Integration Focused M&A: Why Execution Should Inform Strategy Before You Sign Part 1 with Ciprian Stan

25:11LOI is the time you're going to start finding out stuff about the company. So you need to be open to change the price after. The LOI will be subject to these things happening and those risks not panning out. I'm ready to pay something around this number. But then you lift up the hood and then you find the data server in the kitchen. All sorts of things that you have risk assessments and all sorts of novelty that cascade down from the auditors or wherever you have running the diligence for you. It's the time where the target starts to share information because they feel like, yeah, there's a real proposition coming here.

25:47But it's also the time where they think, if this deal doesn't happen, this person or this company is going to have unfair knowledge about me and my business. You're probably playing in the same space. So you're going to be competitors. And one of them, the buyer, prospective buyer is going to have unfair knowledge about the prospective targets. So they're going to be very guarded. They're only going to be sharing information with the third party that represents both of you fairly. To an extent, you do commit, and it's very hard to change that number by orders of magnitude, but you have to be ready to be flexible.

26:18And for the right reasons, you're going to be shifting the value up and down. To your point, how to address the time before the LOI and make sure that you don't over or under commit, have scenarios in mind and discuss them with the target and say, these are the things that make our deal go in different directions. It can be more than one or two, but there needs to be some allowance for different speeds and milestones to be achieved, depending on how swiftly and quickly you can move both buyer and seller, and be very clear about your intentions to the limits where you don't want to tell them stuff that you don't want them to know unless you buy them.

26:53I'm sensing there's two schools of thought around this. There's one view where you could front load more diligence up front and just have a higher level of confidence that this is the price. Unless there's some material risks that we discover, we're going to stick to this. Now, there's a phrase investors use. I'm careful where I thread here, but you can only pick someone in the balls once. The idea there is you'll quickly get an offer. You'll have very light diligence. You'll get an attractive offer, get the LOI signed, and then you go through diligence and then you come back with the updated price based off of all these things you pull up in diligence and then it does they're going to get pissed off but you just go through that one time yeah and then now you got the adjustment and then you move it to close i agree there there will be the public companies where everybody has pretty much the same information about them because they're public but if you're buying somebody that's a mom-and-pop shop single million digits revenue, which is, I'd say, the largest amount of deals done in Europe at this time.

27:56I was just surprised to see that Europe is higher than the US in number of deals, but half the value. And there will be lots of small shops, brick and mortar or mom and papa, whatever you want to call them. They will not have information advertised anywhere. You're not going to find their year-end numbers on any website and so on. And those are the ones that you're going to be trying not to overpromise before you learn the details. If you're going in the public space, listed companies, you're probably going to know a lot about them before you make an offer or even write the LOI. But I agree with the two schools of thought.

28:33Luckily, I don't have to deal with this. I was going to say, you don't have a choice. You're forced in one or the other. Yeah, I'm happy I'm not fending off this risk, but I do understand the complexity. The one thing that I discussed with the dealmakers, the transactional people, is let's try to build in our model of the risk that this might go up or down. And we try to prepare scenarios in which some of the scenarios will say, no deal, no offer. We need to be very mindful that we don't invest into the pipe dream of let's close this because it's... Once you've set your mind on something and you imagine how that's going to fulfill your business case as a buyer, it's very difficult for you to say, no, I'm not going to buy this deal.

29:13It's probably the mature thing to do in that situation. But it's lots of people try to patch things, patch the business case, so it still makes sense, which is a human natural thing to do. But I agree with a split in between the two schools of thought. The smaller companies, I see them as being as part of the second one. They're not going to be sharing anything. You cannot find out anything about them until they open the books to do diligence. Can we agree on some must-haves before an LOI sign? And part of this is, do we have a thesis of how we're going to integrate the company? Are there some things that we know are going to be a big risk that we should try to at least address before LOI sign or figure out?

29:53Is go-to-market is the other big thing. Should we start at least have an idea or outline as part of our integration thesis of what the go-to-market is going to look like? Are there any must-haves before LOI? Before LOI, that transactions people keep that, for good reason, confidential. Sometimes even internally, you're going to have those code names inside the company. It has the name of some prominent, I don't know, mountain in the area or something. And before the LOI, I don't see a lot of communication between transactions and integration. I try to keep close to the ground, to keep my ear on the ground, to understand if something's coming.

30:27There is a pipeline being shared. And if you have that pipeline going through the pipeline every half month, every month to say how likely is this to happen. And that's, I would say, a very good and healthy exercise to have between the transactions and integration people, because repetitive discussions about the same target brings out certain risks, certain patterns. And then together you can come up with strategies how to approach those. If I would put a list of mandatory things on the pre-LOI list, it needs to be to do with how fast could we close this deal? Does it make sense for us to be able to even engage if we don't see a future that we close in the next 6-12 months?

31:07If the target has never heard about us, first of all, they're going to be surprised. Sometimes they will be ready. You may have the fortune that they were thinking of selling. They never told anyone. And then you ring, you call them, and they said, ah, you read my mind. And that's a good way to start a relationship. But it will have to do with the macros of your business, the buildup of your products. The financial construct is how much revenue can I realistically bring in in the next year by acquiring this company? How much money am I willing to spend? What's going to be the price buildup, the allocation per share?

31:43So am I going to pay cash? Am I going to be able to give them an earn out? Do I want to go the earn out route? and these things will shape the deal dramatically. And that's why I think you need to keep an open-minded LOI time about how you're going to execute. A lot of these deal terms, how they're going to actually affect the way you're going to ultimately integrate the business and as well as like knowing your timelines so that you can actually validate these things and get that clarity on how the business is going to get integrated. Yeah. Because you're more or less on that second school of thought.

32:15I've been more exposed to it rather, yeah. It's fair, man. this industry is still changing. We're advocating for something different here. That's why I'm trying to learn it. And I'm just like, hey, there's different views on this stuff. Not to say it's one's right or wrong. And somehow I think like, maybe you got to figure out what's best for the seller at the same time. Well, I've been going your direction. So I've been pulling things forward, bringing things forward as much as I can. I'm a big advocate of getting everybody informed and involved as early as possible. Let's not forget that I come from the space where integration found out signing day.

32:46That's the nightmare scenario. If you get involved in a project that's been running for a while, yeah, that's fine. But if you're in the same group of people working on the same side of the buying and selling and there's some confidentiality reasons and then integration people find out very late, there's very little that they can start preparing for. On day one, you're already late for integration. Yep, absolutely. That's the thing we've seen that broadly in the industry is that shift to push more of this earlier in the process. I'm sure we're going to get more tactical about that in future stuff we work on.

33:19When we talk about schools of thought, another one that comes to mind is culture. I feel like, let's break it down again. The old school is classic. You know what? We don't really, we need to worry about culture because once you combine the businesses, they're going to create a new culture. Let's say that's the classic view. Just don't worry about the culture. After close, companies will combine. They're going to build a new culture anyways. No big deal. And then we have more of this progressive. We want to understand culture because it can help us shape how we'll integrate the businesses in our integration plan.

33:49Better we understand both organizations' culture. We can understand, I used the example, I looked at a deal based in Europe. I had my model on forecasting synergies. I was like, okay, we're going to combine the engineering team. I bring my VP of engineering onto one diligence call. And he's like, you know, there's no way we're going to combine engineering teams. You know exactly what I'm talking about. He's like, completely different operating. they have to stay independent. I had to go back and change the model because of that. But that's like one example, kind of like learn the cultural differences.

34:19It's like, they're not going to seamlessly combine and we're going to realize these synergies eliminating some of the roles and things like that. So we're not going to get any of the cost savings. That's a progressive view. And then there's this third view, which I find interesting. There's a few companies I've seen do it and it's not a common thread, but using culture as your strategy, one of the drivers of value creation, that you're very upfront, that, hey, we have this unique culture in our organization that drives our success and that we're going to transform your organization to fit into our culture.

34:51And we're gonna be very proactive and then just being very upfront about that. And a lot of times they will make that a big part of their plan. They'll bring in a lot of coaches and things to really push that kind of transformation in the organization. Anybody that wants to look at references of that, look at Barry Waymiller, Bob Chaplin, I know he's wrote a whole book around it. Jason Lippert, we've had in the podcast from LCI Industries. I know there's a handful of others. That's almost their approach. They look at culture as this work stream of its own, but it's so just proactive of how they're going to transform that business to really bring it in.

35:23Where do you sit on this? That's my view of these kind of like three schools of thought around culture. They're all valid. There will be certain deals they're more recommended for. There's the old school of surveys, cultural surveys, and surveys will get you some knowledge, and they work for certain company models, you're not going to get anywhere with a survey if you go into an engineering shop where the founder of the business you're trying to buy wears overalls and a hammer to the office first thing in the morning. They write out the orders, they pick up a van and they go on the field. If you put a survey in that room, they're not going to return much.

36:00You may even make people awkward too early. It also comes down to why you're buying the company. And there will be situations where you buy the company for the equipment, for the intellectual property, for the geographical presence. This good friend of mine, Jos Ahrens, M &A, very experienced silverback as they call him. He says, what's the secret sauce? What makes this company tick? You need to protect it from the early stages, during transaction negotiations, and definitely integration. And based on that, you can understand how your culture is going to be aligned or not. I'm a big fan of face-to-face interactions.

36:37You need to spend as much time as possible with the people. You need to understand what the founder is all about. Are they willing to sell, to settle down, and then not to do anything and to retire early or late? Or are they only selling because they want a bigger group behind them to achieve even greater things? There will be two types of founders. And then you understand what your whole organization is all about. because if they sell and leave, then you're going to have to deal with the culture on your own. If they sell and stay, they're going to be your greatest ambassador and sponsor. There's also different views.

37:13How long should you keep the founder around? Should you keep the founder around? Should you keep them on an earn out or not? And you're going to have all sorts of examples. I know of an example where the founder took a part of the earn out, which was in this upper 50, 75%, and they did not show up to work second day. And what about the rest of 25 %? You can keep it. It was their exit. They just wanted out of the probably burnout stress, whatever reason. The 75 % was good enough for them to say, I don't want to deal with this anymore. The more you get a chance to understand where they're coming from, the better.

37:48If this conversation would have been honest, it would have been a better outcome for both sides. Even if he would have said, I just want this price and I'll be out of here. It would have played out differently. And the company would have, I'm sure, invested the other 25 % to probably whatever missing pillars would have been there. But you need to try to understand the seller's intentions early on. And they will have built, the founders will have built the company in their image. If they have good, strong values and you align with those, you can expect that the company is going to be like that as well.

38:21The process is going to be like that. They're going to be built for resilience, long distance running. And the team is going to be like that. You need to be very mindful of red flags. But there's a divorce lawyer that has a saying I like a lot. He says, when you're wearing pink glasses, all the red flags look like flags. He's advocating against getting to divorce. And he says, be mindful when you're only trying to get to the end of the deal. So when you have your new relationship glasses on, you only see the end of the deal. You don't think about the risks. So you have to be mindful of the risks and have somebody that's not as driven as you are in closing the deal run through the risk list and give their own opinion because you need a cool head.

39:06You need a red team in the room to test your business case. Coming back to cultural fitness face to face, getting to see the people that do the work at work. Bring some of the people over to your environment and expose them to your reality and say, this is how we do things. Do you see any gaps, any differences that we need to think about and plan together? and ideally you're going to find a common platform. You're going to both want to build the same good results for both. My strong learning is don't trick the seller or the founder into selling on your terms because they're going to find out later on.

39:40It's like lying in your CV. You're going to be found out pretty quick and then it's not going to be in anybody's advantage. It's going to cost everybody more time and money. If you're open and honest in the limits of confidentiality and you understand both angles, both sides, then you're going to have a very good chance of building something that works better for both. The proverbial one plus one will equal three if we do this job properly in integration. This is what I picked up. One, a key thing is the driver of the deal helps you understand how important the people actually are. You want to at least get a sense of that.

40:14The other is the founder, key leadership. Are they continuing with the business? They're not. Yeah, that's a big dynamic that could change things dramatically. And then I think you're in that middle, that progressive view, in terms of learning these things, figuring out what the red flags, but it's using it to adopt to the plan and make those adjustments. But ultimately, you're trying to create a working relationship that's collaborative at the end of the day, so that both teams are objectively working towards a North Star and what's best for the business and the customers. Yeah, no, absolutely.

40:48And one element that we should be mindful of is people are going to be the power, the wind beneath the wings of the business. We need to make sure that they are well represented in the deal during integration. And if for strategic reasons, they cannot be exposed to the deal before signing and closing, which is most of the times the case, we need to make sure that they will have a shock. Even if you bring them in a room and you say you're the first person to hear about this, they're going to say, wow, so we're selling this that we've been trying to build up since we were teenagers or whatever the reality is.

41:21And there's a huge difference between entering a company through an interview process as opposed to an acquisition process. You apply for a job, you get tested, trial, you get through these stages, you interview two, three times, you meet different people. At the end, you have closure, you've proven and you get accepted and you negotiate terms and you get signed in and you start. That's a forward move from the person. If you buy a company, everybody in that company, you run the risk that people in that company will feel like they've been sold and you cannot allow this risk to creep in because that's going to be damaging your integration.

41:57You need to make sure that they hear about it in an early enough reasonable manner from a person they trust so that they can be behind the business plan and business case. And they're going to understand why the company is making this move, is selling the business. They won't feel betrayed. They will feel welcome by the acquirer, by the buyer. And they will feel part of the integration all the way through the process. And that's a success mechanism, basically. How early? I feel like even you get an LOI signed and then you're going through conformatory diligence to get to sign. You're still very like hush-hush about all this stuff.

42:29And everybody says that. You do this announce, you want to avoid all the FUD, all the fear, uncertainty, and doubt with employees. but then you're confidential about it up until all of a sudden it's announced to our whole world. Yeah. First of all, when you announce it, you need to make sure that they understand this is not a hip shooting move. We've been thinking about this together with our future partners for this long. And we've been thinking about you, the people as well. And this is what we've planned for you. This is how you're going to help us integrate. It depends from deal to deal. You know better than most people, every deal is unique.

42:58We have a framework we try to put, we're still going to customize it in the end. Most of the deals in the pipeline never happen. So you cannot tell everybody every six months, hey, we're going through LOI with this buyer or this potential buyer. Because then that's going to be like adrenaline 24-7. And that's not healthy for any organism. You need to let your critical people know. Ideally, get involved more than just the seller, the owner, and their CFO. Because this is usually the safest route that people play. And they don't want to expose the news to anybody else. but you do need your production, your work doers to be represented in that conversation.

43:36And sometimes the founder will be part of them, part of the group. Depends on the size of the business as well. But you need to make sure that this is presented in a timeline where they have time to mentally make sense of the news because otherwise it's a shock after a shock and another shock. That's what I mean. How do you get that time? I'm a big fan of leaving space between signing and closing. It's very difficult to convince people to do. that I want a month between signing and closing. Unless it's forced with some regulatory approvals, but what is the ideal time between signing and closing?

44:05At least a month between signing and closing. Really? A whole month? I would love that because that's the time when you can freely ask questions and not be rejected. I feel like most integration folks I talk to have a similar view. At least weeks. I don't know about a whole month, but at least weeks. And a lot of times they get exposed to it because it was forced. Like there was some regulatory reason, but then they're like, we got to nail the plan now. We got to socialize it with the target team. We got to get all those things that you described settled. And then once we got closed, it's like, boom.

44:36And for some people, the people that this is happening to and on whose help you're going to be counting to support you for the process, it's a huge difference between telling them it's done. There's nothing you can do about it anymore. We've signed and we closed. It's happening. Deal with it. As opposed to saying we have achieved the first important milestone which is signing. We still have a very important milestone which is closing. And in between this, we're going to be working day and night to set this up properly so that you land softly in the future organization. As little as you can squeeze in there, there's first of all for the people to get accustomed with.

45:13But that's the time where you can legitimately ask questions that will not be subject to confidentiality anymore because there's no risk this is not happening anymore. It will happen barring the competition clause being allowed. But you can ask detailed, finance questions detailed, benefits questions detailed, operational questions you can ask all sorts of, and the seller has the confidence that this information is not going to be misused. The deal will happen. I know the big concerns like gun jumping laws you want to avoid, but it seems like you can do a tremendous amount of planning, socialize those plans without triggering any of those gun jumping regulations.

45:51So it'd be interesting to do like a round table about this, about time between sign and close and just put together, since there is zero standardization around it or even like really defined best practices. I can be convinced depending on the type of deal, but a carve-out, for example, oh, I love as much time as possible. Yeah. I would be day one news on a carve-out. It's a nightmare. It's, yeah. So depending on the type of deal, it can take more or less time. But if you have some buffer between critical milestones in your plan, between LOI, signing, closing, and integration, It's going to pave the way for a better outcome.

46:29Can we talk through some examples of this cultural alignment? And I don't know why, but like I think of a situation where maybe you're buying like a direct competitor. And you've kind of always had these conversations of how you're trying to beat them out. And you've gone head to head with them so much. And I'm just wondering if there's cultural mismatches and things. And I don't know. I just want to hear some stories from the field. There's both good stories and not so good stories. A really good one for me was when CBRE acquired the FM part of John's Controls. I was being part of the object of the transition, moving from one place to another.

47:06And they had a program called a buddy system. And I get an email from a guy called Ben Luvalio, a great guy. And he says, I'm your buddy from the acquiring side, from CBRE. And I thought, so what does this mean? He said, we book a 15-minute chat. You just tell me how the world looks like from your side. I'll tell you what the world looks like from my side. We get a coffee next time you're in London. You ever need any kind of information? Where's the printer? How do I get this chart or this form? Who's dealing with that subject in your company? How do I do expenses in the news? Whatever. I'll either have the answer or know the person that does for you.

47:42And all of a sudden, I felt like I was being concierged, if there's a word, you know, welcomed into the new organization. Somebody dealt with me as a one-to-one level. And I thought, this is great thinking. And I found out I was not in any way a critical player in the deal. I was just one of the people being transferred over. There were many more important figures and executives and strategic people that had to be dealt with. But they went down to as far as they could and afford in terms of investing time from the existing organization to welcome and receive the people coming in. And that for me was a great model and success.

48:20And I've tried to use it everywhere I went after all. I didn't realize this is an M &A thing, an integration thing, but I thought that's what I want to make sure that I do next time I get people coming into my organization. I want them to feel like somebody's been expecting them. And it helped my settling in a lot because I didn't feel like I was grown into just a new organization, foreign, strange environment. I felt like somebody expected that I joined. There's a term, don't they call it two in a box when they pair people up? Or there's probably a different even term for it, but they'll do that.

48:56They'll pair the peers up as part of that integration and it seems to be like a pretty good practice. Absolutely. I can vouch for it. I've been at this subject. Okay, that's a good one. Give me the chaos. You need to make sure that you understand who you're partnering with. And as we spoke about earlier, Are there any red flags? And one of the red flags we should have probably caught earlier, I've seen a write-off happening after two years into the acquisition, after acquisition to integration. Wait, wait. There's a write-down, you're talking about a write-off. Yes, I'm talking about a write-off.

49:29The whole investment. And that was the first good thing that happened in that project. They wrote off a full? Yeah. Wow. So a lot of red flags. Hindsight is always 2020. We should have thought about this. We should have thought about that. and we should have allowed for questions, hard questions to be asked and answered because you're going to have people asking questions and people that are just interested in doing the deal will say, ah, we'll deal with this when we get there. This is one way to saying, I have no idea how we're going to deal with this. We'll cross that bridge when we get there.

49:59We ended up in a space where we wanted to make sure that the deal gets secured without scaring off. And this is one of the reasons that acquisition people will say, and I've seen this written in an email, don't bring the integration people in because they'll mess up the deal. I was at the early stages of my certification in the post-mortem integration program. And I thought, surely this is a spellcheck mistake. I thought, if you don't bring in the integration people, is that what you meant? The deal is going to be... No, no, no, no, no. Integration people, they always scare the dealmaker or the target off.

50:36Okay. So I thought, yeah, I understand the scaring part, But doesn't that mean that you're sugarcoating everything and you're painting everything in bright colors for the seller? That's also a no-go for me. I wouldn't recommend doing that just for the sake of closing the deal. And there would have been a serious amount of questions that should have been answered. And the risk list was reasonably long. And the way that you deal with probability and impact, when you look at the risk matrix and everybody says, we think this has a probability of happening of one to three. and everybody's around the table is offering their best, yes.

51:12And the other people are going to say, this is the impact. In case this risk happens, this is the impact on the business. And based on that, you sometimes end up saying, yeah, sounds like a good deal. Let's go ahead. We can afford this. If you've mis-evaluated those risks and impacts, then you have a highly chance you're going to be ending up in a bad place. But there's always the behavioral element. And Dan Ariely has a very good piece on behavioral people adverse to risk that end up spending a lot of good money after bad for the sake of protecting their initial investment, even if it's been proven wrong 15 minutes after.

51:49And they still invest into that bad initial instead of writing it off. But yeah, that was a very hard learning point. And that's where I finally got to introduce something which was like a go-no-go. checklist. Let's look at this. Do we have a preliminary integration plan? Do we know what we're going to do with this business three, six, 12, 24 months later? If we have an idea, how much money do we plan to invest in this? If we have this risk, if our biggest client is going to disengage because they think that we're becoming a monopoly. This was another case that we had, real case. A client, nobody could have seen that without going and discussing this one-to-one with our biggest, let's say, five clients and say, we're planning to invest in this space and we're probably going to be growing and we're going to be probably buying another one of your suppliers.

52:41Do you see any strategic risk here that you're going to be continuing with us? Because immediately they said, no, we're not. And we didn't know. This was a surprise. There could have been people that knew. They did not share the information. This is an exercise that I have in my prep list, in my due diligence. Have you spoken with your biggest suppliers and your biggest clients? is there any conflict of interest if we go ahead increasing our footprint in that region or that product? Because some of them will have internal regulations that we're not aware about. They cannot work with suppliers greater than this or clients greater than that because that creates a risk for them in case we go sideways, they're going to be losing too much of their supply chain or their revenue.

53:20These are not easily topics to formalize, but you can have a conversation and they're going to tell you right away, I cannot put this on paper but you need to make sure that you don't grow higher than that or you don't become a single point of failure for us. And those are all lessons learned the hard way. That's something like during confirmatory diligence, you'd want to have those conversations with the customer and just start pressure testing what you're planning to do integration-wise. What else blew up that deal? I feel like it sounds like integration wasn't thought through, but how do you completely write off value?

53:53Part about putting good money after bad, what did that actually look like? some founders are going to be so interested to sell and they're going to be whining and dining you and they're going to feel like, wow, this is more than I would have expected out of this conversation or this interaction. And then you get to see the site or you get to the details of the business and you look around and say, you don't want to sound awkward, but for the value of one of these meals that you've taken me out to, you could have easily fixed that roof, which doesn't look safe to walk on or under in the warehouse.

54:26or I mentioned the server in the kitchen earlier. There's plenty of servers in kitchens near the microwave and the water cooker. That's, in my mind, a risk. You're literally very little about that. Server in the kitchen. Yes, yes. I've just never seen a server in the kitchen. I have, I have. And I've tried to make a joke about it to bring it up because obviously if somebody has a server in the kitchen and they bring you over, they don't think it's a big enough red flag for them. And you'd like to raise that and say, ah, so everybody can just plug into this and pull information right out of your server if they need it.

55:03It's like the fast, if the Wi-Fi is down, right? Well, and they realize it, is this still a joking or serious? You switch to due diligence mode now. There will be a lot of surprises in the early stages. And that's the time you want surprises, due diligence. The moment you delay surprises, if they go over signing and closing, that's the worst time for surprises. regardless what kind of surprise you have later, they're bad. You can get good ones. Like we once had a supplier that had not been renegotiated for three years and we just scrapped half of the cost with that supplier right away because nobody thought about them.

55:40They said, it's our supplier. It's a house supplier. We've had it for three years. We never thought about looking at the price on the market for this commodity. It went down 50%. We said, oh, we just bring them to reality. We don't need to negotiate. 50 % off. But you're not going to have lots of good surprises later on. And even those are not going to be, you don't want surprises either way. They're going to mess up with your plan. And some companies will tell you, I understand you're bringing more money in, but this means you haven't done your homework. Put this in the business case. This should have been a synergy.

56:08And it's not. Why not? You can be certain of one thing that you will have surprises. So the fewer and the least impactful they're going to be then, the better for your outcome. That concludes part one of our interview with Chiprian. Stay tuned for part two where we continue the conversation, get in more depth about best practices when it comes to integration and the cultural alignment, setting up deals for success, but also our future outlook for what the M &A industry looks like and the technology and the emerging field of independent freelancers. See you in part two.

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