Mergers and acquisitions are a key strategy for private equity firms. The process of integrating two companies, however, can be complex and difficult in practice.
That’s why a detailed, well-thought plan is key to success.
“Middle-market and lower-middle market businesses don’t have the surplus of people that publicly traded businesses would,” BluWave co-head of research and operations Scott Bellinger says. “Bringing in a BluWave resource will let those resources focus on their day-to-day jobs while outsourcing the integration to an expert who can do it on a much quicker and efficient timeline than trying to do it internally.”
We’re going to walk through the various steps and best practices at a high level.
Merger Planning & Integration Process
Identifying Potential Targets
The first step in any M&A process is to identify potential targets that align with investment strategies and offer growth prospects.
This involves conducting market research, evaluating competitors and considering companies that fit specific criteria. It’s important to consider factors such as the target company’s financial performance, product offerings and market position.
Conducting Due Diligence
Once potential targets have been identified, it’s time to conduct a thorough due diligence process. This is done to assess things like the target’s financial and operational health, legal and regulatory compliance, and management and personnel.
Bellinger says this essentially comes down to a “synergy assessment” of the buyer and the target.
This is critical to thoroughly understanding the organization before it’s acquired. Reviewing financial statements, interviewing key personnel and evaluating systems and processes are integral parts to most diligence exercises.
Negotiating Terms
After due diligence is finished and a company has decided to move forward, it’s time for both sides to negotiate.
The better the communication between the buyer and the acquisition target, the more likely both will be satisfied with the outcome. That being said, they should carefully consider the terms of the deal before signing to ensure it makes sense for their business.
Integrating the Acquired Company
The final step of any M&A process is integrating the acquired company into the portfolio.
Bellinger says this typically takes between 90-120 days and is focused on integrating various integration streams.
This often involves combining operations, systems and processes. The more detailed and clear the integration plan, the better.
Typical key factors include cultural differences, employee morale and operational efficiency.
A cross-functional team of experts from finance, operations, legal and other areas can make for a comprehensive and coordinated approach.
The right plan will outlining the required steps – in detail – to smoothly integrate the acquired company into the PE firm’s portfolio.
To the degree that it’s legally permissible, the firm should keep employees, customers and other stakeholders informed throughout the process. Sometimes no news at all can spook key stakeholders, even if everything’s going according to plan.
It may make sense to hire an interim CFO who’s experienced in these situations and can hit the ground running.
Merger planning and integration is a specialty of the service providers in the exclusive BluWave-vetted network.
“Engaging these firms pre-close can help you understand and validate cost synergies after the acquisition is complete and integrated,” Bellinger says.
Each resource goes through a rigorous evaluation before its admitted into the network, and again before we connect them with you. Instead of spending days or weeks searching for the right resources to plan your merger, we’ll provide the two or three “best fits” within a single business day.
In any case, many of these failures can be avoided, either by better planning, or by calling off the engagement when the two sides realize it’s not meant to be.
We’re going to look at some of the more common reasons mergers and acquisitions fail, along with some potential solutions.
Success/Failure Rate of Mergers and Acquisitions
Instead of asking, “What percentage of mergers and acquisitions are successful?” you may be better off asking “Why do acquisitions fail sometimes?”
That’s because between 70-90 percent of M&As don’t work out, according to Harvard Business Review.
If you’re about to execute a merger or acquisition, don’t be afraid to seek outside, experienced help.
The right resources will know where your blind spots are and how to overcome them.
Here are some of the common M&A pitfalls, and how to avoid them.
The acquiring must be crystal clear about what it wants to achieve and create a detailed plan to reach those objectives.
In many cases, the acquiring company may rush into a deal, perhaps because it sees an opportunity to acquire a competitor or gain market share. A lack of strategic thinking, however, can lead to poorly executed transactions that fail to deliver expected results.
Companies should instead take the time to develop a clear strategy. It should not only outline the company’s goals and objectives, but also specific dates by which they want to achieve them.
SMART goals are a good starting point, and may help avoid wasting time and resources on poor execution.
Companies may become too focused on the potential benefits of the acquisition, leading them to overlook the true value.
They may also overestimate the potential benefits, and fall in love with ideas that will never become reality.
One example of this is when AOL and Time Warner infamously merged Jan. 10, 2000, in a $350 billion deal. Ten years later, the companies’ combined value was around 14 percent of what they were worth when the merger was announced.
There are many reasons why this marriage failed, but one thing is clear: the price tag was far too high.
This can be a major contributor to failed mergers and acquisitions because it often leads to confusion. Employees are often collateral damage to this crucial mistake.
If they don’t understand how the merger or integration will affect their job, they may start to develop anxiety and mistrust. This could snowball into a lack of engagement and motivation, leading to lower productivity and higher turnover.
Lack of communication may also mean companies don’t fully understand each other’s processes or objectives ahead of time.
Instead, they should develop clear communication strategies. This can by done via proactive updates and welcoming feedback from those who may not be directly involved in making decisions.
Unrealistic Expectations
Some companies expect acquisitions to deliver immediate benefits without fully understanding the time and resources required. This is a surefire way to put key stakeholders on edge, leading to disappointment and frustration.
The better expectations are managed from the beginning, the more time leadership will allow for everything to fall into place.
If you get everyone’s buy-in ahead of time, when the pressure does begin to mount, you can remind them about the original plan to which they agreed.
Some key factors to understand about the target company pre-acquisition are its business model, market position or customer base.
This may be particularly difficult if the companies being joined have a lot in common. Perhaps their customer base is similar, but they have a completely different approach to acquiring new clients or sales.
It can sometimes be easier to join two companies that have little overlap. One example of this would be when Amazon bought Whole Foods for $13.7 billion in 2017.
“Millions of people love Whole Foods Market because they offer the best natural and organic foods, and they make it fun to eat healthy,” said Jeff Bezos, Amazon founder and CEO, at the time.
Amazon was not a leader in offering “natural and organic foods” before the acquisition, meaning they could rely on Whole Foods’ expertise in that area without the challenges of merging with an existing process.
Poor Due Diligence
If the acquiring company fails to conduct adequate due diligence on its target, they may overlook key risks or fail to identify potential synergies.
This is a smart time to bring in an experienced outside resource.
The BluWave-grade service providers in our network have helped PE firms hundreds of times in these exact situations. They leave no stone unturned so that both parties can move forward with confidence and begin their journey together without any surprises.
When two companies have different cultures, values and management styles, it opens the door to conflict and perhaps lack of cooperation.
To address this, companies need to be proactive in addressing cultural differences and develop a plan for integrating the two cultures. This may involve cross-cultural training, mentoring programs or the development of a shared set of values and goals.
An interim CHRO can be a invaluable resource in these situations.
Similar to cultural differences, operational differences can also pose a challenge in mergers and acquisitions.
The two companies may have different systems, processes or procedures, which can lead to inefficiencies or a lack of coordination.
The solution is to identify the key operational differences between the two companies and develop an integration plan. This may involve the adoption of new technologies or systems, or the development of new procedures or workflows.
Consider hiring a strong IT due diligence resource in these situations.
Regulatory Issues
The two companies may be subject to different regulations or legal requirements, which can complicate the integration process.
Carefully review each company’s regulatory environment to identify any potential obstacles or challenges.
Involve legal experts in the due diligence and integration process to ensure full compliance.
Mergers and acquisitions are complex transactions that require careful planning, due diligence and effective integration.
While there are many reasons why mergers and acquisitions fail, many of them can be avoided.
By proactively addressing the key challenges, companies can increase the chances of success in their new business relationship.
Fortunately, we have hundreds of expertly vetted service providers who know how to confront each and every one of these challenges, regardless of your industry.
If you’re considering merging with or acquiring another company, set up a scoping call with our research and operations team to see how we can help things go as smoothly as possible.
As part of an ongoing series, we’re sharing real-time trending topics we are hearing from our 500+ PE firm clients. In our most recent installment, Scott Bellinger, BluWave Consulting Manager, shares some of the top reasons our clients bring in merger integration groups and the benefits they gain from them. Learn more by watching the video below.
Interested in connecting with the PE-grade, specialized merger integration providers you need? Contact us here to quickly get started.
Video transcript:
According to data from the BluWave Activity Index, third-party merger integration specialists are consistently one of the top 10 service providers that private equity firms look to for support. Add-on acquisitions are standard operating procedure in private equity, and leading firms rely on expert third parties to seamlessly execute any integration. Here are some of the top reasons PE firms bring in merger integration specialists and the benefits they see from engaging these groups.
When integrating two companies, the goal is always for 1+1 to be greater than 2, however, if not integrated properly, a new add-on investment can quickly go south. PE firms who trust their integrations to expert third parties can guarantee that the integration will be executed properly, resulting in an outcome greater than 2. Additionally, by trusting their integrations to third parties, they are able to rest assured that their companies will be fully integrated – something that strategic buyers are looking for more often. Plus, if the integration is occurring in a founder-led business, a third-party expert is essential given that most founder-led businesses rarely have the talent in-house to effectively integrate both businesses.
The benefits of utilizing these experts go far beyond achieving an outcome greater than 2. For one, these groups can excellently integrate companies quickly – our pros can perform an integration from start to finish in as few as 120 days. Plus, some of our innovative groups can provide additional services complementary to strictly executing your merger integration, such as conducting a pre-merger synergy assessment to help you better understand potential cost-savings beforehand.
We would be happy to connect you with the PE-grade third-party merger integration expert that is exactly suited for your needs, just give us a shout at info@bluwave.net.
At first glance, Troy Templeton is a stereotypical private equity managing partner demonized by the click-bait driven media machine and industry detractors as “people in charge of thrashing companies only to fill Steven Schwarzman’s pockets.” Is part of his role at Trivest to make money? Of course, because that is the role of any business. But when I spoke to Troy—who joined the “oldest private equity firm in the Southeastern United States” in 1989—he told quite a different story than the general public is used to seeing in the headlines.
From his “Just Say No” philosophy to Trivest’s proven “Path to 3x” methodology, Troy considers his main job as the firm’s leader to be “acting as a steward of any business we put its dollars into”; thus, preserving the positive aspects of the culture and providing incentives for founders to take their business to the next level instead of cashing out to fulfill their childhood dream of racing cars (which some inevitably do). With all the disruption happening around us, it’s nice to hear about those who value hard work, job creation, and stability over the long-term—while prioritizing high-growth and money-making. Perhaps this is the headline we should all strive to attain, despite the naysayers’ seeming grasp on the narrative.
Sean Mooney: I’ve heard you say “we run a business not a deal shop.” What do you mean by that?
Troy Templeton: From the beginning of Trivest (1981) the investment philosophy was always about finding good deals and working with companies to make them more valuable. At first, this meant doing a couple of deals a year. But over time, the realization was that we needed to build a scalable business model for PE, otherwise we would just be a deal shop. In order to consider ourselves a business, we worked on the three main components of an investment (deal sourcing, deal execution, and value creation), and put process, data, and strategy around each one of them to make it scalable.
SM: Any chance you will open the kimono on how this works, even on a high level?
TT: Well, for starters, in terms of deal sourcing: we used to source about 300 deals per year, which translates to roughly 25 a month. In June 2021 alone, we sourced 418 deals; and we will likely end up sourcing around 4,000 deals this year. That’s over 10x in deal sourcing compared to what it was with the old model. We’ve done that by investing heavily in this area, and almost 20% of our firm iscomprised of business development professionals. We are not reliant on a single source of deals; instead, we source from multiple channels and have a strategy for finding opportunities in each of those channels. We no longer have to wait for good deals to find us because we are proactively going out with a dedicated team and finding them.
With regard to deal execution, it really comes down to differentiating in a crowded market. In other words: how can we convince an owner to choose us based on things other than price? Our model eliminates pain points for the seller with our “Just Say No” philosophy. This pertains to saying “no” to things like requiring them to reinvest proceeds, aggressive capital structures, requiring heavy debt burdens, escrow requirements, and indemnification or working capital adjustments. We want the seller to see us as stewards of their life achievement. We want to be fair and transparent where both parties feel good afterward.
Lastly, it’s about value creation. This is what PE is all about. In public markets just 4% of public companies triple their value over a five-year period; but 75% of Trivest companies triple their value over five years. This value creation process is called the “Path to 3x.” Every company has six areas of focus: category of one (differentiate), management, measure what matters, organic growth strategy, acquisition strategy, benchmarks to measure against greatest companies. If we can work with a company to align and execute on these areas, that is where the real value is created, and ultimately money is made.
SM: If you’re a founder-owned business considering private equity as a path for expansion and growth, what are the most important questions to ask potential PE investors?
TT: The first question is “will I have to reinvest?” Not all founders will want to do this, but they never ask the question upfront. We had a very successful investment (it was a 10x deal) where three of the key players wanted to reinvest nothing. They wanted a 90-day “out” plan so they could go race cars. Most PE funds wouldn’t invest in this situation, because for the most part, they want founders to reinvest.
The second question is “will I receive 100% of the purchase price at closing?” This question is important from a deal perspective. The devil is in the details, and some term sheets will require all these costs (escrows, working capital adjustments, seller note, earn-out, etc.) that will lower the purchase price significantly. Owners should understand what they will get at close.
I also think owners have a responsibility to ensure their company has a proper chance to succeed, and it shouldn’t be just about the seller maximizing value. An owner should be asking themselves whether the company will be better off five years from now if we do this deal. So, this translates to the third question: “how much debt is going to be on my business moving forward?” Businesses fluctuate, and if an appropriate capital structure is not in place for the company to help it weather whatever storms occur over the next several years, then both the buyer and seller lose. To avoid this, Trivest has a policy of only using senior debt and no more than 3x of operating cash flow.
SM: Have any investments you’ve made outperformed your expectations? How and why?
TT: We purchased a small plumbing business in Kentucky about four years ago and used the “Path to 3x” to build it up significantly through roughly 15 add-ons. During the pandemic, the business started thriving. With each add-on, the founders remained in place after they sold. We minted over 20 people becoming millionaires: this was a life-changing event for most of them. Additionally, 100 employees were shareholders—since we believe strongly in bringing as many employees into the equity of the business as possible. It was such an amazing thing to witness and play a role in, as this isn’t something you normally see in a privately held business.
SM: In terms of “Topgrading”—a term that simply means ensuring the right people are in place—how do expert, third-party resources play into that?
TT: The key to Topgrading isn’t just about the CEO and C-level. It’s also about the next two layers below the C-suite. This is where you can make a dramatic difference, but unfortunately, far too many companies don’t focus on it. I think this is why Trivest has been growing so quickly, because we’ve used this concept in our own company, and it works! Our business development team is filled with great people who “own” their function, and as a result we’ve been able to build a culture of success around it. For any organization, this is an important part of overall company health. While leadership has to come from the top, if you don’t empower other levels of the organization to thrive, then you essentially build a layer of dependency into the process. When that happens, it becomes nearly impossible to scale.
SM: Add-on acquisitions are a core part of the Trivest playbook. In your opinion, what are a few elements that ensure a smooth transition and integration process?
TT: We’ve done about 75 in the past couple of years. Truthfully, some worked and some didn’t—but that’s all part of the risk portion of being an investor. Here’s what we’ve learned:
First up, there has to be a business fit. A lot of people will buy companies when there isn’t a reason for the companies to be together. It’s just about size and irrelevant to the core business; you see this a lot with tech companies. In addition to business fit, there also has to be a cultural fit.
Second, communication must be prioritized in order for the integration to work. You have to be transparent, otherwise, people will think the worst about what’s going to happen (read: they think they are going to get fired). This uncertainty leads to poor performance, and ultimately, people leaving whether this was part of the plan or not.
Third, and likely most importantly: you need a “butt on the line.” Someone has to be responsible for the transition, and you need a dedicated resource to be held accountable for any missed opportunities or failures (and successes too).
SM: If private equity didn’t exist, what would the economy look like?
TT: This may seem hyperbolic, but (especially after 2020) it would be in shambles. Private equity is a key component of liquidity, and a key buyer in every major, essential industry. If PE didn’t exist, founder and/or family-owned businesses could only sell to strategics or a management team. You’d have more public companies, which on average perform poorly compared to PE-backed companies—as I noted earlier. The focus may largely be on cost savings and making money, and wouldn’t necessarily account for people or culture. In short: there would be fewer options for selling, with worse outcomes for the companies post the sale.
Also, to wit, you never hear about the other side of the PE-equation: what these companies we invest in do for their families, communities, and partners. Most founders who realize their life’s goal by selling their business don’t immediately go out and buy a yacht and a new mansion, rather—they typically invest in other companies, provide security for their families and become much more philanthropic. Yes, sometimes they pursue their hobbies like racing cars…but that’s generally the exception and a small part of their overall net worth.
Without private equity, there would be no vehicle for most investors, large and small, to participate in the most vibrant and growing part of our economy—lower and middle-market companies. PE is an important growth engine of the economy, and the economy wouldn’t be nearly as robust.
SM: What is one thing you wish everyone understood about private equity?
TT: I wish everyone would think of us like the Meghan Trainor song “It’s all about that bass”—except for us it’s: “It’s all about that growth.” If we are growing, then our companies are going to do well. From the frontline workers to the founder to the investor, it’s a win-win. Money is simply a byproduct of being a good steward and helping a company grow. [drops the mic]
