Buying and Selling of Companies Tailed Off a Bit in 2017

By Neal St. Anthony and Patrick Kennedy, Star Tribune

The sale of Minneapolis-based Arctic Cat proved something of a proxy for the 2017 Minnesota mergers-and-acquisition trade.

Publicly held Arctic Cat, which had just moved 60 employees into new headquarters in the North Loop, was acquired by Rhode Island-based Textron for $247 million.

It’s no fun to lose a headquarters company that was starting to get some traction after years of rocky ­performance.

Textron said it would offer most headquarters employees jobs at Arctic Cat’s St. Cloud office and plant. And Textron is adding engine-and-off-road vehicle factory jobs in St. Cloud as it transfers some production from plants in Germany and Augusta, Ga.

Another example: Family-owned Holiday Stores was acquired by a Canada-based fuel-and-food-store consolidator in a deal estimated at $1.5 billion.

Scratch the surface on that deal, and the end result may be better than first imagined.

Overall last year, the M&A trade, which generally has done well since the Great Recession of 2008-2009, slipped in 2017.

Nationally, 10,104 U.S. companies were acquired last year with an aggregate value of $1.5 trillion.

That was fewer deals than red-hot years of 2014 and 2015, and the lowest deal value since 2014, according to figures on reported transactions collected by Dealogic.

In Minnesota, only 166 acquisitions were announced compared with 184 in 2016, a 10 percent decline. And total deal volume was $23.4 billion, the lowest volume since 2014. The number of fourth-quarter deals in Minnesota was down 32.7 percent from the fourth quarter of 2016. And it was the second fewest number of deals reported in Minnesota since the fourth quarter of 2010.

The deal market is slower, partly because the number of megadeals has slowed after several years of huge mergers, for several logical reasons. And ­Dealogic and other data aggregators typically don’t pick up all the small, unreported deals. That’s where there has been a lot of the action lately.

“Last year was very good and I believe this year will be good, too,” said Andy Kocemba, owner of 20-broker Calhoun Companies, the business broker of companies up to $15 million in sales. “The deal market is not getting tired from where I sit.

“Our market is strong. Baby boomers are selling and able to get good prices for their ­businesses.”

Proxy for the economy

The M&A market also is seen as a proxy for the economy. A brisk market usually indicates that business buyers are confident in the future, and sellers are getting a fair-to-rich price, which is definitely the case in recent years.

Moreover, Minnesota companies have been buyers of companies, large and small, around the United States and the world.

For example, huge UnitedHealth Group, which alone has a market value of $235 billion, agreed in December to buy DaVita Medical Group for $4.9 billion in cash. The medical staff of more than 2,000 at DaVita Medical would join a roster of some 30,000 doctors already working for or affiliated with UnitedHealth’s health services business, Optum.

“This acquisition fits into UNH’s plan to direct patients from high-cost hospital settings to lower-cost urgent care and outpatient facilities and will leverage its vast physician footprint to accelerate that change,” Raymond James analyst Michael J. Baker said in a note to investors.

Word of that acquisition arrived days after UnitedHealth competitor Aetna agreed to be acquired by CVS Health in a $69 billion bid to vastly expand in-store health care service offerings.

In September, Vadnais Heights-based H.B. Fuller agreed to buy Royal Adhesives & Sealants of Indiana for $1.6 billion. That unites two of the nation’s leading makers of commercial and industrial adhesives. Royal adds a $650 million business to Fuller, driving annual sales to $2.9 billion. The acquisition is the largest in Fuller’s 130-year history.

Record amounts of cash

The M&A market has been active with many companies selling for 10 or more times operating earnings. There is ample credit around at still-cheap rates. Corporations have record amounts of cash on the balance sheet. And it’s been cheaper to buy a competitor or extend a product line through an acquisition than to invest in organic growth.

Jamie Snelson, co-chair of the M&A practice at Fredrikson & Byron, which represented Arctic Cat in its sale, thinks the M&A motor still has fuel.

“Our deal flow at Fredrikson increased slightly from 2016 to 2017, even though we saw several deals pushed back from December to January [to take advantage of the 2018 business tax cuts by Congress],’’ Snelson said.

Fredrikson, one of the larger law firms in the Twin Cities, sees more deals coming in the hot areas of digital health care and artificial intelligence.

Jamie Frommelt, head of M&A at Craig-Hallum Capital, said his shop had “a good year, not a great year,” in 2017.

“The years 2015 and 2016 were very good year in terms of number of transactions and fee volume,’’ Frommelt said. “The start of 2018 feels better than 2017.

Tax law delays deals

I don’t know if it was the uncertainty around the presidential election, or possible tax-law changes. We could have closed two transactions in December, but sellers delayed the closings until this year to benefit from the new tax law.”

More companies are starting to sell stock to the public as a way to finance expansion.

IPO activity bounced back nationally in 2017 with 166 IPOs, up 69 percent from 2016. In Minnesota, three companies went public, making it the most by Minnesota companies since four completed IPOs in 2007.

In May, Grand Rapids-based ASV Holdings raised $27 million, in June New Brighton-based Calyxt Inc. raised $56 million and in August Plymouth-based Celcuity Inc. raised $26 million from its offering.

Calyxt, an ag-tech company developing healthier specialty food ingredients, raised the most money from its offering and had the best performance among the Minnesota IPOs (106.6 percent total return since inception). Calyxt priced its offering at $8 per share. It has recently traded over $23 per share.

Ryan Brauer, co-chair of Fredrikson’s securities practice, sees the public-offering business accelerating.

“I think there will be more private companies … that view the public markets, particularly health care and technology companies, as a good exit strategy,” Brauer said.

Neal St. Anthony has been a business columnist and reporter for the Star Tribune for 30 years. He also has worked in financial communications for two publicly held companies.