Executing Strategic M&A in Today's Market

22:59For us, they come from bankers. They come from private equity firms who have portfolio companies they want to sell. They come from founders themselves sometimes. And then others come from members of one of our brands that say, hey, look, we're aware of this company. We're working with this company. We'd really like to take a look at it from an M &A perspective. We've got all those pipes funneled in at us. And our job is to separate the wheat from the chaff and try to figure out which ones are the most attractive and then work with the brands to execute on those deals. How do you have more examples of past deals you've done that made strategic sense?

23:34And And what were the key factors that contributed to their success? Hopefully all of them. But I'll take a small one. It's instructive of what can happen when things go wrong and how do you turn lemons into lemonade. There was a small company many years ago called Rocket Miles, which had just launched a product. And what it was really focused on was the business traveler or the high-end leisure traveler that was really interested in using miles. What they effectively created was a very creative structure, we thought, where they could sell accommodations to a booker. And that booker would not only get the accommodations, but they'd get awarded miles from whatever airline their preferred choice was.

24:17So I could book a hotel in Paris for a week and I'd get 10 ,000 miles on Air France or whatever, British Air, whatever ones I want. We thought it was a pretty creative structure for a certain segment of the market. They were growing very rapidly. We loved the management team. We actually, at the time, acquired them with an earn-out structure for the management team that incentivized them to grow their cash flow over time. What we found not too long after we acquired them was that segment of the market capped out quicker than anybody thought. All of a sudden, you had a management team that was sitting there saying, geez, how do we get to the earn-out we want when our market is maybe not as big as we thought it was?

25:00The way we structure our deal was, look, if you can drive EBITDA over the next three to four years, we'll pay you the earn out. You don't have to stick to this knitting. If there's a more creative way to use your assets, go ahead. What they realized was that their integrations with the airlines to do all this back office stuff with the points enabled them to create a really strong B2B engine, which they then morphed into one of the key elements of our overall B2B strategy, which is us selling accommodations to other businesses. And a lot of that now flows through that platform, which does very little of their old traditional business.

25:43That was a situation where management trusted us and we trusted them to do what was right for the organization. And we sat and looked at the business and recognized, huh, this core business isn't quite what we thought it was. okay, that stinks for all of us. What else can we do? And they came up with this new strategy and we were happy to back them and let them continue to do that within the organization. It worked out. It's just one of those examples where you need to have a lot of trust and confidence in the party you're working with so that when you hit a bump in the road, you can figure out how to do it.

26:14A lot of organizations, people said, sorry, guys, I could get your earn out. Too bad. And we said, hey, what else can you guys do within the org? And they were the ones that came up with this approach to, hey, we could take our engine and point it in a different direction and be really successful at it. And it worked out. And they were both here for many years. They were key parts of the organization for a long time and still good friends of the company. When you build an investment thesis, what are usually your big targets? Is it revenue focused? I know this obviously depends on the strategy and the deal, but like...

26:47Yes, it has to fit the strategy. If it doesn't fit the corporate strategy, we're not terribly interested. But as I said, a lot of things can look good on paper. So we're very analytically driven in terms of understanding what are the unit economics of this business? Is this business really going to be able to scale? If it's not profitable now, what has to change in order for it to become profitable? Really start from a bottoms-up perspective of understanding what's the unit economics, what's the fundamental profitability of the business, and how do we think it scales? We ourselves are valued based off profits and cash flow.

27:21So that ultimately is how we value the companies we acquire. A company that drives a ton of revenue but never makes any money is not terribly interesting to us because it's not going to ultimately create any real value for us because that's not how we're valued by the capital markets and our owners. So ultimately, the company needs to be able to drive meaningful EBITDA and cash flow for us. And that's how we're going to value it. It doesn't mean it has to have huge EBITDA and cash flow today, we have to justify the valuation based off its earnings, not on some theoretical revenue multiple. And we do most of our analysis on a DCF basis, not some current multiple of EBITDA, largely because most of our businesses that we're looking at are in a pretty significant growth phase.

28:04That can be a little different if you're in a more steady state industry where EBITDA is not changing a lot year to year, then it's easier to look at current EBITDA and a current EBITDA multiple type of thing as a shorthand. But if If you're in a sort of a high growth industry, trying to guess at what a current multiple is and whether that makes sense or not is just a recipe for disaster. You really have to understand the business and what do you think it can achieve over a number of years and what those unit economics look like. Have you seen some patterns of what makes for great wins versus not?

28:34One of the key things from my perspective is a rational management team with a business plan that has credibility. The number of business plans that we see that shows moderate growth up until magically the year we're talking to them. And then you see in the next year, all of a sudden, all the growth ramps up. And it's the classic hockey stick where the stick magically occurs next year. 95 % of the businesses we look at present us a business plan like that. 90 % of those 95 % are never going to execute. you. From my perspective, the first thing you look at is how credible is this forecast? Do I believe this?

29:13Do I believe this management team or are they selling me a bill of goods? Or maybe it's the PE firm or whoever it is. Do I think it's achievable? It's a bright red flag where you see modest growth turning into hockey stick growth. 99 times out of 100, it's happening next year. Just trust me. Now, occasionally that happens. And that's why you really have to sit down and say, okay, Mr. CEO, Mr. CFO, or Mrs. CEO, Mrs. CFO, what's changing? What is going to change between the last three years where you've grown 15 % a year and next year where you're going to grow whatever it is, 50 % a year? What's actually changing?

29:49And again, nine times out of 10, they can't really point to anything that's fundamentally different. They say, oh, we're going to keep doing this. You've been doing that for a long time and it's generated 15 % growth. Why is that going to generate 50 % growth next year? And the answers there are usually pretty thin. When they tell you they're going to add a new AI feature, then... I haven't heard that one much, but I'm sure it's coming. Everybody's adding a new AI feature that'll make sure the hockey's to grow. Yeah. Well, AI is the new mobile. For those of us that were around with the first mobile boom, mobile was going to change everything.

30:22And in some ways it did. We all now operate on phones. It changed the way we interact with technology very fundamentally. It didn't really changed the industry as much. The players that were all around free mobile are all still around today. It wasn't like there was a brand new mobile company that came over and took over the world as a mobile company. And my sense is the same thing will happen in AI. It's unlikely that an AI company, whatever that means, suddenly is taking over the world. AI is a capability. It's not a company. It's not a product. Companies with real products and real companies that can then deploy that capability are going to be the ones that are going to be the winners, not just, hey, I'm an AI company, so I'm going to win.

31:09Credible forecast. That's the key thing you're looking for. And the hockey stick growth. So obviously, those don't just win you over because they're presenting the chart that goes very high up to the right. In terms of that credibility of the forecast, is there certain things that have won you over? Maybe not the AI, but just there is something here. There is some lightning in the bottle that they got. Is it more like just being realistic and saying, look, we've been growing 40 % year over year. We're going to continue growing 40%. It's more about the historicals. They got to look good. It is much more about the historicals.

31:40What have they been doing that has generated their growth? Can we expect that to continue? I can't think of a situation where we've made a bet on an M &A deal that something different is going to happen in the future. It's just not the way we operate. It's predicated on my view and others that most M &A turns out to be bad M &A. So if you're going into a deal hoping that it's going to work, it probably isn't. You have to have a ton of conviction that you've done the work, you've done the analysis, you understand the metrics, you understand the trends. you can take those metrics and trends and map them out under a reasonable set of circumstances and get comfortable that this is going to work without having to bet that something dramatic is going to change or happen in the future.

32:28That can happen, but more often than not, it happens in the opposite direction. Something changes and that hurts your plan more than it helps the plan. Most plans are sort of modeled to maybe not perfection, but they're modeled with the assumption that nothing goes wrong and things always go wrong, just a matter of how big. There's always more downside than upside in a financial plan. And candidly, we are willing to pay up, so to speak, for a de-risk business. The business is really proven and executing really well and a leader in its space or whatever. And we've got a ton of confidence in that business.

33:03You pay a premium for that. For us, I would rather overpay for a business that I know is going to execute and maybe we don't generate quite as much value on the back end as hoping that we hit a home run and overpay an expectation of that, but then the home run never materializes. For us, risk is a big element of this. What you don't realize in M &A is not only is it the cost of the capital that you have to put up front. You give it to the sellers. It's their money. Now you have 100 % of the risk of execution for the next five years. And hopefully you do what the company said it was going to do.

33:39But the other cost of the transaction is the massive amount of management time and energy that goes into integrating that business, running that business, focusing on making sure it's a success, which takes away from everybody focusing on what they were focusing on before. And there's a real cost to that in your core business. And you can point across any industry the number of times where a company did a bad deal and the problem wasn't necessarily that deal was bad. Maybe that cost them a bunch of money. But the bigger problem was what doing the bad deal did to the rest of the organization. Maybe they refocused totally around it to do something totally different.

34:21Or they just took their eye off the ball, their core business, and started focusing on this other big upside opportunity and they lost their way in their core. Very rarely do people go into the deals recognizing the cost that it's going to have on their management team. Even if it's a good deal, there's a massive amount of cost there that it takes to achieve those beneficial results. And that almost always results in some sort of detriment to the business that's already there. That's actually interesting. So there are these hidden costs that are related to the integration, but more so OPEX expenses.

34:53Yeah, there's integration costs, there's OPEX costs, For example, let's assume we had acquired e-travel eye. So now we have a flight business that's within booking.com. You have people running the flight business. You have people running the accommodation business. Then you got a whole other set of people that's managing the coordination of those two. And you have a senior person sitting on top of it that's now not just focused on accommodations, but focused on two businesses. All those people have limited time to work. No matter how hard they work, there's only so many hours in a day. And now they're splitting those hours up between two things instead of one.

35:30You better make sure that if you're going to incur that distraction, that it's going to be worth it, particularly because most deals, as I said, most deals don't really work out from a value perspective. That means all that time that you spent thinking about that business and trying to make it work and integrating and all that would have been much better spent never having done the deal and just focusing on the core business that you had beforehand. How do you keep from getting blindsided by that? because I even looked at deals and then it comes back to like, well, we're a tiny company. And if we did do this, this is going to be such a huge distraction.

36:01But it's so hard to gauge that. Do you have a formula or people you bring in to make sure you get the right perspective? We didn't used to, but we have developed internally an integration team. And that integration team within us has done a really good job of educating the business units about what it's going to take to integrate something that they're interested. And I get it. most business folks, they don't do M &A. That's not what their day job is. They're a salesperson or a marketing person or a tech person. Their job is not to do M &A and integration. And the task of doing that is typically a pretty massive heavy lift that takes years.

36:40That's a lot of cost and time and energy. And when you really sit down and talk to somebody and say, what are you doing today? What's on your plate today? And say, okay, now imagine you have to do these 20 other things in the next six months. How are you going to do that? Who's going to do that? Oh, I can't do that. Who's going to do that? I don't know. You can't do the deal and not do these other 20 things after the deal. So you need a plan. And if you can't come up with the plan, then you really can't do the deal because you've already guaranteed its failure on the back end because you're not integrating it successfully.

37:13It can be a painful and long sort of education process. But as the operating units start to understand what it takes, that then raises their bar for, okay, how good does this deal really have to be for me to essentially change my existing priorities to focus on this other thing as well. Do you see that impacting valuation when you look at how you evaluate a deal of like that impact and what it's going to take to integrate the company? Nominally, yes. We do factor into our analyses the actual cost that we think that integration is going to, but those are just sort of nominal incremental cost dollars that reduce your DCF value by whatever the dollar amount is.

37:53Factor, but not a big factor. So that is a factor in sort of the DCF value. But then there's, you're never going to pay your full DCF value. If you pay your full DCF value, you don't create any value. You bust your ass to generate value that you've already created and paid to the seller. So there's no value creation there. You have to pay a discount to your DCF value or you should never do the deal. So then the question becomes, okay, this is what we think the business is going to be worth to us. then what are we willing to pay for it? And if that delta isn't big enough, and that's where you sort of get into the theoretical discussion of a more qualitative discussion with management teams about, is there enough juice in this squeeze, so to speak, to make it worthwhile?

38:35Recognizing that at the end of the day, while I may be responsible for due diligence and valuation and all that, once we do the deal, I'm not the guy responsible for execution. That then becomes the brand that now owns this business that has to deliver on the metrics. They've then recognized, okay, there's some risk to these. And is the upside enough for me, again, to take on all this challenge and whatnot? Driving home to the operators that they have to own this product and they have to deliver the value and that's going to cost them something to do that is an important part of making sure the deal works, that they go into it eyes wide open, committed to what they have to do to make sure it works.

39:13Deals go awry post-close. It sounds like a lot of it's like hanging around integration and the management team executing on. Yeah, we talked a little bit about, hey, if management teams incentives or objectives aren't aligned, that's a big problem. Look, industry trends can change. Hopefully you factor in enough room in your model that you haven't priced the thing to perfection and growth can slow. Or maybe a new technology comes in that replaces the old one and that creates more costs or you don't grow as fast. So that you have to think about in the overall assessment. But those things can happen.

39:46They're very hard to predict. And then, candidly, there's the black swans like COVID. OK, if you really looked at a lot of deals that were done right before COVID and looked at them now, you'd say, well, the business actually has performed pretty well. They merged COVID. They're doing fine. But if you really looked at it from a purely financial perspective and you looked at what the cash flows were over that five-year period and you said, was it worth what we paid for? you'd probably scratch your head on all those deals and go, yeah, we probably did overpay. Even if the company executed perfectly through COVID and executed really well, that's all great.

40:19But you can't help that COVID happened. And maybe the company lost$50 million of EBITDA for two years in a row. And wow, that really, if we had known that before we did the deal, would we have paid the same price? Probably nowhere near. These sort of, you know, what they call black swans, the things you can't predict that sometimes happen. And that's when you need a management team that, okay, it's happened, but how do we work around the solution as best we can? And again, try to create lemonade out of lemons. You sell companies? We never have. We've been fortunate enough that we've always been happy with the businesses we've acquired, that we've never divested any of our businesses.

40:53There's a lot of consulting firms that tell you otherwise. You're not doing a good job portfolio review, rebalancing, any of that. I'm sure they reach out to you to tell you. From an M &A perspective, I prefer to think we've done a pretty decent job. It's not that we never sold anything. So a few years ago, we used to have a customer service business at booking.com that was entirely in-house. We recognized that was probably not an efficient way to do it. And we had a massive infrastructure, buildings, technology, people, thousands of people doing customer service for us. It wasn't a business for us.

41:25It was just the cost of doing business. You have to service your customers. But we sold that business to a company called Major L in exchange for a commercial deal where they became one of our major provider of outsourced customer service. So I would say we have sold assets and we certainly review our assets all the time, but we've never sold a business that we've acquired through M &A. It's the philosophy, you know, how you operate it would, I guess, ground you into that discipline of... We're not religious about it. Nobody's intended to say, oh, we would never sell an asset that we acquired.

41:59That's that we've just never come to the conclusion that selling one of them makes sense. I think probably too, it depends on your strategy in terms of how much that's changed overall. You've seen some organizations do a whole big transformative reboot on their strategy. They go from print papers to digital and all of a sudden they're buying all these digital assets. It doesn't seem like your company has done that. From the early 2000s, basically from around the time we acquired Booking.com up until very recently, we were focused almost exclusively, not entirely, but we had some other smaller businesses, rental cars, but very focused on selling accommodations.

42:39We've executed very well. We said, okay, we're not going to move away from that. That's still our core. But how do we build around that? But Glenn, my boss, who used to have my job, he hired me into the role. And then he became CEO and I became the head of CorpDev. But shortly after he joined in 2000, we had a$3 stock price. Our stock hit$4 ,000 a couple of weeks ago. It's been a 20-year sort of pretty effective run for the organization. So we haven't ever felt the need to radically transform our strategy. Your current CEO, Glenn, was previously the head of CorpDev? Yes. This is like the CorpDev dream.

43:18That doesn't happen very often. Not as many examples of that. That's actually really cool to hear. What are the good lessons learned? You've done a lot of these deals. You've been on this platform. I like it that it's continuous. You can obviously jump around to different roles, different organizations. But just seeing the maturity and evolution of your M &A function, what are some of these me lessons learned? The biggest lesson I try and instill with my team, I mean, we've been fortunate, right? We have never felt like we had to do a deal. Our company's back hasn't been up against the wall at some point where we felt like, geez, if we don't do something, we're toast.

43:52So we got to transform. We've never been in that situation. So we have always been able to look at M &A through the lens of, as I said before, a tactic that can enhance or accelerate our existing strategy. And in that context, we kind of view ourselves a little bit like doctors, that the first rule is thou shalt do no harm. Things are going great. Don't throw sand in the gears by doing a bad M &A deal. And that was one of the reasons why Glenn hired me 12 years ago was I said, look, as a banker, there were a lot of deals that I did as an agent to a client where I scratched my head and said, geez, I'm not sure why they're doing this.

44:28And you can share that view, but ultimately, you're not the one responsible. And ultimately, your job is to help them get that deal done. And one of the things I said to Glenn in the interview, I remember he said, why do you want this job? I said, I really like doing M &A, but I hate doing bad deals. I wanted to do deals where I look back and feel like that was a good deal. The way we've approached it here is there's no pressure on me or my organization to do a deal. I get paid just as much in a year where we do no M &A as where we do six deals. What we're really getting paid for is not to execute deals, but to assess deals and to analyze them rigorously, critically, and then provide that assessment to others throughout the organization.

45:11And then we communally decide, is this a deal we want to do based on these facts and these risks? And if you've done that analysis correctly, then the organization is going to make the right decision 95 times out of 100. What I've enjoyed is working in an organization where I didn't have to worry about getting the deal done, but instead could focus on making sure that it was the right deal. What are the key elements you look for in a management team to share the same vision? They're all the same thing. I have really candid conversations with whether it's the CEO or whoever's running the business about what we're going to do together.

45:48Look, we're trusting him or her, but she also has to come into this deal trusting us as well. And we're going to price and value and structure the deal in such a way that we're not the only ones taking some risk here. Ideally, it's a scenario where the other side is going, you know what? Yeah, there's some risk here, but I believe in this vision. I believe in this company that's acquiring me. I can do more as the CEO of this company as part of booking holdings than I can on my own. If the management team really believes that, then that's a good fit. Now, they also have to want the same thing as us.

46:21There are some management teams that say, look, my job is to grow revenue as big and as fast and as hard as I can. That's my focus. And I'm kind of like, that's not how we roll. Yeah, we want a big business, but we want profitable growth. So if you can't figure out or don't want to figure out how to generate this growth profitably, then I got to tell you right now, this is going to be a really ugly, bumpy road, and it's going to end badly for both of us. So let's not go down it. I like that you connect that way. You know what I'm really interested in learning from you or hearing from you, Todd, is of all these deals you've done, what were the surprises you came across?

46:56whether it was diligence or even post-close? Fortunately, I can't think of any big post-close surprises. Even like diligence, like have you caught stuff? I want to get a sense like what are the flags you end up having to raise on deals and ends up being the tougher conversations to have? Some of them tend to be the differences between a sort of mature, large cap, publicly listed US company and a startup or an early stage company or a company simply in a different country where, for example, we had one company that had done business with some hotels in, I forget where it was, Iran or something like that.

47:35And they were in a foreign country. And that country was actually allowed to do business with Iran, where in the U.S. you're not. You can't do business with hotels in Iran. And they said, well, yeah, but the rules here are different. We said, OK, that makes sense. But when you come on board, you've got to stop that. Now you're part of a U.S. company. But as we dug into it, what we learned was, yes, under that country's rules, they could do business with those companies. But they were doing those deals in U.S. dollars, which meant all of a sudden they weren't operating under that foreign country's regime.

48:06They were operating under the U.S. regime. And what they were doing actually was illegal. And they could get fined by the U.S. government. It's those sorts of things where you have to dig really deep before you realize there's a problem. But it's a pretty big problem if in the U.S. you're doing business with countries you're not supposed to be doing business with. And it would have been really easy in that instance for them to say, no, look, here, we're in country X. We're allowed to do this. OK, we'll just stop that. That's fine. But as an acquirer, we're still on the hook for everything they've done in the past.

48:37They had done all those deals in U.S. dollars, which meant the U.S. was going to come after them. We discovered that at the 11th hour, and we had to restructure the deal around the fact that they had this huge liability. The way we operate is we find that out. The first thing we do is we go to the government and say, hey, look, we just acquired this company. It did X, Y, and Z. It didn't mean to. It was an honest mistake. We're disclosing this, and we understand we may owe a fine or we may owe whatever it is. We had to restructure the deal at the 11th hour. That's a tough conversation to have literally days before you're supposed to sign.

49:13One of the ways we handle those conversations is we try really hard to build an element of trust with the sellers and the management team. Because we do recognize and we do typically structure things where it's not entirely risk-free for them. Maybe for the PE firm that's taking their money and going off to the next deal it is. But for the management team that stays behind, typically there's some element that they've got to be taking some risk also. oftentimes. That doesn't work if there's not a strong element of trust. So if you built that up, you can withstand a situation where literally two or three days before signing, you realize you've got a huge regulatory problem.

49:52And it means you got to recut and restructure the deal a little bit. Nobody likes it. If you go into that dynamic without trust, nine times out of 10, that deal will fall apart because it just feels bad to everybody. And if you don't have trust, now all sudden you got this gross little feeling in the pit of your stomach saying something's not right here because I don't trust these guys at the 11th hour they're coming up with this new thing. That's when deals can fall apart unless you've got a very open and candid dialogue. Not that we don't negotiate hard. At the core of it, you have to respect and trust each other.

50:25And there have been other times where we did a deal, not so much today, but back in our earlier years, a decade ago, All our brands ran very separately and autonomously, and they competed like cats and dogs against each other. Back in the day, if you had asked Priceline, who do they hate more, Booking.com or Expedia? I'm not sure who they saw as the bigger threat, even though we were in the same company. Because we were structured in a way where the brands competed against us. That is old us. We've changed our ways. But at the time, that's a little bit how we operated. and we had acquired a company where they were saying, oh, we can come in and I'm sure booking and Priceline and Agoda, they'll all help us do X, Y, and Z.

51:09And I told them, I said, that's not how we roll, man. It's survival of the fittest in here a little bit. I remember they came to me by two months afterwards. They said, we sat down with Agoda and we showed them some of the cool stuff we were doing because we thought they were going to work with us on it. And then a few weeks later, they announced they were doing the same thing all by themselves. As I told you, fortunately, as our company has evolved, we're now a much more integrated organization. But it comes down to you've got to be really candid with sellers about not just the good parts of joining your organization, but what the bad parts are.

51:42They're going to see the bad parts. And no company is without its bad parts. It makes it a lot easier for them to accept those bad parts once they see them if you told them about them in the first place. OK, you told me about this. I get it. a CEO who's used to just driving revenue and getting compensated for that. If that CEO doesn't understand when they come in the door that now they're going to be compensated on how much EBITDA they can drive, that's going to be a problem. So you got to tell them, like, look, this way you're doing business doesn't work anymore. It's not going to work. So don't come complaining about, hey, you've changed.

52:14No, this is the good, the bad, and the ugly. We're going to share it all with you. That way, everybody can accept it going in. And there's this element again of trust and alignment that allows you to work over challenges when they occur. Lens to building that trust. And that's what helps you navigate all those surprises that come up. Yeah. Makes the deal smoother. One thing I want to get your perspective on, I've been reflecting a lot. I've done a bunch of these podcasts and it really come to this conclusion that as you build your M &A function and it matures, things really shift from a seller-led M &A process to a buyer-led M &A process.

52:46And I was curious because you've worked on the banking side. And I always look at that. It's like the traditional model. If you're going to sell a business, it's really led by the sell side and they run a competitive process and they keep it pretty competitive as far as they can. I want to push it to a close with high certainty. But if you look at the strategic lens and that approach, especially as you ramp up and maybe you're at a point you're starting to do concurrent transactions, it is so much about having a buyer-led process, having an integration thesis when you sign an LOI and just seeing more emphasis on those areas to make the deal successful?

53:20I'm just curious. On the M &A side, there's been one deal we've done where we quote unquote won the asset in a sell side process. One. And candidly, wasn't one of our best deals. And the problem is precisely as you allude to, which is on the sell side deals, they got a banker in there who's running a process and strict timelines and you don't get access to management and you have to have certain bit, you don't really have time to do the work that you want to do, to dig as deep as you want to dig and to get to know management as well as you want to do. For us, if we can't do that, we'll walk. It's just not worth it to us to take the risk that we haven't been able to uncover something that's going to bite us in the butt after the fact, or we haven't really gotten access to management and management isn't interested in running the business anymore and they're going to leave three months after you acquire the business or management has a different view of how they want to execute the business than you do and you just haven't been able to have those candid conversations because there's always been the banker sitting there in the room.

54:27We're not going to go into a deal hoping it works. So we would rather walk away from that deal than even if it looked good on paper, say, oh, this all looks good on paper. Let's hope all the details come together once we buy it. Buyer-led approach gives you more likeliness for success? The vast majority of ours have been negotiated deals one-to-one. Yeah, they take a little bit longer, but maybe instead of four months, it's six months or five months. It's not like we're taking a year for something else that would normally take three months. So yeah, we're not moving as quickly as you would under a seller-led, banker-led process, but that's what we feel we need to do to be comfortable with an acquisition.

55:09What's the craziest thing you've seen in M &A? I'm wanting to buy an AOL back when I was a kid. I don't know. Look, I hate to say this, but maybe it was the European Commission blocking our transaction of a flight OTA. It just still boggles my mind that you say, hey, look, this is a business that sells accommodations and they want to get into the flight business and we're not going to let them because being in the flight business some of those customers might buy a hotel room after the fact, and we don't want to let that happen. It's crazy. I haven't wrapped my head around that one either. I'm curious from others listening, if you had some thoughts or hear any other stories about anti-competitive, we'd love to hear it.

55:48Todd, this has been a great conversation. I want to thank you for taking the time, helping me become a better M &A scientist. Absolutely. Those of you still listening, fellow M &A scientists, I appreciate you taking the time through this conversation and always welcome the feedback or more so the criticism so I can get better at doing this, reach out to me, LinkedIn, topic, and speaker ideas are always welcome as well. Until next time, here's to the deal.

56:25Thank you for taking the time to explore the world of M &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 standing up an M &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, at mascience.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.

57:10Again, that's mascience.com. Here's to the deal.

57:23views and opinions expressed on mna 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