Microsoft has agreed to acquire LinkedIn for $26.2 billion. This is a massive transaction in the marketplace and is the largest acquisition by Microsoft to-date. At $196 per share, Microsoft will pay a 50% premium over LinkedIn’s closing shares on Friday, June 10. LinkedIn will continue to operate as a separate entity. There is also $725 million breakup fee that LinkedIn must pay if it walks away from the deal so both companies are very motivated to see this transaction close.

Some are saying Microsoft is overpaying, but the high multiple may be justified given the strategic nature of the deal and LinkedIn’s past performance on the stock market.

The Strategic Rationale: Access to Data

Microsoft and LinkedIn have cited a number or reasons for the deal, but the most important one is that the acquisition will give Microsoft access to the data of corporate and business professionals on LinkedIn. This will provide opportunities for cross-selling and developing new products and services for professionals. Eventually these people – you and me – will get marketed to by Microsoft.

Of course, cost savings were also mentioned in the press release as one of the reasons for acquisition. They expect to see savings of $150 million a year by 2018. However, this will not generate growth long-term. What will move the dial is Microsoft’s ability to leverage the data from LinkedIn’s networking platform. Microsoft and LinkedIn will also need to focus on  retaining key talent moving forward.

Finding a Solution to the Growth Challenge

Struggling to grow is not a new challenge for business leaders and it’s a problem that even large, public companies like Microsoft and LinkedIn face. Both corporations have faced difficulties in identifying growth opportunities in the public market. On February 12, 2015 LinkedIn’s share price was $265, but one year later, it dropped to $101 per share. Microsoft has also struggled to revitalize its products and follow technology trends and has faced increased competition from other technology firms like Apple, Facebook, Amazon and Google. It was clear that the status quo was not working and both companies needed to find a new pathway to growth.

The market and your industry are always evolving and you need to be prepared to weather change, whether it’s increased competition, regulatory constraints, disruptive new technology or changes in customer demand. For some that means building a solution from the ground up, but at other times it may mean seeking growth outside your core business or turning to external growth. When faced with a saturated market and stagnation, acquisition may be the fastest way to implement a ready-made solution to generate new growth in and gain a competitive advantage.

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Some might say the best time to pursue an acquisition is when the right opportunity comes along, but they’re wrong. The best time to pursue M&A is whenever you are ready. The best opportunities are those that you seek out proactively. If you wait around for opportunity to come to you, you may be missing out.

To many it’s a novel approach, but we advocate pursuing not-for-sale acquisitions: that is, companies that have not advertised themselves as potential acquisition prospects, and may have not even have considered the option. The truth is, every company is for sale…for the right equation. Especially in the privately-held world, when a company is “not-for-sale” it simply means the owner is not currently considering selling, but they may be open to it if a sufficiently attractive vision is presented. It’s possible that up till now, they haven’t found the right buyer, or simply have never really thought about M&A as an option. If you only look at companies that are for sale, you drastically limit your choices.

By being proactive you can search for a company that meets your ideal profile and fits in with your growth strategy rather than accepting whatever happens to be on the market. If you were planning to buy a car, you wouldn’t wait for s salesman to knock at your door and hope you like what he offers. You’d decide on exactly the features and look that you want, and go in search of the closest match you can find.

Pursuing acquisition on your own terms starts with a carefully developed M&A strategy. This should complement your company’s overall growth strategy. The most successful acquisitions aren’t about cost-savings or financial engineering; they are about setting your company up for long-term growth. Acquisitions can be one of the fastest ways to grow your business and help you reach new markets and customers.

It usually takes at least one year to develop your M&A strategy, create a step-by-step plan, identify the right companies and execute and close the deal. Keep this timeline in mind when you start thinking about a transaction. So if you’re anticipating any challenges to your current growth, the time to start on your acquisition plan is not some future date when you run into an eager seller — it’s today!

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Recent analysis shows that deal activity reached $435 billion in the first quarter of 2016 in North America and Europe. This is the second highest total on record and 84% of the deals were executed by strategic buyers.

Companies with lots of cash on their balance sheets and are now willing to deploy some of it to pursue larger deals that move the needle on revenue. Traditionally, companies can use their money to invest in organic growth, dividends for shareholders, or in acquisitions. In today’s environment, M&A makes the most sense for firms who have the cash and need to quickly spur growth.

In addition, strategics are not constrained by the same investment criteria as financial buyers like private equity firms. They can afford to pay more up front since they plan to hold onto the newly acquired company for long-term growth. On the other hand, private equity buyers are typically looking for return on their investment in three to five years.

Over the past week we’ve seen a number of interesting acquisitions by strategic acquirers, including Berkshire Hathaway’s $1 billion investment in Apple. And Pfizer’s purchase of Anacor Pharmaceuticals for $5.2 billion after its $152 billion merger with Allergan fell apart last month.

 

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Think about the last time that you met somebody for the first time: a coworker, a friend, a romantic interest, or even a new barista at the coffee shop.

When you first met this person, whether you consciously thought about it or not, you formed an impression of them, even though you didn’t really know them. Depending on your interaction, you may have found them kind, exciting, rude, or boring. On the other side, they also formed an opinion of you.

Once formed, a negative opinion can be very difficult to change. You only have one chance to meet someone for the first time. We can’t go back and change the past if the meeting goes poorly. That’s why we try hard to make a good first impression in a job interview or on a first date.

In acquisitions, by the time you make contact or meet with an owner, you have already dedicated significant time and resources formulating your strategy, researching markets, and identifying quality acquisition prospects. You don’t want all your efforts to go to waste because of a silly mistake.

With owners of not-for-sale companies, making a good impression is essential. It’s the first step in building a relationship that could lead to a successful deal. It’s important not to forget the human aspect during this critical first meeting.

Tips for Making a Good Impression

Here are some tips for making a good first impression when meeting the owner of a potential acquisition:

  1. Be knowledgeable – Do your research before contacting the owner so you are educated on their specific industry and company. An owner will form a better impression of someone who has invested time in understanding their business. It shows that you take acquisition seriously.
  2. Customize your materials – If you’re sharing any kind of documentation or presentation, be sure to reference the target company and add details specific to their business. This will communicate that you have particular interest in them, and they are not just one prospect on a list.
  3. Demonstrate strategic value – Why should anyone sell their company to you? Make sure you have a compelling answer in terms of a long-term strategy that shows growth for both their entity and yours.
  4. Establish trust – Understandably the owner may be wary in your first interactions, but establishing trust early on is incredibly important. By following the tips above, you’ll be on your way to developing a positive relationship with the owner.

Make a good first impression in your next owner meeting. Join our upcoming webinar on April 21 to learn best practices on approaching owners.

“The First Date”: Contacting Owners and Successful First Meetings

Date: Thursday, April 21, 2016

Time: 1:00 PM EDT

 

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Pfizer and Allergan have announced that they are abandoning their $160 billion merger.

This resulted from a political storm around tax inversions, a technique whereby US companies relocate abroad to avoid the high US corporate tax rates. The Treasury department took action to insert new rules that effectively killed the financial benefits of the deal.

According to their agreement with Allergan, Pfizer will pay a breakup fee of $150 million.

Politics aside, this is just a small reminder of why acquisitions that are not carefully planned can prove to be costly errors. Could Pfizer have anticipated the government’s intervention? That’s hard to know, but in principle buyers need to be looking ahead at potential roadblocks that could jeopardize a deal.

Transactions unfold in stages, and each stage can present its own challenged. In particular, a signed letter of agreement (LOI), although an important milestone, does not ensure that the deal is done. There’s a lot of that can happen between LOI signing and the final acquisition agreement. It’s essential to make your plans with that in mind.

Assuming yours is a middle market company, you may not experience the same type of regulatory scrutiny that publicly traded companies do. However, there’s no shortage of other issues that may show up, such as owner hesitancy, problems uncovered by due diligence, cultural collisions and many more.

And the story doesn’t end when you finally ink the acquisition contract. You may “successfully” acquire a company only to see things fall apart during integration.

With every M&A transaction, there are many moving parts. It’s the task of your acquisition team, including both your own staff and your outside advisors, to consider them all. To name a few, you must consider regulations, taxes, legal challenges, due diligence, valuation, cultural integration and—never to be forgotten—your overall strategic purpose.

With any business initiative worth taking, it’s impossible to eliminate risk—but you can and should minimize it. In M&A, the best way to do this is to follow a system that’s been proven in prior acquisitions. I call this the “Roadmap to Acquisitions” and I consider it the single most decisive factor in M&A success. Take a holistic view of the acquisition process from the start to finish, and be both proactive and strategic. In other words, know your end result as best you can, and anticipate all the hurdles you may have to overcome to reach it.

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You may be surprised I’m saying this, but vigorous arguments in your acquisition team can be a good thing. In fact, I would be alarmed if there was never any disagreement over a prospective purchase. Either someone is lying or afraid to speak up, unless your entire team is quite exceptionally in sync.

Dissent can be uncomfortable, so it’s understandable that people tend to shy away from it. That’s why my firm has developed tools to manage these differences of opinion in a non-threatening manner.

One of the tools where we see this best played out is the Prospect Prioritization Matrix. Using objective metrics, each team member will individually rank a criterion for a prospective acquisition from 1-10. Once everyone has ranked the target company, we compare the matrices and see where there may be differences.

With this approach, you create the opportunity for a healthy, deep discussion about the company in question. Why did Susan give the company a 5 on technology while Jack gave in a 10? It’s not that one person is wrong or right; what you have now is the basis for further analysis.

The Prospect Prioritization Matrix rates companies according to criteria that you establish early in the acquisition search. But those criteria may need refining. One value of using the tool is that it makes that refinement possible. As you evaluate more and more companies, you find you’re gaining a clearer understanding of what you actually want from a deal.

One of the advantages of creating an acquisition team — an essential component of our Roadmap methodology — is the wide variety of perspectives and ideas it provides. Don’t shy away from conflicting views – you’ll be a stronger company for having these conversations, and you’ll increase your likelihood of acquisition success.

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Do you know who will read your letter of intent? Many assume that only the owner of the company you wish to purchase will read the LOI, but often there’s a wider audience.

While the owner is your top priority, there are other likely readers of the LOI you need to consider: the board of directors, the accountants (especially those involved in taxes), the management team, and other stakeholders. Even the owner’s spouse may impact the transaction significantly.

When I put together an LOI, I try to brainstorm the likely interests of every possible reader who might influence the seller’s decision-making. When you’re composing your LOI it’s important to remember the entire audience. After all, you won’t be able to accompany the document once you send it to the seller so it’s important to appropriately address the concerns of all parties involved.

As I’ve mentioned before, the LOI is an excellent marketing tool and you have the opportunity to differentiate your business from others by considering the needs, wants and desires of not only the owner, but also anyone else who may be involved in the transaction.

Because the LOI is a relatively formal document, you might assume that it needs to be written entirely in legalese. There’s no rule that requires this. In fact, the LOI gives you a golden opportunity to make your voice heard. A good place to do this is at the beginning of the document. Start the LOI not with legalese—the wherefores and therefores—but with a conversation.

Talk about the seller’s business and your business and why bringing them together makes good sense. Try to convey your excitement about the transaction and your strategic vision. You want the owner to hear your message loud and clear, along with the other people trying to influence the decision.

Photo Credit: Pete

When speaking about mergers and acquisitions you often hear the word “synergy” used to explain the rationale of a deal.

Here are just a few examples from recent headlines:

But what exactly do these companies mean when they say a deal will generate synergies? Synergy can be defined as “the increased effectiveness that results when two or more people or businesses work together.”

With acquisitions, there are really two kinds of synergy: cost cutting and increasing revenues.

Cost Cutting Synergies

The synergy we most commonly encounter involves decreasing costs. It’s the low-hanging fruit, an easy concept to quantify and justify. However, it’s also short-sighted. It limits future growth and offers diminishing returns—you can’t cut the CFO or other positions twice, after all. There are only so many ways you can decrease costs, and once you’ve done it you won’t get any further growth.

Growing Revenues

The other type of synergy involves increasing revenues. That’s where your focus should be because it offers long-term benefits, growth opportunities, and optionality. You can get more value out of an acquisition when you look beyond cutting people, facilities, or other costs.

Is There a Lack of Synergy?

On the flipside, you should also consider the potential for a costly lack of synergy. Will the acquisition decrease revenues and increase costs? Will it provide a long-term position for growth, or is it just a distraction for our company?

It’s important to strike a balance, and that means taking a hard look at all the potential pros and cons of the transaction.  Then you’ll have a clearer picture of the true value of the company, rather than being blinded by cost savings.

 

With every acquisition you have a choice of how you will integrate the two entities. Often buyers assume a “winner-takes-all” approach where they impose their systems and culture on the acquired company. This is not always the best way to successful integration. In fact, it may be best to integrate some of the seller’s practices into your own organization.

In our new M&A Express Videocast, I advocate a strategic approach that leverages the best from both entities. I will also introduce the power of the 100-day plan in achieving a successful integration.

How Far to Integrate

April 5, 1:00 pm – 1:20 PM ET

About M&A Express

M&A Express is a high-impact series of videocasts presented by David Braun, founder of Capstone and author of Successful Acquisitions. Each videocast runs 20 minutes or less, and delivers cutting-edge insights on proven growth strategies for middle market companies. M&A Express is free! M&A Express is free! Visit our website for more information.

Watch previous Videocasts on-demand:

  • Why You Need a Roadmap
  • Where to Start Your Search
  • When to Walk Away
  • The Hidden Power of Minority Ownership
  • Cultural Due Diligence
  • The Letter of Intent: A Key Milestone

Capstone’s survey of middle market executives shows 53% likely to pursue mergers and acquisitions in 2016 compared to 41% when last surveyed.

Capstone surveyed middle market executives from multiple industries on their growth and M&A experience in 2015 and their outlook for 2016. The survey was conducted in December 2015, and followed a previous survey in 2014.

Respondents gave a mixed picture of growth for their industries in 2015. More respondents saw extremes in their industries. Those reporting high growth grew from 4% in 2014 to 11% in 2015, while those reporting contraction grew from 2% in 2014 to 9% in 2015. Between these two poles, most respondents were seeing modest growth in their industries during 2015 (58%).

How likely is it that your company will pursue some form of M&A or external growth in 2016?

How likely is it that your company will pursue some form of M&A or external growth in 2016?

The environment for growth in 2015 was seen by most in a positive light, with the majority reporting the same (46%) or an improved (36%) environment.
M&A activity across the board in 2015 was mostly seen as the same (36%) or growing (33%) when compared to 2014.

Looking forward to the coming year, companies showed a stronger inclination to engage in M&A, compared to predictions when we last asked this question in 2014 (53% certain or likely, compared to 41%).

When asked about their growth goals, respondents were evenly split between “selling current products in new markets” (40%), “creating and selling new products in current markets” (36%), and “increasing sale of current products in current markets” (38%). (Some respondents were pursuing more than one goal).

As for barriers to engaging in M&A, these were largely internal, with respondents citing “lack of resources” (33%) as a primary reason not to pursue transactions.

Capstone’s CEO David Braun said: “This survey confirms what we ourselves observed, that 2015 was an active year for middle market M&A and 2016 is likely to prove an even stronger year. We see a growing polarization between growth-focused companies and those that are sitting on the sidelines. While many companies are still holding cash, more players are emboldened to expand through external growth. This includes acquisitions but also minority ownership deals, joint ventures and strategic alliances. When growth stagnates, M&A can often provide the fastest path forward. When growth is high, companies should seize the opportunity to plan for further expansion.”

The full survey, State of Middle Market M&A, can be viewed by clicking here.

Finding the right partner is a crucial component of successful mergers and acquisitions and pursuing a deal with the wrong company can be a costly mistake. We’ve all seen the headlines of major mergers and acquisitions that have fallen apart at some point along the deal – whether it’s before the transaction closes or during integration. On the other hand, if done right, with the correct partner, strategic M&A allows a business to grow rapidly and effectively and gain a competitive advantage.

When searching for companies to acquire, it is important to keep three things in mind: Strategy, demand, and options.

Strategy First

Any successful M&A process must begin with a solid, strategic rationale. Why do you want to make an acquisition? What will the acquisition accomplish? How is M&A aligned with your overall growth strategy?

It makes no sense to pursue M&A simply for the sake of it with no real plan in mind. That is like starting out on a trip without a map (or GPS or smartphone) and hoping you will arrive at the correct destination. Make sure you have a plan and strategy.

Be Demand-driven

Once you have developed your strategy, you should determine the right market to focus before you being looking at individual companies. This “markets-first” approach allows you select markets that have a healthy, stable demand for your acquisition partner’s products or services. Without taking future demand into consideration, you risk acquiring a company in a shrinking market where demand for its products and services are in decline. Avoid pursuing these unqualified acquisition prospects by selecting the best markets for growth before researching acquisition prospects.

Have Many Options

While you may only be acquiring one company, it’s not enough to only pursue one acquisition prospect at a time. You do not want to spend all your time and effort pursuing one company only to risk having the deal fall apart in the end. Deals fall apart for a number of reasons – the owner get cold feet, you can’t agree on the deal terms, a competitor comes along, etc. If you have only looked at one company you will find yourself back at square one with nothing to show for all your time and effort spent chasing the deal.

In fact, it takes up to 75 to 100 candidates to identify the right deal. It’s not enough to have a plan B, you need a plan C, D, E, F, and so on. We encourage you to broaden your search for prospects to include not-for-sale companies. Not-for-sale simply means the owner is not actively considering sell – not that they will never sell the company. By including not-for-sale companies in your search you significantly expand your universe of potential acquisition prospects.

Think of your prospect pipeline as a funnel. Gradually, as you move forward in the M&A process, you will eliminate candidates that are not an ideal fit with you strategic rationale for acquisition. With the “funnel” approach you can move prospects along simultaneously, in a systematic and efficient manner.

Learn more about Building a Robust Pipeline of Acquisition Prospects in our webinar on March 17.

Date: Thursday, March 17
Time: 1:00 PM ET
CPE credit available.

Photo Credit: Barn Images

Do you know when to walk away from a transaction?

After all that hard work putting together an acquisition —not to mention the costs in both time and money—it might seem unthinkable to give up on a deal. But you should be on the lookout for these 10 warning signs during the transaction process. They may just be telling you to walk away.

  1. The prospect does not meet your criteria. Always keep your strategic objective in sight, and if the target doesn’t serve your goal, walk away.
  2. Only your CEO believes in the deal. Your CEO’s enthusiasm for a deal is not sufficient grounds to proceed, if no one else is convinced.
  3. There is strong dissent on the acquisition team. When the acquisition team is conflicted, the transaction is likely to fail.
  4. There are glaring cultural differences between the two companies. Some cultural difference can be valuable, but a complete clash of values and business philosophies will lead to trouble.
  5. The buyer and/or seller are inexperienced, or they lack good advisors. Beware of a transaction conducted by rookies!
  6. The buyer and seller can’t close an unrealistic valuation gap. Differences of valuation are inevitable, but if there’s no hope of finding middle ground, walk away.
  7. The valuation doesn’t change…even if facts do. Due diligence may uncover facts that should change the valuation — if it doesn’t change in the light of new data, that’s a bad sign.
  8. A poorly run auction of a for-sale company. Badly run auctions are a huge hazard and a strong reason to back off from a deal.
  9. Buying a company only so your competitor doesn’t get it first. If your goal is only defensive, rethink the transaction: there’s far more value in pursuing long-term strategic growth
  10. An overemphasis on sunk costs. Remember there are few things more expensive than buying the wrong company — so be prepared to cut your losses rather than press ahead regardless.

If you are finding many of these warning signs appear in your deal, you may want to reconsider going through with the acquisition. Take some time to think about it – Is this really the best deal for your company? You never want to execute an acquisition simply for the sake of it; rather M&A should always be carefully planned and strategic in nature in order to maximize your success.

Learn more! Watch the M&A Express Videocast “When to Walk Away” for free

Photo credit: Barn Images

Reflecting the growth of ecommerce, shoe retailer DSW will acquire Ebuys, Inc., the company announced on February 17.  At $62 million, the acquisition may seem tiny compared to such newsmakers as Sysco’s $3.1 billion deal to acquire Brakes Group or IBM’s $2.6 billion deal to acquire Truven Health Analytics. But there are opportunities to learn from this transaction.

DSW, which stands for Discount Show Warehouse, has 469 stores in the U.S and Puerto Rico and is known for low pricing on brand-name shoes and accessories. Ebuys also sells shoes and accessories to North America, Europe Australia and Asia through the retail sites ShoeMetro and ApparelSave. DSW will use the acquisition to increase its online presence and expand abroad.

Although bigger deals draw greater attention, companies often use smaller, more targeted acquisitions to grow strategically. Especially in the middle market, the value of many deals isn’t disclosed and the deals may not even announced. Businesses often like to move stealthily and keep their strategic plans hidden from the competition.

Strategic Rationale

An analysis of this deal with our opportunity matrix shows that it is built upon distribution – selling the same products to new markets. With Ebuys, DSW will continue to sell shoes, footwear and accessories but find new customers internationally and online outside of their traditional retail space. Looking at trends in the retail space – and quite frankly in any space – the rise of technology is here to stay. Customers, especially millennials, use the internet increasingly to research and purchase products. Rather than risk becoming obsolete like brick-and-mortar bookstores driven out of business by Amazon, retailers such as DSW must adapt to changes in market demand and increase their ecommerce capabilities.

Opportunity for More

There is more to this deal, in that Ebuys has the opportunity to earn future payments. Also known as earnouts, these are commonly used in acquisitions as a means of bridging the valuation gap between buyers and sellers. Sellers naturally have high expectations for their businesses, often called hockey stick projections, that buyers might disagree with. With earnouts, the seller will receive a future payment once they hit certain milestones. In addition to the $62.5 billion DSW will pay today for its acquisition, if Ebuys achieves the financial goals set forth in the acquisition agreement, it will have the opportunity to earn more.

With future payments, buyers are in essence saying to sellers “We love your business and want to see you achieve your projections, so prove it to us. If you do, we’ll pay you more.” This way, if the seller’s positive projections turn out to be true, the seller will be rewarded, but the buyer doesn’t risk losing money on growth that never materializes.

Photo Credit: Mike Mozart via Flickr cc

In today’s internet age it seems like information is widely and almost instantaneously available. Just open up a web browser and type your search into Google and thousands of hits show up in less than a second. But how much of that information is accurate?

Precise data is critical to every business decision, especially when determining your strategic plans for growth. When pursuing M&A, understanding the market landscape and future demand of your customers is essential for the success of the deal and the growth of your company. If you develop your acquisition strategy based on unverified or inaccurate data, you risk making an expensive mistake.

While the internet can be a good place to start your research, you really need to dig deeper to get the complete picture. One of the best ways to get an accurate picture of the marketplace is by conducting primary research, where you talk directly key players in the marketplace. We use a technique called the “Triangulation Approach.” You will be speaking with three main groups:

  1. Customers of the product or service can help you identify unmet needs. Ideally you should speak with a mix of large and small customers.
  2. Competitors will help you identify what it’s like to exist in the market what affects their business on a regular basis, and give you an about the competitive landscape. It may be a bit tricky contacting competitors, and you may want to consider using an outsider third party for this research.
  3. Suppliers are those who sell into the market and whose customers may be your future competition. For example a part maker or tire maker in the auto industry.

Lastly, to tie all your research together you will want to speak with trade associations, industry publications, government or even academia. They will generally be more objective and have a broader view of the market and can even help with market segmentation. We have found in particular magazines of trade associations can be extremely helpful. Those writers generally have a good pulse on the industry while maintaining a big picture view.

The Triangulation Approach

The Triangulation Approach

The main benefit of using the Triangulation Approach is that you obtain information from multiple sources in order to confirm or deny information found in secondary research. When speaking to customers or competitors it is impossible to get 100% information, but through multiple conversations you will be able to compare and contrast information. Using the triangulation approach, you can put together a holistic, accurate view of the marketplace.

Armed with this information you will have a clear picture of future demand and be able to make the right decisions for growing your business through M&A.

 

Photo Credit: Barn Images

It’s no surprise that credit union consolidation continues; it is estimated that there were 65% more mergers in 2015 than in 2000. Overall, there were about 15% fewer credit unions in 2015 than in 2011. While there are fewer players today than in previous years, the credit union market is not shrinking or in decline. The number of credit unions with over $500 million in assets grew by 21% from 2011 to 2015, which means there are fewer, larger players. Consolidation is not limited to credit unions alone. We are also seeing consolidation of service organizations that provider products, services and technology to the credit union space as well.

Given the current environment, what’s the best course of action for CUSOs? One the one hand, for credit union service organizations (CUSOs) serving credit unions exclusively it means there are fewer credit unions to sell to, but on the other hand, since each player is bigger there are potentially more opportunities for CUSOs.

There are CUSOs right now proactively trying to find value and expand in today’s market. For example, CUSO currently only servicing the east coast may use strategic M&A to quickly gain a footprint in a new geographic market in order to service the growing member base of the credit unions they service.

External factors are also affecting the credit union and CUSO industry. When we look at U.S. M&A activity as a whole, 2015 was a massive year. We are in an environment where deal flow, the number of transactions, size of transactions and valuation multiples are at a peak. And peaks are followed by troughs so 2016 could be an interesting year.

There are a ton of deals going on and a lot of money chasing those deals. This means there are new competitors that CUSOs need to consider when investing in organizations. More and more people from outside the credit union space see the opportunity and are trying to figure out how to enter the industry. For example, private equity are doubling down and looking to expand in technology and financial services especially. While there is more competition from outsiders looking to invest in the same opportunities, CUSOs also provide unique access and benefits to non-exclusive credit union organizations looking to enter into the credit union world.

* This post was contributed by John Dearing, Managing Director at Capstone

There are many tools available to help move a transaction forward, ranging from a simple handshake agreement to a formal purchase agreement with contingencies. We have found one of the most useful tools for moving the M&A process along is the nonbinding letter of intent.

To further understand the advantages of the nonbinding LOI, we’ve outlined below a list of the most commonly available tools to express and agreement between buyer and seller.

  • Handshake Agreement. In the old days, two businesspeople could shake hands on a deal with the understanding that “my word is my bond.” This is the least formal level of commitment, and may mark the beginning of a transaction process.
  • Memorandum of Understanding. An MOU is a written version of a handshake agreement.
  • Term Sheet. A term sheet is a document, usually about a page long, that identifies the basic parameters of the proposed transaction and the likely financial picture.
  • Indication of Interest. This form of agreement is most commonly used with for-sale transactions where prospective buyers need to give some indication of their credibility and seriousness about moving forward with the transaction.
  • Nonbinding Letter of Intent. As you can see, nonbinding LOIs are near the middle of the pack when it comes to transaction agreements. They are the focus of this article.
  • Binding Letter of Intent. A legally binding version of an LOI, bringing you closer to a contract.
  • Purchase Agreement with Contingencies. These are typically used when sophisticated buyers and seller seek to complete a transaction with the caveat that certain things, such as due diligence, need to be done first.
  • Purchase Agreement without Contingencies. A purchase agreement without contingencies is the most formal and binding type of agreement. In essence it says, “This is a firm offer. We want to close this transaction now!”

With the nonbinding LOI, there is a tremendous marketing opportunity in addition to the legal aspects of moving the transaction along. You could spend a year – or even two or three – having discussions back and forth only to discover that there’s really no deal at all. The Nonbinding LOI is one of the best ways for people to understand the parameters of the deal are and how close – or how far – apart you are. It helps determine if you’ll move the transaction forward and how without locking you into a binding agreement to acquire.

The Letter of Intent (LOI) is far more than a legal document. It’s a key milestone in the M&A process and can be a powerful tool for getting the deal done. The LOI provides an opportunity to solidify your relationship with the seller and brings about a new level of commitment and resolve to getting the deal done.

Please join me for a 20-minute M&A Express Videocast this Thursday, January 28 at 1:00 PM ET. In this new videocast you will see how the LOI can help you position the deal in the eyes of sellers and their influencers. You will also learn how to use the LOI to test your assumptions, and set the seller’s expectations about deal structure, price and the acquisition process.

The Letter of Intent: A Key Milestone

January 28, 1:00 pm – 1:20 PM ET

About M&A Express

M&A Express is a high-impact series of videocasts presented by David Braun, founder of Capstone and author of Successful Acquisitions. Each videocast runs 20 minutes or less, and delivers cutting-edge insights on proven growth strategies for middle market companies. M&A Express is free! M&A Express is free! Visit our website for more information.

Watch previous Videocasts on-demand:

  • Why You Need a Roadmap
  • Where to Start Your Search
  • When to Walk Away
  • The Hidden Power of Minority Ownership
  • Cultural Due Diligence

 

Photo Credit: shankar s. via Flickr cc

We are excited to share our expertise on strategic growth through M&A with our new M&A U™ Webinar certificate.

M&A U

The M&A U™ Webinar certificate will be awarded to those who attend all 12 monthly Capstone Webinars live. Each live webinar features a seasoned M&A expert sharing practical tools and tactics to accelerate your company’s growth. CPE credits are available.

We hope these webinars are a valuable resource for you as you continue exploring strategic growth through mergers and acquisitions.

  • Subscribe to an entire year of webinars
  • 12 webinars led by experts in M&A, Valuation and Tax
  • Receive a 15% discount
  • Earn up to 12.5 CPE credits
  • Become M&A U™ Webinar certified
  • Access webinar recordings on-demand

2016 Capstone Webinar Schedule

  • Five Options for Growth – January 21
  • How to Pick Top-Notch Markets – February 18
  • Building a Robust Pipeline – March 17
  • The First Date: Contacting Owners & Successful First Meetings – April 21
  • A New Look at Due Diligence – May 26
  • Successful Negotiation Tactics – June 16
  • Mastering Valuation for M&A – July 21
  • Keys to Integration Success – August 18
  • Tax Considerations in M&A – September 15
  • Contemporary Legal Issues in M&A – October 20
  • M&A: From LOI to Close – November 17
  • Brand Integration: An Acquisition Challenge – December 15

Photo credit: Barn Images

2015 was the “strongest year for deal making on record,” according to Thomson Reuters.  Global deal value reached $4.7 trillion, a 42% increase from 2014, and U.S. deal value reached $2.3 billion, a 64% increase. Despite this record-breaking activity, the number of deals announced globally remained relatively flat and in the U.S., the number of deals actually decreased by 1.65% from 10,129 in 2014 to 9,962 in 2015. This is mainly due to the large number of mega deals (deals over $5 billion) announced in 2015.

As we look forward to what will most likely be another year of exciting M&A activity, let’s take a look back at the posts from the Successful Acquisitions blog that you, our readers, found most interesting.

  1. Why You Don’t Need a 51% Stake to Control a Business
  2. CVS and Target Pharmacy Acquisition, Divestiture and Co-branding
  3. Strategic vs. Financial Acquisitions – What’s the Difference?
  4. How You Can Manage the M&A Process: Tools for Success
  5. Strategic Acquirers at an Advantage in Today’s Market
  6. Why ConAgra Plans to Sell Ralcorp Less than 3 Years Later
  7. New Webinar – “Leadership Essentials for Successful M&A”
  8. When Organic Growth Stalls, Consider M&A
  9. Pharmaceutical M&A: The Rush to Acquire
  10. 2014 Record Breaking Year for M&A
Photo Credit: Barn Images

In light of recent FTC rulings against market domination, Sysco has changed its M&A strategy to focus on smaller, strategic deals rather than large transformative deals. Although Sysco’s change is motivated by regulatory obstacles to larger acquisitions, using strategic, smaller deals is an excellent approach from a strategic perspective. We have long recommended that our clients pursue a series of small transactions to achieve their long-term growth goals. We call this strategy taking “frequent small bites of the apple” because it’s much easier to eat an apple one bite at a time than to cram the whole fruit into your mouth!

Among the advantages of pursuing a series of smaller deals:

1. Focus on One Reason

You may have many needs to meet before you reach your long-term growth goals, for instance improving talent and technological capabilities and expanding geographically. If your vision is growing into a worldwide paint manufacturer and distributor, but you only have manufacturing operations on the East Coast, you will need to expand geographically, build your distribution networks, and perhaps improve on your manufacturing capabilities. Doing all this with only one company may dilute your efforts, or you might acquire a company that really doesn’t fulfill any of your strategic needs.  A better approach: first focus on acquiring a company with an excellent distribution network in the U.S and then another company with quality manufacturing capabilities that match your acquisition criteria. Once you’ve adjusted to this change, you might look at acquisitions outside the U.S.

2. Stay Below the Radar

Large transactions draw attention, especially the mega-deals valued at over $5 billion that have boosted M&A value to record levels. But many transactions are much smaller than these multi-billion dollar deals; in the U.S. from November 1, 2014 to October 31, 2015 there were 12,663 M&A transactions, according to Factset data. 95% of these deals were under $500 million or undisclosed. (Undisclosed deals are typically privately held, smaller transactions that are too small for financial reporting). Smaller strategic transactions allow you to make moves below the radar, out of sight of your competition.

4 reasons why smaller acquisitions are better

3. Adjust to Integration Challenges More Easily

Even the most carefully planned acquisition encounters integration challenges as people and systems adjust to the newly merged company. By acquiring a smaller company, you dramatically limit your integration challenges. Once you’ve had time to work out any kinks and make sure your new company is operating smoothly, you can begin pursuing the next acquisition.

4. Minimize Risk of Acquisition Failure

Although acquisitions are inherently a risky undertaking, smaller strategic transactions are much less risky than large transformative deals. Because integration challenges are minimized, you can remain focused on your strategic objectives, increasing your chances of realizing synergies from the deal. There’s also less financial risk associated with smaller acquisitions; you can minimize capital outlays while rapidly growing your company to reach your long-term goals.

Executing a series of strategic acquisitions is a proven way for middle market companies to grow.

A small deal is also ideal for first-time acquirers who have never pursued growth through mergers and acquisitions. All in all, smaller acquisitions allow you to remain focused, move covertly in the market, and increase your chances of success while still rapidly moving you closer to your vision for the future.

Photo credit: UnknownNet Photography via Flickr cc