Creative Deal Structuring for the Win
In 2018, Murraysmith was a ~$25 million revenue, primarily Pacific Northwest-based water/wastewater engineering firm founded by Hal Murray and Phil Smith, and led by CEO Chris Rayasam.
In December 2018, Murraysmith engaged AEC Advisors under the Key Client program to evaluate the valuation, structure, and potential risks of an acquisition target in California.
The acquisition target was a firm of similar-size to Murraysmith, a leading bridge design firm by the name of Quincy Engineering. Quincy had a strong reputation, a top-notch team of highly-skilled professionals, and was actively being pursued by several other reputable engineering firm buyers, all of whom were larger than Murraysmith. Additionally, it was clear from meeting each other that there was clear alignment of people and culture between the two firms. Therefore, Murraysmith’s challenge was how to compete against the larger, better capitalized buyers to “win” the deal.
Chris quickly identified two key opportunities that would allow Murraysmith to make a compelling financial and strategic offer to the Quincy shareholders. First, there were several areas within Quincy’s business that could be improved, and Chris felt strongly that Murraysmith’s culture of high performance could be implemented to enhance performance at Quincy. Secondly, Chris was well-aware of the valuation arbitrage in the AEC industry that places higher valuation multiples on larger scale businesses. Therefore, the business combination of Murraysmith and Quincy would help transform the two companies from being regional firms in single markets, to a firm that was twice the size and one of the largest transportation and water infrastructure firms in the Western U.S., and likely to catapult a combined firm to a new valuation level.
AEC Advisors evaluated Murraysmith’s ability to pay for a firm of Quincy’s size, analyzing the firm’s liquidity, borrowing capacity, and use of stock as deal consideration. Next, AEC Advisors developed an accretion / dilution model to analyze the impact of the merger to Murraysmith’s existing shareholders under various valuations, transaction structures, and potential synergies. Our analysis provided Murraysmith with the knowledge and confidence needed to develop a creative financial and strategic offer that beat out other competitors.
Murraysmith and Quincy merged in May 2019. Over the next 12 months, Quincy’s earnings doubled and the combined Murraysmith + Quincy become one of the premier water/wastewater and transportation design firms in the Western U.S. In 2021, Murraysmith + Quincy merged with CONSOR Engineers, which is now a 1,500-person firm with offices across North America. Chris Rayasam is now the CEO of CONSOR.