The 12 months 2020 was a shock for all of us from each private and enterprise views, however 2021 is shaping as much as look a lot better, particularly for Washington hashish corporations. Previously three months, I’ve had critical conversations with many consumers and potential purchasers concerning M&A actions. The tempo of inquiries has accelerated considerably since early January.

Not too long ago I wrote about Washington M&A exercise (see here):

MSOs (multi-state operators) and worldwide hashish corporations (particularly Canadian public companies) try to purchase and promote pursuits in WSLCB licensees. We will anticipate extra of this in 2021 and extra WSLCB resistance to MSOs and international funds investing within the Washington hashish market.

Primarily based on the time period sheets we’ve been receiving and making ready, it’s clear that retail licenses, which have all the time been in demand, proceed to be probably the most fascinating acquisition targets and command the perfect worth. We now have seen provides for naked retail licenses go as excessive as $1MM every, whereas teams of retail licenses with a constant, stable retail model go for a lot of occasions that quantity.

There may be rising curiosity in producer and processor licenses, as effectively, with naked licenses usually topping out across the mid-$400k vary for a Tier 3 license. The place further property are concerned, and particularly the place the vendor has created a viable enterprise ecosystem (and never simply sat on a license), many different valuation components come into play within the negotiation course of.

Buy choices are all the time in demand the place non-Washington and non-U.S. funds are concerned as a result of the pure sale of a purchase order possibility, the place no cash flows by way of to the licensed firm, doesn’t have to be disclosed to the WSLCB. That permits MSOs and worldwide operators to purchase and promote the majority of a licensee’s Washington marijuana-affiliated property with out WSLCB oversight.

This restriction additionally implies that corporations which can be prepared to carry hashish escrow funds and act as closing brokers are all the time in excessive demand. As attorneys we can’t symbolize our purchasers and act as escrow or closing agent for our offers, so if any good hashish transaction escrow, please ship them my method. I’m all the time looking out for extra business contacts.

With business consolidation comes a normal enhance in sophistication amongst potential acquirers, and that additionally means there are extra tire kickers and window buyers. In case you are a potential purchaser, don’t attempt to save cash by avoiding an legal professional and having your dealer put together your time period sheet or letter of intent (LOI). You’ll almost definitely come throughout as an unmotivated purchaser and get ignored.

I do know that brokers present invaluable enter and companies, and plenty of of them are effectively value their salt. However I can all the time spot a time period sheet, LOI, or contract that was ready by a dealer – or typically worse – by either side’ brokers earlier than any legal professional is consulted. Save your self a while by having your dealer put your bullet factors down in an e-mail to your transaction legal professional. Your legal professional will thanks for it, and your deal will go a lot smoother from the gate.

And one different tip: don’t confuse an actual property dealer with a enterprise dealer. I cringe each time I get an LOI that comes from an actual property dealer’s workplace as a result of it’s all the time much less useful than one coming from a enterprise dealer who’s enjoying legal professional. I’ve no downside with brokers flexing outdoors their core territory in the event that they get it proper, however it’s usually not proper. (As soon as I used to be concerned in a deal the place the contract wanted six amendments as a result of the events insisted we persist with the unique subpar contract ready by the brokers. It wasn’t low-cost or simple for anybody concerned from that time on.)

On the brilliant facet, I had an ideal dialog just lately with an M&A advisory agency based mostly in Silicon Valley, they usually report that hashish enterprise valuations are getting extra grounded in actuality. That’s higher for patrons than sellers, however it’s actually good for everybody as a result of it means the market is maturing and we can have extra stable knowledge to depend on. This agency previously labored completely in tech and since 2017 has labored completely in hashish, serving to potential sellers and patrons justify firm valuations as the acquisition value negotiations are taking place. Here’s what I realized:

  • Personal corporations are at the moment valued at ~8-10x earnings
  • The market is shifting away from earnings towards an EBITDA mannequin to reward higher corporations
    • For 2021 gross sales, a present EBITDA of 5-6x is suitable
    • A $20-30MM income firm may defend 8-10x a number of of EBITDA
  • For retail corporations
    • Valuations dropped to 0.75x revenues in 2020 however have already elevated to 1.25x revenues in 2021
    • EBITDA margins of a minimum of 15% and there may be nonetheless some room for development
    • Manufacturers nonetheless maintain probably the most potential; an excellent model can get 2-2.5x income

In order we’re off to the races in 2021, preserving these factors in thoughts will assist sellers get good worth for his or her corporations and patrons set up good metrics upon which to make their provides. See you on the market.