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Merit Investment Bank M&A Axioms

M and A Axioms
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Time and time again we see M&A Axioms coming into play for business owners.  We hope this list helps you ask some timely questions of your organization and your investment banker as you contemplate liquidity options.  Enjoy!

  • Time kills all deals
  • If you have one buyer, you have no buyers
  • Think, Know, Prove / Trust but Verify
  • There are only 2 buyer emotions: Fear & Greed
  • Sell on the way up, not on the way down
  • You cannot time the market, but you can be prepared for market moves
  • After you sign the LOI the negotiating power goes to the buyer.
  • 99% of pre-emptive offers are offered at a discount to the market
  • If a buyer does not sell by age 70 – high likelihood, they will not sell
  • On average. sellers overvalue their companies by 59% (Mass Mutual Study)
  • Every deal dies 3 times!
  • 4 D’s – death, disability, divorce, & disagreement (partner)
  • Deal is not done until the deals done! Do not count your chickens or take foot off the gas
  • Buyer and seller are never truly aligned until the check clears (escrow and earn-out released)
  • Selling to a strategic is like turning and battleship – On their time, not yours
  • Businesses are bought not sold
  • Due diligence is Difficult – How difficult? Twice as much as you imagined – unless well prepared
  • An entrepreneur who tries to sell their company his / herself has a fool for a client 
  • Due diligence is a two-way street
  • Customer concentration kills deals
  • Deal killer in M&A is a seller’s value expectation vs. what the market is willing to pay.
  • Deal killer is weak, vague or inaccurate financial reports and controls
  • Financial Buyers can be unimaginative – Give them a path forward and proforma, way to say yes.
  • Best Time to sell? Trifecta of M&A – Personally ready, Business is ready and market Hot!
  • What is the definition of a valuable company? One that does not need you to run it!
  • We all leave our companies one way or another. Horizontally or Vertically – You Decide!
  • When to sell – on the way up!
  • When to sell – 55 years old when achievement and risk aversion are in line
  • Your acquirer will likely fall between 5x – 20x your revenues – “The 5x – 20x rule” 
  • Always leave a little squeeze in the orange for the next guy when selling your company

Merit Investment Bank, a leading middle market investment bank, with a specialization in building products, is honored to have served as exclusive advisor to VaproShield (“VaproShield”) in its sale to (Muncaster Capital.)

by: Merit Investment Bank

SEATTLE – October 31, 2025 – PR.com – Merit Investment Bank (“Merit”), a leading middle-market investment bank with deep expertise in the building products and construction materials sector, is pleased to announce that it served as the exclusive financial advisor to VaproShield, a premier manufacturer of high-performance air and water barrier systems, in its sale to Muncaster Capital, a privately held investment company based in Texas.

This strategic transaction represents a significant milestone for VaproShield, a recognized innovator in the building-envelope industry. For more than two decades, the company has pioneered the design and manufacture of high-performance, vapor-permeable air barrier (AB) and water-resistive barrier (WRB) membranes and accessories. Through its commitment to research, sustainability, and customer-focused innovation, VaproShield has become a trusted partner to architects, builders, and developers seeking to enhance energy efficiency, moisture control, and long-term building performance.

“The sale of VaproShield shows what’s possible when visionary founders create real value and plan strategically for an exceptional exit,” said Craig Dickens, Chairman of Merit Investment Bank. “We were honored to help align the company with the right partner, culture, and capital for its next stage of growth. This milestone reflects years of innovation, discipline, and thoughtful preparation leading to an outstanding outcome.”

The acquisition by Muncaster Capital, am ESOP, will provide VaproShield with additional resources and strategic backing to expand operations, accelerate innovation, and strengthen its presence in both domestic and international markets. Muncaster’s long-term investment philosophy aligns closely with Vaproshield’s mission to deliver environmentally responsible, high-performance solutions to the construction industry.

“VaproShield has built an exceptional brand through innovation, sustainability, and performance,” added Chris Barnes, Managing Director at Merit Investment Bank. “It was a privilege to advise such a forward-thinking team whose commitment to excellence andcustomer trust has made them industry leaders. This transaction delivers a strong outcome for shareholders and positions VaproShield for its next phase of growth.”

Legal counsel for the company was provided by Holland & Knight LLP. Merit extends its appreciation to Stephen McKay and the firm’s M&A team for their seasoned legal guidance and support throughout the transaction, ensuring a smooth and efficient closing process.

The company was also advised by Baker Tilly US, LLP. Merit acknowledges Preston Smith, Director – Transaction Advisory, and Michael Hurst, Partner – Tax, for their expert guidance and transactional support. Their technical insight and professionalism were instrumental in achieving a successful closing.

About the Buyer

Muncaster Capital of Texas, Inc. is a privately held holding company based in Ennis, Texas, primarily associated with the building materials and protective coatings industry. Established in 1986, it serves as the parent company for Polyguard Products, a leading manufacturer of high-performance barrier systems, air and moisture membranes, and protective coatings used in construction and infrastructure projects.

Muncaster Capital oversees operations focused on innovation, sustainability, and long-term business growth within the building-envelope sector. As a mid-sized, family-owned enterprise, it plays a strategic role in managing assets, guiding corporate development, and supporting Polyguard’s mission to deliver durable, energy-efficient solutions to the construction industry.

About Merit Investment Bank

Merit Investment Bank is a leading boutique investment bank focused on serving founder/family-owned middle-market, technology-forward companies. The firm principally executes sell-side M&A, as well transactions with specific emphasis on the building products technology, infrstructure, consumer, and manufacturing/distribution/industry 4.0 sectors.

In addition, Merit offers services including buy-side M&A debt and equity capital raises, restructuring advisory, business valuations, and project financing.

Securities offered through Finalis Securities LLC, Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities

Contact:

Craig Dickens, Chairman

Merit Investment Bank

Craig.Dickens@MeritInvestmentBank.com

253-370-8893

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