Tip of the Spear Ventures

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Mergers & Acquisitions: Slowing Down to Speed Up! Part 1

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The Point: When it comes to Mergers & Acquisitions, speeding up isn’t the answer. In fact, I typically see that if those that lead M&A would simply slow down, they actually achieve their objectives faster! So how then do Mergers & Acquisitions leaders and their teams slow down for success? In this two-part post, we’ll explore exactly how slowing down to speed up can be achieved in Mergers & Acquisitions… Enjoy!

The Effect of COVID-19 on M&A

The pandemic has certainly had its impact on the economy. From lockdown mandates to the rebooting of the economy (and sometime unfortunate re-lockdown occurrences), we’re seeing a major effect on the bottom lines of organizations we’ve determined as prospective M&A market verticals. Even with the hope of antivirus on the not too distant horizon (hopefully!), there exists a number of companies that will be pressured by creditors to divest assets to pay down debt and avoid going into business rescue (or liquidation), or to assist in funding ongoing operations due to a cash flow crunch.

With abbreviated timelines, M&A activity now additionally has certain legal and commercial challenges for both buyer and seller at play. Think asset preparation for sale issues give the shortened timeline, providing the buyer with accurate information and time to conduct thorough due diligence ultimately sets the stage for deeper valuation gap analysis.

If money is made during the initial acquisition moment, the buyer must mobilize funding for quick deployment while the seller balances the need for speed and complexity of the divesting process.

Mergers & Acquisitions Strategy

In order to speed up, we’re going to have to slow down. A strategy to help accomplish that is to view the Mergers & Acquisitions Strategy from the Seller’s perspective. With the Seller’s perspective in mind then, the following is a six (6) stage strategy a Seller could employ to make the transaction a reality:

  1. Business Valuation – What multiple (typically 3-5x) applied against what financial term (Cash flow, Seller Discretionary Earning – SDE, and/or EBITDA)? Additionally, taking into account current COVID-19 financial performance considering revenue, expenses, and liquidity are important business valuation determinants.
  2. Deal Structure – What will the proper deal structure look like? From a financing perspective, will it be made up all/parts institutional/non-institutional financing (Banks, Private Equity – PE, Family Office funding), seller financing, and/or buyer funding? Additionally, will there be a need for the seller to provide a transitional services agreement whereby they agree to stay/run the entity during the transitional period typically of 3-36 months?
  3. Business Listing/Auction – As a seller, you’d like to receive the most money for your years of service to an organization. What is the best route to get the most money then? Typically, we approach organizations not listed for sale prior to them listing their business. With these Sellers, they typically don’t know how much their business is worth. Introducing them to a valuation service can be beneficial in determining the value of their entity as well as a potential source for realistic listing of the company. In some situations, businesses are already listed for sale on sites such as BizBuySell.com. Lastly, in distressed situations a business will go to an auction sale process.
  4. Legality – There typically is involved a series of professional advisors (I wrote about surrounding yourself during the M&A process in a post that you can read by CLICKING HERE). Know that as a seller disposing of assets sometimes there is a need for disclosure of key regulatory approvals that may be required to implement the divestment. Understanding these issues enables a seller to (1) be forthright about any problems associated with the organization’s assts and (2) accelerate the due diligence timeline towards the creation of an acquisition agreement.
  5. Buyer Qualifications – Who is going to be the ideal buyer of the business? Most owners have a variety of Buyers approach for acquisition. However, not all Buyers are created equal, and therefore should not be considered as such. Typically, there is a Buyer profile that can eliminate potential Buyers and provide a strategy for who the owner ideally would like to see carry on their legacy.
  6. Leveraging Technology – If the pandemic has taught us one thing, it’s that virtual meetings can maximize your efficiency if conducted properly. Therefore, leveraging technology (virtual meetings, email with clear communications, etc.) can greatly enhance the offerings value to Buyers.

Slowing Down to Speed Up for M&A Success!

So what is your goal regarding established Acquisition Strategy (You can read Tip of the Spear Ventures Acquisition Strategy by CLICKING HERE). Our goal at TIP is to acquire one (1) business each quarter. That’s a lofty goal, and requires numerous business explorations to be conducted each month. But with such a goal, we know that speeding up isn’t the answer. In fact, we’ve found that if we simply slow down the acquisition process we achieve our objective more quickly.

Speeding up wasn’t the answer for us! With speed came a host of issues, such as increasing complexity, unnecessary energy consumption, and overlooking of key due diligence criteria. We also found that we were quick to “fall in love” only to be heartbroken because we overlooked obvious signs that the business wasn’t a good fit for our portfolio.

By slowing down, we were able to go deeper in our due diligence. As a result, we dealt more effectively with the typical increased levels of complexity, overcame easier the obstacles/challenges that presented themselves along the way, and used far less energy. Not only were we able to go deeper, but speed was attained so that we could go faster towards achieving our goals/objectives.

SUMMARY

In this post, Mergers & Acquisitions: Slowing Down to Speed Up! Part 1, we explored how slowing down to speed up can be achieved in Mergers & Acquisitions. Specifically, we reviewed the effect of COVID-19 on M&A, a six (6) stage Mergers & Acquisitions Strategy, and how slowing down to speed up can result in M&A success.

Sam Palazzolo

PS – In “Mergers & Acquisitions: Slowing Down to Speed Up! Part 2” we’ll discuss Pricing Flexibility and Fairness, The Breakup Clause or MAC, Targeted Due Diligence, and Competitive Analysis. You can read it by CLICKING HERE.

M&A: The New Rules of Mergers & Acquisitions – 5 Tips!

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The Point: As part of our Business Advisory Service for Sales/BizDev at Tip of the Spear Ventures, we’ve encountered a number of organizations that are considering selling/merging with another organization. As such, they’re great candidates for our M&A (Mergers & Acquisitions) advisory service. With each passing year where we offer M&A consulting, we find that the best plan is to prepare for the M&A activity, including putting together a team of professionals (In addition to consultants, attorneys, CPAs, etc.) But what if we don’t assemble a top-talent team to assist with Mergers & Acquisitions? In this post, we’ll explore the new rules of mergers and acquisitions, along with providing 5 tips… Enjoy!

New Rules of Mergers & Acquisitions 5 Tips

5 Tips (Rules?) to Follow in Mergers and Acquisition

Often essential for a company’s revenue column, mergers and acquisitions must be done in the right way to ensure that post-M&A creation is as profitable as pre-M&A activity. Why conduct the M&A after all if there would not be significant gains to be had? What follows are 5 tips (or rules) that should be contingency-planned in order to create successful mergers and acquisitions outcomes:

Rule #1: Establish a Dedicated Transaction Team

The timeline for completing a merger or acquisition is often very tight. The firms that will be used, the market specializes in transactions between listed companies and Legal services to reduce costs and since more and more transactions are cross-border, it is a good idea for a head of legal to build relationships with colleagues/consultants around the world.

Rule #2: Pay Special Attention to Regulatory Issues

In the new rules of merger and acquisition, one should pay special attention to regulatory issues. Rarely does a merger stumble because of a regulatory barrier, but if you wait too long before you evaluate that risk, it’s never a good strategy. The experts are unanimous: Legal counsel must ensure that no one in-house is committing a blunder causing a regulatory incident.

Rule #3: Think Team Integration Going In/Coming Out

If it is not necessary to put the cart before the horse and operate as a single entity before having accomplished all the mergers and acquisitions obstacles. It is nevertheless necessary to foresee potential blows from a lack of team integration well in advance of the M&A activity. An Integration Team is therefore responsible for identifying the departments whose operations will be merged and which departments will not be merged.

Rule #4: Do Not Be Afraid to Say “No”

Mergers and acquisitions transactions are relationships that grow and require companies to redefine themselves. If the transaction risks losing value rather than creating it, it may be better to retreat, pass, or say “No.” The fact is that the teams negotiating the transaction are so focused on the realization of the deal that they sometimes do not have the necessary distance to notice the problems that arise during due diligence. These problems are sometimes manageable by changing some of the terms of the initial agreement, but they are sometimes too important to ignore. If it’s not a good deal, regardless of ego/time involved thus far, you’re probably better off pulling the M&A plug!

Rule #5: Take Lessons from Each Transaction

The more we make, the better we are especially if you take the time to take stock after each M&A transaction. What worked well? What were the problems overcome? What were the problems we were unable to overcome? What did we not anticipate that we should anticipate next time? These “lessons” provide the “equipment” for creating lists of things to check for during the next transaction (In an effort to avoid repeating similar errors).

SUMMARY

In this post, we’ve looked at the new rules of mergers and acquisition along with 5 tips (rules?) Equipping yourself/your M&A Team with detailed information and new phases to be explored should allow for more fruitful future mergers and acquisitions activity.

 

Sam Palazzolo

Mergers & Acquisition Disruption for Exponential Growth: How Amazon’s Purchase of Whole Foods Upended Retailer’s Strategic Plan – 2 Tips!

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The Point: When Amazon announced that they were buying Whole Foods for close to $14 billion, the stock price of Amazon rose to 2.4%. This stock price lift was reported by the news to add roughly $11 billion to Amazon’s market capitalization. At this same period, the stock price of Sprouts decreased by 6.3%, Kroger dropped by 9.2% and Super Value plummeted by 14.4%. It was obvious that one could perceive the short term plans of most traditional retailers (including mergers & acquisitions) – that is, working through some shredding machines. Amazon’s recent purchase now holds high implications towards the future of groceries, the food industry at large, including general shopping – it proved how the strategy of exponential growth could be used to disrupt any industry. This post will discuss how any Mergers & Acquisition deal can disrupt an industry using a powerful Strategic Plan that guarantees growth over competitors…Enjoy.

Mergers & Acquisition Disruption for Exponential Growth 2 Tips

Hello, We’re Amazon. We’re Here to Buy You!

The purchase announcement made by Amazon made the speed and nature of future Mergers & Acquisitions far more challenging for all of us, or did it?. There have been 3 questionable premises by which most traditional retailers are now looking to build Strategic Plans on. The first was whether they can include digital capacities quicker than how Amazon is adding more stores. The second being that Amazon’s e-commerce competitive space is still constrained to retails sales in U.S. The last was how retailers who are brick-n-mortar based can transition to a digital world with any profit by cautiously growing e-commerce sales.

It is now very clear that Amazon’s Strategic Plan intends to offer almost everything for customers- this is a strong indicator that the retail arenas are vulnerable. Think of this for a moment, if Amazon was able to buy into the grocery channel, what do you think can stop it from penetrating into department stores, furniture stores, drug stores or electronic stores (Or, fill in the blank when it comes to _____ stores?) Alibaba, for example, did that in China and beyond with their Strategic Plan without regard to Mergers & Acquisitions. Another thing to also consider is that Amazon may decide to use groceries to increase customers’ delivery frequency – this could pile more profit into home delivery vehicles faster. From now on, retailers in any industry must constantly learn how to develop viable retail Strategy Plans that can help achieve exponential growth and compete worldwide in scope. 

2 Tips on Using Mergers & Acquisition Disruption for Exponential Growth

Let’s use the Amazon Mergers & Acquisition as a case study to explain two tips as disruption for exponential growth:

Tip #1: Advance and Merge Physical with Digital Capabilities

Now more than ever, the Amazon Mergers & Acquisitions activity reflects that it’s more strategically reasonable to conclude only the most viable retail Strategic Plan is the one that can advance and merge physical and digital capabilities. This advance and merge will have to be better than Amazon (or your major competitor in your Industry). What this implies is that retailers need to constantly be well equipped in order to compete with Amazon in certain fundamental capabilities – For example, expense management and innovation.

Tip #2: Develop the Innovation Engine

The real truth is that it is not the e-commerce network of Amazon that gives it its greatest competitive advantage. Instead, it is really the innovation engine at its disposal that provides competitive advantage over its rivals. In order to compete with Amazon’s constant innovations; traditional retailers must relearn how to innovate like successful startups do. This will require the movement from predictive plans to adaptive and building teams of agile innovators. Agile innovation teams are small and also multidisciplinary – they are well equipped with every needed physical and digital skill required to complete with task. They are also geared towards rapid pivots, not predictable straight-aways. These teams tend to always prefer creative working environments, instead of hierarchical bureaucracies.

SUMMARY

In this post we’ve explored the topic of Mergers & Acquisition Disruption for Exponential Growth: How Amazon’s Purchase of Whole Foods Upended Retailer’s Strategic Plan along with 2 Tips! As you have seen above, the retail world has recently learned the limitations predictive Strategic Planning can result to (as compared to a Strategic Plan consisting of adaptive innovation – especially in an unpredictable market!) The right moment could be upon us for retailers to rapidly learn how to adapt to their lists of strategic initiatives, merge digital and physical capabilities and improve on the funding/speed for execution through the development of innovation engines.

Sam Palazzolo

Leading at the Tip of the Spear - The Leader

PS – I just published my 4th book, aptly titled “Leading at the Tip of the Spear: The Leader” which looks at the skills needed to successfully lead in today’s business climate. I hope you’ll purchase copies for yourself/the leaders you know. 100% of the net profits go towards supporting my 501(c)(3) charity at the Javelin Institute. Amazon’s editors had the following to say about the work:

“In these days when so many expect so much recognition for doing so little, leadership seems easy, when it’s really harder than ever. To be that person who truly takes a chance, makes a stand, and ventures out in front of the crowd requires courage, commitment, and conviction—qualities that more than ever seem to be in short supply. There’s no shortcut to the skills that mark a true leader, but there are definite strategies that can help you set your internal compass, find the right route, and steer others onto the right path.

Leading at the Tip of the Spear – The Leader focuses on the physical, mental, emotional, intuitional, and spiritual abilities that are found in leaders who are willing to lead. You will learn to develop your individual values and purpose, strengthen your foresight and failure-resistance, step up your self-control, plan for any contingencies, and always stay on the offense. It will take effort and energy to understand the proposed process and fully implement it in life and business, but leadership is all about doing hard things for the right reasons. Once you’ve mastered true leadership, nothing can stop you from having the career and the life you’ve worked for.”

Mergers & Acquisitions: The Problem with Acquisitions – 3 Tips!

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The Point: The usage of acquisitions to divert and reshape corporate strategy has never been more prevalent than in today’s new economy. Today, many leaders prefer purchasing a company as a way of creating easy access to products, technology, markets, management talent, or assets as less risky and faster than picking up similar goals via internal endeavors. So at Tip of the Spear Ventures, we put our M&A hats on and wondered “What is the problem with acquisitions?” After all, it would appear to be not only in vogue, but a relatively easy approach to accomplish organizational growth goals. So in this post, we’ll explore Mergers & Acquisitions: The Problem with Acquisitions along with providing 3 tips… Enjoy!

Mergers Acquisitions Problem Acquisitions 3 Tips

M&A Headquarters… We have a Problem!

It is now very clear that there is a difference between (1) acquiring a company and (2) making it work! There are countless M&A corpses strewn along the business super-highway as reminders. As leaders, we need to understand how to manage acquisitions better and not looking beyond conventional advice.

To make acquisitions work, most analysts often stress one of two methods. First of all, the strategic fit between the target and its acquirer, and secondly how important the proposed subsidiary can provide/adapt to the parent organization’s technique (or modus operandi).

M&A Round Peg in Square Hole

The need to meet an organizational fit between the two companies was what the other approach stressed on – that is, by matching corporate cultures, demographic features, or administrative systems. The success of an acquisition is guaranteed if the degrees of strategic and organizational fit are enough.

Most often, friendly acquisitions that follow this advice fail to work, why? Managers can gain insight into this question on the real acquisition process and not the strategic fit or organizational fit.

3 Tips That Affect the Result of the Process

Recent research reveals three tips, or factors, inherent in the process can affect the outcome:

Tip #1: Fragmented Perspectives

As a result of analysts and specialists involvement in a specific ability and independent goals, fragmented and multiple views of the agreement may occur. General managers may find it difficult to integrate these perspectives. Most of the time, analysts with specialized skills and managers dominate the process of acquiring a company. It will be difficult for managers to support a generalist grasp of the transaction just because of the need for complex technical analysis and number of tasks to complete.

Tip #2: Integrating Perspectives

When the momentum to close the deal is increasing, it can force closure prematurely and thereby limit any consideration of integration issues. The challenges of fragmented perspectives are conquered by top executives if active roles are performed during the acquisition process. Strategies to structure balance among different groups and interests to ensure the proper analysis of integrated sets.

Tip #3: Some Ambiguity Issues

Most of the time, buyers and sellers were unable to resolve some important areas of ambiguity before agreements are complete. Financial analysts and researchers often describe acquisitions as acts of strategic calculation. In sharp contrast, those involved directly with the acquisition process always point to powerful forces beyond managerial control that increase the speed of the transaction.

So What Exactly is the Problem with Acquisitions?

The factors above may manifest acquisition plans, which might be over an extended period, or amid transactions, which will probably be in haste. For every procurement, supervisors ought to consider what factors are making the procedure accelerate and recognize transparency between corporate strategy and other factors like the interests of personal profession or special groups and personality issues – all these intertwine in most cases.

SUMMARY

This is the perfect moment senior leaders need to reevaluate their assumptions about acquisition actions in a principal way – neglecting this will cause a problem with acquisitions. Preservation reassessment by the boards and executives in both purchasing and target organizations with regards to the procurement’s purpose and their capacity to gain benefits in the long haul from the proposed combination may uncover different issues that each party ought to know about. Building up superior understanding of the inconspicuous but useful role that the acquisition procedure plays in the outcome of procurement is an imperative piece of the first reassessment.

Sam Palazzolo

Leading at the Tip of the Spear Lunch Offer

Business For Sale?

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With the continued expansion of the economy, there’s no time like the present for would-be entrepreneurs to consider launching a business (Especially when you consider the recent tax and regulatory reform). Tip of the Spear Ventures’ Mergers & Acquisitions (M&A) Business Advisory Service was established to (1) assist those desiring to purchase a business, as well as (2) those business owners looking to exit or sell their existing business.

Business for Sale_Mergers and Acquisitions

A recent UBS study titled Q1 Investor Watch Report, reports that nearly 60% (58%) of sampled wealthy investors would consider starting a business. The report also reflects 52% of existing business owners are looking to capitalize on the robust economy and sell within the next 5-years (20% would like to create a succession plan whereby heirs would take over the business responsibilities, while 18% say that they will opt to simply shut the business down). Why the large percentage of business owners looking to exit? The study found 2 succession reasons in particular:

  1. Succession plans whereby the business would be turned over to heirs reflect that these successors would rather have cash in the bank versus ownership in the business (82%).
  2. Millennials also reflect a propensity to hold back and not run a business, citing business ownership and entrepreneurship are simply too stressful (80%)

Tip of the Spear Ventures’ M&A Business Advisory Services seek to assist both those looking to purchase a business (Buy-side) as well as those looking to exit their business (Sell-side). Our services combine the best of counsel ranging from M&A expertise, Accountancy, and facts of Legal matters.

To find out more about Tip of the Spear Ventures’ M&A Business Advisory Services,please contact us by phone @ 855.97SPEAR (855 977 7327) or email: info@tipofthespearventures.com.