Recently, Chris Hartenstein, Consero’s VP of Customer Success, hosted a conversation about the role the finance function can play in an add-on acquisition strategy and how to develop a readiness plan that paves the way for a successful integration.
More than ever, buyout groups are investing in industry platform plays with an aggressive acquisition strategy to build value, but that requires a swift and competent integration into the operations of the buyer. So what role does the finance function have in ensuring that happens? Consero Global’s VP of Customer Success, Chris Hartenstein has personally helped integrate 18 companies with their buyers over the last year and knows the real-world challenges of the process.
He hosted a chat with Trey Chambers, the CFO of the B2B software tools provider IDERA, that has been owned by multiple PE firms, and Elizabeth “Scottie” Wardell, the Managing Partner of the middle market PE firm, Integrity Growth Partners. And for the perspective of a target company, they’re joined by Steve Isom, the CFO of donor management software and system provider Bloomerang, who had recently supervised the acquisition of his previous employer, Flywheel. Below is a lightly edited version of their conversation.
Chris Hartenstein (CH): What are some of the key priorities that companies should be looking at as they negotiate closing some of these acquisitions? Trey, you’ve managed 17 acquisitions over there, so tell us what you look for.
Trey Chambers (TC): We haven’t always been good at it, but we keep learning. The key for all M&A is a good target, and that means knowing what you’re looking for. We have an M&A team in-house, with a pipeline of targets, and we’re always looking at who’s in our space and building those relationships, as a lot of our acquisitions are through our informal chats [with targets]. Most of all, I’d make sure there’s a strategic purpose. Maybe they have a better technology or one that doesn’t do what your [offering] does, or maybe it merely removes a competitive threat. Some are growth acquisitions, some have recurring revenue, maybe they have an older technology, but offer an opportunity for synergy. We think our ideal target has some combination of those qualities.
Once we have a target, we create what we call is a “skinny model” with high level financial information from the target, and then we’ll discuss a purchase price based on revenue or EBITDA multiples and then pressure test that as we begin diligence. You need to make sure you’re ready. We hire Deloitte to do a “quality of earnings report,” which takes the historical financials and does the equivalent of a mini-audit that traces any anomalies, one-time events, etc., so we truly understand the company’s historical performance. Then we assign the various diligence duties. We have a diligence tracker, and after all these years, we have a good one that tracks cash management, who’s doing the GL, and so on. Our goal is to get these deals done in 60 days, although it still tends to be 90 days, so it’s still pretty quick. The goal is to finish, or cut bait quickly.
I used to have a small team focused on diligence, but now I invite a lot of the team on a lot of the calls, because we used to close the deal, only to struggle with integrating the company afterwards. But now everyone is up to speed prior to close, so we can hit the ground running.
Elizabeth “Scottie” Wardell (ESW): I’d like to reiterate Trey’s point about having a sound rationale and thesis for this acquisition. It can be attractive to say, “I can get this at a really cheap multiple,” but if you don’t have great rationale that fits with the overall story of the company, when you go to sell, the buyer will unpack why this was added, and you won’t get credit for simply adding dollars to your P&L. In fact, it may distract from organic growth opportunities. Don’t be too focused on how things look on paper, because it still has to makes sense to the overall business thesis.
I’d add that people should think about these acquisitions structurally. What does it take to finance these acquisitions? If you’re going to incur debt, will that put a burden on the company’s other growth activities? So you should think about where the capital is going to come from, especially as I work with a lot of lower middle market companies that are at key organic growth inflection points, in addition to whatever M&A strategy may be explored.
CH: Steve, you’ve been on the other side of all this, having been recently acquired. What’s your perspective?
Steve Isom (SI): Something to consider with these deals is by the time diligence begins, it’s really confirmatory. There’s already a thesis and a LOI, so the role of finance is to give them confidence. Think about every interaction with a potential buyer as a chance to further build that confidence in the business. This means erring on the side of transparency, giving the internal roadmap of controls, policies, forecasting and tell the story of where you were, where you are and where you were planning to go. I think you can develop a good relationship with the acquirer, so if you find yourself in a situation where a number you shared was incorrect, or there’s a detail that you pulled, you’ve built that rapport and trust with the acquirer, where you can have an open conversation about it, rather than trying to sneak by any adjustments to the data room.
CH: So much of what you need to make these acquisitions a success come from the finance function, and when the target’s finance department is in disarray, it can stall the deal. So what are some red flags that you’ve seen that would give you pause, and how have you ensured your finance teams don’t wave any such flags too?
SI: There’s this idea of deal readiness. There’s a difference between an unsolicited inbound offer and going into an exclusivity process, or hiring a banker where you have 60 days to prepare. I’ve made a point to have info available and structured to be ready for that. When you’re on the acquirer’s side, you’re really looking for an efficient process at the target. Is the finance leader inheriting any operational debt? Are there things broken in the processes here?
ESW: If the numbers keep changing, or if different systems are saying very different things, that’s a red flag. This doesn’t imply anything nefarious, just that there may be more “noise” around the earnings. Inconsistency matters. In the presentation of the numbers- how confident are they talking about the numbers? How comfortable are they with them? What are the key drivers? Are they coming off as transparent, or do they bristle when I get to the next layer of questions? Some of that can be discerned by the body language of the different parties, say between the CFO and CEO, and if there is tension. Are they cutting each other off? Maybe there’s a lack of coordination and those are red flags. If you can’t reconcile cash at the end of the day, that’s most certainly a red flag as well.
CH: I like the idea of body language and making sure that people are being transparent. Trey, what are the red flags are you seeing?
TC: Is the data easy to reach? Are questions answered quickly? Is there pushback- some of that pushback is legit, but when it’s not, you need to decide [if it’s worth that trouble.] Acquiring small and unsophisticated is much harder than acquiring large and sophisticated, in terms of integration. A lot of companies in the lower middle market are cash-based by nature, so they’re not as mature on the process and accounting front, which means you’ve got to pick up the pieces post-close. I’ve always told my team, get everything you can pre-close, since if this is a synergy play, you may lose people who know things, and they are far more motivated to give that data before closing.
CH: Smaller deals take as long, if not longer, to close than big ones. In getting ready for deal, what should you have on hand from a finance perspective?
SI: Most of the time, people underestimate how long it takes to integrate a business. Take any pain point in your business and understand that it will amplified and exacerbated during this process. Get the teams working together as soon as possible- maybe they outsourced or they have a great team. As Trey said, you have their attention before closing.
TC: One of our CEO’s favorite statements is “Get to the future.” The future is always scary but we know we need to get there. 90% of the time we want to use our processes and our playbook and the seller is, like everyone else, convinced their way is the best way. These are difficult conversations that don’t get any easier, so it’s best to have them upfront.
Next, have a staffing plan. I understand which positions are there and which will still there after the deal closes, and be sure to plan on turnover, complete with a back-up plan. The last element I’d suggest is that we do is weekly integration meetings about two to three weeks before the deal closes, if it looks likely. And we start building from there. Three or four weeks after that, we’ll invite staff from the target as well to participate.
CH: Scottie, what’s the value of the finance function of either side of the deal?
EW: [The finance function] can serve as a “quarterback hub” for the integration and analysis work. I’d add, think about the change management opportunity. It’s a lot of people getting together to do things different, and there will be energy from acquirer and target, and the more thoughtful you are there, being methodical about culture and giving opportunities to show shared goals and deal with any “hidden” info. How do you factor in people’s fears and hopes around this process? How do you optimize the best of the both groups? Things can get damaged if you don’t tackle the human element here, no matter how fancy the algorithms are. And the finance function can play a role in this.
SI: That’s especially true if most of the staff will be staying. Over-communication is key. Put yourself in their shoes. There are all these assumptions from the acquirer that there are these key people we want to stay, and well, the acquirer needs to say just that. Tell them that they are those key people. And to Trey’s point, if you try not to rock the boat, and assure them that they can keep most of their processes in place, every little change will seem all the more disruptive.
TC: People getting acquired are by nature scared, and they’ll assume the worst. “I’ll be fired,” or “The new processes will be worse.” So don’t string anyone along. We’ll meet everyone across functions within a week of the deal closing, and update them if we know we need them, or if we know we don’t need them, and even that we’re not sure yet, but promise that as soon as we know, we’ll tell them. People like certainty, and that will engage everyone faster for the Company’s future. People appreciate that, even if it’s bad news.
CH: Exactly. Don’t leave them in limbo. Steve. From a deal readiness standpoint, how did you share data when your prior company was acquired? It was an unsolicited offer, correct?
SI: That’s right. And from the first meeting to close was, I think, roughly 30 days. We had recently been through an equity raise so there were a lot of materials already in hand, and as a recovering investment banker, let me tell you, a professional presentation lends a lot of credibility. And honestly, we benefitted from having Consero. Because of their process, the team completed a full diligence list from Deloitte in 24 hours, and that kept the deal rolling along. That instills a lot of confidence.
CH: What else can a finance function do to help close these deals and scale both finance teams together?
TC: Consero is great at onboarding new companies, since everyone that moves to their platform is coming from another platform. So Consero moves those companies to the platform efficiently, which allows us to focus on the business. And don’t forget the financial planning and analysis side here. So we refine that skinny model from the LOI stage and have a final model in place, and then we focus on that as we move forward. For all these acquisitions we measure them on a stand-alone basis for the first year so we can measure the P&L off the model and focus on the KPIs, to gauge where we are compared to our plans.
SI: You also need to make sure the CFO understands the thesis and the success criteria for the deal. Explain to the CFO the five or six milestones along with a reporting cadence against those metrics, and there’s no better way to assess success.
ESW: There’s always a lot of moving pieces post-close so I’d stress there needs to be a clear project management function, or at least a systemic approach over who owns what. And finance can help lead that systemic approach. And losing sight of that can cause plenty of unnecessary value destruction.
TC: To that point, as part of our playbook now, we created a diligence tracker and appointed someone to manage that tracker. It keeps everyone on their toes, and keeps the integration engine humming.
SI: As a seller, make sure there is a project manager before the close, and that QB needs to make sure that the context of the deal is kept in mind. If that head of R&D answers the questions in a vacuum, there can be problems. Someone needs to make sure that the responses are consistent. CH: And that consistency can build a lot of trust. I think we all know that no acquisition will be successfully integrated without that, and the finance function plays no small role in building trust in the numbers and the process, along the way.