M&A Market Trends From a Banker’s Perspective
27 Dec 2021 · 38 min
Kison Patel talks with Kunal Jain of William Blair about M&A trends in December 2021. They cover how corporate buyers compete with private equity, what bankers actually do in deals, and why deal pipelines and integration planning matter.
Hello, M and A friends. This podcast is brought to you by dealdoo. M&A is coming back. Would you like to avoid wasting hundreds of hours managing Excel Trackers and building PowerPoint reports? Do you want to make your process more efficient? Well, I have great news for you. Deal Room is M and A management software to save you time, headaches and improves collaboration so you realize value faster. Learn more@dealroom.net here's to the deal.
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. This podcast focuses on stories, strategies, and what actually happened during M and A deals. We're switching things up. Today's interview isn't really an interview. It's a phone call. I had to catch up with a friend in investment banking, Kunal Jain, a director in the healthcare group at William Blair. Now, most of you know we rarely ever have bankers on this podcast. This market's been so crazy this year. I wanted to get an understanding of how we can better support our corporate clients to compete in today's highly competitive market where they're getting outpaced by PE firms left and right. Well, I'm fortunate enough to get his permission to share our private conversation. Enjoy and send me some feedback. I love hearing from our listeners. I wanted to have a conversation with you because you're a banker. I came from that side, but now I represent a nation of corporate development practitioners that are continuously pursuing and improving their practice. This market's been so interesting. It's just so much deal activity that's happening and it's competitive. Everybody's sitting on money to spend. The process has shifted in a direction that I don't think is ideal to produce the best outcome on deals. Bankers are running a process with no exclusivity periods. So it's competitive all the way to the end and it throws things off when the way we see M and A that should be evolving is more emphasis and focus on integration earlier in the process and having more control over the ability to plan for integration as early as possible. Let me just have a little debate with you. Talk shop, get your perspective on it. Get an understanding from both sides just to navigate the conversations because they keep coming up over and over.
Yeah, this is like half of what I spend my time thinking about is how do we evolve processes for the new market? It is adapting to the market. I don't think it's the opportune way to run deals that maximizes value or that creates the most goodwill with buyers in our process, especially the ones who are not the winners. It crowds out certain people who can't compete in these types of kind of more cutthroat competitive processes where folks are not getting a path to win early on, which often used to happen. So you're right, it's been a crazy market and a really tricky and challenging market and not an easy one even for us.
Even for the winner to win, you're basically ripping out steps of your diligence process and taking a gamble.
That's exactly right. Yeah, we're kind of forcing people's hands early and saying this is what we're going to give you. If you don't want to win, somebody else is going to. So we need you to deliver basically a full package with what we've given you.
You're running all these deals non exclusive to then?
Yeah, I would say the last probably six or seven deals I've done, I granted exclusivity once with more than a week of lead time in those deals. In one situation I did have to give a party about three weeks of exclusivity. That was because I had zero leverage in this deal. I had a buyer who was two turns of value above everybody else and my client would only transact at that value. So I had to pursue that path. If I'm running this myself, I'm taking multiple parties to the finish and I probably don't get the same value. That deal did get done. The three weeks ended up being five weeks of exclusivity before that all finished. But the client forced our hand. But otherwise I'm giving folks three to seven days of exclusivity once everything has been locked down to get to a signing, once they've navigated the whole process and I basically have full conviction that.
They'Re going to win.
And that's it.
Bankers man, you're earning everything. I said I just want to have fun with the conversation here on our end when we work with companies. This whole M and A science model has been around crowdsourcing, best practices, doing all these interviews, identifying what really works well and generally it folds into this theme. A people focused M and a process that we're traditionally finance focused. Now it's shifting to people focus, which means bring the end state of the deal on the front end of the process so you can share it with the company you're acquiring. This is what we're trying to do. This is the vision that we see. Maybe even start outlining a go to market just before loi just after LOI and get a sense of what that's going to look like. Bringing that integration lead up very early to to help with that as we kick off diligence, especially once LOI sign and move into conformatory diligence, we want to run a parallel process so that the company can do both diligence and integration at the same time or integration planning. So even a functional lead that's involved doing diligence can do both. They do their diligence and they also do integration planning. This is what we sell deal room as a sweet spot solution for us. You can do both. You got your diligence process going on and then you got this parameter parallel same sandbox. You can copy stuff right over into your integration plan and then you continue that. There's ideas of reverse diligence to help that company requiring understand your organization and how they're going to be integrated. So they're part of that journey and they got that buy in. And then there's defining okrs. The big thing we've seen with software companies where they'll create their objective key results and they use that to define the pillars of the value driver of the deal and that anchors to their integration schedule will be extended off of that. So so if anybody's anywhere in a plan they can look up and know exactly what OKR that aligns to to help everybody keep aligned with the big picture. Also we're seeing a change where people are getting away from functional based integration where their HR it is work streams for integration but doing cross functional based around those okrs. So let's figure out the different people from different functions that we need to deliver on that OKR and we'll build a team around it. This general theme of a people focused process, we've got frameworks around to help build practices to put this stuff in play and it works well if it's a proprietary deal. It's a proprietary deal. It's not difficult for the corp dev team to say hey, here's our way of doing things. It helps us expedite the process. It makes it a lot easier. The challenge we have was in the bank process and traditionally we would say hey, go through the bank process and just copy the stuff over. You're probably already copying over to an internal shared drive and then distributing it internally. And with your consultants you're just going to put a deal room and use deal room to start doing the integration planning and stuff like that. Once you sign LOI then just tell the banker, hey, this will allow us to get through confirmatory diligence faster. We've had clients do that, we've actually standardized it and then that point, they generally don't care. They'll switch over and use it. Now we're in this marketplace where I can even tell our clients any of that, we don't get exclusive on all our stuff. And that's interesting, going the other direction. And there is a level of getting the buyer control so they have more control over the preparation for the post close activities, which is ultimately success or failure. Determination how well you're going to align your teams around goals during diligence and be ready to execute an integration ultimately determines how well they'll hit their value. They'll hit the mark or it's just going to take longer for them to capture the value in the deal. I thought, hey, it'd be interesting. Just to get the banker's perspective, I'm.
Going to tell you some things that are pretty cutthroat in my shoes with this market. I could frankly care less about the buyer's desire for post integration planning. That's really, that couldn't be further from my mind in terms of priorities. And if they're thinking about how to align for that, like when you talk about confirmatory diligence, I'm looking for like 80% of that to be done by the signing of LOI. Two years ago, we would have a whole process of value driving business diligence to get done. You sign the LOI and then you have a whole phase of confirmatory diligence. No, no, no, not anymore. Now it's whatever is purely confirmatory, like distributor contracts and highly sensitive information that needs to be reviewed. Okay, fine. Customer calls, supplier calls, that kind of stuff. Great, well do that at the end. But otherwise, like if this is a competitive bank process, everything else is done. Don't tell me that now you need your third parties to do their readouts and you have to review. That's all done before. Part of this speaks to the leverage I have. If I have three or four buyers, which I have in most of my deals, if I have three buyers going at the end, you don't get exclusivity. And the path to do that final confirmatory work. Unless you've basically given me a full contract that says, this is our price, it's fully baked, this is our commitment papers. On the debt side, this is our equity backstop, ideally, which means we will fully stand behind the full purchase price if the debt doesn't get secured. There's nothing that can move this deal. That's the type of language I'm getting for average companies. It's remarkable how this is all working. So you have to be a little bit thoughtful on the quality of the company and the process that you're running. And if you can do these deals with sort of a full public style deal with rep and warranty insurance, that's what I'm doing at 95% of my deals. Occasionally I have to have a soft indemnity and again, if I have no leverage, I can do that. But I'm still not giving them weeks and weeks of exclusivity to work through. Confirmatory. They started talking about integration. I said, great, let's talk about integration work in the context of our diligence process. You can get through that. But that's not going to slow our timeline because we're going to pick a party for a signing based on a fully robust package. Our client needs to feel that there are no outs that will derail this deal. The deal is going to get signed in a matter of days, not weeks. So that's what we're always thinking about. Everything that I focus on is how do I push this buyer and that buyer to be able to deliver a full contract, a full loi that is as competitive as possible and it's as fully baked as possible.
Basically as fast as possible and as fast as possible.
I really don't spend much time thinking about integration. And if they want to get their integration leads in to outline, go to market, post close, fine. But that's not what we're really prioritizing. You have to do that on the background alongside our process.
Okay, I get it. I'm done hammering on you as the bad guy banker. I want to flip the table around. Okay. And then why don't I flip the table around with. We work a lot of corporates, their frustrations, the PE firms are able to just execute so quickly.
Yeah.
I'm curious in your view and even being able to share a perspective from your side, what's advice you would provide to those corporates to be able to actually compete better in those situations. What are you seeing? Are you just seeing all PE firms winning these deals or what does that look like?
What I'm not seeing in this market is a strategic or a corporate group that doesn't know a business well before the process is coming to market. Winning. It's not a business that they've thought about that they've internally discussed if they've strategized about. They're not going to be able to out compete the strategic. Maybe they can pay more, but usually that's derived by synergies and that's derived by a real kind of recognition of the opportunity. I've had several instances where I thought a strategic that was sort of a wild card who was higher in price could do it, but it never worked. This year I've gotten six deals done this year and at least three of them I had a situation where I thought the wildcard strategic could be the winner and never played out. Part of it was speed, where the process was moving and they couldn't adapt to the climate. And part of it was as they got deeper into the diligence, they just maybe realized that it wasn't the price they had initially put out. There was not going to be the price that they could maintain in terms of feedback for them. It's, you need to identify early on because in these processes we've given you a sip, we're giving you time to react. What I'm often seeing is they show some interest, they put a really good bid out there, they're just coasting in that first phase. But the private equity firms who have never seen the business before or have a little familiarity, they start getting aggressive early and they say, hey banker, this is perfect for us. It hits every box we're trying to do. Let me have a fireside chat, let me have access to the management, let me ask a bunch more questions. I'm not seeing the strategics do that much in that first early part. You need to get the wheels moving early. You need to get me as the banker plugged in that this is one that you're very serious about. Not just because you put a big number out there at the IOI phase, but because you're aligning resources and shifting priorities within your organization to go after this. And then we can start to chart a path. Because what often happens is within this kind of full process, I'm creating paths for select buyers. I'm giving preferential access to certain groups where I feel like it makes sense. And that happens all the time. And the strategic almost needs that in order to be competitive and to stay afloat with those private equity firms. Because all of our processes are quick.
Now.
I think normal is post ioi, you're getting six weeks to get everything done, full contract markup, all your business diligence done, most of the confirmatory work done, full package delivered, and we're asking you to sign a deal within a week after that. That's crazy, but that's what the pace is. So if that's the expectation you had another six weeks before that or five weeks, you probably should have used that a little bit more effectively and guided everybody that this is one you want to win. Just a thought.
It's almost like it's all about compressing timelines for the strategic side. You just have to compress your timelines effectively. The point too of compression means putting a lot of that stuff in the front end. You're doing a lot of that work proactively, as early as possible, I think.
So it's part of it is just expressing this is what we need to get done in order to get to a timeline. And then the bankers can help you. You have to do a site visit, you have to have two meetings in person. One a full management meeting, one a tighter kind of group of the key principles on each side to talk about just growth strategy and vision and team. And is this the right team? What are the gaps? Whatever it is, everyone's got their own playbook. But if you're asking about that two weeks before bids probably lost already, you need to be a lot more forward thinking about this is the one we want to go after and help chart that path within the process.
That's really great advice.
It's tough though. It's really tough. Strategics are losing more than I've ever seen.
They're large companies, a lot of it's their governance model. Do they need board approval on this stuff? They're reining all these people in, make sure they sort of got the buy in that they need internally.
I'll give you a conversation I had today. So there's one process I'm running which is a strategic only orthopedic company. So I've been marketing this business for a couple years. I ran a full process in 2019, was days away from assigning and then some things happened with our buyer, didn't get done. So then I've been doing some one offs with large corporates for the last 12 months. Gotten close to a deal but it hasn't worked out. And I just had a call with a buyer this morning who pinged me and said, hey, what's going on with this business? And I said, look, they've gotten a ton of momentum. Covid impacted the business heavily. There's been some inbounds because of some press that they've had, but we haven't transacted yet. I expect we will in 2022. He said, okay, great. When we last chatted about valuation expectations, you said it was five times revenue. If I give you a deal like that, with some structure, with an earnout, does that get a deal done? I said, absolutely not. It's going to have to be minimum of five times revenue, forward revenue upfront, plus some earn out on top. And he said, I've been hearing about this business in the market for two years, hasn't gotten done. Maybe you have to talk to your client about recalibrating valuation expectations. I said, that's your perspective. My client feels very good about the business he has. And I think the inbounds that are coming in suggests that there's a lot of interest in the business and sort of feeling that you need to execute and deliver for 12 months kind of coming out of COVID And some of the companies who have tried to get their diligence teams in order have gotten distracted by other things. So that's the other problem is timing matters. And so we were talking about, you don't know this company very well, you have to mobilize well, the other situation is you do know the company and you have a view of which companies you want to own. You kind of need to be proactive about those two. It's not to your advantage to compete as a corporate in a banked process. What's to your advantage? I just did a buy side for a business where the winner paid a great hefty multiple, probably a turn or two less than in a bank's process. They went to the owner and said, hey, this is one we need to own. The owner said, okay, great, we're going to run a process in six months. And they said, no, thank you, we want to buy it right now. The negotiation happened. It led to the owner, the private equity firm, saying, we're going to do a market check because we're getting some real interest and gauge whether this makes sense to transact with them. So it was a quick check, targeted, and that buyer still came out on top of. Do they win if they wait for that process? I don't know. But it becomes competitive. They're competing with strategics and financial sponsors who can move quickly. Maybe someone wants to pay 20 times EBITDA, they paid 17. So be aggressive. Find the businesses you want to own and make it very clear. If you have a banking relationship, tell them. If you want to just go directly to the owner, tell them and just talk about what is viable, what makes sense. Because too often I'm seeing the right buyer lose because they're sort of waiting around for the business to come to them. And it moves away. And timing is really important. If you're coming to them as the buyer and saying, hey, I want to own you, it's probably because the timing is opportune for you. But too often these corporates, when we call them and say, hey, this business is going to market, we're going to ask for bids in a month, there's too much of a scramble. They weren't ready for it. And that's what is problematic. That's partly why they can't compete with pe. PE can drop everything so easily. It doesn't matter what's going on. If this is an interesting business and the cash flows work, they don't have to worry about the synergies. Right. They just care about cash flows. Oh, interesting. Never seen this business. Cash flows work. We're going to have a team of six people all going after it and we can put an IOI together in a week and a half and we can do our diligence in five weeks. Despite not knowing the name of the company two weeks ago, Strategics can't do that. So maybe try to be a little bit more aggressive. Figure out timing, understand when certain businesses are going to be coming to market if they can't take it off the table early. And prepare your teams for that timeline and check up every month or so and make sure that things are still on schedule. Be proactive about it, because if you wait, it won't work.
And there's proactively building your pipeline.
Yeah, exactly. You can't just sit around anymore in that corporate seat.
You know, our business, yeah, we're supporting corporates, you know, and our business has really evolved where we do a lot of the best practices and technology. What could we be doing to help support corporates to be more competitive in those situations? Just generally get better outcomes.
The main thing I can think of is do you think these guys, when you talk to them, have good tools to manage their pipeline?
Most of them, if they're a smaller corp dev team and there's one or two people out hunting, they'll probably be using an Excel tracker.
Yeah.
If it's a bigger team, they'll use some kind of pipeline tool. We've got something basic and there's Salesforce and you can go pretty elaborate and that's for that. And are we talking the context of just building the proprietary deal flow or how do you see that enabling them?
I think one struggle I often see is these guys don't have systems to accurately and communicatively track what they need to be doing and the follow up within their pipeline. So maybe it's just a combination of some sort of technology platform integrated with the salesforce or whatever we're talking.
Avoid the banking process and find your own deals.
Yeah, in the banking process it's really tough because if you've waited to that point, it's just a mad freaking scramble. They just have to adapt to whatever our process is. They can't take their time and figure out how to best compete anymore.
Okay, to me on what those corp dev people, the ones that go out and hunt, find their own proprietary deals. The tool helps, but there's just generally some are completely reliant on a network of bankers and some have it as maybe 30% of their efforts and 70% is out conferences, hitting the streets, outreaching to CEOs and developing their pipeline proactively. They got in their head, they know and they keep after people. And the timing's right, they get their deals. I was curious if there's any parts on when they are in a bank process because that's where we're running into.
The challenge, like how you help them compete.
That's where the tool might be interesting. Or hey, here's a tool that the diligent side is on your end. But can you pull the data over and say, okay, the data's here, everybody hit it. You got little things to send each other notes and findings, create a workflow to help them get that stuff organized and get through the process as quick as possible so they can be in line with other competitors.
Every process that I run, this kind of goes Back to like 6 years ago when we first started where I was like, look, we're sending these trackers. It just seems outdated. Everything's in Excel. We've cleaned up our tracker. I'll send you the latest version if you want to see it. But we haven't moved off of it. We're still sending these trackers every day to our buyers and then every day to our clients. And it's just a back and forth. This is the latest information from three buyers, all worked into one tracker or five buyers. This is our view of how to respond to their questions. Management, you help fill out the rest. Okay, we've got it back. Now we'll parse the tracker into individual trackers and send it to each buyer. That is like the song and dance that happens every night. So I don't know what the buyers want to do, if they want to take that tracker and try to put it into a new platform. But what I Know is I'm needing for this to keep moving quickly and I'm going to keep sending it my way in my tracker. Not going to allow them to say we're using this other platform, can you?
No, that's the problem.
That's the problem.
If the information is coming directly from you right into the platform, or typically in a proprietary deal, it's coming directly from the target. This is incredibly efficient.
Yes.
Because now we can just do it in real time. The pipe backlog model, you just keep everything in descending order priority.
Yeah.
And look, just focus on the top 10, keep focusing on the top 10 and we'll get through this really quick. When you throw it in Excel and all that goes out the window, they all look different.
And these things just move so quickly. There's a period you'll have MPs after Lois for a week or two and then you've got this four week. Just hustle with this diligence tracker that's just going back and forth and back and forth and back and forth literally every day. And it becomes pretty chaotic.
Yeah.
These buyers just have to adapt to our timing. And if they can't, they flake and somebody else buys it.
Yeah. Just wondering if there's an opportunity to create a nice, peaceful balance. Big thing to figure out because it's tough if you control it. The buyer obviously wants to control the information that they're taking in on their side.
This market has just been like Blair's revenue. I think a lot of firms are doing well. I think Blair is doing exceptionally well. Healthcare and technology are driving it, but a lot of it's just getting crazy. Like, it's like there's two ways to get revenue. There's get a lot of deals done and get paid a lot more for the deals you're getting done. And we're doing both. But I think the difference this year is we're getting more deals which are exceptional fees, and we're pricing them in a way that there's kickers. Maybe you're getting paid a percentage and a half for a normal fee, but then above a certain amount, you're getting 5 or 7 or 8 or 9%. How are we getting paid that crazy amount? Incredible competition for businesses. You just have a PE that says effort, I'll pay 50 more. I just need to own this one. And the power of what this thing is, what I can do with it, it's worth it. So that's what keeps happening.
That fee structure really gets you incentivized to run as.
Yeah, it does process. When I was starting here, you had 5% of your deals in that kind of incentive land and now it's a third or more. And that's all pure profit for the firm. We're being so much smarter. We're doing so much analytics these days around how do you price, what are the right deals to choose? We're going back and studying what are the characteristics of a deal that make it likely to generate outlier outcomes and what are the characteristics of deals that are likely to be drags on your team and not get done. And we're quantifying all that through AI before we accept any mandate. And if it doesn't have. We're giving them scores and if they don't have a certain passing score, you have to explain why you take on that deal. It's all based on.
Is that all financial based or is there other little.
It's mostly financial based. Yeah, there's other little things like the percentage of customer concentration, which is still financial, but it's more like metrics. Like we know there's like a handful of metrics that if there was a failed process in the last two years, if there was turnover at the CEO position in the last 12 months, like certain things that impact deals irrespective of everything else we look at too. And you have some. A system that in the back end works through all that. But a lot of it's financial. It's just growth rates and margins and things like that. But we evaluate this every week. This is our pitch approval process. This is what each deal looks like. This is what the scores were for those deals. Let's talk about it. Some of them we just say don't pursue. Some of them we say this is how you should price and go from there. So it's evolved a lot.
Interesting. Propriety is your own model for evaluating these companies. That's right, evaluating. But it's more of like the sentiments around what the market response is going to be.
Well, we're studying what is the impact of the hours that your team works from a productivity perspective and from a revenue generation perspective. And that's not just for the partners, that's for the analysts and everybody through. So it's really important that more than ever in this market, all the deals you work on get done. You want to price them well, get the max fee, but you also want to pick the right ones. And then when you do have the right ones, you want to run really efficient, targeted processes that are highly competitive that lead to all the dynamics. We were Just talking about what?
About when things slow down or you think things will go back to the way it was or do you think they already did?
So Q4, things have slowed down meaningfully for us now. That's not to say that deals aren't getting done, but we're not seeing a feeding frenzy like we saw in the summertime where literally people were crawling over average businesses like cockroaches. Now post Labor Day, we've seen a lot of funds have deployed capital. Folks are feeling like they don't want to get too over invested right now. We've had really good businesses not get the same type of interest as we would have expected. The number of buyers we're calling in processes is lower than it has been the last three years. Every quarter it's actually going down, you're seeing a drop. We're being more targeted in who we're calling and why we're calling them so that we can have more focused, tighter processes. If you call 200 buyers versus you call 40 buyers, it's a longer process timeline and we want to run tight processes with buyers who we know are actionable and can get things done. If you have to educate buyers on something, the likelihood that they win is low and it's more of a drag on management's time and the banker's time.
Interesting. So you got to triage your list of potential buyers on these.
So we're doing more fireside chats up front with groups that we know and tighter just overall processes.
That's what I was curious. Market goes back to the way it was. Are there permanent changes? Covid's made some permanent changes to the whole hybrid. Acceptance is probably going to become the majority here. Do you think there's permanent changes in the banking process?
The point I kind of started with, these deals will move quickly. Timelines are shorter and they're not going to get longer. So upfront and education early is more important than ever. A large percentage of the deals we do, the winners spent time early in the process. They're not just coming out at the LOI phase and they're not competing everybody in winning. Like there's good communication and discussion at the early stage of these processes, through.
This kind of peak season, we've had that you've really fine tuned your model to keep the timeline as short as possible, competitive and whatnot. But then do you see that as, hey, this is something we just generally continued. We've built that capability now. Now we're going to continue that same approach of just keeping it as Condensed as you ran it.
There's always just this appreciation that the greatest risk to deals is time. So we have no interest in long exclusivity periods because you lose leverage. And if I grant you as a corporate buyer three weeks of exclusivity, guess what? I can't talk to any other buyers during that time. You can work through and potentially decide that this is not the deal for you. And then I have almost like a broken process. I have to go back groveling to my old buyers and say, hey, I'd like to re engage. That is no position to be in. And we're trying to avoid that at all costs. It's not so much about having the timeline be as short as possible. It's to have the timeline be tight, be efficient. If in the past we were taking 10 buyers or nine buyers to the next phase post LOI in a very auction, maybe we'll take five and have more focused time with them. We think that there's a very high likelihood that one of them produces a great outcome for our client. It reduces the extra work for those extra four or five that probably aren't going to be your winner anyways. We're going to push all of these guys as hard as we can, knowing there's going to be some natural fallout. So that three of them are basically ready to sign a deal days after they submit their package. That's our focus. And if that takes an extra couple weeks in that diligence phase, that's fine. I'm okay with that. Because it's productive time that reduces the risk on the back end. So everything is kind of about risk mediation. It's not necessarily about value maximization, it's about deal certainty. But in these competitive businesses, the market and the competition drives the value maximization. But our role is to get great deals and optionality for our clients. That creates deal certainty. That's what I always think about as my obligation to my clients. It's not value maximization.
You prioritize certainty to close.
Yes.
Somebody want to prioritize the value, they should be on a proprietary deal. Or you can really control that timeline much, much better.
That's right. It's tough.
Yeah, it's tough to balance Corp Dev team really wants to get the best results. All the post close activity, they need more time to plan.
What I normally do in those final stages is if you got two, three buyers who are coming at you aggressively at some point, I'm going to give one buyer a path to win. I'm going to give them this is the construct that it will take for you to win. And I'm often asking them after they've been crawling over a million here and a million there. I'm like, okay, you're gonna have to move up 15 and you're going to have to reduce your timeline to sign by half. These are concerns in the purchase agreement that you marked up that need to be alleviated. So we've worked them so hard to get a few things over the course of several weeks and then in a matter of 24 hours, I'm asking for them to move mountains. And it's amazing how frequently that happens.
Yeah. Then all of a sudden, the culture studies are out.
Nothing matters anymore.
All that stuff's out.
It's a very clear message of congratulations, you are getting the phone call. This is what it's going to take to win. I have another phone call to make if this can't work for you to come back your best.
Yeah. Interesting times.
Three months ago it was a little different. The conversation was different, the market was bananas, and now it's a lot more deal making. I don't think I've ever been in this business where deal making is so important. It's like matchmaking.
Yeah. You're really, you're selective about the client and selective about the buyers.
We didn't do that as much. I absolutely ran 300 plus buyer processes frequently in the past and that is not something that I'm likely to do right now. For the businesses in my pipeline and certainly the businesses that I'm marketing right now, that's interesting.
That's actually pretty cool in some ways.
But we're also being creative with technology. So I'll give you an example of something we did, which is I had two businesses this year where they were founder owned or under the radar, where private equity and strategics didn't. They would not have known about that. Most of them, some did, but most did not know about them. And I knew the winner would come from somebody who did not know this business easily. There could have been 40 firms who would have been on the short list of people to call in each situation. But I can't do 40 fireside chat meetings. So I said, okay, what do I do to educate folks on this? So what we did is we recorded a fireside chat with our team and then sent it to people and said, hey, we're not allowing everyone to do fireside chats, but we know the questions you're going to ask and we want to give you a chance to spend time with management in a virtual way. This isn't as good as meeting them in person, but hopefully this is helpful. We probably did 10 real fireside chats virtually and then we sent it to another 20 or 30. And through that site we could track who's looking at what for how long, what pages are they focused on, which level of people within each organization are looking at it. Because you can't print it, you can't send it around, you can only view it on one link. It was pretty informative in terms of their engagement and we asked them to follow up with questions and not going to answer all those questions. This is all pre ioi. So this is early engagement. We're just trying to get a read of who's going to spend the time looking at it, learning about it, asking us questions we learned so much about. That guides how we're going to evaluate the bids post ioi. We're just trying to do everything we can to get smart about these buyers and their willingness to engage in a pretty cutthroat competitive process post ioi. I like that it helped us a lot in one of our processes. The other one didn't lead us to the buyer, but still it was a good use of time and interesting approach for us. Again, help us be more armed with what do we think is going to happen and who's going to be the best buyer for the business and how do we make the best decisions for which buyers to advance in the next round. So we're always thinking about that. We're using our kind of financial sponsors teams to be really active following up with their guys, who they cover, who's interested, who's not, why, what are they really saying, who's whispering what? I've never talked to our financial sponsors team more than I have this year about this kind of stuff.
Matter of time, you'll be using a tool like Deal Room to digitize your Excel trackers.
There you go. I wish that would have happened sooner but our business is moving too fast and people don't want to change their technology tools.
Glad we got a good relationship. Like I said, I've been on this side, I've been on the strategic side for like four or five years now. Yeah, and we just mad talk bankers the whole time. They're just these self serving psychopaths out there. But I'm like no man, I got a good friend, he's always been cool.
It's true, we are self serving. I mean our processes just require us to be. It's not like we don't want to help. Like we actually are really trying to help.
But you're in a bank that's got the good culture. We talked about this too. The good banker is incredibly good to have. Like a good banker just adds a tremendous amount of value. That's the argument. But the reality is it's like one out of 10. You happen to be at a firm that's just reputable for the culture, and I think that's the nature. Even Nash at pjt, same thing. Yeah, there's just firms that like just notoriously terrible culture. Like they don't give a shit about anybody client, anybody, either side of the table.
And individuals too. I mean, you just never know. This is a tough industry, so you have to kind of step on toes and get what you need to get ahead.
I value taking the time to answer some of these questions. Thank you for taking the time to explore the world of M and A with our podcast. Please subscribe for more content and conversations with industry leaders. If you like our podcast, please support us by leaving a five star review and sharing it. I enjoy hearing feedback and connecting with our listeners. You can reach me by my email. It's Kisan K I s o n@dealroom.net M&A Science is sponsored by Dealroom, a project management solution for for mergers and acquisitions. Additional educational content is available on Deal Room's blog@dealroom.net blog. Thank you again for listening to M and A Science. See you next time. Views and opinions expressed on M and A Science reflect on 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.




