M&A 101: What’s the Difference Between a Financial Buyer and a Strategic Buyer?

The world of mergers and acquisitions can be complex for owners focused on building their companies.

We’re often asked by owners about their options to exit and sell the company. Often, work needs to be done to prepare – in advance of any sale process – to ensure maximum value is realized. Owners may opt to bring in an outside perspective like an interim executive to provide an operational roadmap to improve operations and package the company for eventual sale. This process, however, typically begins with two types of targets in mind:

Strategic buyers (Strategics) are companies who are already operating in the field/industry where acquiring your business will be complementary to their business, expand their customer base, or give them a competitive advantage.

Financial buyers include private equity funds, family offices, and individual investors who provide their own equity funding and borrowing to acquire businesses as a path to future gains.

Let’s dive in to the difference between strategic buyers and financial buyers:

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Scaling a Business Fast Is Hard for Entrepreneurs

I was having a conversation with company founders in a healthcare startup who made the comment: “we’re new to being entrepreneurs.”

That was their opening for free advice. It’s hard building and scaling a business when most startups fail or have a tough time and that’s not celebrated enough. Instead we just marvel at the likes of Mark Zuckerberg and aspire to be like Uber, Facebook, Google.

The truth is that most every new businesses – it’s a slog. A grind. A tough battle at some point in their existence, if not in fact for many years. Steve Ballmer of Microsoft had a phrase for this: the long middle. He said its fairly easy to be creative, think up a brilliant new product, and decide to charge forward. Then comes the middle: the long slog.

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Private Equity Fund In Hot Water Deploys Interim Team

What do you do when your fund does a great job buying 5 divisions of a big publishing company spinning off assets, only to find one of the divisions starts going sideways?

First, you give the division some time to right the ship on their own.

Unfortunately, for one multi-billion dollar private equity fund, this strategy didn’t work… and the fund gave the CEO four years to get it right.

That’s a lot of patience.

Eventually, it came time to make a change, which the managing partner was dreading.

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The overriding, ever present recurring theme of PE fund managers is dealflow. What keeps a PE fund manager up at night? Dealflow. What gets a them up in the morning? More deals. What drives them to stay connected and answer the phone while on vacation? That would be more deals.

And dealflow’s brother is price. As dealflow becomes more pressured and harder to come by, prices of companies go up. And seemingly everything gets shopped since fund after fund are grabbing for the same opportunities.

Proprietary access to deals is the holy grail. Into this challenge, how does a professional investor win, if you can’t even get to the start line?

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The Six Times PE Funds Use Interim Executives

Many private equity funds hear the words “interim executive” and think the only application is turnaround or short-term fill-in. But for PE funds seeking a great return, they look to interims for their unique abilities to build and transform companies.

Here are six major use cases for interim executives in PE-owned portfolio companies:

Interim Executives in Diligence
Most funds hope to spread their wings – work beyond industries where they’ve already had success, by looking at new industries where acquisitions may cost less and produce higher returns. The further afield they go, the more they need expert leadership removed from prior operating teams.

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Selling in a Few Years? Start Packaging Your Company Now

According to a Harvard Business Review report, the failure rate for mergers and acquisitions sits between 70 and 90%. Even before the deal closes, it’s not uncommon for deals to unravel.

If the odds can be overwhelmingly negative, what can you do to increase your chance of success if you are looking to sell your business?

Prepare.

Don’t wait for the M&A process to begin to get your team in gear – that’s a sure fire way to fail.

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The best private equity funds talk about backing great CEOs, entrepreneurs, and management teams. But in the lower middle market ($2-$15 million in EBITDA), what’s a private equity fund to do when the company they are acquiring lacks resources and the management skills to earn great returns?

What if serious talent doesn’t extend beyond the CEO or founder?

Douglas Song, co-founder of Prodos Capital Management and an investor in lower middle market companies, says that “there’s always a way to think creatively and unlock value in any lower middle market company.” He especially finds common themes among companies where entrepreneurs or families have built a great business over time, but are lacking in certain areas where partnering with additional resources will help them take the business to the next level.

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Private Equity Investors Tap Interim Executives to Transform Portfolio Companies

“No duty the executive had to perform was so trying as to put the right man in the right place.” -Thomas Jefferson

Private equity fund managers aren’t in the caretaking business. They are in the business of sparking change within companies that can be grown or turned around to produce big returns for their institutional investors. And that change can’t be just incremental. Fund managers strive to be in the business of transformation.

Sometimes, along with capital, transformation means bringing in solid, experienced leadership to help take a company to the next level.

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Interim executives benefit companies dramatically: high-level expertise drops in quickly to do the tough jobs — powerfully and without bias or politicking — to help a company improve. Soon after, they ride off into the sunset to the next assignment. Think of an interim executive as a modern-day John Wayne without the cowboy hat.

Mark Sullivan, founder of Lineage Capital Investment, knows how it works. His private equity firm recently dropped an interim CFO into a manufacturing business amid a turnaround. Monetary villains — so to speak — threatened the corporate ranch and outside help was essential to clean out the threat.

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PE investment seemed poised for a spike in 2013, but Pitchbook’s 3Q 2013 Private Equity Breakdown spells out how that hasn’t happened, at least so far this year.

“While public equity markets experienced strong gains throughout the first half of 2013, PE deal-making was at a lackluster pace in 2Q 2013, reaching a new quarterly low since the depths of the financial crisis,” Pitchbook reports. PE firms invested $71 billion across 318 deals in the second quarter, down from the 420 investments in 1Q 2013 and far off the 671 investments in 4Q 2012, where late-year activity saw $141 billion in investments.

Meantime, exits saw a “slight uptick” in the third quarter– 108 portfolio company exits totaling $17.1 billion–but that activity was still the second lowest quarterly total in the last three years.

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