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Key Points DiscussedIndependent sponsors are individuals looking to invest in or acquire their first company, often using outside financing.Independent sponsors differ from private equity funds in that they need to secure funding after finding a deal, whereas PE funds have pre-committed capital.Sellers need to carefully evaluate an independent sponsor's ability to raise the necessary funding to complete a deal.Independent sponsors may offer higher enterprise values than other buyers, but the deal closing is less certain.Independent sponsors should have a strong strategic, cultural, and financial story to present to sellers.Independent sponsors should line up multiple potential funding sources to mitigate the risk of a single source falling through.Sellers can sometimes negotiate shorter exclusivity periods in LOIs with independent sponsors.Advisors like Revenue Rocket can help sellers evaluate and qualify independent sponsors to improve the chances of a successful transaction.Independent sponsors can be a good option for sellers, but the process requires careful consideration of the risks and benefits.
RELATED EPISODES
Episode 173: Why is selling a Business so Hard? Listen now >>
Episode 161: Importance of Determining ROI on an M&A Investment. Listen now >>
Episode 97: Understanding Search Funds as an IT Services Seller. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Mike, Ryan and Matt from Revenue Rocket discussed the importance of a quality of earnings (QOE) report for IT services firms in the context of M&A transactions, highlighting that it is a comprehensive financial analysis that can provide third-party validation and help streamline the acquisition process. They also explored the benefits of Revenue Rocket offering QOE services as an independent tool to gain market visibility and access to potential buyers and sellers.
Key pointsQuality of Earnings (QOE) report is a detailed financial analysis that certifies the accuracy and quality of a company's earnings and cash flows.
QOE reports are commonly used in M&A transactions, either by buyers to validate the target's financials or by sellers to prepare for a sale.
QOE reports are typically paid for by the buyer or financial sponsor, but sellers may also obtain one preemptively.
QOE reports are not regulated, but should be conducted by reputable providers with industry expertise, financial analysis skills, and the right tools.
Transparency and preparedness are key for sellers undergoing a QOE, as it allows the provider to efficiently complete the analysis.
QOE is a component of the broader financial due diligence process, which also includes reviewing the company's systems, processes, and other financial metrics.
Having a credible, independent QOE report can help sellers prepare for and accelerate the sale process.
For buyers, a QOE report provides confidence in the target's financials and can uncover potential issues or risks.
Revenue Rocket can provide QOE services to both buyers and sellers, but must maintain independence if involved in the transaction.
Offering QOE services can also be a business development opportunity for Revenue Rocket to gain visibility and potentially lead to other engagements.
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This episode discusses the challenges and strategies for re-entering the market after a deal doesn't close. Key points include understanding why the deal failed, whether due to strategic, cultural, or financial issues. Emphasis is placed on maintaining business operations and maintaining a positive outlook. Advisors can help by revisiting previous suitors and ensuring transparency about the deal's failure. It's crucial to reset expectations, especially regarding valuation, which may change based on current financial performance. The importance of working with experienced advisors and maintaining a fresh perspective is highlighted, along with the need to manage deal fatigue and maintain business continuity.
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Key pointsConvertible notes provide sellers flexibility to participate in upside if the business performs well, while also offering some downside protection.Convertible notes involve a seller providing a loan to the buyer, with the option to convert the remaining balance to equity at a future trigger point.The conversion trigger is typically a date or milestone, after which the seller can choose to convert the note to equity rather than receive the remaining cash payout.Convertible notes are commonly used in IT services M&A to allow sellers to "have a second bite at the apple" if the combined business grows significantly.Thorough due diligence on the buyer's financial stability and growth plans is critical for sellers considering a convertible note.Dilution from multiple acquisitions is generally not a major concern with convertible notes, as the structure can be designed to minimize impact.Key negotiable terms for convertible notes include interest rate, payment schedule, and conversion triggers/parameters.Sellers should seek legal and M&A advisory expertise when structuring convertible notes to ensure favorable terms.The main benefits of convertible notes for sellers are reduced upfront risk and the ability to participate in future upside.
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In this episode, we're talking about keeping the spark alive in an M&A deal and strategies for avoiding burnout.
Key points discussed in this episode:
Deal fatigue is common in M&A transactions due to the numerous decisions and interdependencies involved.Advisors can help buyers and sellers avoid deal fatigue by setting expectations, managing timelines, and providing guidance.Patience is crucial, especially for buyers, as the M&A process can take up to a year to complete.Regular status updates and clear communication among all stakeholders help maintain motivation and engagement.Sellers may feel overwhelmed by the due diligence process, but should focus on responding effectively and keeping the business running.Unscrupulous buyers may attempt to "retrade" the deal at the last minute, which sellers can defend against with the help of advisors.Funding sources and approvals should be secured early in the process to avoid delays and frustration.Buyers who are too slow in decision-making risk losing opportunities to other interested parties.Maintaining a positive attitude and leaning on a strong support network can help both buyers and sellers navigate the M&A process.RELATED EPISODES:
Episode 195: Win/Win vs. Win/Lose Dynamics in M&A Negotiations. Listen now >>Episode 173: Why is Selling a Business so Hard? Listen now >>Episode 127: The Critical Pillars to M&A Success. Listen now >>Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Mike Harvath, Matt Lockhart, and Ryan Barnett discuss the importance of taking breaks for business leaders. They emphasize that stepping away from daily operations can provide new perspectives, enhance creativity, and improve decision-making. Mike shares his personal experience of recharging during a holiday, which led to better problem-solving and leadership. Matt highlights the benefits of silent retreats for mental and spiritual refreshment. They agree that hobbies and different environments can foster creative thinking and better strategic decisions. Ryan concludes that time away allows leaders to trust their teams, enhances leadership, and contributes to overall well-being and effective business management.
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Here are a few questions we dive into to help frame up this discussion.
What role does a sense of urgency play in driving growth within IT services firms, and how can leaders cultivate this urgency without creating chaos?How do you differentiate between a healthy sense of urgency and the detrimental effects of being in a rush when executing strategic initiatives?What are some common pitfalls that IT service firms encounter when they confuse urgency with haste in their growth strategies?Can you share an example where moving too quickly hindered the success of a business transformation, and what could have been done differently?How do you ensure that the urgency to implement change doesn’t compromise long-term strategic goals and quality execution?What key indicators help you determine when the urgency around a decision is justified versus when the team needs to slow down and think more critically?In your experience, what leadership qualities are most important when navigating the balance between urgency and careful, strategic growth?What advice would you give to IT services firms looking to maintain a sense of urgency while avoiding burnout and poor decision-making?RELATED EPISODES:
Episode 122: Don't Make the $100k Sales Person Mistake. Listen now >>
Episode 162: Aligning Leadership in M&A for a Better Deal Outcome. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Mike Harvath, Matt Lockhart, and Ryan Barnett discuss the successful M&A process for Project Black Sparrow, a $19M managed service provider. Revenue Rocket assisted Black Sparrow on both the buy-side and sell-side, helping them identify and close strategic acquisitions. The sell-side process involved evaluating over 500 companies, narrowing down to 25 potential buyers, and ultimately closing a deal in less than six months. The transaction highlighted the importance of strategic and cultural fit, leading to a smooth due diligence and a successful partnership.
Helping them grow through a Revenue Rocket Buy-Side ProgramHelping them grow with deal facilitation/valuation expertiseConverting to a Revenue Rocket Sell-Side ProgramValuation on the businessPackaging and marketingDeal flow (150 screening calls leading to NDAs, 20 IoIs, select LOIs)Due diligence supportRole of the buyer – and how the winning LOI was landed (more about the vision than the specifics)Keeping owners focused on the business while we ran the processExceeding expectations for value, timingExciting future ahead.RELATED EPISODES:
Episode 80: Seller's Perspective: Due Diligence. Listen now >>
Episode 88: Sellers: Timeline Expectations for an M&A Deal. Listen now >>
Episode 119: Breaking Down a Successful Sale of a $13M MSP. Listen now >>
Episode 139: Breaking Down the Successful Sale of Project Deacon. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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OUTLINE OF THIS EPISODE:
M&A Negotiations IntroductionSetting the Tone for Fairness in M&A NegotiationsBalancing Interests in M&A TransactionsTransparency and Trust in M&A NegotiationsDeal Fatigue and Negotiation StrategiesImpact of Win-Win Negotiations on Post-Transaction RelationshipsRELATED EPISODES
Episode 174: Buy-Side M&A: Tackling the most Challenging task of Finding a Willing Seller. Listen now >>
Episode 143: Perfect in M&A Doesn’t Exist: Learn Where you can Flex. Listen now >>
Episode 100: Looking back at 100 Episodes and Narrowing in on Working Capital. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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KEY HIGHLIGHTS OF THIS EPISODE:
Definitions and Roles of BrokersUnderstanding fee structures on the buy side and why it mattersretainers & feesRevenue Rocket's Model (Retained Advisor) vs. Contingent BrokersExclusivity and Opportunistic Nature of Contingent BrokersReferral Fees and Market DynamicsContingent vs Retainer based - expectations for successRELATED EPISODES:
Episode 125: Value of an Industry Specific M&A Advisor. Listen now >>
Episode 92: Why You Should Take the Call from an M&A Advisor. Listen now >>
Episode 91: M&A Fees: What to Expect Before, During, and After Close. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Reselling today is not the same as reselling was yesterday. Reselling today is not the same as reselling was yesterday. Mike Harvath and Ryan Barnett dive into reselling in the tech-enabled services industry. They note the impact of cloud-based services on reselling margins and the importance of building a robust services business to complement reselling. They also discuss the challenges and opportunities for private equity firms in valuing reselling businesses, emphasizing the need for advisory firms like Revenue Rocket to navigate the complex landscape.
Episode Outline:
Reselling's Evolution and Its Impact on M&AThe Renaissance of Value-Added ResellingChallenges and Opportunities in Specialty ResellingThe Role of Private Equity in ResellingThe Future of Reselling and Its Impact on CustomersRelated Episodes:
Episode 178: The Pros and Cons of IT Reselling in M&A Transactions. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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This episode of Shoot the Moon covers Buyer & Seller perspectives in the last week(s) leading up to close.
RELATED EPISODES:
Episode 83: The 11th Hour. Listen now >>
Episode 154: What Will be Your Take Home Portion of the Deal? Listen now >>
Episode 158: Between the LOI & Deal Close, What should you Expect? Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Utilizing Marketplaces for M&A Deals. Third party marketplaces have really emerged in the past few years. These are services that a buyer or seller subscribes to to find deal related information and oftentimes try to match your company as best as possible through AI or manual matching.
Matt Lockhart and Ryan Barnett discuss the evolving landscape of third-party marketplaces for M&A transactions in the tech-enabled services sector. They highlight the increasing interest in these marketplaces, driven by the growing recognition of the value in tech services firms. They note that while marketplaces like Axial, PE Marketplace, and GRV Source can broaden the pool of potential buyers and sellers, they also present challenges such as the generalized nature of listings and the need for specialized understanding and marketplaces are a useful tool but should be part of a broader outreach strategy.
1. The use of third-party marketplaces like BizBuySell, DealStream, Axial, and PE Marketplace for finding and selling businesses.
2. Marketplaces can be a useful tool to increase the top of the sales funnel, but require careful curation and alignment between buyers and sellers.
3. Buyers using marketplaces may not always have deep industry expertise, leading to potential misalignment.
4. Sellers should proceed with caution when using marketplaces alone, as significant work is still required to properly prepare a business for sale.
5. Advisors can play a critical role in helping both buyers and sellers navigate the complexities of the M&A process.
6. Competition for deals can increase when using marketplaces, as the goal is to get in front of as many potential buyers as possible.
7. Buyers should view marketplaces as one tool in their inorganic growth strategy, not the sole source for finding acquisition targets.
8. Proper cultural, strategic, and financial fit are essential for successful transactions, regardless of the sourcing method.
9. The group discussed the recent podcast episode on "Buying a Company is Not Like Buying a Car" and the importance of this mindset.Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Mike, Ryan, and Matt from Revenue Rocket discussed the importance of understanding the strategic, cultural and financial fit when evaluating potential buyers in tech-services M&A transactions, emphasizing the need for a comprehensive approach beyond just financial capability. They highlighted the complexities of M&A transactions, the emotional aspects for founders, and the role of a competent advisor in navigating the process and ensuring a win-win scenario for both buyers and sellers.
Key points
1. Buyers often approach acquiring a company like buying a car, but sellers see it as a complex partnership that requires strategic, cultural, and financial alignment.
2. Sellers, often founders, have built their business with blood, sweat, and tears, and are protective of their team and customers when considering a sale.
3. Buyers need to approach the process with an open mind, seek to understand the seller's perspective, and demonstrate how they can create value together, not just offer a price.
4. Advisors play a critical role in facilitating the right buyer-seller fit, rather than just facilitating a transaction.
5. Sellers are looking for buyers who are a good cultural and strategic fit, not just the highest bidder.
6. Buyers making offers without proper diligence or understanding the seller's motivations can be a turnoff for sellers.
7. The introduction and early interactions between buyers and sellers set the tone for the entire process.
8. Buying a company is a complex, relationship-building process, not a simple transaction like buying a car.
9. Sellers have leverage in the current market and can be selective in choosing the right buyer.
10. Advisors can help both buyers and sellers navigate the process and find the best fit.
Immediate turn offs for sellers from buyers:
Coming off too strong of how to run a business vs trying to understand the seller's business model - sellers need to know that the buyer is low risk for their employees, customers, and have an open mind about how to do things as a combined entity. This challenges the success of post-merger integrationA buyer's attitude about their successful pastBe careful what documents you put in front of a seller too earlyBlowing the introduction call - this meeting sets the tone for the entire process between both parties! Take it seriouslyOur job is to help buyers & sellers find the best cultural fit, strategic fit, and financial fit to make a win-win-win scenario for all parties. This has been our speciality for IT Services firms for 25 years. Reach out to schedule a no obligation introduction call.
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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EPISODE OUTLINE:
Partnerships in business and their importance in growth.Valuation and buyout considerations for businesses with multiple partnersThe importance of documentation, shareholder agreements, operating agreements and moreValuing a business for partner buyout or sale, importance of credible outside counsel, and potential impact of a departing partner on continuityManaging partnerships, exit strategies, and value creation in businessRELATED EPISODES:
Episode 168: Adjustments to EBITDA and Valuation based on Owner Comp. Listen now >>Episode 162: Aligning Leadership in M&A for a Better Deal Outcome. Listen now >>Episode 144: Navigating Exit Strategies: What are your Options? Listen now >>Episode 136: CEO and Leadership Transitions When Selling your IT services Firm. Listen now >>Listen to Shoot the Moon on Apple Podcasts or Spotify.
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We talk alot about Multiples of Revenue & EBITDA when it comes to an M&A deal. In this episode we are unpacking how we use them, why they are important, and how buyers & sellers can align when it comes to deal multiples.
What is a multiple?Why are multiples used in M&A deals?How is a multiple calculated? Does it include items like cash harvest or employee agreements?Based on different categories, different sub-industries in tech-enabled services will warrant different multiple ranges. What are some of those categories and ranges? For example: Staffing companies, resellers, custom app dev, CSPs, MSPs, cybersecurity, generative AIHow do other items, like size, geography, vertical market concentration in clients, impact a multiple? How do non-financial factors like culture impact a multiple?How do Revenue and EBITDA multiples interact? We’ve seen firms with high profit margins result in deals that are 2-3X revenue.If someone hears a multiple, it feels like they hear either the highest number if they are trying to sell or the lowest if they are trying to buy. How do you explain the nuances to a buyer or seller?If multiples are more of a gut check on the proper ranges of a deal, how often are M&A enterprise values tied directly to a multiple of EBITDA?How important is it to get the proper deal comparisons if multiples become a method of comparing two firms?If a deal is based on a multiple of EBITDA, how do buyers and sellers agree what is in or out of adjusted EBTIDA?What are examples of firms that traded well outside of an industry norm for a multiple?EPISODE SUMMARY:
Multiples, such as a multiple of EBITDA, are commonly used in M&A deals as a simple way to gauge the value of a company. However, they are not the sole determinant of a company's valuation.Adjustments to EBITDA, known as "add backs", can be made to account for one-time expenses or other factors that will not continue post-transaction. The agreed-upon adjusted EBITDA is a critical factor in determining the multiple.Many factors beyond just the EBITDA multiple impact the final enterprise value in a deal, including strategic fit, cultural fit, and buyer synergies. The multiple is more of a planning tool than a definitive valuation.Higher profitability tends to correlate with higher multiples, while lower profitability may not support a revenue multiple above 1x. Finding truly comparable companies can be challenging.Deals sometimes trade outside of typical multiple ranges due to strong strategic fit or other unique factors, highlighting that multiples are not the only consideration in valuation.RELATED EPISODES:
Episode 141: Add-Backs 101. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Questions we dive into in this episode all about building relationships with a banking partner for M&A deals:
What role do banking partners play in M&A deals within the IT services sector?What key criteria should companies consider when evaluating potential banking partners for M&A transactions?How do you assess the experience and expertise of a banking partner in the IT services industry?How important is the relationship between the buyer and the banking partner and what signs indicate a trustworthy and reliable banking partner?How can a company evaluate the financial strength and stability of a banking partner?How can buyers effectively evaluate the interest rates offered by different banking partners? What factors should be considered when comparing interest rates from various banks?What strategies can buyers employ to negotiate better interest rates with their banking partners? Are there specific terms or conditions that buyers should focus on to secure favorable rates?How do interest rates impact the overall cost of financing an M&A deal?How should companies assess the track record and success rate of a banking partner in previous M&A deals?How significant is a banking partner’s reputation in the IT services industry and what methods can be used to verify and evaluate a bank’s reputation?What role does the banking partner play in the due diligence process during an M&A deal?What will you need to provide to secure a loan?How do banking partners assist in identifying and mitigating risks associated with M&A transactions?How can buyers evaluate and compare the fee structures of different banking partners?Are there any hidden costs or fees that buyers should be aware of when working with a banking partner?Listen to Shoot the Moon on Apple Podcasts or Spotify.
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Let's first understand customer concentration. Customer concentration is essentially where is revenue concentrated in your firm? Is it held by a few clients, a lot of clients? If you are in the bucket of having revenue very concentrated by a few good clients, or your acquiring a firm structured this way, this podcast episode is for you.
Why is customer concentration such a significant concern in M&A transactions?
What customer-related metrics are buyers looking for in an M&A transaction?
What red-flags will buyers be looking for concerning customer concentration?
What’s normal for large customers in the IT services world? How does this vary by category between MSPs, application developers, or software channel partners?
If you are a seller and have high levels of customer concentration, what should you expect in terms of purchase price adjustments?
Can you explain how earn-out provisions and contingent payments work with customer concentration?
What types of representations and warranties should will a buyer seek from the seller regarding customer relationships?
How can holdbacks or seller financing help mitigate risks?
What are the critical components of a successful customer transition plan post-acquisition?
How can representations and warranties insurance help in managing customer concentration risks?
Can you share any real-world examples where customer concentration was a significant issue in an M&A transaction and how it was successfully managed?
RELATED EPISODES:
Episode 152: Understanding Reps & Warranties for Buyers and Sellers. Listen now >>
Episode 90: Selling-In v Selling-Out. Listen now >>
Episode 73: Levers & Currency: M&A Deal Structures. Listen now >>
Listen to Shoot the Moon on Apple Podcasts or Spotify.
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How large of a company can you buy?
Let’s assume you’ve found a company that’s a great strategic and cultural fit.
Can you speak to different acquisition types? For example, tuck-in, platform, or merger?What key metrics should you consider in the evaluation of the firm? (Revenue, EBITDA addition, growth rates, Return on investment)What’s the general guidance of how large a firm should be compared to revenue? (.5 to 2X revenue)What type of debt ratios should you consider?How do future earnings / cash flow considerations play in the size of a deal?If it’s a larger firm, how do you approach integration of the firm differently?Is there a quick formula that helps determine the rate of return for a firm or how many years are needed to receive a returnShould you buy the biggest firm you can? (Discuss a small deal is as much work as a large deal)If you are buying a firm that’s bigger than you, how do you approach integration differently?How does working with a funding partner, like a strategic PE firm, change the size of deal you should consider?Listen to Shoot the Moon on Apple Podcasts or Spotify.
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How does culture influence successful M&A deals? In this episode, we are talking about the importance of cultural fit when organizations come together in a merger or acquisition. We have special guest, Chelsey Nord, Revenue Rocket's Director of Strategy joining us on this podcast to share her expertise and experiences.
Questions Chelsey dives into:
How do we define culture?How does organizational culture influence the success of M&A deals?What evidence do we have that culture impacts performance?How do most firms plan for culture fit as they look to buy or sell in today’s environment?What is RRCG’s perspective around culture fit in M&A? What’s the goal?What is RRCG's Approach to Culture Fit in M&A?What are greenlights or positive signs early in the M&A process that culture fit will be favorable?When in the M&A process should culture be addressed? Are there certain milestones?RELATED EPISODES:
Episode 112: Why Culture Matters in Tech Focused M&A Feat. Chelsey Nord
Episode 111: Culture and IT Services Companies feat. Chelsey Nord
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