Professional Capital Markets and M&A Advisors
North America's leading Mergers & Acquisitions Advisory, Business Broker, and Business Valuation Firm with offices in Toronto, New York, Miami, and Boston.
Who We Are
Hayden is a member of a global association of investment banks with a network of offices across Europe, Asia, the Middle East, and the Americas. Our clients include Owners and Management of Small to Mid-sized Private Companies, Financial Investors, Private Investment Funds, and Private Equity.
Our Services
1
Business Brokerage
We match businesses with selected buyers, execute valuations, confidentially market opportunities, and negotiate transaction terms to ensure you receive the best possible price.
2
Valuations
Independent and advisory valuation services aligned with international standards, offering Opinion of Value reports and Chartered Business Valuator reports.
3
M&A Advisory
Professional advisory services throughout North America for businesses seeking strategic mergers or acquisitions in today's dynamic market.
Transactions Across Markets
Hayden proudly serves Main Street, Wall Street, Bay Street, and the Square Mile. We offer our clients the advantages of a boutique investment bank with full-service Business Brokerage and Mergers & Acquisitions advisory services to meet all transaction sizes.
Our Approach
Seasoned Professionals
Our team includes experts from banking, real estate, corporate, and legal industries, bringing diverse experience to every transaction.
Technology-Driven
We employ cutting-edge technology for confidentiality, valuations, marketing, and financial disclosure to better serve our clients.
Advanced Valuation
Sophisticated quantitative methods and algorithms combined with historical market data to accurately assess business value.
Our Process
1
Cutting Edge Processes
We employ a methodology that allows us to complete more deals in less time. Buyers are quickly engaged and filtered to identify motivated, qualified prospects.
2
Buyer Screening
Finding the right buyer is key to success. We eliminate guesswork and only invite serious, capable candidates to the negotiating table.
3
Structured Negotiations
We understand client needs before market contact to ensure clear mandates and aligned interests, leaving little to negotiate except transition, timing, and price.
4
Transaction Completion
Keeping the finish line in sight is our goal. Trust Hayden's knowledge and experience to ensure a smooth transaction and post-goal transition.
Business Valuation Services
Hayden Valuations provides a full suite of business valuation services conducted under the Chartered Business Valuation Institute and International Valuation Standards Council guidelines. Our multidisciplinary approach matches client requirements with our wide array of professional experiences.
Valuation Purpose
Transaction Services
Notional Fair Market Value assessment prior to market entry, supporting negotiations by identifying value drivers to arrive at an optimal price.
Financial Reporting
Deriving Fair Value of Intangible Assets and Goodwill for Purchase Price Allocations and impairment testing.
Tax Purposes
Fair Market Value assessments for estate freezes, rollovers of qualified assets, and tax disclosure support.
Additional Valuation Services
Internal Use
Measuring strategy implementation success by assessing how business value changes over time, enabling active corporate strategy management.
Litigation Support
Quantifying the value of underlying assets in dispute, providing independent assessments to help courts understand complex asset valuation.
Buy-Side Advisory
Hayden offers professional buy-side acquisition support across North America, helping buyers find and purchase suitable businesses. We identify opportunities matching your investment criteria using proprietary databases and networks while ensuring complete confidentiality.
Buy-Side Process
Opportunity Identification
We source companies based on your specific criteria including revenue requirements and location preferences.
Due Diligence
Thorough investigation of potential acquisition targets to validate financial data and business operations.
Negotiation
Leveraging over 40 years of combined experience to secure the most beneficial deal terms and price.
Benefits of Buying an Existing Business
Reduced Capital Investment
Acquire established infrastructure without the startup costs and initial capital outlays.
Established Operations
Take over systems, processes, and customer relationships that are already functioning successfully.
Brand Reputation
Benefit from existing brand recognition and market position without building from scratch.
Transition Support
Receive guidance from the former owner during the transition period to ensure continuity.
Transaction Structures
Asset Acquisition
Buyers select specific assets to purchase and limit liability exposure, while sellers may face higher tax implications but reduce ongoing liability concerns.
Share Purchase
Offers potential tax advantages for sellers but involves buyers taking on all business liabilities. Provides a smoother transition with less disruption to operations.
Debt Financing Solutions
Hayden Advisory provides debt financing services for small to medium-sized businesses, working with entrepreneurs, business owners, and lenders to create financing packages at competitive rates.
Senior Debt
Higher-ranking debt secured by collateral with lower interest rates than subordinated debt.
Bridge Loans
Short-term financing solutions for immediate capital needs with faster approval processes.
Convertible Debt
Hybrid loans combining debt and equity features, offering creditors options to convert to equity.
Specialized Financing Options
Expansion Financing
Capital solutions for growing businesses looking to expand operations or enter new markets.
Working Capital
Short-term financing to cover operational expenses and day-to-day business needs.
Equipment Purchase
Specific financing solutions for acquiring new machinery or equipment for your business.
Inventory Financing
Short-term loans allowing companies to purchase inventory on credit to generate sales.
Preparing Your Business for Sale
Proper preparation is essential to attract buyers and streamline the sale process. Ideally, start preparations three years in advance to address challenges like tax implications, employee stakes, and business direction.
Key Preparation Steps
1
Business Valuation
Obtain a professional assessment to understand market value and identify valuable areas of your business.
2
Identify Buyer Type
Determine whether to market to financial, individual, or strategic buyers to shape your marketing strategy.
3
Ensure Independent Operation
Train employees to handle operations so the business can run successfully without owner involvement.
4
Manage Working Capital
Maintain steady revenue and positive cash flow by collecting receivables and optimizing supplier terms.
Additional Preparation Considerations
Tax & Real Estate Planning
Address obligations ahead of time and seek professional help to generate tax concessions and establish good credit.
Expense Management
Maintain good financial standing through regular expense reviews, strategic spending, and thorough documentation.
Organize Administrative Paperwork
Document financials, equipment, property, and legal contracts for at least three years to streamline the sale process.
Set Realistic Timelines
Understand that businesses with revenues over $1 million typically take 12 months to sell from listing to closing.
Enhancing Company Value Before Acquisition
If you're planning to sell your company, increasing its value can significantly improve your chances of achieving desired sale goals. Consider these key value drivers when preparing for an acquisition.
Value Drivers
Strong Brand
A recognizable brand spreads acquisition costs over more sales and attracts new customers.
Competitive Advantage
Well-defined advantages that are difficult to replicate and essential to customers increase value.
Loyal Customers
Satisfied customers less likely to defect post-acquisition reduce future customer acquisition costs.
Strong Reputation
Good reputation reduces risks of hidden issues and increases employee commitment to the company.
Additional Value Enhancers
Proven Management Team
Reliable leadership with established track records increases acquisition value and reduces risks.
Robust Systems & Processes
Well-documented operations ensure smoother post-acquisition integration and reduce the need for significant changes.
Significant Market Share
Companies with strong market positions are less risky for buyers due to established customer loyalty.
Strong Financial Performance
Positive growth trends and consistent sales make the company less risky and more attractive to potential buyers.
Strategic Value Elements
Intellectual Property
Valuable assets such as patents or proprietary technology increase company value by reducing risk for buyers.
Synergy Potential
Products or services that complement a buyer's offerings can improve sales and profits post-acquisition.
Scalability
Business models that allow quick expansion into new markets appeal to buyers interested in growth opportunities.
Asset Sale vs. Share Sale
When selling or buying a company, the deal can be structured as either an asset sale or a share sale. Each approach has distinct advantages and disadvantages for both buyers and sellers.
Asset Sale Structure
In an asset sale, the buyer purchases the operating assets of a business, including tangible assets (fixtures, furniture, equipment, inventory) and intangible assets (brand name, client list, contracts).
Buyer Benefits
- Clear severance from pre-closing liabilities
- Tax efficiency through asset allocation
- Selection of specific assets to acquire
Seller Considerations
- Company continues to exist with cash proceeds
- Longer preparation and negotiation period
- Potential higher tax implications
Share Sale Structure
A share sale occurs when the owner sells shares of the existing corporation to the new owner, transferring legal responsibility for all business liabilities.
Seller Benefits
- Potential eligibility for Capital Gains Exemption
- Higher potential net proceeds
- Straightforward negotiations
Buyer Considerations
- Smoother business transition
- Less disruption to operations
- Requires thorough due diligence
Industry Expertise: Business Services
The business services industry includes companies that build business systems and provide infrastructure to support other businesses, such as SaaS, IT consulting, data processing, hosting services, and third-party HR services.
Business Services Industry Drivers
E-Commerce Growth
Increased e-commerce demand drives retail companies to improve technological infrastructure and security, boosting demand for business services.
Corporate Profits
Higher profits increase demand as successful businesses update technology to handle growing customer bases.
Technological Innovation
Rising innovation in data processing requires companies to improve systems, increasing demand for third-party assistance.
Value Factors in Business Services
Recurring Revenue
Established, diversified customer bases with high retention through subscription models warrant higher valuations.
Experienced Professionals
Skilled teams and defined training processes are essential; retaining key personnel during ownership changes is critical.
Niche Service Offering
Specialized niches supported by R&D and technical training help overcome low barriers to entry and high competition.
Strong Margins
Asset-light companies with robust margins and cash flow are particularly attractive to potential buyers.
Financing a Business Acquisition
When financing a business acquisition, you can use debt, equity, or a hybrid approach. Each method has distinct benefits and drawbacks depending on deal size, complexity, and your financial situation.
Financing Options
Debt Financing
Includes loans from banks or lending institutions, common for smaller deals. Options include term loans, lines of credit, and bridge loans.
Equity Financing
Involves selling company shares to investors, often used for larger transactions. Includes private equity and public equity approaches.
Seller Notes
The seller acts as a lender, receiving part of the purchase price over time. Useful when lacking full capital for the acquisition.
Asset-Based Lending
Loans secured by company assets, helpful when cash flow is low but assets have significant value.
Tips for Securing Financing
1
Create a Strong Business Plan
Outline goals, strategies, and repayment plans to convince lenders of your knowledge and potential for success.
2
Leverage Existing Relationships
Getting commitment from existing lenders may offer lower rates and a smoother approval process.
3
Choose an Appropriate Target
Show lenders why the acquisition improves your current business through synergies and strategic alignment.
The Benefits of Going Private
Public companies face extensive regulatory requirements that increase administrative overhead and professional fees. For small and medium-sized companies, these burdens can significantly impact operating margins and reduce time for growth pursuits.
Advantages of Private Operation
Reduced Regulatory Burden
Eliminate quarterly and annual filing requirements, management certifications, and other compliance costs.
Long-Term Focus
Freedom from quarterly earnings pressure allows concentration on building long-term enterprise value.
Financing Flexibility
Access to private lenders, banks, crown corporations, and fintech platforms provides diverse capital options.
Streamlined Decision-Making
Faster implementation of strategic initiatives without public disclosure requirements or shareholder concerns.
Going-Private Process
The process involves purchasing all outstanding shares, often through management pooling equity and using debt in a leveraged buyout, or a consortium of investors financing the deal with bank loans. Proper execution requires accurate estimates of future cash flow and fair market value.
Due to the complexity of take-private transactions, consulting professional advisors or M&A firms specializing in business valuations is highly recommended.
Our Global Reach
The team at Hayden has completed business valuations in Canada, United States, Europe, Africa, Asia, and the Middle East. We provide services to global clients through remote capabilities or on-site as required.