Mergers & Acquisitions For Dummies with Bill Snow #54

After all, all art is experience. Hello and welcome to The Company Doctor. We're very pleased to be joined today by Bill Snow, the author of Mergers and Acquisitions for Dummies. He's going to be sharing with us his unique perspective on the M&A process, and helping to turn what is a pretty complex and nuanced procedure into an accessible topic that even I can understand. A quick reminder before we start that you can sign up to our mailing list to receive notifications of new episodes and show notes from each discussion on our website, which is of course thecompanydoctor.com.

Hey Bill, welcome. Thanks for joining The Company Doctor.

Well, thank you for having me. I'm pleased to be here.

We're really pleased to have you because today the topic is mergers and acquisitions for dummies. And who better than the author of Mergers and Acquisitions for Dummies? How lucky are we?

Extremely lucky to have my— I'm lucky to have your presence. What am I saying, Gary?

Bless you. You're absolutely right. But we're all lucky. And I thought just to kick us off, it would be really good to get a really quick intro to yourself. So tell us, tell the listeners a bit about yourself and your expertise and where you're— a bit about your background. That'd be really helpful.

Sure, sure. So I'm a middle market investment banker. What's an investment banker? We do nothing with investments. We're not a bank, but we call ourselves investment bankers. It's a silly term. We sell companies, we'll help companies buy companies, we'll raise capital, do things like that. So anything where the ownership is being impacted or changed is typically where we come on. The typical thing that we'll do is, is a sale. I have done a few, quite a few acquisitions as well. My focus is middle market or lower middle market in the US. We define that— I used to say $10 million revenue up to $300 million with changes, and it's more difficult to place some of these lower, smaller deals at $20 million in revenue. On up to about $300 million in revenue is where we focus. I've done a lot in the industrial space, distribution, manufacturing, some business services, things like that.

So you don't get out of bed for less than $20 million, by the sound of it.

Well, that's revenue. And then it depends on how well they're running the business in terms of the profitability of the business. But yeah, we want to see typically now at least $2 million in earnings, EBITDA, that fabulous term invented by by someone in the cable industry.

Yeah, we love it. Well, just to kick us off, because, you know, some of the people listening won't really know that much about mergers and acquisitions. So what are mergers? Yeah, exactly. What are mergers and acquisitions in a, in a party, party piece? What are they?

It's a very fancy term, and it's fancy, you know this, because it has an ampersand in it, and that makes it a fancy term. It's basically buying or selling a company. So someone has a business, owns a company or small ownership group, whatever that ownership group is. And let's just say if one person owns a company, he or she wants to retire. That's, that's not the only reason, but that's one of the main reasons. And so that person will contract with somebody like me, a firm like mine, and we will handle the transaction, put the materials together, reach out to the prospective buyers, set up meetings, negotiate the letter of intent, and close the transaction, sell the company. We'll also work on the other side, not at the same time, but we'll also help companies make acquisitions as well.

Wow, sounds super clever. And I was thinking about this when I was looking at your past. I mean, you're an impressive guy, and I was wondering what made you be interested in mergers and acquisitions. Like, when I was at school, I wanted to be an astronaut. What made you want to go into being in mergers and acquisitions?

You know, it's a great question, and it's not by any master plan. And anybody, especially younger people, who want to do this for some reason. I guess they fall down the stairs, they bump their head. I want to be an investment banker. They don't know what it is. I had been banging my head around in business for years. I had sales jobs. I worked for a retailer. We were acquiring mom-and-pops. It's kind of funny. I didn't think about how that M&A work, acquiring retail operations back in the '90s, would dovetail into the work I do now. And then I say I wanted to get into more startup. I thought that'd be exciting. So I worked for angel-funded companies and friends and family funded, venture funded. I worked for a matchmaker between venture capital and entrepreneurs. And so I learned a lot banging my head against the wall trying to figure out what I wanted to do. A colleague from the venture capital days was hired by a middle market investment bank, and so they recruited me and I very wisely turned down that job offer, I think 4 or 5 times. And so I got into investment banking because the owner of that firm called me Memorial Day weekend. I think that Friday of— that's end of May here in the US. And he caught me at a moment of weakness and I said, okay, fine, I'll go to an investment banker. Seriously, that's how I got into it. Yeah.

It's a cool thing to talk about at a party. But what's more fun? Well, what's more fun for you, buying or selling?

Selling a company. I like buying. Selling, more fun. The buying is a lot more difficult. It's brain damage work. I used to be much more intelligent So I'm sad that your viewers are not able to see the really uber intelligent Bill because I've bought a bunch of companies.

No, they will. There are going to be snapshots of you during the postings.

But the buying side is very difficult and it's difficult for buyers to stand out. Buyers are really a commodity in the M&A world just because good companies for sale are a very limited resource. And so buying— I call brain damage work on the buy side.

Right.

Okay.

Do you have to do both to be in mergers and acquisitions?

You don't. You don't. Most people want to do the sell side. And anybody who likes The Who and has listened to Live at Leeds, the expanded version, when Pete Townshend introduces 3 songs and he quips, we're about to do 3 hit singles, and then he says, the 3 easiest. That's kind of the same way with investment banking. Not that selling a business is easy or straightforward because there's always twists and turns and complications, but Buying is difficult because buying is divided into 3 sections, and people don't think about this: the search aspect, the finance aspect, and the negotiating aspect. Finance is easy, plenty of money out there. Negotiating is a lot of fun. It's that search aspect, just trying to find a good company for sale, that is extremely difficult to do.

Yeah, and I guess it's the same in a lot of businesses, that is the discovery piece that's hard. And in your opinion, What are some of the most common misconceptions about M&A that you encounter in your work?

One of the things is that people think it's exciting.

You mean it's not?

No, it's very quiet.

I was jealous of your role. Now I'm not.

Oh, it's boring. I mean, it's fun work and it's all fine and dandy, but it's quiet work. I think people tend to think of M&A as open outcry, right? Stock market floor traders yelling at each other and doing hand signals and that sort of adrenaline excitement. And what I do, what we do at this level, I mean, there's all kinds of different investment banking creatures out there. Certainly people that take companies public, we don't do that. Work with, say, governments to raise money by bond issues, we don't do that kind of stuff. But it's a lot of thoughtful work. It's a lot of analysis. I mean, the first most important thing is trying to find a client, sign up that client, and then put the materials together, and then execute it. The execution is where it really gets a lot of fun because you're on the phone a lot, you're talking to people, you're selling something that other people really want to buy, setting up the meetings and doing that negotiating. So that part is a lot of fun, but it's a lot of quiet work. And I guess, you know, people think that we're on private jet airplanes all the time and got money to burn.

And you just burst my bubble, my friend. But what are though the sort of strategic considerations that drive companies to want to pursue an M&A then? Because I always thought it was because everything's going amazing. So the next step is to go and do an M&A somewhere.

Well, okay, let's talk about that because everybody else talks about the market and what's deal flow like. Deal flow, I don't like that term, by the way. It sounds like you have a wound. My deal is flowing. But when you say M&A, are you talking about making acquisitions or selling the company or selling a piece of the company, selling a division? What side are you talking about?

I don't really know. I'm just wondering what the strategic considerations are that drive the company to either buy or sell, I suppose.

Sure. Okay. Yeah, good question. So on the sell side, the main one is retirement. I want to retire. I don't have anybody at the firm to take over the business. Good people here, but it needs, it needs an executive team or it's just gotten too big for me. And I enjoy the startup and the smaller company. Now, now it's looking like a real company. I need a I want a different group, maybe a private equity firm, to come in and help run it. I want to create some liquidity. I still want to work. I don't want to sell off the whole company, but I'll sell off a piece, create some liquidity for myself, work for a few more years. It really depends what they want to do. A lot of times, sadly, business owners will wait until they run the ship aground, and maybe they should have sold a few years ago. Now they've got an impacted asset that is worth worth less. On the— there could be any reason. And what I always tell business owners is put together your plan. What are you looking to accomplish? Put together that plan and then act accordingly. Hire the right people. On the buy side, a lot of reasons. Most companies are acquisitive. They want to look at acquisitions. They want to make acquisitions. And why is that? They want to add products. They want to add revenue. They want to push into new geographies, whether it's in the same country, going into new countries. Et cetera, et cetera. Could be any of those reasons why they want to grow, maybe take out a competitor, things like that. So it really depends on the specific company, what they're looking to accomplish.

Okay. And have you been involved in— this is a bit of a leading question— in some kind of M&A that didn't go as planned? And everyone, if so, what everyone— and what lessons do you learn from these things? It was useful for people to know.

Yeah, it is. You know, when you talk to people like me, we will have a timeline. Okay, here's what we're going to do. You hire us. And we're going to give you a list of all the information that you need and you got to get us that. We'll put the book together. The book describes the situation. Let's just talk about on the sell side. We'll put a buyer's list together. You'll approve all that. We'll contact all those buyers. We'll get offers. We'll set up— we'll talk about those offers with you. We'll select those we want to meet with. And that should take X amount of time. Everybody always says that we get that done in, you know, 5 months. That's not true. It always takes longer. 9 months, yeah, that's probably more accurate. And people don't like to hear that because they want to get it done right away. It's going to be 9 months, but quite often things will happen that you cannot forecast, whether that's a change in the economy. Uh, we had a client at a firm I was at before where some other guys were working this, and the lawyer was not up to snuff and was— did not have a full staff. We, we recommended hiring a larger firm. Buyer didn't want to do that, and And what happens is when you get into due diligence, so due diligence, you've signed a letter of intent. The buyer is now looking at all the information, confirming everything that was explained and told, and you work on a purchase agreement and you close. This purchase agreement is going to have all kinds of schedules, the contracts and financials and property stuff and insurance, on and on and on, customer stuff. And it's a lot of work. And this, this lawyer was a capable lawyer but did not have a staff.. And so the schedules that took so long, instead of closing, I think in January they were forecasting, that pushed to February. February, they still weren't ready to close. March, they were going to close. And then the big customer for this client fired them. And so that was a huge hit to revenue and profit. Of course, the buyer said, wait a minute, and walked away. And that took a few more years for that business to come back. And the guys were eventually able to sell it. But there's multiple stories like that. And what I would recommend anybody who's thinking about a transaction is to be prepared first and foremost, but also be prepared for things that you can't forecast because you name it, something else is going to happen.

Yeah, that makes— it's good advice. And you talked a little bit about due diligence. For people listening, it'd be useful to tell them high level what it is, but also what I'm really interested in is how often is what you discover in reality to what people have told you. So after you've done the due diligence, how different is it than you expected?

Sure. Well, due diligence is what a buyer will do. So you're running a process, you have all the— you put the materials together, you have all these meetings, you ask the potential buyers who are interested to give a letter of intent, you pick one of those. There's always, you know, some negotiating horse trading going on, and that's fine. And now you've signed a letter of intent with a buyer to do the acquisition. That then goes into the— the process goes into due diligence and the purchase agreement writing. So the due diligence is designed to confirm everything that the seller has said. This is going to be a focus on financial information, but a lot more. The insurance information, the customers, the how good are these customers, the inventory, you know, is it sellable? Are there any issues there? Any issues with the suppliers for the inventory, the customers? And, you know, you name it, there's all this information. Promises have been made. Throughout the process, and due diligence is supposed to confirm those promises. So we have said that the company had $5 million in earnings, let's say $5 million EBITDA, earnings before interest, tax, depreciation, and amortization. The buyer is then going to confirm that we have said $5 million, and if they find something different, they will rightfully say something. If we do the work properly and get it set right, the due diligence should not be an issue because we are confirming, or the buyer is confirming, everything that we know is to be true. And so it's a very important thing. Yeah, quite often you will find things, um, you know, one of the big, one of the big changes is business owners typically don't look at EBITDA, which is this crazy way of looking at earnings. So they don't look at that way. And, and the way that a buyer will look at a business is quite different than the way most business owners will look at their business. Most business owners do not look at the cash flow statement, which drives me crazy. They don't know it exists, or it's some weird thing that doesn't make sense. It's the first thing that I want to see when I review a book, because I want to understand how much money they're making from operations, how much they're investing in plant and assets and so forth, and, uh, and how much they're, they're getting from, from financing and so forth. I want to understand the actual cash flows of the business. So business owners quite often, quite often will not look at that because they're running their business differently.

There's nothing wrong with the way they're running it, but maybe you know what you're looking for. Yeah, but it's good. It's good if you're involved in an M&A that you know what the other person is looking for, I guess. And on the human side, Bill, how important is the leadership, the culture, the people, and how do you get people to kind of come with on the journey and not disenfranchise them while you're trying to do this?

Oh, that's, that's a great question. And it really is going to be on a case-by-case basis. We recommend that a seller going through the process tell only the people that need to know. So probably a few key managers or a few key executives, CFO or controller will be involved, maybe a few other people. But you want to keep that close to the vest. And ideally, you do not want the word to get out, hey, we're selling the company, because if something happens and the company doesn't sell, whether the buyer backs away or the seller changes, his mind or something changes at the company. The company is still viable, but it's not as profitable. You know, you don't want the employees to start saying, wait a minute, you remember a year ago they were talking about selling? They haven't sold. Do we have a problem? Do I, do I need to dust off the resume, look for a new job? So you don't want to tell people until, until you need to tell. You don't want to lie to them either. So you want to keep that close to the vest as much as possible.

Yeah, because I do hear stories where it goes completely the other way, where people didn't find out until the day before or something. And that's not a good look either, right?

You know, that, that quite often happens. You know, you don't want to, you don't want to make that announcement until the deal is done. And there are wrinkles. I mean, I can't imagine I'm working on deals now. I'm sure we'll have other wrinkles as well. I had a deal a few years ago. We were selling something. I thought we were on the eve of closing and I had my phone next to me and it was about 9:00 Chicago time, which is 10:00 in New York where the lawyers were. And I thought I was about ready to exhale. Okay, we finally got this thing done and get a nice fee. I get a phone call to the CFO calling me 10:00 his time. That's not a good— not a good sign, right? And he says that he just heard from the lawyers that the private equity firm doesn't have the money. And so we're not closing tomorrow. Oops.

And so you thought you would have checked, right?

Yeah. We closed a week later. It was a paperwork snafu. So ultimately it was not a big deal. But nonetheless, You know, your heart stops at that time. What the heck is going on? So you can't forecast things like that. Things like that will happen. I mean, it was just some little, like I said, some little paperwork snafu. Things happen. You deal with it. We closed a week later.

Yeah, that's good. But any, any other advice for someone who's maybe going through this at the moment on the communication side? Because it sounds like a difficult tightrope.

Yeah. Yeah. The— well, the point— thank you for reminding me. The point is that I'm glad the firm was a manufacturing company. Obviously, you know, the key managers there, the key executives knew we were working on this because they were meeting with the private equity firm. All the other employees did not know. And so they were told the day of, and the new owner was there. The chairman of the company who was head of the ownership group is kind of a private equity firm before they had private equity. These investors had— they were all in their 80s. They bought it, you know, 40 years earlier or something like that. And so, so the chairman was there, they gathered everybody in the facility, and they read a nice, uh, nice letter. And, and it was actually a really good handoff. That was handled very, very well. But if that news had broken beforehand— we're supposed to close on Thursday, and Thursday comes and goes and the thing doesn't close— that's when people start saying, what's going on? I'm talking about the, the paperwork snafu. So it, it was a good thing that the word did not get out because we had this little snafu that we got it close, just took an extra week. But that week could have been a big problem if we had told people.

No, I'm sure. But what about the rumor mill? How often does that kind of leak and then you have to contain messages because there's not—

Yeah, yeah, that happens. And so you want to be careful. So when we have a client, you know, one of the first things is, okay, dress code. Oh, I mean, look, sometimes companies tell everybody, I'm going to sell it. 'You know, and this is what I'm doing.' And that's fine if they have that kind of relationship with their employees and they can handle that. There's nothing wrong with that. You get a bunch of, you know, guys and gals showing up in, you know, fancy bespoke jackets. Isn't that a nice jacket? Yeah, thank you. And sometimes we'll stand out like a sore thumb. So you want to ask, you know, dress code. You know, you show up in a suit and tie, you stand out like a a sore thumb. You know, this might be a little more tailored. I have a meeting coming up and they told me just wear a golf shirt and khakis, you know, because we don't have to fit in, right? Yeah. And it's just going to be me. I've got a colleague who's going to dial in and to do this meeting with the owner and the lawyer. But yeah, you know, people, they start seeing all these suits walking around the facility, going to meet with the owner, going to meet with the CFO, and a lot of hush-hush. Yeah. It's what you, what you tell people is, look, you never lie. And you say, you know what, everything is for sale. Someone makes an incredible offer, I'll have to, I'll have to consider it. You know, are you selling the company? Are you selling the company right now? Everything is for sale. If I get an incredible offer, of course I'd have to list it. Yeah. You don't want to say no, absolutely not. We're not selling it. And then a month later say, hey, we just sold the company. So never lie. Yeah, yeah.

Never lie. I like it. You can tell a lot of people that and that'll be good for them to know. Just to switch gears a little bit, looking ahead, where do you see the way— what path is M&A taking? Can you see in light of evolving technologies, people talk about AI all the time, but maybe not that, and the kind of post-COVID economic climate, where do you see M&A going? Is it going to change?

That's a great question. I don't know. Something else will happen. We can forecast whatever and something else invariably happens. People, companies will always want to do deals. People have companies, they're going to want to sell them. The nice thing about this business is the nomenclature and the steps and the terminology and everything that is as described in the book, for example, Mergers and Acquisitions for Dummies. I have to give it a plug there. I like it that it tends to have a long runway, which is nice. You know, it's not a software where you can come up with your, your book describing a software and 6 months, a year from now, you know, it's out of date. So things do have a longer horizon. Maybe the valuations tend to go up or down a little bit depending on what's going on with interest rates. The most important thing for anybody who has a business thinking about selling a business or making an acquisition—

M&A.

I don't see many people saying this. It's a Bill Snow original. M&A is microeconomic. Everybody talks about what's going on on the macro and what's going on in the economy and this and that. Those things can have an impact, absolutely. But a good company, well-run company, growing good profits in a bad economy is going to command a good price if somebody wants to sell it. And the check there is a bad company, something that's losing money or struggling, having problems, but the economy is going great gangbusters. That bad company in a good economy will struggle to find bidders. So focus on the company, make your company as sellable as possible. That will create the value for you.

Very good advice, and it's a good way to work anyway. And just, you were talking about the book, you know, I'm interested to know what, what was your driver? Why did you want to write the book? I know you've written many books, but why, you know, M&A for Dummies? I think it's your second edition, actually. But why, why that?

It is the second edition. And, you know, similar to how I got roped into this investment banking thing, I got roped into this, this publishing thing. So everybody always asks— I have frequently asked questions on my, uh, on my website somewhere. Everybody always asks, did you write the book and sell it to Wiley? Or my favorite, it's kind of an insult, they ask How did you get around the copyright? And what people have never figured out is what happens. This is why I talk about something else happens. Wiley came to me to write a book. So I had written a book on venture capital because I was upset about something. A business meeting didn't go well, and I was going to be an article that a two-part, ten-part article kept getting bigger. And I decided to be fancy and weave a little narration through it and have some fun. That was called Venture Capital 101. That was 20 years ago. And I was a very minor viral hit before viral hit was a thing. And that was a lot of fun. I got a lot of overtures, good, bad, and indifferent. I segued into middle market investment banking shortly after that. That little booklet, a PDF booklet that I gave away in venture capital, somehow ended up at Wiley. They wanted somebody to write a book, and because of that, they reached out to me. And so the lesson there, especially for younger people, stay active, stay involved. Cast a wide net, show you have skills, offer something as opposed to ask. If I would have asked to write the book, never would have happened. I showed I had skills and ability, and so they found me, fortunately, and reached out. And if I would have put a plan together to have that happen, it never would have happened.

But it's interesting. So you politely said you get roped into things, but one of your books is about networking. So did you use your skills in your networking book to, to get you on the radar?

Yeah, I did. I call myself the accidental marketer. Because of that. And I was in that book, Networking is a Curable Condition, available on Amazon. Sorry, is that okay to plug all this stuff? You go for it. I basically give these things away. If you need more than an hour to read that book, see a doctor. There's something wrong with you. But there's a lot of good information. But I had a coffee with a couple of people. God, when was that? Back in '15. And they were asking about the Dummies book and I was telling them how it was unfolded and how the situation unfolded, rather than how I got that deal. And writing the book. And I was cracking them up and they said, this is great. You should do a presentation. So, I did a presentation and that's what morphed into Networking Is a Curable Condition, which very much the thesis, I guess you can say I have the philosophy of offering. That is what was at the core of all these things that happened. So, I was upset about something. I wrote a book just to write the book. That led on venture capital. That led to a major publisher. Contacting me to write a book on M&A. Actually, they had LBOs for Dummies, and I said sure. And then I came up with M&A for Dummies, and they said that was a bad idea, and the whole thing fell apart. And then 2 years later, they called me up and said, Bill, we have a new idea. We thought of it, not you. M&A for Dummies, Mergers and Acquisitions for Dummies. And of course, I said, oh my God, what a great idea. How'd you think of that?

A good lesson. There's a good lesson in there. By the way, I love— you wrote an article called Snappy Answers to Stupid LinkedIn Overtures. Yes, I'm not going to talk about it now because we don't have time, but I highly recommend that people check you out on LinkedIn. It's great. I feel another book coming on, on that. Thank you. Um, okay, I've got 2 questions for you, and then we're going to get to a musical taste, uh, Bill.

Oh boy, I'm going to scare you. Okay, go ahead.

It's going to be good. For, you know, for our listeners who are contemplating M&As or they're right in the middle of it, could you share your top 3 tips or your top 3 pieces of advice in a process or getting ready to go? Yeah, let's do, let's do both. If you're in a process and if you're getting ready for one.

Okay. Yeah, let's do getting ready first. That'll give me some time to think of the answers for the second one. So, the things to do if you have a company and you want to prepare to get ready to sell the company. An owner, make yourself expendable. If an owner is integral or viewed as integral to the ongoing success of the company, guess what? The value of that company is greatly diminished because when that owner is no longer around, there goes the value. So make sure other people can run the company. If you're not needed to run the company, I mean, someone's always needed to oversee it and steer the ship, so to speak. But if you're not needed to run day to day the production, the sales, the marketing, the finance, accounting, all that stuff, if you've got other people, the company largely runs by itself. It's going to be worth a lot more. Be prepared for taxes. This is something else that, that a lot of business owners refuse to do. What we say here in the States, and it's probably the same in the UK and elsewhere, is when you get to the closing table, 3 people show up: the buyer, seller, and Uncle Sam. And so you're going to give about a third of your sale to the government. In the UK, it's what, 94%? That's why the Rolling Stones went to France to make albums, right? Isn't that something? Yeah, kind of. Or did you fix it? Did you get it down to 90%?

It's fixed a little bit. It's not quite that bad now.

But you probably have the same situation in the UK and other countries as well. And then have the necessary tools needed for the advisor, the investment banker you hire to do their job. So I think a lot of people look at people like me and I have magic words. I can somehow whisper something. Gary, I'm going to sell this to you. And you say, I'll pay you £10 for it, Bill. And then I whisper my magic words and you come to your senses and you offer £15. Nobody has that ability. And so you have to give what I have as an investment banker. Think of building a house. I have the blueprint, I have the labor. The, the owner of the business has to provide the materials, the bricks and the pipes and the windows and the roofing material and all that kind of stuff. If I don't have all the materials, I can't build a completed house. So I want to have financials that make sense. In the US, we want to see audits or reviews. Ideally, you don't need that, but it really helps. Lately, we're seeing a quality of earnings report. I don't know if you're seeing that yet in the UK, but if we have a sell-side quality of earnings. So the reviews, the audits usually set up EBITDA. You can calculate the earnings before interest, tax, depreciation, amortization. We're seeing more and more of this thing called adjusted EBITDA, right? The elimination of one-time-only expenses, normalizing owner expenses, things like that. Things that go away are supposed to go away. Mr. Buyer, yeah, we have $2 million in earnings, but when you buy the company, here's $1 million. In, in expense that goes away. So it's really $3 million in earnings. Well, if you have a Q of A, that will help quantify that and help make the case to base the company on $3 million in earnings instead of $2 million.

Very good. And then for someone who's about to get into an M&A—

well, that, that's, that's getting into M&A. So if, if they're in M&A, what I would do is, if you're a seller, one of the, the big slowdowns is getting information from the seller. So be prepared. So when the investment banker sends you a list, you're going to get two lists: a list at the beginning to put the book together. It's called a Confidential Information Memorandum, CIM. We love acronyms in this business. That's where EBITDA comes from. Yeah, and M&A is an acronym. We love acronyms here. If you can just figure out how to put an ampersand in EBITDA, we'll be really happy. But, but be prepared to get all that information on that list to put the materials together, and then you're going to have another slug of information, all the due diligence information. So make sure that you're, you're doing that, or you bring in the right person on your team to handle that and be very responsive to the investment bankers as they're getting that information, because they can't go forward unless they get all that information from you. Be prepared, keep your schedule open, because we'll have questions. Well, obviously we'll have meetings at some point. And be thoughtful, be reasonable, be open and honest when you're dealing with the other side, because you want to start scuttling a process is when you start hiding things or certainly dishonesty. Look, no company is perfect. Everybody's made mistakes, bad decisions. That's the norm. And so instead of trying to hide something, because it's all going to come out in the wash, if you're forthright and open and honest, that's the way to handle any kind of issue.

Very nice advice.

I think that's 3 things.

Yeah, I think there's 3 things in there and they're really good ones. So I've got one big question for you and then we're going to musical tastes. So this is about you in the role that you do. Uh, Bill, now looking back, is there any insight or piece of advice that you wish you hadn't received when you first started working in M&A, knowing what you know now?

Uh, well, yeah, I wish I knew everything I, I knew now. Um, I, I guess the biggest is just the understanding of where the interest lies, what, what is easier and more difficult. So selling a company, I thought, was selling. Actually selling a company in a sense is buying. You're looking to buy the buyer. Because you have a limited resource. I've had sales jobs, we've all had sales jobs. It's just pure misery making phone calls and doing meetings and trying to get an order because you might be competing against other sellers, right? 4 other people doing the same sort of service or product and only one's going to get selected. Things are flipped in M&A. So when you're selling a company, a good company, you are actually buying— your client with your advice, of course, is going to be making a decision, assuming you get multiple offers. And if you have a good company growing and all that kind of stuff, you'll get multiple offers. Offers, you'll be able to pick the ultimate buyer. So I wish I understood that. I figured that out pretty quickly, but that was a key attribute, a key aspect of this work that I did not realize when I actually started doing it.

That's pretty insightful and not something I would have thought about, but a really good point. Brilliant. Okay, so, but just before I go to your musical taste, thank you so much for joining on this episode. You talked about being roped in. I think you're more of a magnet. You're clearly A smart guy, you know your onions, and, uh, and we really appreciate you sharing your wisdom with us. People need to get the book because, or you, you got Bill documented, and, and I think, uh, your approach and your, your attitude in life is really refreshing. So thanks so much.

My pleasure.

Now we're moving to the dark side. Now we need to know musical taste. And, you know, we collect tracks on a Spotify playlist on the Company Doctor playlist, but anything that's really inspired you or is interesting to you over your life? We'll take one or two.

Well, I was and am a huge fan of The Who. That was the first band I really got into.

Thought that was coming.

I got to see— I was very lucky. I got to see them on their farewell tour 41 years ago. It's a good thing that I saw them because they'd never played since. I was very happy about that. I was in high school.

That's why it's called a farewell tour, right?

Yeah, I was in high school. But no, I loved the aggression of the playing. And I like the Rolling Stones. I like all that old stuff. But I'd always tell people, what's the difference between the Rolling Stones and The Who? In the Rolling Stones, everybody plays rhythm. In The Who, everybody plays lead. So, of course, I cited Pete Townshend introducing 3 songs live at Leeds. Throughout the '80s, I got into all the hipster music. I was a big Replacements fan, and of course, Jane's Addiction and Pixies. I still have the coolest musical taste of people.

So give us a couple of tracks out of your vast selection.

So I've been delving into a more contemporary band, completely contemporary band, King Gizzard and the Lizard Wizard. And they do every single style. They have a metal album that just came out. And so listen to Gila Monster. And that is the type of song that you want to go and then get into fights when you listen to it. So it's a wonderful, wonderful— Wonderful relaxing track. Yeah. And so we're not going to get one from The Who from you. I would play— you have to do a combo and it's off of Live at Leeds. And so that's Amazing Journey segueing into Sparks.

Right. Brilliant. We are going to add those to the playlist. We're going to give everyone a little bit of a pump up, get people moving.

Oh, that'll make you want to go out there and get punched in the face. It's wonderful music.

Sounds like the perfect song. Bill, thanks again. It's been really inspiring and helpful. Thanks for coming on the podcast, and we hope to see you again soon.

My pleasure. Thank you.

We hope you enjoyed this episode of The Company Doctor. We'd like to extend a huge thanks to the magnetic Bill Snow for joining us from the States and for imparting some of his wisdom to us today. His book, Mergers and Acquisitions for Dummies, is available from all discerning bookstores. And as a big fan of King Gizzard and the Lizard Wizard, I can wholeheartedly endorse his music selections. Thanks to you all for listening, and we'll see you next time.