How a Tech Founder Transformed into a CEO Championing M&A Growth

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Think.

About how your company operates. Your sales and marketing teams have a platform like Salesforce to keep everything organized and drive growth. Your HR department uses something like Workday to manage payroll, benefits and onboarding finance. They're probably using a top tier platform like netsuite to keep the numbers in check and streamline operations. But what about your M and A team? The team handling the company's largest, highest stake investments? They're likely still managing everything in a folder full of spreadsheets. Now that doesn't make sense, does it? When it comes to M and A, especially buyer led M and A, the stakes are too high to rely on outdated tools. Just like your other departments have specialized solutions to drive efficiency and success, your M and A team needs a platform designed specifically for them. That's where dealroom comes in. Dealroom is built for companies that are serious about scaling their M and A efforts. It centralizes your entire M and A process from managing the pipeline through diligence and into integration. It's about creating one seamless flow that eliminates inefficiencies, reduces the risk of errors, and enables your team to handle multiple deals concurrently. And just like your other departments are preparing to leverage AI for smarter decisions and better results, dealroom equips your M and A team with the tools they need to do the same. Whether you're handling hundreds of deals a year or billions in value, dealroom ensures your buyer led M and A strategy is executed efficiently, allowing your company to scale successfully. It's time to give your M and A team the same level of support and sophistication that the rest of your company enjoys. Visit dealroom.net to learn more about how we can help you drive efficiency, reduce risk and leverage AI in your MA process so you can scale your M and A efforts like never before. Again, that's dealroom.net.

I'm Kisam Patel and you're listening to M and A Science, where we talk with deal professionals and learn valuable lessons from their experience.

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M and A Science. Joining me today is Art Pappas, founder and CEO at Bullhorn. Bullhorn is a market leader in staffing and recruitment software.

Today we're going to talk about introducing.

Strategic M and A to accelerate growth. Art, how you doing?

Good. Hey, thanks for having me.

No, thank you for having me. We're here live in person.

Well, that's true. Yeah, you're in my office.

Bullhorn headquarters, right here, downtown Boston. Can we kick things off a little about your background?

I was a software engineer and I was working for a startup. I was right out of school, I was probably 24 years old working for this startup. It was not going well and I had met the two guys that I was going to co found Bullhorn with. I didn't know I was going to co found the company with them, but I met these two guys through a friend, got introduced. I wanted to start a company, they wanted to start a company. We had different ideas. We had had a good conversation. And then my startup that I was working at went out of business. And they pulled me aside and said, look, we can't afford to keep operating. We're going to give you a severance. And they said, what's a severance? Yeah, I'm 24 years old. I didn't know what a severance was. And they said, we're going to pay you for a little bit, even though you don't have to work. It's separation pay. I couldn't believe that anybody would do that to me. That felt like this is the opportunity. I called my co founder, Barry Hinckley, and I said, barry, I think this is a sign. We gotta go, let's start a business. And he quit his job a couple days later. And eventually the third co founder, Roger Colvin, quit his job at Deloitte. And so we started Bullhorn. I was the chief technology officer when we started. What year was this, this was 99.

Okay.

Yeah. I was originally the product programmer guy, the technology guy and eventually became CEO later.

But you're doing this thing right in the middle of the dot com bubble.

Dot com bubble, yeah. And that, I think that was why we all had urgency to start some business. It felt like the Internet was this hot thing. I had been building products for the Internet and there were products that other people had come up with, but I didn't feel like they were capturing the real opportunity of the Internet. Obviously that company went out of business and so that was true. But I felt like there was all this activity and all this opportunity and somebody could create something really meaningful and powerful. That turned out to be true. But the thing that we came up with first didn't end up being bullhorn as it exists today. We didn't come up with staffing software right away. That took about 18 months and ended up being a pivot.

You started as a tech lead but your role evolved over the years. Now you're CEO. How'd that happen when M and A come into play?

M and A came into play much later. Once we were private equity backed initially we started with a different business model. We ended up discovering the staffing industry, fell into it backwards and investor introduced me to the owner of a staffing firm. It was sort of like, hey, what you're trying to do is build a freelance marketplace. You should go meet my friend who runs a staffing business. They essential do what you're trying to do, but they're the offline version. That opportunity to meet this business owner really changed the whole trajectory of the business because they described to me this problem of having one database in one office and being very successful. And then once they went to multi office and they had many offices trying to collaborate, each with their own database, it was a huge challenge. And they kept spending money on R and D to try to synchronize databases. I said, well, why don't we put your database on the Internet? And this business owner got it immediately and said, okay, let's go and I'll pay you. And I think it was like, I'll pay you like 25,000, something like that a month. Which floored me. And that was like the business. We just went. It took a while to build the software, but once we did, it was very clear that there was an opportunity in the staffing industry to. It wasn't called software as a service back then, but it was very clear that was going to be a great business. Selling Internet based software to staffing firms to help them run their business from start to finish. That's what I've been doing the last 25 years. I was originally CTO. There was a point where it made sense for me to take over as CEO. And that was right as we were really starting to commercialize the software. It was a really tough time. We weren't able to raise capital. And that was the founders putting their heads together and saying, okay, where should we all focus? And I was able to focus on the business. And my other co founder was able to go focus on trying to sign up as many accounts as he could because he had a sales background. And our other founder was really operating as like a chief operating slash, cfo. And so the three of us divided up the labor that way. And it made the most sense for me to take the CEO role. I've really enjoyed it over the last.

Pretty early that year.

It was like 2003, okay, pretty early. I love the CEO role. It's a great role. I've grown into it. I wasn't good at it on day one for sure.

I like it too, but I don't. I don't like competing with the CEOs of engineering backgrounds. I don't know if you know why.

Yeah, you stay really close to the product as a founder, technical CEO. As long as you understand go to market and as long as you understand finance and you can manage those things and you understand product, you're really good with customers. You can understand the customer's problems. You can understand competitive dynamics. Is this competitor a real threat or is this competitor like a feature that we could replicate? That's very important. And also too, you understand good software. When your team is putting out great software, you know what it looks like. And when you're missing the mark, you know what that looks like too. And you're able to get in there and say, okay, like this is a great product.

I was thinking something a little similar. The ability to really zoom in, problem solve, zoom right back out and have that full picture view. You gotta really go through type of engineering program to learn to think that way versus learning the soft skills anybody can learn over time.

I think a lot of engineers like to stay zoomed in and that's a challenge. And I enjoy zooming in for a period of time, especially when I'm problem solving. And I'll get very intense about trying to solve a problem. But I also say, okay, once I feel like I've solved the problem, then I do like stepping back and looking at the full picture. As opposed to just focusing on one component of a solution or I'm not.

Going to your space, I'm not going to come compete with you.

So you bootstrapped for a while.

How long did you bootstrap for?

Sort of a funny story. We did a series a round in 2000, 2001, we did an early series A and we'd had no business raising money, we had no revenue, but we did a series A and then the bottom of the dot com market fell out. And I'd say the dot com boom led us to raising money too much money too early and spending that money too quickly because that's kind of what investors encourage you to do. Oh, you got to build the brand and collect eyeballs. That was like the number one thing was how many clicks per day are you getting? And we quickly moved away from that. But essentially there was. The funding environment for software as a service was horrible in 2002 and 2003. And I would go to venture investors and say, hey, I've got a software as a service business that's approaching a million dollars in revenue. Would you be interested in funding it? And the answer was a resounding no. People told me, I remember one meeting I had with a venture capital firm that ended up later investing in Bullhorn many years later. The meeting ended abruptly when the partner said, look, enterprise businesses are never going to buy software as a service. It's always going to be client server. You're crazy if you think they're going to use the Internet. Fortunately for me, she was wrong. And later they got it and they came around and invested. But people were very skeptical. In a way though, that forced a discipline of we can't raise venture and have free money, but we're going to have to sell our way through this period of time. It also wasn't a great economy. And so it forced a lot of discipline around expense management and being really thrifty and learning how to go get customers to help you fund the growth of the business. We were fortunate. We had some really good luck with that. We got some customers to lean in and take a chance on us, some big customers to do that. And that allowed us to grow organically. We got to 20 million, we were still growing 50% year over year. So we did the triple double, which people talk about you want to triple your business two years in a row and then you double it the next three years. We were able to do that. But unlike most venture backed businesses that do that, earning money along the way, we were doing that Cash flow break even. And so it spoke to the demand for the product. It spoke for that. We had a really great product market fit. We had a huge lead in the market too. We were the best SaaS solution that was on the market. And then when we opened up our ecosystem, created an open API that really made the business explode. So you asked about M and A. We got into M and A. When Vista Equity came along in 2012 and said I want to acquire the business. I didn't know anything about private equity. I certainly didn't know anything about mergers and acquisitions.

We didn't raise anything between that 2002.

There was a round in 2008 where we raised some capital. Most of that was secondary capital used to buy back shares from the original Series A investors and some of the angels. And so that was really mostly a secondary raise. We put some money in the balance sheet. We didn't really touch it. So we basically continue to be profitable throughout that period, which was really interesting. It was largely a secondary capital raise. We thought we might actually burn money for a period of time. But we were able to grow faster than we expected.

Another recession going on right around that time.

Yeah. 0809 that was a tough time for everybody. But 2010, 11, we had great growth coming out of that and it just didn't need to earn money after that. And then Vista came along and said, hey, you got a great business but you could be doing a lot more. Let's talk about what you could do with M and A. There are some businesses that we think could be really great compliments for this business. Naively I said I don't want to raise $20 million in equity to go buy out one of these businesses that's going to be so dilutive to my shareholders. And they said that's not how it works. There's this whole debt funding capacity that you can tap and you can tap the debt markets for capital. All you have to do is pay the 20 million back at exit. That didn't take me long to figure out. Leverage is an amazing thing if you can create growth either of ebitda, but ideally of revenue. And that revenue growth generates ebitda. So it's a simple math equation. Let's say that you think your business can generate 20 million a year bookings, but you do this acquisition and you can double that to 40. Well, paying $20 million to buy a business that could generate $20 million of bookings for you is a no brainer. In five years you'll have $100 million business paying $20 million for that business could be throwing off a ton of profit. The math really makes a lot of sense, especially if you're using debt. So Vista taught us, here's how you not only acquire business, negotiate the deal, get the LOI signed and close and fund it. They also taught us, here's how you integrate it to make it successful so you can hit those sales targets. And I think that was a really great experience working with Vista as our first private equity sponsor because they actually had best practices around acquisition integration.

It's interesting, lately I've been really focusing on a thought leadership point of view called buyer led M and A. And for me doing all these interviews, I always see when a company builds their M and A capabilities, the first deals they may do is really led through a bank process, really driven by the sell side. As they continue doing more and more deals, it evolves and just becomes more buyer led. More emphasis on integrating the company. A lot of those considerations coming in early, even being proactive about finding the deals that really match your strategy versus waiting for bankers to bring stuff. And it sounds like with this example that working with Vista, they help you accelerate that pretty quickly. Of like being more buyer led.

No, absolutely. We were buyer led. We didn't build a team right away. Vista had deal folks that were involved in helping us prospect for deals. They would help us negotiate the deals. Now we do that in house. But their whole methodology was you need to canvas the entire market, have a database of every single target that could be actionable. And you need to decide which deals you want to pursue and which ones you want to pursue aggressively, don't wait for the book. You go make the deals happen. Anybody who has an M and A strategy and is waiting for the bankers to tell them what to buy, to me that makes no sense. You shouldn't even do M and A because you're doing the wrong deals. If you're not looking at every. What are the alternatives? Oh, the banker gives you a book and they said, here, look, this beautiful business, they don't tell you it's the number three product in the market. Don't you want to own number one or number two at least? Or at least know that you can't buy number one because it's too expensive or they don't have realistic valuation expectations or there's a problem with the business or whatever it is, or they don't want to sell. Okay, you want to go into that transaction knowing, here's what I'm getting, I'm getting the best asset that I can get at a price. That makes a lot of sense. And I know from diligencing the asset in the market. It's another thing is you can't diligence an asset in the diligence period that a banker will typically give you. They'll give you six weeks. Okay, you've signed an loi. Now we're going to do final bids are due six weeks usually maybe four weeks, maybe even three weeks, depending on how competitive the process is. So if you aren't canvassing the market and finding here's the targets I want to go after and then going and talking to their customers. How good is this product? You get a book from a banker, you're flat footed. It takes a long time to have lots and lots of conversations with customers. And so we do a lot of that. We front load all of that work. So when we approach a business and say we want to buy you, we know what the customers say already.

Okay, so if you look like a bank process running an auction, trying to get the highest price, pretty reactive, you're responding to their process versus proprietary deals. You're very proactive, you're building those relationships. The key element is the diligence. You've got such a bigger timeframe to really do the diligence. Talk to those customers, know what you're getting into, build a rapport, the executives over there and then probably be a little bit more amicable as you actually move through the process of little things that pop up versus somebody that really wants to close that deal as fast as possible so they can get their cut.

Totally. Most M and A diligence focuses on financial diligence. Let's look at the quality of earnings, let's look at the spreadsheet that shows the revenue retention. But all of that is like looking in the rearview mirror as you drive. Those metrics reflect how healthy was the business a couple years ago. When you talk to the customers, you get how healthy is it now? It's the hardest diligence to do, but it's also the most important. Sometimes we'll look at a business and the financials don't look that great. The CEO will say, yeah, we had a problem with customer experience, but we know that they did and we know that the customers were saying that it wasn't that great, but now it's gotten better. So we can look past, okay, you did have an issue with Churn, but now we know the customers are telling us that you've solved those problems. So we're okay. To move forward where another buyer might look at those same metrics and say, I'm going to pass on this business could be a great business. Sometimes businesses struggle with product market fit. Takes them a couple years to get there. Sometimes they have leadership issues. That customer diligence, I would say that's like looking through the windshield on the business you want to drive rather than the rear view mirror.

How do you approach that? I worked on a deal earlier in the year and I got to the customer saturation, which I thought, hey, there's some interesting there's to look into. But early in the process, they're uncomfortable listening to the customers. Is this sort of focus more post loi?

No, that's a really good question. If you're a horizontal solution looking to acquire a business that focuses on other horizontal solutions, it's hard unless you have a huge customer base. Bullhorn enjoys the fact that we are in a vertical market. We really focus on one type of buyer. And so when we go and sit with those buyers, we ask them, what solutions do you use? We talk, of course, about our solution and how that's going. But a critical part of that conversation is what else do you use? Who do you buy software from? Oh, you use this company. Interesting. We know that company. What do you think? For instance, we have a CIO forum. We bring CIOs in once a year and have an event and we'll go around the room and say, who are your best vendors? Who do you really like right now that's providing software that's unique and driving value in your business. And our corporate development team is part of that meeting to sit there and say, okay, that's really good. I need to take note.

So there's access you can have from your existing customers that give you a sense you're talking to the other products customers that way. Do you ever ask for it? When you're in those early conversations, executive like, hey, do you got a couple customers I can talk to? Do you need to?

I don't even ask, frankly, because like you said, most businesses don't want to bother their customers with, hey, will you talk to this person? That might buy me? That creates a lot of anxiety. Whereas if we are just having conversations with customers all the time about solutions they use and how they value them, they don't see it as, oh, there's a deal going to happen. They just see it as us trying to understand it's actually beneficial for the customer too. Because, okay, Bullhorn understands not their piece of my tech stack. They understand the whole tech stack and how it works together and what's important to me. Sometimes we have many products, sometimes one of our products could be installed at a customer and it might not be the most important part of their world. And we find out they've got this other thing that's driving huge value for them and their business. But we're not asking those questions. We won't even know that. It allows you to give better service to the customer and allows you to get in front of.

That's a big thing. I've been learning because I've. I mentioned earlier that I've transitioned from all the internal operations really working on the business as opposed to in the business. It's a different way you face with the customer. It's more about understanding that broader ecosystem versus just are they happy with the current product and what can we do to improve it?

For us, everything starts with the customer. What's important to the customer, what problems are they trying to solve and where are they focused and where are they going with their business? So we're constantly thinking about how do we meet that opportunity. And it's evolving. So the deal we did text kernel years ago, customers said there are a lot of players in this market that do search and match. Search and match is really important in the recruitment space. But none of them really have a great product. You guys should do that. And we looked at it and we looked at the players in the market and we even looked at this company, Textkernel, which we bought, and we felt like they weren't quite there with the product to the point where the customers were raving about it. Okay. So customers are telling us they want us to solve a problem. We wanted to solve it, but we were concerned that maybe what customers wanted wasn't possible technologically. Fast forward four or five years, customers are telling us this product has come way, way far along. They're fantastic. They're doing a great job. Okay. Wow. If we own that could be really powerful. We could really do a lot of amazing things. Now that they've cracked the code, we had to be there at the right moment. Constantly pulse, checking on. How's that going?

We got like 1400 employees now with Textkernal.

Now 16.

1600. You still talk to customers and go through this exercise?

Yeah. Oh, yeah. I don't personally talk to all 10,000 customers.

No.

But to get the pulse, but that'd be cool.

Source of strategy team or something. I wonder.

We all do. All the executives in the business try to talk to customers. That's Our job. Yeah, we gotta stay close.

Can we go back to the Vista? The Vista part you mentioned trying to understand the model and the debt part got you interested. I wanted to get a sense because I'm doing this interview to get a lot of free advice. People listening probably pick that up by now because our business about 10 million run rate. I've bootstrapped the business. I don't have any outside capital that'd.

Be good for you.

So I want to play the counter argument on this of we get approached every month to get five to seven inbound inquiries, different investors. I'm like, you know, a little hard hit. I want to get to 25 million a year. Then it'll do something because I gave equity to employees and they're incentivized. When you have the P firm right away I'm thinking dilution and it's for me the exercise of like wealth preservation that, hey, if I do this, I'm losing up control equity. And you did that, but that you came up that piece of like, hey, we got this tool of debt that we're going to use and really do some big bold moves that's going to unlock a lot of value. Can you click me through just a little bit more of like what that thought process was to get you to like change your mind?

Certainly to do M and A, it's really hard if you're small. We were approaching 45 million in revenue when we did the deal with Vista. That size, you can start to think about doing M and a. When you're 10 million and you're growing really fast, all you can do is hang onto your hat.

I'm looking at really crappy deals is what you do when you're at 10 million. I'm a deal guy. I gave up all the operational stuff because I don't like doing that. I want to figure out how to get the business to a point to.

Do M and A. I think the calculus around. Anytime you're taking any time you're taking on a private equity investor and engaging a sponsor, you have to say, okay, yeah, I'm going to cede some control. But if I do a great job, I control the destiny of the company. Because as the CEO, if I have a great vision, those investors are just going to want to go along with me on the journey. And I think that's the thing that people forget. They think, oh, the financial sponsor gives me the vision. Sometimes that can be true, but it's not ideal because then your CEO, you're trying to paint by Numbers and follow somebody else's lead. It's much better when the CEO and the management team have a vision and they say, okay, this is where we think we can go. This is how we're going to get there. Financial sponsor helps you think through things you might have missed in your plan, helps you think through how you're going to finance acquisitions and how to make the numbers work. But ultimately, you're in the driver's seat. And the other thing is, okay, if you do a deal with a private equity sponsor and there's lift for you and your team now, you can take risks that you might not have taken. And I think that's an important thing. That was an important thing for Bullhorn. If you look at my management team, everybody's been in this business a while. The least amount of tenure in the company is five years for my direct reports, and the Most is over 20. I have a number of executives who've been at it 20 years or more. And so it's a very long tenured team. And what that means is they haven't been in the C suite or the SVP or EVP level for 25 years or 20 years. They started their journey with Bullhorn at the entry level and work their way up to vice president or director, Vice president, eventually senior vice president, and some of them now in the C suite. And I think when you have that, you have almost like a founder mentality. I really say, like, yeah, I'm the last remaining co founder in the business, but I have new co founders newly minted in the last decade, in the last 20 years. Because these people grew up and they feel a sense of ownership, what that leads to is, okay. Then at a certain point, because they grew up, they started their career, their Bullhorn experience is like their whole life. It's like their livelihood. And so you do have to de risk that a little bit to say, okay, let's get everybody focused on taking some risks and taking some bets, as opposed to being, like you said, thinking about, I just want to preserve what we have. That's why sponsor deals can be really helpful.

Having the great vision and having that relationship with investors that they're really aligned with that vision, ultimately creating a positive relationship. The bad is if it's some friction or you hear the stories of having friction and then you give up control and life isn't as nice as it was.

That happens. You see it all the time. It's really hard to predict who's going to have trouble and who's not.

We'll have to come back to picking out the good investors. I'm curious about that. I'm going to make a note on that.

I don't actually think it's good investors, bad investors. There are such thing as bad investors who behave badly. But most investors I found the last thing they want to do is a CEO search. That is not what they want to do. It's time consuming, it's stressful, it can break the business. They can lose lots of good talent along the way. It's really bad for them. They really want the original CEO who was at the helm to stay at the helm. What I see a lot though is that people struggle with the the transition from either venture backed or bootstrapped to private equity backed because it's so different. There's a high level of scrutiny on the finances and if you're not a detailed person, you don't care about the finances that much. Suddenly somebody who owns a big share of your business does and they detect you do not care about the thing they care most about. That creates an impedance mismatch. It's like trying to put two magnets together. It's never going to work. Or if you don't care about operational metrics that they care about, we got to improve our cost to customer acquisition or customer retention. Oh, no, no, no. We just sell more software. Don't worry about it. Two magnets coming together or you're used to burning money every year and they want you to be profitable and you don't understand why they don't get it. You got to understand that stuff. You really got to understand what good looks like for them. How do they make money and align with, okay, if I do a deal with them, I need to make them money, I need to help them such that we're going to make them two to three times their money in the next three to five years. If you don't know how to do that, then you will probably end up being one of those CEOs that doesn't work out because they're going to figure out how to get to their return.

That's probably the best thing is to get aligned on what those key metrics are going to be, what their ultimate goal is, profitability versus your growth. The returns that they're looking to make then have that level of confidence that you can deliver on that. The M and a part of that story. Do you already know that, hey, with this capital you're going to make some bigger moves. You already have some thoughts. Is there like an initial pipeline that hey, we could go after this company? Or is a P firm coming to you and saying, hey, we're interested in this because we mapped the marketplace out and see there's a lot of opportunities for you to consolidate.

Vista was the latter. We created our own internal team at the end of our hold with Vista.

Beginning is private equity led, then later is more internal.

Yeah. So we brought it internal 2016. And so now today, when we go sit with a financial sponsor and talk about and what could it look like, we have hundreds of targets in our M and A database. We've got them tiered. We know what their revenue is, we know how they're growing. We know which ones are A targets versus B targets versus C targets. We track them. We try to contact them once every quarter at least once every six months and get an update how they're doing. We talk to their customers. We're gathering data all the time, and we know which ones are actionable. Here are a targets that we want to go after in the next 12 months together. That's a very productive conversation.

How many deals have you done total?

It's in the teens.

Okay, teens.

Yeah, high teens.

How many other P firms came after Vista?

First it was Vista, then Insight and genstar came in together at the same time and bought down Vista. And then Stone point came in 2020 and bought a share from both Insight and Genstar.

Cool. Those are your current shareholders?

Yeah, and they've all been fantastic. Every single one has been a great partner.

I think I've heard good things about Insight. I have not worked with them directly, but I've heard really good things. And Vista too.

Great things about Vista, genstar, Insight and Stonepoint. They're all phenomenal. And Stonepoint is now primary shareholder. We work with the most during the years that we worked With Insight and GenStar, they were super helpful, but both very different firms in the help that they provide. And then Stonepoint's unique in that they have concentration in the human capital space and they know a lot about our customers. They own a staffing business, so they understand what is it like to be on the other side and be the customer. But they also own a vendor management business that our customers interact with and the buyers of our customers interact with. And so they know a lot about the human capital space, which is fantastic.

Give you the good and bad about the private equity firms because it feels like it's really interesting that you got a lot of acceleration and the maturity of building your M and A muscle capability early on with Vista in this, your Point example, you're getting a lot of interesting market intel from them. It sounds like there are some, like, the right investors. You got alignment on what the goals are on the business. That they do help you out quite a bit.

The knock on private equity has always been, oh, it's slash and burn and cut costs. And yeah, of course there's a focus on profitability. People's perception of it is, oh, profitability means you're like firing people all the time. That is not what we do. In fact, we like to hire people and grow the business. The business when Vista acquired us was probably 150 people. It's well over 1600 today. A lot of the focus is on, okay, what about the M and A you do? The thing that we've learned that's been really great is like, how do you integrate these businesses into yours? A lot of people who do M and A, I don't know how other software companies do it across the board, but I do know anecdotally that what I hear from other CEOs is like, oh, yeah, we acquired this business and we like, we're going to leave them alone for at least the first two years. And I don't like that. And my team doesn't like that. We feel, and we learn this from with Vista. When you go into a business and you acquire a business, the worst thing you can do is tell people, we're going to leave you alone. Sure, you can do that. But usually what happens is once you own the business, you see things that you want to change. But if you said, we're going to leave you alone and then you go to try to change, well, I just want to change this one thing. People say, well, you said you were going to leave us alone. Now you want to change our comp plans. Now you want to change our benefits. Now you want to change. You can't do that because it's like, why are you buying the business if you want to leave it alone? You could invest in the business. Now you own it. You should be upfront. We are going to change stuff. You have to be transparent. I think that's key. And you can't go in guns blazing and start making changes like, oh, we know best in the early days with Vista. We learned that because Vista's playbook back in 2012 said, you go in, you catalog every single change you want to make in the business and you make it right away. We learned and they learned that's not always the best thing to do because you make mistakes. So we together With Vista quickly calibrated, like, well, maybe we need a period of time to learn about the business, but the first thing you do is you go and you say, look, we bought the business. Things are going to change. Dear employee, congratulations. You've been acquired by Bullhorn because your business is amazing. You built something fantastic. You worked for a great company. Now you're joining a great company, and you should learn about our culture and what it's like to work here. And people will say, what about our culture? Congratulations. You built a great business, a great culture. It's been acquired now. And so you need to think about it as if you've started a new job. And the new job is at this company, Bullhorn. And we don't say that in a harsh way. We say it in a way that's like, we want to be honest. Because you're a smaller company, we're a bigger company. Our culture is going to be the culture that ends up staying long term. You will become part of Bullhorn's fabric, and we want you to embrace our culture. We would never hire somebody and say, hey, we behave a certain way, but you can behave however you want because you're cool. We hired you. We're going to leave you alone. No. We have behavioral norms. Our employees need to adhere to them. And we call those our core values. And their behaviors, like, respond quickly to customers or give people the benefit of the doubt, or always do what you say you're going to do. We expect the people we acquire to adopt these cultural norms. We tell people we're going to make change. We evaluate the business for three or four months, and then we say, here's our plan. This is what we're going to do. This is what we're going to change. This is what we're going to leave the same. And people love that. They don't love it at first, because people hate change, but then once they embrace it and some people leave, some people are like, I wanted to be part of a small company. Okay, good to know. Thank you for raising your hand. We can work with you. Let's do a smooth transition. Maybe we'll even help you find something else if a big company isn't where you want to work. But great, let's know that early so we can wrap our arms around the people who do want to stay. Because I think what happens is a lot of these businesses, like, you leave them alone, but they're working for a bigger company. You start to chip away at their employee experience. They're not at a startup Anymore. The best people leave because you haven't gone in and gotten to know them, because you're leaving them alone. It's like the worst thing you can do because the best people leave and the people who don't have great job prospects actually stay. You may not want those people. You have no idea whether they're good or bad. You need to get in there, evaluate the people, make them part of your culture, and see who's going to be a great performer in your business. And then say, we really value you. You're fantastic. We have a VP spot open over here. Are you interested in that? That completely changes the game. Makes them feel like they're part of something that's special as opposed to being an appendage on a bigger business. And, oh, they don't really care about us. We don't matter. All they do is screw with us at the end of the year on our bonus and commission plan. That's the worst. To me, it's the worst.

It's very proactive, especially around the change that you're communicating. This is like a new job. And I think that maybe it's going to give that same shock effect, but it's not keeping them in the dark. You're still keeping them the light and keeping that transparency, communication that, yeah, there's going to be changes, but at least they'll come around and say, okay, these people aren't that bad.

It's being honest about what it is. Because when you say, we're going to leave you alone, that is not true. It's dishonest either. People know it and they know it's not true. And now you've establish that you're lying to them or they don't know it and then they're horrified when you don't leave them alone and they say, wait a minute, you told us you weren't going to. Oh, well, it's just this one thing. We're just making this one change and then the next two months you do it again. They're like, you have no credibility. I hate you. I'm leaving. And so it's like, be honest, life's going to change. We don't know exactly what yet. We'll let you know in three to four months. We'll have a plan, communicate it with you will be open. People can appreciate that. They may say, I don't like it. At least you can deal with that. And you find out who doesn't want to work for a company of 1600 people. That's good to know. And Maybe you don't lose as many people as you would have lost. And you can get in front of these problems a lot easier when you're up front.

I like that being upfront and the cultural piece think of as a new job. Is there anything else that you do to make integration go smoothly and quickly?

A lot of planning. We track all the things we need to do and we have a database of things that we know we need to do. Stupid stuff that people forget. Oh, how are we going to cut over their email? Are we going to cut over their slack? When is that going to be done? Have a plan before we even close the acquisition of when that will be done. So on day one, we can communicate. Hey, everybody, you're going to get brought into our email platform or slack on this date, and here's how that's going to go. And then all that stuff. There's like a million things. What about the website? Are we going to drape our logo over their logo on the web? No, we're going to put a little banner at the top. You plan all these things and everything's planned out. That makes people feel comfortable. Oh, okay. There's a plan here. It's not going to be crazy, haphazard stuff happening as people think of it. That also prevents a lot of mistakes if you just leave it to chance. Oh, shoot, we forgot to update the website. There's nothing on the website. Then customer calls and says, I read you were acquired, but there's nothing on your website. All of a sudden now you have frontline tech support people feeling, does this company even know what they're doing? Horrible. So you got to get all that stuff right. Because customers see it, everybody's watching. And so you need to say, okay, here's how we do this. Here's the playbook of every time we run an acquisition.

I was going to say, you're probably building Playbooks over time to really make sure you don't miss those details.

And all you have to do to get that stuff right is put yourself in the shoes of an employee. Okay, how am I going to feel when this happens or that happens? And what questions might I have? Oh, are we changing email systems? Oh, yeah, they're going to ask that. Oh, yeah, we should have a plan. Same thing. Then do the same thing. Customers and partners. And if you do that, if you do that perspective take. Customers are going to have a lot of questions. Why don't we have a frequently asked questions that we can give to customers or at least give to our sales and Customer facing staff so that when customers ask, they can read off a sheet. Oh, yeah, yeah. We have no plans at all to end of life that product. In fact, we're going to be investing more. And now all of a sudden, the customer goes, oh, that's cool. Really great. As opposed to.

I like that a lot.

Oh, we just got acquired. I have no idea. That's like the worst thing you can say to a customer. They're like, great, thank you. I will create an RFP and I will go to the competition. So it's a really, it's important an exercise to imagine being a customer. What questions you might have. Imagine being an employee. So we create these FAQs, and that helps inform some of our planning.

And you could have that with customers, but probably other areas as well, like with obviously leadership or working with their own employees.

Our employees are going to have questions too. So we have to create internal FAQs. Oh, what does this mean? What does this acquisition mean? What's happening? A lot of FAQs when we do an acquisition, but if you don't do that, it's chaos. You quickly learn, hey, we got to answer these questions once in a document. Rather than having every single leader in the business trying to come up with answers on the fly, giving the wrong answers, now we've got to clean up the wrong answer. Somebody told the customer that we're going to end a life of product. Oh, my God. Why did they do that? Let me get on the phone with the customer and calm them down. So what could have taken five seconds takes hours. It's a lot of planning to make something really efficient.

When you get the LOI signed, how much integration do you have planned?

At loi, we don't do a lot. Usually from LOI to closing, we're building our sort of. What is our plan for the first 90 days? There's stuff we know we're going to do day one, like update websites, press releases, FAQs. But then the 90 days after is when you go in and you say, okay, what do these people do all day? And what would those roles look like if we integrated them into our business? If they were using our support methodology, would their jobs be different? Oh, what tools did they use for development? Okay, do we want to try to migrate them to our tool set? And that might be hard. We'll leave them on that tool set, but we'll integrate them in. And who are we going to have lead that team? Who has experience with the tools that they use, all that sort of stuff that you got to answer, are the products already integrated because they're a partner? Great. They're not. How are we going to integrate the products? Who's going to own that?

I was wondering if you try to identify big risks early, like even before signing loi, that is. The tech stacks are totally different. They're Python based or Net or something like that.

Yeah. In diligence, we spent a lot of time on tech stack, we spent a lot of time on code quality and a ton of time on cyber.

This is post loi.

Post loi. Ton of time on cyber. Because it's very important to understand how has this company protected its customer data and its employee data in the past and how are we going to protect it once we own it? Because the minute we close the deal, we own that. And so you really gotta understand what are their cyber defenses? And most smaller companies are unsophisticated in that.

Does that emerge as like a, hey, this is gonna be a red flag. We can't do the deal, or this is us having to really get serious about a roadmap to get this company up to standard.

It's both.

You had security so bad that you're like, we can't do this deal. Yeah, unfortunately, that concludes our intro. I feel like we got through that. Are you ready for the real interview? You know, I'm interested to walk back at like timeline of some of the M and A deals and really understanding the strategies of the deal. And then I guess for me it'd be really interesting to really get understanding or learning how you look at synergy. I think that's something even I'm trying to figure out. Looking at deals right now, I'm looking at really shitty deals. I got to kill the product, customers over. Do you ever do that before?

Kill the product and move customers over? Yeah, I would not do that. I don't recommend that.

Have you done it before?

In fact, when we first started working with Vista, we acquired a product that had a ton of overlap with our core product. And so I said, we don't want to sell two competitive products. Should we kill it? And they looked at me like, never kill a product. If you say, we no longer support this product. And it's funny because we had a competitor that killed the product line that competed with Bullhorn. It was a field day for us. And they called us and they said, do you want to buy this business from us? And we were like, nah, I don't think we want to buy it. And that was before when we were venture backed. Our Thesis was, if they kill it and they shut it down, we're going to get 70% of the customers. And we did. If you acquire a business and your intent is to say, I will no longer offer that product anymore and you must move to this other product, you're just going to lose the customers. Because nobody likes to be forced to change software. It's an awful thing people hate, especially if it's like mission critical software. That's really important. The best practice would be you acquire the business, they have a product line that you don't want to continue to invest in. You have to maintain it, you have to continue to fix bugs, make sure that if there's stuff you got to stay on top of, from a regulatory standpoint, you got to stay on top of that stuff. But you can tell the customers, hey, we really want you to migrate to our flagship. We're never going to force you to get off this thing unless something maybe 10 years from now we might have to have that conversation, but we will support you. But our intent is for customers to migrate to this platform over here. And that works really well because customers get that. They're like, yeah, I get that. Okay, your product's better than theirs. Okay, fine. And if your product's not, they'll say, your product's not better. Here's what I would expect your product needs to do. If I'm going to migrate, okay, do those things immediately. Close the gaps. We've done that before. We'll go in and say, okay, we know our product has some gaps. If we close them, will you migrate? And eventually customers will migrate. Now, they might go to competition over time, but they're not going to rush for the door.

You've done that before where it's acquiring a business, but you have a very similar product. It sounds like a big piece of. It is understanding where the feature gaps are. If it's addressable, then you can potentially move those customers over to that product.

That's right. But if my competitors are listening and they make an acquisition, they should definitely end of life the product immediately.

Yeah. So if you do that fast, that's what's going to happen. They're going to scramble.

But if you, unless you can be with Bullhorn, because then it's the right thing to do.

That's the right thing.

Yeah. Force the customers to move.

If you're not, then put a nice Runway in there and really give some time for that to happen.

Nobody wants to be forced to do anything. Nobody likes that. I would only do it if you intend to continue to support the customers that want to be on that system, at least for a period of time?

What is that, 12 months? Year? Longer?

Years?

Years. Then you keep the product in maintenance mode? Basically, yeah.

And that's fine. Customers understand that. Okay, you're not advancing this product line, but I love it and I want to continue to use it. And I'm paying you every. Especially if it's SaaS. Totally different story if it's client server, but if it's a recurring revenue stream, like, why wouldn't you continue to keep that.

Keep it maintenance and then just run it? Try to move the customers over as you can.

You don't have to invest a lot in R and D to maintain a product once it's. Unless the product is terrible issues or something like that.

That's true. Can you give me, like, a little timeline of just some of the early. I'm just curious, like, what did the first deal you did look like? What drove you to even do the first deal?

The first M and A deal we did with Vista, we bought two companies at once, Sendouts and Maxhire, and we announced them on the same day, and they both competed with each other. And that's where that competitive dynamic came in. That was a blast because you're negotiating with two competitors and you're kind of hinting, well, I might do a deal with you, but I might also do a deal with somebody else. And you probably wouldn't like to read that press release. And then at one point, Vista said, why don't we do them both? It went from telling them, we might do a deal with one of you to like, hey, wouldn't it be great if all three of us did a deal together? And it was super complex negotiation, but it worked out really well. And both CEOs of the businesses loved the idea of the combination of the three.

How'd that negotiation go? Did you, like, get them all together in a room?

No, no, no. It was shuttle diplomacy. No, that would have been weird.

Yeah.

But I would go and sit with one CEO and say, hey, here's what we can do and here's what it would look like. But I'm also talking to those other guys, and if we did something together, the three of us, it could be really great. And your employees would probably really. All my employees would love that. That would be so cool. We've hated those guys. So if, like, we don't have to compete anymore, we could put our forces together. It could be really great. And in fact, customers like that, too. They like the notion that these three companies were coming together to create the best solution possible. And some of the customers didn't like that. Okay, my solution didn't end up being the best solution, but it did actually. It played out really well in that we were able to. The three of us took the best features of all the products and put them in together into one and it ended up being great.

I'm trying to understand the driver of that deal. How do we feel like there's the three buckets. Either the tech, the customers or the talent.

Well, this is an interesting1. All three companies, Bullhorn, Senates and Maxhire were facing. Okay, we built our original flagship products in 2001, 2002, 2003. All three companies started around the same time. All competed. Bullhorn was bigger, but they had all built on the wrong tech. We had built on coldfusion, they had built on net smart clients. So they were like making people install software on the desktop to run the software. We were browser based, which is probably why we ended up being the biggest. But we had to update our backend and they had more features and their smart client product was faster than ours in certain functions. And they knew they were going to have to invest, we were going to have to invest. These were businesses that did not want to invest millions of dollars in R and D to re platform. And so we said rather than do that and fight us, why don't we join forces, make one best of breed product on our platform for our joint customers. And that vision actually helped codify this will be the best way forward.

That's interesting. It is pretty powerful vision for the market. To do that you had to replatform and you bring these companies over. But you're. It's not like you're rebuilding a feature set across the board. You're combining it into one. Rebuild all that.

We rebuilt the Bullhorn platform with the product lead for Sendouts, became part of the product team Bullhorn. So he was deeply involved in what the new product user interface would look like. And then there were some features in the Maxhire product that people loved. And we would talk to customers about how do we replicate those and the new platform.

It's almost all three, the tech, customers and talent.

Yeah, it wasn't free. Well, no, but what's interesting about that is the product lead for Sendouts ended up leaving Bullhorn a few years later, started a company called Herefish and he built a product that was fantastic marketing automation product for the staffing industry. So we ended up acquiring that company once he Hit around a million million and a half in revenue. And that has been one of our most successful acquisitions we've ever done.

How do you look at timing on doing a deal? Because it's a really early stage company to buy at a million revenue.

Really early stage, but it's a big win. It's product market fit is really important. And I look at two things. One, what do the customers say about the product? And I get very nervous. If I ask a customer, what do you think of it? They're like, yeah, it's good. And then I say, okay, what do you wish it did differently? And they can't tell me. With herefish, my customers were telling me product's really good. But you know what he's gotta do? He's gotta fix this and this and this and then he'll be ready for prime time. I hear that that's product market fit. The product is providing value. Customers want more of it. They're thumping the table saying this thing needs to do this and this. You have achieved something great. That tells me this isn't just the revenue is going to be, it won't be that sticky. That gave us the confidence to buy a company at a million and a half rather than waiting till they got to 10 million.

You mentioned earlier horizontal versus vertical. I'm thinking of that. But I'm also thinking close to your core, further away from your core. There you go. What does the thinking look like around that you buy a business? It's in the recruiting management side. And then you is it like here's a really light product but they have their own customers leave it alone. Then you do something that's further away. How do you sort of market map that?

I mean the best acquisitions we've done are ones that are products that our customers could use that we don't sell. Same customer.

But you look at that as vertical.

New product to the same. That's cross sell opportunity. But you could also say we have done some deals that are, hey, this is a new customer segment, new geography. That's an easy one. We've done redeals in the Netherlands now to really bolster our Netherlands presence, which.

Has been great, but it's still the same profile. Who's their biggest customer profile of the.

Top 10 staffing firms globally. We service, I think almost all of them in some capacity.

So staffing firms, basically that's your sort of core customer base.

So a good example is we spent most of our time servicing staffing businesses. People would always ask about what about exact search it's kind of a different business than a contingent staffing business or a permit placement business. So we acquired a company that did exec search software and similar. But there are some critical differences in the software. That's actually been a really good acquisition because we can cover the accounts with our existing sales team. They're calling on those accounts anyway because sometimes they're in the database not tagged as exact search. And so we tend to call on those customers. And so now having a product to sell them is great. But that's an example of an adjacency and so going after a different type of customer that you don't service.

Well, I get that. What about like a go to market? Like maybe the staffing firm example where you have a direct sales model, you're selling a certain profile into a staffing firm. Here's another company that does something totally different. Maybe it's more inbound or inside sales and they're actually getting another profile to sell their product. And it could be similar. Ish. Or maybe it's like hitting a different size of firm.

We will look for assets that target a different buyer inside of our customer. So CFO or the payroll department or compliance and so we'll buy companies that service that side of it as well. But what we won't do is say this business is selling widgets to manufacturers. I don't know anything about manufacturing maybe a little bit.

But automotive like that, they're serving a completely different industry.

Yeah, we're very focused on contingent labor. Zexurch that human capital providers, that's who we focus on. And so Textkernel they actually focus on providing software to a lot of the software players in human capital space. So now those are our customers. But again it's okay. It's all related to human capital and so we feel comfortable in that domain and recruiting like we get outside of that domain and it's oh okay, we should go sell software to hospitals. Not good at that.

Got it. So let's keep that domain focus. And then sounds like cross sell is sort of the gold. Like if you can find where there's a clear cross sell, like here's a product adjacent but not too far away that your existing team could sell it. It seems to be the biggest win. What about the geographies? Like going international. When did you start doing that?

We did that in 2008. We sent some folks over to the UK to help open that market and we hired a managing director who's still with us today and it's fantastic.

You went Organic. Started building an office, setting up shop there.

Yep.

When did it come to the point to say, hey, we should accelerate international with M and A?

When we wanted to go into mainland Europe, found a business called Connexus in Netherlands, and so we acquired that business. We acquired two other businesses in the Netherlands, as I mentioned, Textkernel being the most recent. And so now we have a big presence in the Netherlands.

Fun and easy.

No, doing business in Europe is very different than doing business in the United States. For instance, they have something called the works council. You can't roll in and say, hey, we're going to make these changes to the. Oh, these salespeople are going to have a different territory. Time out. There's a works council that you have to go before it's made up of employees and you have to talk to them about any sort of personnel changes you want to make or any changes to sales, territory or compensation plans. It's much more complicated. Regulatory scrutiny on businesses much higher. Even privacy, all that stuff. Very difficult. But why do businesses do it? Because you can still generate an incredible revenue stream and income and profits and it's great, but it's hard. It's different, especially for Americans who are not used to that. Kind of like, don't do it for.

Your environment, don't do it for an ego. Have a good business case. That's like a whole topic we can cover for sure. I was curious about the real early part because a lot of these are M and A deals, are relationships. Even that one example when you. The first acquisition, two companies at once, that's a lot of conversations. I wanted to get an understanding of. How do you approach it? Is it. You have team members in house that are really facilitating these early conversation. What's your approach to that?

Yeah, so I mentioned the MD who opened up UK for us. He now runs corporate development. His superpower is he loves deals. He really loves deals. But his superpower is building a bond and a connection with the selling CEO. Whether it's a founder or CEO that's been brought in by investors, he's really good at understanding what they're trying to achieve and what they want out of a deal. Not the financing. A lot of times it is about, you need to hit my number and I don't care. And I'm a mercenary. We see that, but we also see CEOs who really care about their product or their people or other things. You have to navigate that. Okay, what are you trying to achieve? Some CEOs, they care about a press release and how's it going to look? And you have to understand that psyche and get inside their head and say, okay, if I were them, what would I want and how would I want? And Pete's very good at that. Our Corp Dev team does a lot of that actually, in trying to understand seller motivations.

Is all that from London?

Yep. London. Yep. Our SVP at Corp Dev also is in London. So yeah, we have a London based. Maybe it's like the British accent thing helps. I don't know. Maybe.

But you're still doing a lot of domestic deals.

We are.

Buy back and forth. Because I feel like you'd have to face to face to really get that kind of rapport and understanding of somebody you do.

You have to do some fair amount of face to face.

Well, that's the key thing. Build a relationship and really understand what's the motivator and drivers. What's the craziest thing you see in M and A?

I think the craziest thing was during the pandemic, during lockdown, I was having conversations with the team from Stonepoint about, hey, when we get out of lockdown and things open up and Covid's behind us, we should do a deal. And at one point they said, you know what? I think now is the time to do a deal. And this was like August of 2020, when the world was really not recovered by any stretch and it was a big deal for a firm. Stonepoint Capital is not thought of as risk taking. That was a very bold move. And to Jared Levine's credit at Stonepoint, he approached that at the right time. In August of 2020, he approached us and we said, okay, if you hit this price, we will sell you the business. Now, in our view, the business was uncertain because we didn't know whether or not the staffing industry was gonna shoot out of this thing into growth or have another period of lockdown in December. We talked about if there's another lockdown in December, that be harmful to our customers. And so maybe there's some risk here and maybe it's a good idea now. May not be the most, the highest price we could possibly get if things take off, but seems like a good risk. Adjusted price. Sure enough, things took off, but we did the deal. It actually worked out really well for Stonepoint and they were the beneficiaries of the fact that the staffing industry had this huge growth spurt coming out of 2020 into 21 and 22 and continued into 23. We did really well. And Stonepoint is really Happy they did the deal when they did. Now, Insight and genstar might have had some hindsight of, like, well, if we had waited six months, we probably could have sold for even more. But they also didn't know whether or not there was going to be another lockdown. And, okay, they rolled some equity into Stone Point Steel, which allows them to feel good about the equity they maintain and retained. I thought that was crazy. We couldn't believe it. We kept saying, is this guy for real? We're in the middle of lockdown. We're doing a deal over Zoom. I haven't even met his partners in person. I haven't seen my own team in six months. This is nuts. We didn't even have a closing dinner because nobody was getting dinner that time. People were still terrified. You got to give Jared credit at Stonepoint for leaning in and being like, okay, I believe I want to own this company. Yeah, the price might seem a little aggressive at the time, but in hindsight, it really worked out.

Yeah, it's doing deals during turbulent times.

Yeah, we all thought it was crazy. None of us could believe it. When it finally closed, we were still like, did that actually happen? How can we celebrate? We can't really even celebrate Zoom Cheers. Yeah, Zoom Cheers is lame.

I know. That was, like, the lamest thing.

Yeah. All right.

This has been a great conversation. I learned a lot. Helped me become a better M and A scientist.

Yeah, I really enjoyed it. Thanks for having me.

Those of you still listening, fellow M and A scientists, I appreciate you always welcome feedback, criticism. I learned a lot from criticism. Reach out to me on LinkedIn topic, ideas, other things that we can do to improve. Till next time, here's to the deal.

Thank you for taking the time to explore the world of M and A with our podcast. We love hearing feedback. Tag us on a LinkedIn post. Add a review on Apple Podcasts. We'd love to hear from you if you need help. So standing up an M and a function or optimizing one that you already have, we're here to help. And if we can't help you, we probably know someone that can. You can reach out to me by email Kisan K I S o n a science.com or you can text me directly at 312-857-3711. If you just want to keep learning at your own pace, visit mascience.com for a lot more content and resources. That's where you can also subscribe to our newsletter. Again, that's mascience.com here's to the deal. Views and opinions expressed on M and A Science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual. This podcast is purely educational and is not intended to serve as a basis for any investment or financial decisions.