| The most important source of acquisition
candidates for buyers, whether they are just beginning or have been at it for years, are
professional intermediaries who make their living by linking up buyer and sellers in
corporate merger and acquisition transactions.
The most important source
of acquisition candidates for buyers, whether they are just beginning or have been at it
for years, are professional intermediaries who make their living by linking up buyers and
sellers in corporate merger and acquisition transactions. These individuals and firms
provide a vital service to buyers by searching out those firms that are truly sale
candidates. This is no small task since, at any given point in time, only a small
percentage of companies are for sale.
Since M&A
intermediaries dominate a large majority of the seller relationships, any meaningful
effort by a buyer to generate deal flow must have its cornerstone and intensive effort to
establish an effective network of these key players. To ignore them would result in a very
limited selection of acquisition opportunities. Because of their importance, this booklet
discusses in detail the major issues behind effective intermediary relationships.
The Intermediary Community
More than 17,000
individuals in the U.S. function as intermediaries, or middlemen, linking buyers and
sellers of businesses. About 95 percent of the professional intermediaries are small
business opportunity brokers who focus primarily upon smaller local deals. The other 5
percent are more sophisticated and participate in larger transactions on a regional,
national, or even international basis.
Although the latter
represents only a small proportion of the total intermediary community, they dominate the
merger and acquisition activity involving so called "middle market" companies
(those with a purchase price of $5 million to $100 million). Therefore, it is important
for any corporate or private buyers who seek acquisition candidates of middle market
companies to understand who these major players are and how they function.
The more sophisticated
M&A intermediaries can be broadly classified into there major groups: (1) large, full
service investment banking firm; (2) commercial bank affiliates; and (3) smaller
"independent" firms.
Investment Banking
Firms. Investment Banking
Firms. These notorious dealmakers tend to work exclusively with large corporate
clients and a select group of active private buyers. In recent years, the "top
bracket" investment banking houses have also taken a more active role as principal or
major source of equity financing for buyouts and acquisitions.
Most major investment
banking firms have M&A departments that generate fee income solely from merger and
acquisition transactions. This activity is a logical extension of their other corporate
finance services such as underwriting new securities and arranging private placements of
debt and equity. Intermediaries affiliated with investment banking houses are highly
sophisticated and generally focus on larger transactions with purchase prices in excess of
$50 million.
In recent years this
class of intermediary has increasingly utilized the so-called "investment bankers
auction" as a method of brokering deals. This approach is designed to maximize the
selling price for the client (the seller) by selectively exposing acquisition prospects to
a relatively small number of qualified buyers. These buyers are invited to submit sealed
bids, and the ultimate "winner" is the selected on the basis of price, terms and
ability to perform.
Unless a buyer has an
excellent track record involving larger corporate transactions, it is unlikely that he or
she will generate any meaningful deal flow from this type of professional intermediary.
A possible exception to
the tendency of full service investment banking houses to work only with larger clients is
the case of regional firms. Because they focus on the corporate finance needs of smaller
local companies, regional investment bankers are more inclined to work with broader base
of buyers.
Commercial Bank
Affiliates. Commercial Bank
Affiliates. The intermediary and acquisition associated with a commercial bank is
a relatively new phenomenon. It is a direct consequence of the rapidly, changing
regulatory climate affecting financial institutions in the 1980's. The major impetus for
this development is the banks' search for additional sources of revenue, necessitated by
the removal of interest rate ceilings on certificates of deposit. At the same time, the
Federal Government has taken a more relaxed attitude toward regulatory constraints that
had previously drawn a sharper line of distinction between investment banking and
commercial banking activities.
The predominant
commercial banking players in the merger and acquisition arena are the large money-center
banks. To a lesser extent, some regional banks have set up M & A departments.
Regardless of size, the primary strength of bank-affiliated M&A intermediaries is the
extensive base of customers with whom the bank has a lending or depository relationship.
With these established corporate connections, it is much easier for this group of
intermediaries to access companies that might be available for sale or looking to make
acquisitions.
Although the banks have
made a strong effort to capture some of the larger deals from traditional investment
bankers, this has been a slow and difficult process. Long-standing relationships between
investment bankers and their corporate clients have proven to be a formidable barrier for
the banks to penetrate. As a result, banks have tended to focus their M&A activities
more on middle market companies with whom there is an existing banking relationship.
Independent M&A
Intermediaries. Independent M&A
Intermediaries. Numerically speaking, the majority of intermediaries who deal with
mergers and acquisitions involving small or middle-sized companies are the so-called
"independent" firms. These range form "one-man shops" to firms
comprised of a dozen or more experienced professionals. These individuals may have
previously decided, personal and financial reasons, to set up their own firms. In recent
years, an increasing number of retired corporate executives have also been lured into
M&A field by the prospect of large fees and occupational independence.
Independent M&A
intermediaries, because of their larger numbers, handle the bulk of the transactions
involving privately owned middle market companies. Although they also maintain client
relationships with the large multi-national corporations, it is primarily in regard to the
company's needs as a buyer. As was previously stated, the large investment banking firms
usually handle the "sell side" involving major corporations, including most
divestitures.
Depending upon his or her
level of experience, the independent intermediary may be more inclined to work with a
broader spectrum of buyers. And unlike his large investment banking and commercial banking
counterpart, some will work as a pure "finder" rather than an exclusive agent of
either the seller or buyer. This will be discussed later in greater detail.
Services Provided
By definition, the
primary function of an M&A intermediary, whether it is a large investment banking firm
or a one-person operation, is to identify and qualify buyers and sellers, and ultimately
bring them together in a successful transaction. However, depending upon the size of the
firm and the experience of the professionals, M&A intermediaries may also provide a
number of other services which are related to the merger and acquisition process. These
included:
Strategic Planning
and Consulting. Strategic Planning
and Consulting. Some intermediaries, particularly those with a corporate
background, are experienced in the strategic planning process and provide such services to
buyers and sellers with respect to their acquisition plans.
Valuations.
Valuations.
An integral part of any acquisition is the valuation of the Target Company. In some cases,
the intermediary will include a valuation of the company he is representing as part of his
overall service. In other situations, the M&A intermediary will render an independent
opinion of value for a company or an ESOP for which he is paid a negotiated fee.
Fairness Opinions.
Fairness Opinions. Closely related to valuation is an opinion that a proposed transaction is fair to
selling shareholders. Fairness opinions often used in LBO transactions to minimize
director liabilities to selling shareholders.
Financing.
Financing.
Some M&A intermediaries have both the expertise and essential contacts to assist in
the financing of leveraged buyout transactions. If there is active involvement in the
financing process, the intermediary will usually charge an additional financing fee.
In screening intermediary
firms, buyers should ascertain what additional services, if any, will be required and
select the firm(s), which have those designated capabilities.
Fee Arrangements
While separate fees
are often charged for the foregoing ancillary services, the intermediary's primary source
of compensation is the commission, or as it is sometimes euphemistically called, the
"success fee." It is paid only if and when the transaction is completed.
For many years, the
generally accepted standard for computing the intermediary's commission has been the
so-called "Lehman formula." This formula prescribes a fee equal to 5 percent of
the first million dollars in purchase price, 4 percent on the second, 3 percent on the
third, 2 percent on the fourth, and 1 percent on the purchase price in excess of $4
million.
Although the Lehman (or
5-4-3-2-1) formula is still widely used today by many firms, a number of variations of the
formula--and even some new creative approaches to fee structure--have become more
prevalent. Among the reasons cited by intermediaries who no longer use the straight Lehman
formula are (1) it does not adequately compensate for smaller deals, and (2) the incentive
to get the seller a higher price is diminished.
Variations on the
Lehman Theme. Variations on the
Lehman Theme. The variations of the straight Lehman formula are based upon are the
above perceived shortcomings. One approach has been to increase the percentages on smaller
deals. (e.g., a 7-6-5-4-3 formula on deals under $5 million in purchase price.) Another
modification is to apply the percentages to larger dollar increments, e.g., 5 percent of
the first $2 million, 4 percent of the next $2 million, etc. Some firms have even gone so
far as to use a "double Lehman," or 10-8-6-4-2 formula for smaller deals.
Some intermediaries have
used novel approaches to create more incentive to generate a higher price for the seller.
One such method is to use the so-called "reverse Lehman" or 1-2-3-4-5 formula.
Using this approach, the higher percentages would apply to those increments of the
purchase price in excess of the seller's expectations. A similar approach is to charge a
smaller fee, say 2 percent, on the book value and a higher amount, say 8 percent, on any
premium over book value. These fee structures strongly incentivize the intermediary to
generate the highest price for the seller. Obviously, they must be custom designed to fit
the requirements on any given transaction.
In very large
transactions, fee arrangements between investment bankers and sellers are based upon a
substantial retainer ($50,000 to $100,000) plus a smaller success fee (1 to 2 percent)
because of the size of the deals. It has been well publicized that these fees, in spite of
the smaller percentages, can reach monumental proportions.
Cash Only, Please.
Cash Only, Please.
The intermediary almost always demands to be paid in cash at closing. This may cause a
problem for sellers who take back notes for a large portion of the purchase price. For
smaller deals there is sometimes very little cash left for the seller after the
intermediary fees are paid. In these cases the seller will often insist that the fees be
paid "in kind," that is, in the same manner that the seller receives his
proceeds. For this reason, intermediaries may have a natural aversion to leveraged
acquisitions, in which the seller finances a portion of the deal with purchase money
notes.
Some intermediaries,
particularly those who have been active for a while and are not in dire need of cash, may
be more flexible regarding deferred fee arrangements. In fact, some may be willing to take
an equity interest in the target company in lieu of their fee if it is paid by the buyer.
Who Pays the Fee?
Who Pays the Fee? This subject will be discussed in greater detail in the next section. But when
discussing intermediary fees, it is always important to keep the following points in mind:
The seller customarily
pays the fee, but there are cases where they will not. In these situations the buyer must
agree to pay the fee or he wont see the deal.
If the buyer must pay the
fee, he should merely add this amount to the purchase price in his feasibility analysis.
If the deal is priced too high with the fee, it wont be done and the fee will not be
paid. In reality, few deals are rendered infeasible because a fee must be added to the
sellers asking price.
Although there are
specific guidelines and standards, M&A intermediary fees are negotiable. But they
should be negotiated up-front to avoid any feelings of ill will later in the transaction.
All arrangements with an
intermediary on fee payment should be in writing to eliminate any misunderstanding or
false expectations.
Modes of Operation
Although the
intermediary will maintain an inventory of both buyers and sellers, most will follow a
specific pattern, or mode of operation, in how he conducts the business of bringing the
two together. At the heart of the intermediary conducts his business is who, ultimately,
pays his fee. The following are some of the more common approaches used by intermediaries
in conducting their business.
Exclusive Seller
Representation. Because the number of buyers in the marketplace usually exceeds
the number of sellers, the key to the intermediarys success is the ability to
develop an inventory of qualified selling candidates over which he has control. The
mechanism preferred by most intermediaries to achieve this is an exclusive arrangement
requiring the payment of a fee by the seller if the company is sold. In some cases the
intermediary will require a retainer from the seller which is non-refundable, but is
credited toward the fee if and when the transaction closes. Exclusive Seller
Representation. Because the number of buyers in the marketplace usually exceeds
the number of sellers, the key to the intermediarys success is the ability to
develop an inventory of qualified selling candidates over which he has control. The
mechanism preferred by most intermediaries to achieve this is an exclusive arrangement
requiring the payment of a fee by the seller if the company is sold. In some cases the
intermediary will require a retainer from the seller which is non-refundable, but is
credited toward the fee if and when the transaction closes. Because the number of buyers in the marketplace usually exceeds
the number of sellers, the key to the intermediarys success is the ability to
develop an inventory of qualified selling candidates over which he has control. The
mechanism preferred by most intermediaries to achieve this is an exclusive arrangement
requiring the payment of a fee by the seller if the company is sold. In some cases the
intermediary will require a retainer from the seller which is non-refundable, but is
credited toward the fee if and when the transaction closes.
An exclusive agreement
with the seller assures the intermediary that he or she will be paid a fee if the company
is good, regardless of who it is sold to and who made the initial contact with the buyer.
This is important, not only to the intermediary, but also to prospective buyers for two
reasons. First, it is a strong indication that the seller is serious and the company is really
for sale. Secondly, it means that the buyer will not have to add the payment of
intermediary fees to the purchase price and financing requirements in his feasibility
analysis.
In cases where the
intermediary represents the seller on an exclusive basis, he or she has a clear fiduciary
obligation to either the shareholders (in a stock sale) or the target company itself (in
an asset sale). He or she is obligated to represent only the sellers interests and
may not collect fees from any other parties to the transaction unless it is disclosed to
the seller. The buyer should be aware of these implicit legal obligations of the
intermediary.
Exclusive Buyer
Representation. Exclusive Buyer
Representation. In certain cases, M&A intermediaries will represent buyers on
an exclusive basis in conducting an acquisition search. This usually occurs when a
corporate acquirer is seeking a highly specific strategic acquisition and lacks the
in-house resources to conduct the search. In these situations, the intermediary is almost
always paid a retainer which is credited against any future success fees resulting from a
completed transaction.
In the absence of a
retainer, it makes little sense for either the buyer or the intermediary to work on an
exclusive basis. For the buyer, it precludes him from accessing potential deals through
other intermediary firms. This can significantly inhibit the search effort. To the
intermediary, history has proven that exclusive buyer representation is not the best way
to make money. The reason is that the scarce commodity is the seller, not the buyer.
(Buyers often outnumber sellers by a factor of 10 to 1.) Therefore, the most effective
intermediaries focus their attention on prospective sellers, at least with respect to
exclusive relationships.
Non-Exclusive
Representation of Buyers and Sellers. In many cases, the owner of a company may
truly desire to sell the business, but is unwilling to sign an exclusive agreement with an
M&A intermediary to represent him in the sale. He may, however, be willing to assure
the intermediary in writing that a fee will be paid if the company is sold to a buyer
procured by the intermediary within a prescribed time. Many M&A intermediaries would
strongly argue that an unwillingness to grant exclusivity actually diminishes the
sellers chances of receiving the best possible offer. Their rationale is that
someone else (the seller or another intermediary) could undermine his efforts to sell the
company by approaching others buyers. Because he may invest time and effort with no
payoff, the intermediary will be reluctant to make a major commitment to market the
company. In many cases, the owner of a company may
truly desire to sell the business, but is unwilling to sign an exclusive agreement with an
M&A intermediary to represent him in the sale. He may, however, be willing to assure
the intermediary in writing that a fee will be paid if the company is sold to a buyer
procured by the intermediary within a prescribed time. Many M&A intermediaries would
strongly argue that an unwillingness to grant exclusivity actually diminishes the
sellers chances of receiving the best possible offer. Their rationale is that
someone else (the seller or another intermediary) could undermine his efforts to sell the
company by approaching others buyers. Because he may invest time and effort with no
payoff, the intermediary will be reluctant to make a major commitment to market the
company.
An even worse scenario
(from the intermediarys standpoint) occurs when the seller refuses to either pay a
fee or guarantee payment in writing in the event of a sale. To invest time and effort in
such situations is very risky for the intermediary because, at best, there is no written
guarantee that a fee will be paid and, at worst, the seller has stated categorically that
no fee will be paid. In these cases, the intermediary will almost always seek "fee
protection" from prospective buyers, usually in writing, before identifying the
acquisition candidates. "Fee protection" letters state, in effect, that
"the undersigned (buyer) agrees to pay the intermediary fee if the seller will
not."
When the M&A
intermediary has no agency relationship with either the seller or buyer he or she is often
designated as a "finder." His primary emphasis is on connecting the parties and
moving on to the next transaction. Little, if any, effort is expended on conducting a
well-planned search for a buyer or seller. Pure "finders" are often
preoccupiedeven paranoidabout the payment of their success fees, as well they
should be. In the absence of a written agreement from either the buyer or seller to pay a
fee, the intermediary is often "squeeze" or, in the worst case, ends up with
nothing.
Areas of Concern for Intermediaries
The astute buyer must
be aware of the major concerns or fears in the mind of the professional intermediary. He
should remember that there are several critical questions in the mind of the intermediary
in his relationships with both buyers and sellers. Ignorance of, or indifference to, these
important issues can only result in a less effective working relationship and,
consequently, fewer potential acquisition candidates to evaluate.
"Will My Fee
be Paid?" "Will My Fee
be Paid?" The payment of a fee in the event of a completed transaction is the
primary and overriding concern of the professional intermediary. An intermediary usually
avoids all situations and all buyers where his ability to collect the fee is questionable.
A buyer must be extremely sensitive to this reality.
Many buyers, particularly
if they are inexperienced in the realities of the merger and acquisition game, have great
deal of difficulty with the "large fees" paid to intermediaries. What they fail
to realize is that it takes substantial time and effort to dig out, qualified and nurtures
those sellers who are true sellers. For each transaction that closes the intermediary will
have dealt with more than 100 that do not. Some of these "dead end trips" are
expensive and time consuming for which there is zero compensation. Thus, when the
intermediary is paid a fee which seems out of proportion to his efforts, it must be
remembered that this makes up for all the times he was not paid.
It is important for all
serious buyers to accept the fact that the intermediary earns his fee, even if it appears
that he or she doesn't. The buyer must also be willing to offer "fee protection"
to the intermediary if the seller will not. And he or she must avoid, at all cost,
"chiseling" on any fees he or she agreed to pay. With these policies, he or she
will achieve their primary objective: see more potential acquisition opportunities.
2."Is This
Buyer Qualified?" 2."Is This
Buyer Qualified?" Because the intermediary most often represents the seller,
one, of their most important functions is to select only the most qualified buyers for his
client. Therefore, if the intermediary is doing his or her job properly, he or she will
carefully screen out those buyers who will not be able to complete the transaction.
Remember the intermediary gets most, if not all, of his payroll only when the company is
sold.
To the intermediary, the
"most qualified" buyers are those who (1) are willing to pay the sellers
asking price (preferably in cash), (2) have a track record of prior acquisitions, (3) have
a bona fide strategic reason for buying the company, and (4) have the necessary financial
resources to close the deal. It is important to remember that the intermediary only has so
many "trips to the well." In other words he can expose only a limited number of
prospective buyers to the seller. If he presents unqualified buyers, he not only wastes
everyones time, but also loses credibility with his client (usually the seller).
To avoid these problems
the truly professional intermediary carefully interviews prospective buyers with detailed
questions to ascertain their qualifications. These include:
- 1) How many acquisitions have you (or your
firm) closed with the last two years?
- 2) What was your last transaction and when
did it close?
- 3) Why are you interested in this
particular deal? (If the buyer is inquiring on a specific company.)
- 4) What are your (or your firms)
financial resources? (Be prepared to send an annual report, financial statements or
provide bank references.)
- 5) How fast can you (your firm) move?
The buyer should not be
intimidated or offended by such questions. By asking them, the intermediary is only doing
their job. In fact, if there is no attempt to qualify the buyer, it is a good sign that
the intermediary is either competent or incompetent. The buyer should be prepared for such
questions and attempt to put his best foot forward. They should remember that, at this
stage, it is a marketing game: they must sell the intermediary that he is a qualified
buyer, one who canand willclose the deal.
But what if the buyer is
new, has yet to close a deal and has limited financial resources? Makes no mistake about
it: its going to be a more difficult undertaking. New buyers are competing with
other more experienced and well-heeled buyers. It will be tougher to get the attention of
the intermediary community and gain access to sellers. But the key is to accentuate the
positives. In the absence of an acquisition tack record, a buyer must emphasize his or her
operational or financial skills and how they relate to specific targets. If a person lacks
financial resources, strong working relationships with institutional financing sources
must be developed to establish credibility.
3. "Is This a
Leveraged Buyer?" 3. "Is This a
Leveraged Buyer?" It was previously mentioned that leveraged buyout may cause
problems for the intermediary because the seller may be asked to finance a portion of the
transaction with purchase money notes. This is distasteful not only to the seller, because
they get less cash, but possibly to the intermediary, because he may be asked to take his
fee "in kind" (i.e., some cash/some notes). But there is a more fundamental
reason why both the seller and the intermediary look with some disdain upon LBO
transactions: they are more complex and take longer to close. Because there are more
parties to the transaction (third party lenders, investors and their lawyers), there is a
greater chance of something going wrong.
Aside form this problem,
it is a fact of life that leveraged buyers usually cannot pay as much for a quality
business as an operating company which is making a strategic acquisition when both are
competing for the same deal. The leveraged buyer is limited to what they can pay by the
ability of the targets cash flow to service the acquisition debt. And, although the
corporate buyer also has return on capital constraints, it may be able to
"reach" on price because of the operational synergies of combining the two
entities. The relative disadvantage of the leveraged buyer may increase with the 1986 tax
reform, which reduces the after-tax value of debt financing.
Does this mean that the
intermediary will not respond to the leveraged buyer? Absolutely not! In spite of the
foregoing disadvantages, the leveraged buyer usually has an important advantage over the
corporate buyer: they are more entrepreneurial and not entwined by massive corporate
bureaucracy. As a result, they are often more motivated and able to react very quickly to
opportunities. The key is how much control he has over his financing sources.
The bottom line is that
the leveraged buyer must first realize his or her strengthens and weaknesses. They must
offset their limitations with the ability to move quickly with controlled sources of
capital. While they may not want to flaunt his status as a leveraged buyer, he
shouldnt be ashamed of it either.
"Will This
Buyer Maintain Confidentiality?" "Will This
Buyer Maintain Confidentiality?" In dealing with intermediaries there are
other unwritten codes of conduct, which the buyer must observe if he wants to get optimum
results. This first involves confidentiality of information received on a specific
company. In many cases, the employees, customers and suppliers of the company are unaware
that the company is for sale, word quickly gets around and directly reflects on the
intermediary. Most buyers respect confidentiality while they are actively looking at the
deal. After their interest in the target ceases, however, some are more inclined to breach
confidences. This is insensitive to the needs of both the seller and the intermediary.
Such indiscriminate
disregard for maintaining confidentiality will surely result in a termination of any
working relationship with the intermediary and, if it continues, a bad reputation in the
entire M&A community.
Confidentiality is also
important with regard to any financial data submitted on the target company. To minimize
the unauthorized dissemination of financial data, many intermediary firms will require the
buyer to sign a legally binding "confidentiality agreement," which prohibits the
buyer from disclosing the information to anyone outside of its organization. If, however,
the intermediary has any reason to doubt the integrity of a buyer with regard to
maintaining confidentiality, they would not provide it, in spite of the buyers
willingness to sign any "agreement." The buyer should assure the intermediary of
his intention to maintain confidentiality. He should also be sensitive to these issues
when performing his "due diligence" and respect confidentiality among employees,
customers, suppliers, and competitors.
Establishing Relationships with
Intermediaries
Establishing
effective working relationships with M&A intermediaries is not an event, but a
process. The extent of the process will depend upon the goals of the buyer (or seller). If
the objective is just to buy (or sell) one company, the process will be relatively short;
it will last only until the mission is accomplished. On the other hand, if the buyer is
continuously active in the market, the process of establishing and maintaining
intermediary relationships never ends. There is an on-going search for deals and the
people that dig them out.
There are two ways of
making initial contact with an M&A intermediary. One is for a buyer to approach them
on the basis of his general acquisition criteria in an effort to elicit their cooperation.
One must remember that there are many more buyers than sellers, so the intermediarys
reception to a "cold call" may not be very warm. A buyer must get his attention
and differentiate himself from the hundreds of other nameless, faceless buyers with whom
he is competing (at least for the attention and interest of the intermediary). Most
important, he must quickly convince the intermediary that he is a "real"
buyerone who has the ability to close a deal.
An excellent source of
intermediary contacts is The Directory of Merger & Acquisition Intermediaries,
published by Business Publications, Inc. This publication lists over 300 of the
nations top M&A intermediary firms and their principal contacts. In addition, it
describes their "mode of operation," fee structures and other valuable
information of each firm. These firms can be contacted by letter describing the
buyers acquisition criteria. But for maximum effectiveness, it should be followed up
with a telephone call or, preferably, a personal visit.
The problem with the
above method of approaching M&A intermediaries is that everyone else does it that way.
Therefore, it is difficult to capture the intermediarys initial attention, much less
have him remember specific needs a month or two in the future. There is a better way. That
is for buyer to contact an intermediary on a specific deal that (a) he or she (the
intermediary) is representing the seller, and (b) that fits the buyers acquisition
criteria. By doing so the buyer will immediately focus the intermediarys attention
on a specific company with which they are familiar. This approach will not eliminate the
necessary qualification process; a buyer must still prove himself as a qualified player.
But it provides a much better opportunity to establish credibility and, at the same time,
pursue a specific acquisition candidate.
Where can buyers find
these acquisition candidates and the intermediaries who control them? The best source
available is The Acquisition Mart, also published by Business Publications, Inc. It
is a monthly newsletter that contains over 50 new companies for sale in each issue and the
intermediaries to contact for further information. It puts buyers in direct contact with
the leading active intermediaries on specific acquisition candidates. The company also
publishes The Acquisition Mart in electronic form on a floppy disk for use on IBM
compatible computers. This product (DealBase) enables buyers to conduct selective searches
for acquisition candidates that meet their specific criteria.
Maintaining Momentum
Once the initial
contact is made, a buyer must maintain momentum to have any chance to establish an
effective working relationship with the intermediary. If he or she has merely made general
contact regarding criteria, this should be followed up, preferably in person, at a later
date. There should be a continuous effort by the buyer to re-contact the intermediary to
remind him of the active interest as well as the specific acquisition criteria. The
"squeaky wheel" approach works in generating deal flow just as it does in other
endeavors.
If initial contact was
made regarding a specific deal, the buyer should get a commitment from the intermediary to
"send a package," i.e., a more detailed description of the company along with
pertinent financial information. Upon receipt of the package, it should be reviewed
promptly and the intermediary should be called back. The purpose of the call may be to (a)
ask for more information, (b) arrangement to move forward and take the next step, or (c)
explain why there is no interest in pursuing the deal.
The worst thing that a
buyer can do is to not respond at all. "No action" substantially diminishes the
chance that he will see another deal from that intermediary in the future. The investment
of time in establishing this relationship will go down the drain.
Most important, the buyer
should not get discouraged. He must always keep in mind that this effort is a search for
the right intermediaries and ultimately, the right deal. Like any search, there will be a
blind alley here and there and some disappointments. Not all intermediaries will welcome
new buyers with open arms. Some wont even respond. But buyers who persist will
eventually establish relationships with a handful of intermediaries who are a vital link
with that elusive "right deal."
Helpful Hints
The process of
establishing and maintaining effective working relationships with M&A intermediaries
does not happen overnight. It takes time, effort and persistence. It also takes an
intelligent approach and obedience to some "rules of the game." Here are some
proven hints to make the "hunt" for an acquisition easier.
- Intermediaries earn their fees, even
though it may not appear that they do. (If you doubt this, try making a living at if for a
while; you may get hungry before you get rich!)
- Intermediaries are paranoid about getting
paid their fee. (If you were "squeezed" as much as they are, you would too!)
Ease their mind by giving "fee protection" if the seller will not.
- Remember that a "good deal" is
always the scarce commodity and buyers are usually plentiful. Therefore, dont expect
the intermediary to celebrate your initial call.
- The buyers primary task is to
convince the intermediary that he is a "real" buyer, i.e., one who can and will
close a transaction.
- For long-term success honor your
commitments to keep sensitive information confidential. (You will be rewarded with more
deal flow).
- Dont promote yourself as a leveraged
buyer, unless you have an excellent grip on your financing sources. (Intermediaries are
like the rest of us: they want to keep things simple!)
- When you receive a "package" on
a deal, the worst thing you can do is nothing. Even if the deal is terrible or
doesnt fit," call the intermediary back and tell him why.
- The best way to increase deal flow is to
close a deal. (Nothing succeeds like success!)
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