M&A Expert David Loechner on What Buyers Are Looking For

Frances Ferrante, SENIOR EDITOR
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David Loechner, Former President and CEO of Emerald

NEW YORK — As President and CEO of Emerald, one of the largest B2B trade show conference and event operators in the U.S., David Loechner completed more than 16 acquisitions in five years — doubling the size of the company. He then led the company through a successful IPO in 2017 which won him TSE’s highest honor, the Gold Standard in Excellence Grand Award. Before that, in 2013, as President of Nielsen Expositions, he had led the sale process from Nielsen to the privately owned Emerald.

Now, in his role as Managing Director of the independent mid-market investment bank Berkery Noyes, Loechner is uniquely positioned to share his insights about what buyers and sellers may be looking for post-pandemic M&A landscape. He recently sat down with Trade Show Executive‘s Frances Ferrante.

Frances Ferrante: As we begin to emerge from the pandemic, what M&A trends do you anticipate will emerge in the trade show space?

David Loechner: The buyers early on in this recovery will be looking to acquire individual events or platform operators again as a multiple of EBITDA a few turns lower than pre-pandemic.  On the flip side, sellers will be looking for close to pre-pandemic multiples. So it will be a bit of a dance for a while.

I suspect that forward-looking and long term-focused buyers will see the best events and event operators returning to more historic levels quickly. The competition for M&A will be fierce once events begin to stage again and prove their resiliency.

Frances Ferrante: Generally speaking, what types of companies are seeking to grow post-pandemic through M&A?

David Loechner: You can expect that the usual suspects with plenty of dry powder will be looking to grow through M&A again, as they were pre-pandemic. There are also several new companies looking to invest in and acquire association shows or  individual events and/or build event portfolios with the support of banks, private investors or private equity firms. Examples of these include Trifecta Events with Rick McConnell (formally with Informa), ARC with Simon Foster (formally CEO of Comexposium) and AIP with Galen Poss (Vice Chairman of DMG).

Frances Ferrante: What is most attractive to private equity buyers, and what are trade show companies themselves most likely to be looking for in potential M&A prospects? Are they both seeking similar qualities?

David Loechner: Most buyers want the same thing: value creation of an acquired business under their ownership. This can come in the form of cost or revenue synergies, improving or professionalizing the business, or acquiring bolt-on acquisitions around it.

Private equity, banks or other investors interested in the space without a current portfolio of events, digital or data products, or content properties are usually looking for larger acquisitions or operators with multiple events versus to acquire a single show (unless it’s sizable). Almost all acquirers first develop an acquisition thesis. In other words, “Why buy it?”

Sellers can and should ask themselves the same thing: “Why sell it?” There is so much more for a seller than price and an exit. Many show operators and associations successfully partner both financially and intellectually with buyers for years to come, if not in perpetuity.

Most acquirers have a list of commercial, financial and legal due diligence requests that they will review,  but even before that, they have a checklist funnel that they put most acquisition targets through, including the obvious financial performance of the past 3 to 5 years. They also will be asking: What is the property’s market position?; What are its future growth or risk characteristics?; What strategic value does it provide us?; What industry does it operate in and is that industry attractive?; Are there revenue or cost synergies that can be exploited?

Buyers will also look at KPI history, the management team, the product’s competitive advantage or disadvantage, customer retention, cyclicality performance including recession and what we call “the COVID effect,” as well as cash flow characteristics and margin profile. And now, acquirers will be looking for tools and services that take the customer relationship to the next level, including data and digital products and services.

Related. Long-time Trade Show Exec David Loechner Joins Investment Bank

Reach David Loechner at David.loechner@berkerynoyes.com or (646) 442-7940.