquirer or private equity-backed portfolio company interested in pursuing a merger, acquisition, or other transaction, our highly skilled investment banking advisors will partner with you to develop a plan that addresses the nuances of the middle market.

About Buy-Side Searches

When you do it well, buying a business can serve as the fast track to growth and profitability in the food and beverage sector. Still, you must pay attention to proper due diligence to avoid risk. Data shows that 50% of acquisitions fail within the first five years, while the other half thrive and grow.

Buy-side M&A search is growing as the competition to acquire well-managed companies continues to heat up in the industry. Family offices and private equity firms keep moving deeper into the lower middle market to seek value and specialize in niches to find defendable segments.

The lower middle market is different from the middle market because it’s composed of a vast number of companies, and a high percentage has material weaknesses. This disparity makes the search process increasingly expensive.

Family offices, private equity firms, U.S., and off-shore strategic acquirers lacking in-house business development groups typically use buy-side search firms. Developing all the skills in-house to conduct business development can be expensive and daunting since the learning curve is long and steep, and evolving technology keeps changing what works and what doesn’t.

Hiring experienced people to handle your business development is much more efficient. By doing so, you won’t have to waste time and energy sorting the good deals from the bad. Having a skilled professional on your team can be critical for connecting with the many business owners who refrain from talking with a younger, inexperienced person. If you appear amateurish, you may diminish your brand when a potential client decides their time and effort are for nothing.

Buy-side searches can be broad-based or pinpoint-specific. We custom-tailor every search program based on your unique needs. If you’re clear about your goals, we can identify targets in specific geographies, employee counts, states, or cities. Once we determine your key acquisition candidates, we reach out to them and aim to hold the high-level conversations necessary to develop a relationship with reticent owners.

Your Lead Advisor

Deal Origination Services

Our acquisition search program will make your buying process more effective and economical.

Advantages – Key advantages of our program include:

• Our professional team will multiply your efforts by researching and discreetly contacting acquisition candidates.
• Your pool of potential sellers will be larger since business owners are more apt to respond to established M&A firms because it tells them the inquiry is credible – not just another competitor seeking information.
• Both you and the potential seller will feel more secure. Qualifying candidates will feel comfortable providing confidential operating information to Morgan & Westfield, which will assist with your initial decision-making. We will also protect your identity and proprietary information as confidential and appropriate to your seller search and acquisition objectives.
• You’ll have more peace of mind in your decision-making. For candidates of interest, we will evaluate the seller’s strengths and weaknesses, business enterprise value, and motivations for selling and then recommend the best negotiating position for a transaction offer.
• We’ll give you the support you need every step of the way. By completing your transaction, we can participate in the transaction team to guide you from the due diligence process to a successful closing.

Included – Our deal origination service consists of the following:

• Identifying the most strategic acquisitions and developing targeted search criteria.
• Managing the process of discreet and professional outreach to primarily founder- and family-owned businesses.
• Facilitating discussions and the analysis of attractive opportunities.

Types – We offer various kinds of deal sourcing as follows:

• Curated Deal Flow – We understand time is money, so we rigorously screen every deal financially and operationally to ensure it fits your exact acquisition criteria.
• Proprietary Deal Flow – Our direct-to-owner deal-sourcing process generates a proprietary deal flow through discreet introductions built on mutual trust. ‍
• On-Market – There are approximately 13,500+ middle market-focused brokers and sell-side advisors to stay in contact within the United States alone. We ensure you are top of mind by being able to access live deals while minimizing your need to communicate, and by managing and qualifying leads from this large active lead pool.
• Off-Market – We can procure 100% direct-to-business-owner acquisition options. Our experts manage the entire process, from target list development to outreach and lead qualification. We’ll hand-deliver quality opportunities for you to qualify further.
• Thematic Execution – You cannot find what you cannot define. We focus on working with clients with specific interests for specific reasons, giving them a competitive advantage.

Our Analyst-Driven Process

At Morgan & Westfield, we offer a scalable, complete market coverage, low-cost sourcing service focusing on quality, not quantity. We help companies “not for sale” see the extraordinary value in selling to the right buyer, even if they’re unsure of the potential. Our personalized approach creates a customized search program based on a buyer’s specific criteria that dovetail seamlessly with each of our seller’s objectives.

Our holistic origination strategy combines both on- and off-market deal flow. We conduct market research and identify, profile, and establish contact with the decision-makers of high-fit acquisition targets from our list. We develop all the necessary marketing materials to execute the search, build relationships with interested sellers, and introduce highly suitable, actionable deals that match your specific criteria.

Private Equity Deal Sourcing

We assist private equity firms with the following:

• Platform Sourcing – We work with funded private equity groups and family offices to acquire a new platform within specifically identified niches where they have historical experience or a differentiated competitive advantage.
• Add-On Sourcing – We help private equity groups in coordination with their portfolio company CEOs to grow their platforms through transformational add-on acquisitions we identify, qualify, contact, originate, and introduce directly.
• Buy and Build Execution – We assist private equity groups in rapidly scaling their platform companies through multiple add-on acquisitions within fragmented industries to build regional density and a national or international footprint.
• Platform Formation – We rapidly assess fragmented industries to help our private equity clients identify businesses they can combine to create a larger platform capable of becoming a market-leading consolidator.

Featured Transactions

• Mother Nature’s Goodies
• Novel Brewing
• Red Rambler Coffee
• Treasure Chest Foods
• Ambrosia Martini Lounge
• Blue Chair Bakery
• Fish Lake Market

The Deal Flow Process

Here’s a breakdown of our deal flow process:

1. Strategy and Criteria – We begin with a kick-off call to review and refine your strategy, ideal acquisition criteria, and transaction objectives. We’ll identify what you’re looking for in an acquisition so we can pinpoint the best investment opportunities for you.
2. Target Identification – We conduct extensive industry and market research using multiple search methods and data sources to identify high-fit acquisition targets.
3. Blacklisting – You can give us a blacklist of companies you have a preexisting relationship or conflict with to exclude from our search.
4. Document Creation – We will help co-develop all pertinent marketing documents to support the acquisition search and outbound sourcing process.
5. Profile – Morgan & Westfield will produce a professional buyer profile, post it on our site, and send it to our network of sellers.
6. Deal Sourcing – Our buy-side team will create a list of all possible prospects matching your specific criteria and professionally contact all prospective sellers. Once we have the particular acquisition criteria, we’ll keep you apprised of attractive acquisition opportunities as they arise to significantly reduce the search phase of an acquisition strategy.
7. Follow-Up – We will follow up with prospects who don’t respond or are not ready using consistent communication and nurturing.
8. Deal Screening – We collect information on each target’s business, operations, financial performance, transaction interests, expectations, and timeline. We talk with all of our sellers to analyze their business and gain a deep understanding of their financials to ensure every deal is on a solid foundation. We qualify interested prospects to ensure the right fit before introducing our client.
9. Executive Summary – We compile the information we receive from business owners into a concise executive summary outlining the deal for efficient review. We have dedicated resources to collect, process, and analyze critical financial, operating, marketing, clinical, regulatory, and other company data. We then present you with a complete set of the seller’s documentation and make an introduction so you can adequately evaluate the business and project a potential return on your investment.
10. Introduction – Following your executive summary review, we set up an introductory conference call with all parties.
11. Transaction Pursuit – After meeting with the seller, you can take over and pursue the transaction however you see fit.
12. Preliminary Due Diligence – Because we begin discussing due diligence with you long before the presentation of the letter of intent, you’ll be well prepared to gather and organize requisite materials and schedules. We will collect and make them available to sellers in a password-protected virtual data room.
13. Deal Structuring and Negotiating – We are skilled and seasoned negotiators in deal structuring and will work to help you reduce the purchase price, get a better deal structure, or both. We will also help you avoid unnecessarily or prematurely eliminating specific options and remain flexible when considering and evaluating alternatives.

Fees

The following is an outline of our fees:

• Retainer Fee: This is a monthly work fee of $2,000 to $5,000; however, we credit 50% of our work fees toward the success fee.
• Success Fee: Our success fee is a commission based on the purchase price of the business. The success fee will depend on our involvement after the introduction. We can assist until close or stop after the meeting with the seller, and the fee would reflect either a Modern or Modified Lehman structure.