STG bought Mac Baren and Sutliff for a song.
I actually disagree. Certainly I think STG will do very well; companies don’t generally do deals they think are bad for them (although having said that studies have shown that most acquisitions are decretive of shareholder value, largely due, I suspect, to what economists like to call "the agency problem"). But the good deal here stems from the synergies of the transaction, not the intrinsic value of Mac Baren on a standalone basis. Buyers rarely pay up for synergies that
they bring to the table; when it does happen it's always because of a bidding war, and as essentially the last man standing in the pipe tobacco world STG knew that wouldn't happen. In this case the price was actually slightly on the high side for a deal in Europe. Valuation of non-tech companies (tech and other high growth businesses are a very different conversation) is usually expressed as a multiple of EBITDA, a crude but frequently used proxy for cash flow. For several reasons valuation multiples of EBITDA in Europe tend to be lower than those for US transactions, and multiples for slow or no growth companies are typically
significantly lower than multiples for companies that demonstrate a history of rapid organic (i.e. not acquisition driven) growth; this latter point is true whether the deal is in Europe or the United States. Obviously the deal in question was a) in Europe, and b) for a slow growth business. Both these facts have to be taken into account when evaluating the reasonableness of the price STG paid.
The multiple of the Mac Baren deal was 6.3X, which is to say STG paid 535 million DKK for a business with EBITDA of 85 million DKK. This multiple is perhaps 25% above the European average for a small middle market company with little prospects in the way of organic growth; it is likewise perhaps 20% lower than a buyer might have paid in the US. So in brief the pricing here would be slightly below the average deal in the States, and a bit better than the average one in Europe; all adjusted for size, industry, etc.
All this is somewhat generic, without knowing any of the details that can also materially affect valuation. Some of the things that can drag a price down, for instance, are liabilities that are assumed by the buyer; in this case those would include but not be limited to termination costs for employees (higher in Denmark I suspect than Virginia), and closure costs for the various facilities (lease obligations, remediation if any, etc). Other possible negative adjustments are for outstanding debt, deficient working capital, etc.
I'm not saying that STG won't make money off the deal. As I said at the start I absolutely think it's a good deal for them. The price paid, however, was not a song. With a dearth of other strategic players lining up to bid that only left private equity funds, and a) this deal is pretty small for most funds to be interested, b) growth, the holy grail of all buyouts, is largely absent, and c) when the time for an exit comes (the typical time horizon of PE funds is 3-5 years) who do they sell too? Another fund? STG?
All of this is to say that the price paid seems reasonable to me; it could have been a bit higher, or a bit lower, but it's in the ballpark of what a willing buyer would pay a willing seller, especially in a market where all the other strategics are long gone.