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Best Practices of the Best Dealmakers Best Practices of the Best Dealmakers BEST PRACTICES OF THE BEST DEALMAKERS VALUABLE GUIDANCE FROM 51 OF THE MOST ACTIVE MIDDLE MARKET M&A PRACTITIONERS FOREWORD BY JOHN K. CASTLE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CASTLE HARLAN 1 BEST PRACTICES OF THE BEST DEALMAKERS BEST PRACTICES OF THE BEST DEALMAKERS Valuable Guidance From 51 of The Most Active Middle Market M&A Practitioners Copyright © 2013 Merrill DataSite® and The M&A Advisor All rights reserved. No part of this book may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without the prior written permission of the publisher, except in the case of brief quotations with proper reference, embodied in critical articles or reviews. Printed in the United States of America Library of Congress Catalog Card Number: 2013936584 For more information about special discounts for bulk purchases in the United States by corporations, institutions, and other organizations please contact The M&A Advisor at 718 997 7900. BEST PRACTICES OF THE BEST DEALMAKERS VALUABLE GUIDANCE FROM 51 OF THE MOST ACTIVE MIDDLE MARKET M&A PRACTITIONERS F OREWORD BY JOHN K. CASTLE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER, CASTLE HARLAN 4 Best Practices of the Best Dealmakers TABLE OF CONTENTS Preface 9 Foreword 12 Introduction 13 Part 1: Best Practices for Creating a Winning M&A Acquisition Strategy 15 ■ Introduction 15 ■ Five Elements of a Successful M&A Acquisition Plan 17 I. Creating a Concise Investment Thesis 18 • The Role of the M&A Acquisition Strategy in Corporate Growth 19 • Balancing M&A with All Other Options for Growth 21 • Balancing of Definition and Flexibility 22 II. Creating a Broader Cross-Functional Team 23 • Active, Ongoing Participation by Functional Management 23 • Early Assessment of Human Resource and Other Organizational Factors 24 • The Importance of Strategic Communications Planning 25 III. Conducting an Objective Critical Analysis 26 IV. A Formal Discipline to Identify and Evaluate Targets 27 • Deal Notes: How Evaluation Guides Strategy: An Interactive Process 28 • Making Your M&A Strategy Work in an Auction Environment 30 • The Importance of External Factors in Assessing Opportunities 31 V. Put Metrics in Place to Measure Progress 33 ■ Conclusion 35 Part 2: Mitigating Risk and Creating Value: A Focused Approach to Due Diligence 36 ■ Introduction 36 I. A Broader Approach to Due Diligence 37 • Assembling the Right Team 39 • Preparing in Advance for a Smoother Process 41 • Establishing an Earlier Starting Point for Diligence to Begin 42 5 Best Practices of the Best Dealmakers • Being Prepared to Walk Away 43 II. Risk Mitigation Due Diligence 44 • Following a Structured Methodology 45 • Deal Notes: Nestlé: Organizing for Decision Discipline 45 • No Room for Assumptions: Expert Advice on Cross-Border Deals 46 • Being Prepared for Compressed Time Frames 47 • Deal Notes: Important Areas of Risk Mitigation Diligence 48 III. Value Creation Due Diligence 49 • Beginning with a Sound Investment Thesis 50 • Deal Notes: Take a Tip from the Turnaround Experts 51 • Translating the Investment Strategy into a Filter for Due Diligence 52 • Articulating the Investment Thesis to the Due Diligence Team 54 • Deal Notes: Important Areas of Value Creation Diligence 55 • Conducting Deeper Diligence on Future Earnings 57 • Beginning Deeper Diligence, Sooner, on Human Capital 58 ■ Conclusion 59 Part 3: Negotiating, Valuing, and Structuring Deals 61 ■ Introduction 61 ■ A Combination of Learned Skills, Inherent Talent, and Experience 62 ■ Critical Advice at Key Stages in the Deal Process 63 I. Starting off the Process: Study, Study, Study 64 • Gaining an Understanding of the Buyer’s or Seller’s True Motiviation 64 • Doing Your Research on the Counterparties 65 • Understanding Deal Terms and Documents 65 • Preparing for the Unexpected 66 • Active Listening: The Other Side of Preparation 68 II. Establishing Deal Valuation and Negotiating Price 68 • Honing in on Value 69 III. Negotiating the Letter of Intent 69 • Using the Letter of Intent to Understand Non-Monetary Deal Factors 70 IV. Determining Deal Structure 71 • Questions to Consider in Establishing Deal Structure 72 • How to Win the Auction 73 • Winning Through a Combination of Business Mechanics and Creative Thinking 74 6 Best Practices of the Best Dealmakers V. Deal Completion: Negotiation Tips to Facilitate a Smooth Close 75 ■ Conclusion 78 Part 4: Best Practices for Successfully Integrating Newly Acquired Assets 79 ■ Introduction 79 ■ The Importance of Successful Cultural Integration 80 ■ Improving the Odds of Successful M&A Performance 82 ■ A Five-step Formula for Successful Integration 82 I. Cultural Sensitivity “Advisors” as an Element of Success 83 II. A Philosophy of Pre-Merger and Post-Merger Integration Planning 84 • Don’t Be Afraid to Walk Away 88 III. The Importance of a Top-down Commitment to Integration 88 • The Importance of Top-down Communications 89 • Is the Company or the Country’s Culture at Issue? 90 • Silence Is Deadly 91 IV. A Dedicated, Experienced Integration Team 92 • The Right Integration Project Manager 92 • An Experienced Cross-functional Team 93 • How Much Integration Is Necessary? 93 • Deal Notes: The Right Cultural Integration Strategy Drives Successful Results 94 • The Importance of Communication Between the Integration and Deal Teams 95 V. The Commitment to Act Quickly to Complete the Integration 95 • Practical Suggestions to Prevent Delay 96 ■ Conclusion 97 Part 5: Special Feature on Distressed Investing, Restructuring & Turnarounds 99 ■ Introduction 99 ■ Section 1: The Road to Recovery: Creating Value from Distressed Companies 100 Distressed Companies Beware: The Players Have Changed 101 Controlling the Time to Market: Whatever You Do, Don’t Delay! 102 Early Warning Indicators: Looking Sooner for Signs of Distress 105 7 Best Practices of the Best Dealmakers Establishing a Successful Team 105 I. Analyze Existing Business and Partners 105 II. Establish a Dedicated Internal Turnaround Team 106 III. Determine Which Outside Advisors You Need 107 Identifying Problems and Solutions 108 Evaluating Turnaround Strategies 109 ■ Conclusion 110 Deal Notes: Avoiding Potential Detours on the Road to Recovery: The Very Real Impact of Conflicts of Interest 111 ■ Section 2: The Road to Recovery - Mastering the Art of Distressed Investing 115 Deal Notes: Creditor Committees and Other Influential Parties 116 The Distressed Investing Landscape (The Players) 117 Sources of Distress Opportunities 118 What Investors Need to Know About Distressed Investing 119 • Financial and Operational Considerations 119 • Deeper Due Diligence to Identify the Right Targets 120 • Additional Considerations for Cross-border Targets 122 Investment Strategies of Successful Distressed Investors 123 • Focus on Gaining a Controlling Interest 124 • Uncover Value in Industries in Decline 124 • Identify Opportunities in Transformations 125 • Deal Notes: Capitalizing on an Industry Undergoing Transformation Pays Big Dividends 125 • Focus on the Market Segment with Limited Access to Refinancing 126 • Identify Assets That Can Be “Carved Out” 126 Structuring the Deal 127 • Plan for a Successful Turnaround to Drive the Greatest Value 127 • Define the Exit Strategy Upfront 128 ■ Conclusion 128 8 Best Practices of the Best Dealmakers PREFACE “The Best Practices of the Best Dealmakers” is a joint venture between Merrill DataSite® and the M&A Advisor, built on the shared aspiration to explore the finest methodology behind successful dealmaking, coupled with the intention of approaching the subject directly, sourcing insight and expertise from those who close the deals. Merrill DataSite® has spent many years supporting the best practices of the M&A industry. Having gained knowledge through experience, we position ourselves as a partner and educator to the industry and those within it. We produce and share academic white papers and how-to guides with our customers in mind to keep them informed of industry trends while offering practical instruction on how to overcome challenges within the market. The M&A Advisor, our partner in this endeavor, works to recognize and promote the achievements of the best deal teams, firms and dealmakers in the industry. As an award-winning service ourselves, it seemed a natural extension to collaborate on setting forth the principles of successful dealmaking and to share that information broadly in a comprehensive guide. Although there are many textbooks that discuss dealmaking from an academic perspective and there are many books written by the titans in this industry, there are none that simply relate to the tried-and-true methodologies of the many people who are successful in this business day-to-day. Our goal is to provide M&A professionals with an essential and timeless dealmaking reference tool. The result is this series, which chapter by chapter confronts key dealmaking challenges and explores successful methodology weaved together with crucial advice from expert practitioners along with examples of both failed and successful mergers and acquisitions. We are deeply indebted to the numerous colleagues and peers who provided invaluable guidance, input and hard work to make this book possible. We would like to thank Roger Aguinaldo and David Fergusson of the M&A Advisor for having the foresight to realize the value of this endeavor and for sharing their resources, contacts and knowledge throughout this project. We would like to recognize
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