Mr Chicles is an approved Certified Learning Provider (CLP) at Appleton Greene who is a business leader and strategist with broad experience in the global multi-industrial, aerospace and defense sectors. He is a seasoned operational leader of global industrial businesses, leading transformational strategies in highly competitive markets.
As a senior, C-suite strategist for multiple major industrial corporations he has led multiple mergers, acquisitions, divestitures and restructurings, as well as corporate break-ups and spin-offs. He has a distinguished track record of successful transformations of complex organizations in dynamic and uncertain market conditions while engendering the trust and buy-in of employees, customers, vendors, owners, corporate leadership and boards of directors.
A highly engaged leader at the personal and team level he has demonstrated the ability to engender effective senior teams and boards. He’s also an active mentor, teacher and community leader.
Mr Chicles is an active board member with AES Seals, global leader in sustainable reliability engineering, and Micro Technologies Inc, an electronics and advanced manufacturing company. He is a principal partner with ProOrbis Enterprises®, a management science consultancy with premier clients such as the US Navy and PwC, as well as the principal of Xiphos Associates™, a management and M&A advisory. Recently, he served as Board Director and Chairman of Global Business Development with Hydro Inc. the largest independent pump and flow systems engineering services provider in the world.
He was President of ITT’s Industrial Process / Goulds Pumps business segment a global manufacturer of industrial pumps, valves, monitoring and control systems, and aftermarket services for numerous industries with $1.2 billion in revenue, 3,500 employees and 34 facilities in 17 countries. Preceding this role he served as Executive Vice President of ITT Corporation overseeing the creation of a newly conceived ITT Inc. following the break-up of the former ITT Corporation to establish its strategy and corporate functions such as HR, communications, IT and M&A, building the capabilities, policies and organizations for each.
He joined ITT Corporation’s executive committee as its strategy chief in 2006 and instituted disciplined strategic planning processes and developed robust acquisition pipelines to respond to rapidly changing markets. Created successful spin-offs of 2 new public corporations Exelis Inc. and Xylem Inc. ITT Corporation was named one of “America’s Most Respected Corporations” by Forbes for exemplary management and performance during his tenure there.
Before joining ITT, Mr Chicles served as Vice President of Corporate Business Development and head of mergers and acquisitions for American Standard / Trane Companies, where he initiated and closed numerous transactions and equity restructurings globally.
Additionally, he created and led the corporate real estate function which entailed more than 275 real estate transactions around the world.
He began his career at Owens Corning rising through the ranks in various operational roles to Vice President of Corporate Development.
Recently, he taught advanced enterprise strategy at Stevens Institute of Technology as an adjunct professor and still supports start-ups through the Stevens Venture Center. He continues to be active as the Founding Board Member with several successful start-up technology businesses and non-profit organizations. A community leader, Mr Chicles has held the role of President of the Greek Orthodox Cathedral in Tenafly, N.J., He also led trips abroad to Cambodia and Costa Rica to build sustainable clean-water solutions and affordable housing.
His formal education includes earning a Masters of Business Administration from The Wharton School at the University of Pennsylvania, and a Bachelors in Finance from Miami University.
To request further information about Mr. Chicles through Appleton Greene, please Click Here.
Appleton Greene corporate training programs are all process-driven. They are used as vehicles to implement tangible business processes within clients’ organizations, together with training, support and facilitation during the use of these processes. Corporate training programs are therefore implemented over a sustainable period of time, that is to say, between 1 year (incorporating 12 monthly workshops), and 4 years (incorporating 48 monthly workshops). Your program information guide will specify how long each program takes to complete. Each monthly workshop takes 6 hours to implement and can be undertaken either on the client’s premises, an Appleton Greene serviced office, or online via the internet. This enables clients to implement each part of their business process, before moving onto the next stage of the program and enables employees to plan their study time around their current work commitments. The result is far greater program benefit, over a more sustainable period of time and a significantly improved return on investment.
Appleton Greene uses standard and bespoke corporate training programs as vessels to transfer business process improvement knowledge into the heart of our clients’ organizations. Each individual program focuses upon the implementation of a specific business process, which enables clients to easily quantify their return on investment. There are hundreds of established Appleton Greene corporate training products now available to clients within customer services, e-business, finance, globalization, human resources, information technology, legal, management, marketing and production. It does not matter whether a client’s employees are located within one office, or an unlimited number of international offices, we can still bring them together to learn and implement specific business processes collectively. Our approach to global localization enables us to provide clients with a truly international service with that all important personal touch. Appleton Greene corporate training programs can be provided virtually or locally and they are all unique in that they individually focus upon a specific business function. All (CLP) programs are implemented over a sustainable period of time, usually between 1-4 years, incorporating 12-48 monthly workshops and professional support is consistently provided during this time by qualified learning providers and where appropriate, by Accredited Consultants.
In today’s context of changing markets, technologies and business models, and in conjunction with historic levels of available capital, acquisitive growth has emerged as an increasingly compelling approach to transformational growth. However, as has been empirically proven growth through acquisitions is fraught with pitfalls and inherently risky. Successfully acquisitive growth requires the confluence of many factors that go beyond the traditional phased steps of a typical process. In my experience success is a function of bringing together the elements of people, processes, and technologies into a set of capabilities that are custom-made for an organization’s particular strengths, circumstances and aspirations. Winning in today’s dynamic markets demands bold, unique and sustainable strategies. The following are the stages of such an approach that I have found to create high probability, profitable growth that stands the test of time.
Additionally, while the M&A industry has many advisors available, they tend not to be operating executives who have lived through all the elements I will lay out below. Many simplistic guidelines exist, however what its clear is that the difference between success and failure with acquisitive growth is not in rote adherence to some set of processes, rather it is found in the combination of process discipline and strong application of experiential, practical knowhow. The nature of this knowhow is to apply and allocate the elements below in a smart, efficient manner to achieve exemplary outcomes for the specific client’s unique situation and circumstances.
Strategy Development: Whether at the corporate level or in a specific business unit, clients would be taken through steps to clarify the markets and segments where they currently compete and where they want to go in the future, what differentiates them from competition, where capabilities need to be refined or built, and the various functional elements (e.g. systems, processes, structures, etc.) critical to sustain profitable growth. Approach would be a combination of review of current strategies/capabilities, interviews and facilitated discussions and structured workshops. Outcomes might be a strategy to bring a particular business into a new growth phase or to meet changing competitive environments, or at the enterprise level might entail “platform building” whereby new businesses, sectors or legs are build from the ground up through foundational initial acquisitions and subsequent organic and inorganic initiatives.
Market Focus: Where will we hunt for acquisition targets? If a company allows too-wide of a scope will find themselves suffering from expensive resource drains/distractions and/or dilute efforts. Therefore, following the alignment of enterprise/business strategies the process will seek to focus the market segments and the business criteria to qualify a company to be elevated to possible target.
Research Possible Targets: Simply put, take the descriptions and criteria from above and create lists of potential targets that might fit. Each such company is researched for available information, any currently available knowledge the client might have, etc. Output is a gross list of possible targets.
Target Approach: Utilizing a number of possible approaches, one that is appropriate for the client is determined. For example, some companies may have business development or sales teams who could participate in this stage, or on the other hand for reasons such as confidentiality, resource scarcity, etc this might need to be put into the hands of specific individuals (senior executives, dedicated M&A executives, 3rd party services, etc.). Each company is different, so this is an exercise of matching needs with capabilities. The objective is to screen the gross target list to elminate those who have “killer facts” such as big contingent liabilities, prohibitive complexity such as a company with a complex ownership structure, our any other aspects that renders a target not acceptable for the next step.
Cultivation: This is a very critical part of the overall process. The essence of this authentic, genuine and meaningful relationship-buidling which requires a combination of individuals with certain skill-sets to ‘sell’ the prospects on being acquired, patience and persistence. I have many approaches, processes and techniques that I have and continue to use to great effect in this regard. Output is a short list of interested targets who have moved to active discussions and in-person meetings.
Target Assessment: During the cultivation phase as it gets more advanced, a critical success factor for effective acquisitive growth is the ability to narrow the list with limited amounts of information. This is important because the next phase is quite intensive so any company can not practically thoroughly assess all such targets. In other words, how does a client gain the insights needed to do this? Some might consider this the ‘phase I due diligence’ whereby, prior to the engagement of expensive resources such as lawyers, accountants, etc., an overview of a target’s current status is determined. Through structured and open discussions, the client engages in discussions with the targets to learn as much as possible..
Preliminary Offer: Structuring of a term sheet or letter of intent based on finding to date. Depending on these findings, certain terms may be included to lay out a) value expectations; b) focus for due diligences and commitment to support it; and c) various legal terms typical for these agreements. This tend to be non-binding agreements meant to establish exclusivity of dealings for a period of time, high level terms that both parties agree to, and confidentiality. Given my background, I have the abilility to craft these documents with minimal legal cost.
Due Diligence: This is yet another element of acquisitions that can take several different forms. Depending on the situation and capabilities of both clients and targets, due diligence activites tend to have different scopes and approaches that match each particular circumstance. A simple example would be a private company target versus a public company. With the latter, sellers often limit potential acquirers to only publicly available information whereas private companies may have limited information at their disposal. Therefore, each approach must be designed for purpose, with the output being a customized plan for a particular target. This leads to both more efficient and cost effective processes as well as deeper insights to help with final decisions.
Deal Making: After the due diligence phase, and with a set of terms already agreed, the negotiations begin to finalized the terms of value, liabilities and the myriad legal and busses considerations that must be addressed and finalized. Whether as chief negotiator or as a trusted advisor to the same, I would bring my experience and talent to bear on this phase as well as some structured approaches/guidelines.
Integration Planning: Concurrent with the commencement of due diligence, full attention is required to determine the structure, resources, plans and teams for post-closing integration. Specific approaches and processes would be employed here to ensure that a proper integration leader is named (critical), robust but prioritized integration plans (e.g. IT and Finance integration might be a first priority for some companies), organizational and assimilation plans, and specific actions in several other area. Among the more difficult and critical elements of integration is culture. While culture is a key consideration in the pre-offer phases, it tends to be among the more challenging aspects to successful acquisitions and an area where experience from a career of hands-on accountability of acquisitions brings valuable insights. Several pro-active approaches can be introduced to the clients to determine which is best to employ with any particular integration.
Execution: From plans to execution requires much more than a roadmap. While such roadmaps are critical, it is the confluence of leadership and human capital, prioritized focused actions to achieve specific results, and finally sustainable integration to bring into the client’s company the full potential of the value creation possible. Tools exist and can be created to provide structure and management support to achieve this consistently.
Important And Strategic Elements Of A Growth By Acquisition Approach
This program has thus far concentrated on the role that acquisition strategies play in driving growth.
However, this assumes that the acquisitions are carried out properly on its own. Experience has shown that acquisitions may both produce and destroy value, with the execution of the transaction typically making the difference.
The following are crucial and strategic elements that support successful acquisitions:
• Considering strategic fit: Purchasing merely for the sake of purchasing is little more than management hubris. The target businesses should in some manner meet the needs of the buyer’s company strategy (i.e. product or service line, geographic reach, etc.).
• Addressing culture fit: Due to cultural mismatches between the two merging organizations, some of the largest mergers in history have failed. It is important to take into account a company’s culture because it directly affects how it creates value.
• Doing thorough due diligence: This guarantees that the buyer “looks beneath the hood” of the company they are buying and that the price they are looking to pay for the company reflects its intrinsic value.
• Integration: Even when the share purchase agreement’s ink dries, the deal is not finalized. The two businesses must now start an integration process to ensure that they grow into something greater than the sum of their individual parts.
Advantages Of Growth Acquisition
10 advantages of expanding your company through acquisition
If you’re deciding whether to enter into an acquisition contract, you might wish to take into account the following list of acquisition benefits:
1. Strengthens a failing business
The company you work for might be going through a period of underperformance, and an acquisition might be the answer. The ability to work together as a team rather than alone may be a key factor in the business’ success. As you get to share resources with the company you’re merging with, this can assist keep the business from failing.
2. Secure financing for growth
By making an acquisition, a company might gain access to money or other important assets that it might not otherwise have at its disposal. You can easily acquire these assets with the aid of an acquisition. The firm and its employees may benefit from collaborating with a company that has sufficient resources because the development of the enterprise is the ultimate objective.
3. Have access to skilled personnel of high caliber
An acquisition can aid in boosting both the amount and quality of employees who are knowledgeable about the demands of the company. The experienced staff often stays on the firm payroll after an acquisition is completed so they can integrate. Their business acumen contributes to the companies’ success after the merger.
4. Expand the company’s market.
The corporation may diversify its offerings of goods and services as a result of the acquisition. You can make a variety of goods and distribute them to various target consumers. An acquisition often aids in a company’s development and growth.
5. Increase market influence
When you enter a new market, making an acquisition might help you combine market forces and exercise control. The synergy it offers increases your market presence and market share. If you plan to establish branches or subsidiary businesses, an acquisition may assist you lessen competition and preserve market dominance.
6. Make sure more capital is available.
Because the company is now larger after an acquisition, access to cash is improved. Higher cash and funds are available and accessible as a result of the arrangement. Amountable capital may be extended to both companies according on the agreement the companies come to when making the purchase.
7. A decrease in training expenses
Through an acquisition, your company may be able to cut internal training costs by using resources from the other acquired company. The cost of employee training is not necessary if the acquired firm develops its resources. You can use the company’s resources, depending on their state of development, to train other employees so they can develop their skill set.
8. Boost the competitiveness of your business
A purchase can take care of the requirement to adhere to higher standards as a result of the development in technical advancements. By joining forces with a smaller company that possesses the required technologies, a larger corporation can maintain its competitive position. Long-term gains from this may accrue to both businesses.
9. Lower production expenses
If you can use another company’s production facilities, facilities, and storage space, merging with them can save your production expenses. Building these kinds of facilities can be expensive, but if the business expands, it might be necessary. Sharing resources could significantly affect the budget and production costs.
10. Enable you to fulfill stakeholder expectations
Stakeholders could have expectations for the company’s growth, and making an acquisition is an effective strategy to achieve such expectations. An purchase increases the likelihood of investment returns, which may gratify the stakeholders. The pressure from the stakeholders can be handled more easily by making an acquisition, and you can even surpass their expectations.
What To Watch Out For During The Entire Acquisition Growth Process
Investigating less evident problems within the target company is the goal of the due diligence procedure.
This ranges from contracts with sizable clients that are about to expire to potential legal proceedings resulting from past business decisions.
But there are a few things that the buyer should watch out for on a more strategic level.
They consist of the following:
• Culture: Even if this phrase keeps coming up, it is crucial to the success of M&As. The culture of the target company should be thoroughly researched by prospective buyers in order to have a sense of what they are getting into.
• Competitive Edge: Is the target company “plain vanilla” or does it engage in any activities that offer it a competitive advantage (which we’ll define as the capacity to produce above-market value over the long term)?
• Leadership: Would the target company’s leadership complement your own leadership team in a positive way? Spend some time with them while conducting your research to see whether this might be the case.
• Possibilities: Are there any prospects that the target firm can take advantage of that your business won’t be able to in the near future? Let’s say it’s because of a service or product line they offer that is expected to see rapid expansion.
• Synergies: Where do your two companies’ synergies lie? Are they really complementary, or does purchasing the target company actually run the danger of causing some of your company’s income streams to be cannibalized?
The following list represents the Key Program Objectives (KPO) for the Appleton Greene Acquisitive Growth corporate training program.
Acquisitive Growth – Part 1- Year 1
- Part 1 Month 1 Business Assessment – There are several factors to consider when deciding to buy an existing business. Not making assessments of the business prior to a business acquisition is starting off on the wrong foot. A hasty decision won’t lead to success. It is wise to plan when purchasing an existing business. When you buy an existing business, you’re buying the owner’s assets, stock and customer loyalty. This trading record can help you get financing. But the departure of the previous owner can also have a negative effect, so previous takings aren’t guaranteed. The business might also: Owe staff entitlements such as long service leave, have a bad image that’s difficult to change, be overpriced or not easy to transfer, have inadequate or old premises, plant or equipment, or be leased from a landlord who isn’t willing to reassign the existing lease with its current entitlements. The best way to avoid being caught out by these is to do proper research.
- Part 1 Month 2 Strategic Aspiration – Unless you deliberately set out to win, it is impossible to do so. A business that only wants to participate rather than succeed will invariably fall short of making the difficult decisions and large investments necessary to succeed. Aspirations that are too modest rather than lofty are much more harmful. Most businesses fail because they have low expectations.
- Part 1 Month 3 Segment Focus – Given ‘gap’ comparing #1 versus #2, what segments will be the focus for acquisitive growth?
- Part 1 Month 4 Targeted Offerings – Everything the market offers, be it products or services or any experience, is known as a market offering. Market offerings are also divided among themselves based on the nature of the offering. Read along to understand the role and value of market offerings. Individuals within a market have different wants and needs. As a result, businesses in the market offer various products and services. The ultimate aim of businesses is to fulfill all the varying wants and needs of the population. Providing better target offerings and standing out in the market will eventually lead to more loyal customers and a broader customer base. People expect businesses to add value to their lives in various ways, precisely the purpose of market offerings – satisfying customer needs.
- Part 1 Month 5 Target Pool – When marketing products, it’s important to understand the target market for the service or good. Understanding who’s buying your products and where they live is essential to a method of market research called target profiling. Learning more about how to gather data about your primary audience through target profiling can help you market more effectively to your customers. Target profiling is the process of understanding the relationship between a product and its target customers. Understanding a target profile entails analyzing where, when and why a customer buys your product. Your target profile encompasses the target audience, helping you encapsulate who responds positively to your products, services and advertisements. It describes their most notable characteristics, such as their age, gender, location and interests. With a well-developed customer profile, a marketing team can more effectively understand its target audience, creating more personalized advertisements for both groups of customers and individual profiles.
- Part 1 Month 6 Target Identification – Utilizing a number of possible approaches, one that is appropriate for the client is determined. For example, some companies may have business development or sales teams who could participate in this stage, or on the other hand for reasons such as confidentiality, resource scarcity, etc this might need to be put into the hands of specific individuals (senior executives, dedicated M&A executives, 3rd party services, etc.). Each company is different, so this is an exercise of matching needs with capabilities. The objective is to screen the gross target list to elminate those who have “killer facts” such as big contingent liabilities, prohibitive complexity such as a company with a complex ownership structure, our any other aspects that renders a target not acceptable for the next step.
- Part 1 Month 7 Target Approach – All business investors are “financial” investors – the real question is how “strategic” is their ability to leverage the assets of the target. Providing practical guidance on approaching a business target and conducting initial due diligence depends on the investor’s criterion, competencies, and execution bandwidth. At this point, you will have identified a target or group of targets and you are attempting to learn enough about the target to determine whether to proceed with developing a meaningful indication of interest. Of course, an active seller is likely prepared for the sale process and represented by an advisor who is postured to provide the financial and operating information necessary for investors to quickly determine the suitability of a deal (i.e., a pitchbook and defined protocols for communication and information access). However, many desirable targets may not be seeking a sale because business conditions are favorable, and their businesses have been managed to provide options to the owners regarding continued independence and turn-key ownership and management succession. If the former, you, as a prospective buyer may have already pinged on the radar of the seller, and if the later, you have mined for target opportunities and are ready for the next step to accomplish an acquisition.
- Part 1 Month 8 Deal Approach – The M&A landscape is becoming increasingly competitive and the balance of power is shifting further in favour of buyers. For attractive businesses, however, sellers may wish to make divestments through an auction process which is designed to elicit competitive bidding among interested parties to facilitate the sale of a business or stake in a company at the highest price and on the best possible terms. Not all transactions require collaboration between the buyer and the seller, however. In many instances, an auction is still a better approach than a negotiation. The trick is in knowing which process to use when. To make that choice, you need to clearly understand your potential buyers, the characteristics of the asset in question, your own priorities, and the relative importance of speed and transparency to obtaining the best price.
- Part 1 Month 9 Cultivation – (non-auction)
- Part 1 Month 10 Cultivation – (organized process)
- Part 1 Month 11 Confirm Target – Assuming initial contact and conversations go well, the acquirer asks the target company to provide substantial information (current financials, etc.) that will enable the acquirer to further evaluate the target, both as a business on its own and as a suitable acquisition target. After producing several valuation models of the target company, the acquirer should have sufficient information to enable it to construct a reasonable offer; Once the initial offer has been presented, the two companies can negotiate terms in more detail.
- Part 1 Month 12 Talent Assessment – Talent decisions can be made with less precision, discipline, and data but frequently require more complexity than other integration decisions (such as decisions about goods, markets, or customers). M&A leaders must “up their game” in talent assessment if they want to succeed. In the end, the acquirer must decide if current employees from the target (the acquired company) are the most qualified to carry out the goals of the new organization.
Acquisitive Growth – Part 2- Year 2
- Part 2 Month 1 Talent Strategy – There are numerous tactics available for talent acquisition. But not every organization benefits from every method or strategy. When developing your strategy, consider the following factors: industry, size, development trajectory, types of positions, leadership, and more.
- Part 2 Month 2 Integration Strategy – The process of integrating a buyer and seller to the extent required to realize the anticipated benefits from a merger or acquisition is known as an M&A integration. An M&A integration plan outlines the merger’s goals, top priorities, performance indicators, non-negotiables, and scope.Getting agreement among your leaders on the integration strategy is the first stage in an M&A integration. At least two to three months before the deal closes, they should make it clear.
- Part 2 Month 3 Business Plan – Lack of a business strategy before an acquisition is one of the main mistakes that many M&A practitioners make. When considering an M&A, the business strategy is a vital resource. It provides comfort to those funding the deal that the reasoning behind it is sound and that the decision to acquire is not being made on a whim, as well as a roadmap for what you’re looking for in a business acquisition.
- Part 2 Month 4 First 90-Day Plan – HR must be quick and efficient when acquisition is at the core of a company’s growth strategy. The first 90 days are crucial for the organisation’s long-term performance as well as for the retention of individual employees. We can win hearts and minds by day 90 and have a better probability of them becoming productive team members if we have a robust acquisition plan.
- Part 2 Month 5 Valuation – One of the biggest challenges in negotiating a business acquisition is typically price haggling. The intricacy of business valuation makes this more challenging because a fair value cannot be determined without thoroughly examining the company’s financial data, sales trends, customer and supplier base, and many other factors.
- Part 2 Month 6 Synergy Analysis – A significant driver of value in M&A transactions is the potential for establishing synergies. A synergy is the idea that two businesses might be valued more highly when united than when valued separately. Knowing the possible synergies in an M&A transaction is crucial to any agreement, for both the buyer and the seller.
- Part 2 Month 7 Due Diligence (Foundational – Foundational due diligence is an organization’s baseline due diligence requirements that they must have on file for every vendor relationship, regardless of risk level, in order to do business with them. With origins in the private-sector world of business and finance, the term “due diligence” refers to the process through which an investor (or funder) researches an organization’s financial and organizational health to guide an investment (or grantmaking) decision. The decision to fund or not to fund is based upon a balance of objective data analysis, insight into the general state of organizational health and stability, and intuition. A sound and thorough due diligence review is the process through which all the factors that make up that equation are uncovered and understood. It is the process in which a program officer seeks the “truth” about an organization. Foundation program officers are faced with multiple challenges in assessing whether to recommend a grant to their board or decision-making committee. First, they must ascertain whether and to what extent the proposed activity coincides with the foundation’s guidelines and priorities. Next, they must assess the worth of the proposed activity itself — does it advance the fi eld, provide needed services or generate new learning? If the proposal survives this initial scrutiny, it must then be weighed for its relative merits beside many other worthy proposals. This process requires a great deal of skill and sensitivity. Due diligence protects a foundation’s investments and reputation and advances its mission and overall strategy.
- Part 2 Month 8 Due Diligence (Business Plan) – When you receive a proposal on your desk, the first step of proposal review is generally a consideration of the alignment of the applicant organization and proposed project with your foundation’s guidelines and interests. If this initial review is positive, due diligence typically commences with broad research and information gathering to provide a good understanding of the organization, how it fits into the field and the way in which this project will advance your foundation’s strategy. You might also contact colleagues for their view of the organization and its work. Then, you move on to get to know the applicant on a deeper level, including interviews with some combination of the executive director, board chair, other board members and staff members key to the proposed project. Each of these activities is covered in depth in this tool.
- Part 2 Month 9 Deal-Making (Direct Negotiation) – Direct negotiations are a deal making process in which an agency may contact a single contractor of its choice to submit a quote or tender without having first gone through a genuine competitive process.
A variation to an existing contract can also be a direct negotiation. Bargaining between buyer and contractor is a critical element of the process. The objective is to reach agreement on all terms and conditions and to obtain the goods and services at a price that is fair and reasonable to both the contractor and the agency. Direct negotiations are not intended to avoid competition or to discriminate against any organization and must be conducted in a manner consistent with the standards of behavior and requirements. A suitable assessment, based on comprehensive knowledge gained through specific market research, will need to be made to justify direct negotiation.
- Part 2 Month 10 Deal-Making (Auctions) – Many (if not most) complex deals between buyers and sellers—from home sales to purchasing auctions to corporate mergers—qualify as auction deal making. Deal making (auctions) give sellers the opportunity to avoid making the difficult tradeoffs of traditional negotiations or auctions— competition versus value creation, for example, or many versus few bidders. In fact, sellers can take the best of both worlds— negotiations and auctions—to ensure they get a great deal. Auction deals have the following features: 1. One-on-one negotiations. At some stage of the deal making process, the seller engages one or more buyers in private discussions about the asset on the table. 2. One or more rounds of bidding. The seller also pits potential buyers against one another in an auction. 3. Several, but not too many, potential buyers. Deal making at auctions need enough parties to spark an auction but not so many that one-on-one negotiation would be difficult for the seller to manage. 4. Process ambiguity. In a traditional auction, the seller determines the process (whether there will be a single round of bidding or multiple rounds, for instance), and buyers are passive participants. In auction deal making, by contrast, the process is up for grabs. Buyers can try to shape the process to their advantage, as in the case of an auction contestant who approaches a seller about negotiating privately to move beyond the single issue of price. In general, whether you are the process setter or a bidder in an auction that has features of a negotiation, don’t assume that the rules are set in stone. Instead, change the game by thinking about how you can influence the rules, parties, and assets to your advantage.
- Part 2 Month 11 Documentation – The paperwork phase of a merger or acquisition is crucial. It might be regarded as the merger and acquisition process’s soul. With due diligence complete, parties make the final decisions on moving forward to execute the transaction. For legal teams, this comes with several responsibilities. Corporate or pre-clearance filings must be made in advance of the closing date. These include merger filings, amendments, ordering of good standings, or issuance of bring-down letters.
- Part 2 Month 12 Communications – An increase in M&A activity indicates a potential deal for entrepreneurs, business owners, and C-suite executives. In the event that a tempting deal is successful, it would be advisable to view an employee communication plan as a crucial component.
It’s challenging to make this kind of acquisition successful. Seven fundamental operating principles are used by profitable corporate and financial purchasers, according to research. Almost all phases of the acquisition process, from the selection of candidates through post-merger management, are impacted by these ideas.
• Insist on cutting-edge operating tactics.
• If you can’t identify the leader, don’t make the deal.
• Provide top executives with significant incentives.
• Connect pay to variations in cash flow.
• Accelerate the rate of change.
• Encourage lively interactions between the board, managers, and owners.
• Employ the top acquirers.
Insist On Cutting-Edge Operating Tactics
High-profile leveraged buyouts like those of Duracell International, Uniroyal, and RJR Nabisco have garnered a lot of attention since the early 1980s. Prices, clever financial arrangements, and bargaining strategies have received a lot of attention. However, the other 2,200+ buyouts that took place during that time period and the fundamental changes in operational procedures that led to profitable outcomes for many of those businesses have received little attention. Although many observers think that LBO enterprises find hidden treasures in the market, more often than not, they only concentrate on enhancing operations.
Two acquisitions, Sunglass Hut International and Snapple Beverage Corporation, show that operating performance—rather than financial leverage, market timing, or industry selection—is the main driver of value creation in successful acquisitions.
Desai Capital focused on accelerating sales growth and developed a new strategy to achieve so when it acquired Sunglass Hut. By acquiring smaller stores in turn and introducing a new store model, Sunglass Hut has expanded from 150 locations to more than 800 since the initial acquisition in 1988. This growth has led to an astounding 37% yearly return. The business introduced a broad product selection rather than depending on two or three popular lines, replaced clerks with limited knowledge of sunglasses with educated customer-service specialists, and implemented a low-cost regional approach.
Another illustration of operating improvements is the 1992 purchase of Snapple by renowned financial acquirer Thomas H. Lee Company. Snapple launched an aggressive growth strategy based on quick global expansion and product range extensions shortly after the takeover. The business immediately established its production and distribution network since it anticipated that rivals will soon release their own natural teas and fruit juices. It entered into contractual agreements with bottling and distribution businesses that had excess production capacity, allowing it to launch its product one year before major rivals like Fruitopia (from the Minute Maid division of Coca-Cola Company) and achieve a competitive advantage.
As the Snapple case demonstrates, innovative operating methods help acquirers succeed in fiercely competitive markets like the American food and beverage sector. The takeaway: Don’t limit your search for success to high-growing industries.
If You Can’t Identify The Leader, Don’t Make The Deal
Acquirers make sure they have the correct managers by employing three different strategies: they assess their current executives, search within the firm for managers who are not yet in leadership roles, and engage outside industry experts.
85% of preacquisition managers are retained in their roles. Other times, successful acquirers have discovered leaders elsewhere in the organization—leaders who hadn’t yet had the chance to put their vision into action. Middle management at General Instrument was where Forstmann Little & Company found strong leaders, who went on to add more than $3 billion in value over the last three years.
Successful acquirers frequently discover excellent performers at major firms when they search for outside industry expertise. For instance, after Wassall acquired General Cable Corporation in 1994, Stephen Rabinowitz, who had a strong track record as president of General Electric Lighting and later as vice president of AlliedSignal Braking Systems, was brought in to bring the company around. A supplier of copper wire cables, General Cable had drawn the attention of numerous prospective buyers, but few understood how to turn a profit. Wassall staked his money on Rabinowitz’s ability to turn around General Cable by purchasing the company. After the acquisition, Rabinowitz drastically lowered working capital, revamped the company’s numerous computer systems, and slashed more than 30% of its product offerings. The gamble paid off within 18 months.
However, effective acquirers don’t think twice about replacing managers when financial goals aren’t attained. The patience of financial buyers is lower than that of corporate acquirers. Three years after the acquisition by financial buyers in 32% of the cases, one or more top-level managers had been removed. Less than 10% of managers in corporate acquisitions were removed within three years. Why are corporate and financial buyers treated differently? It can be due to the greater obstacles put in place by financial bidders or the unwillingness of corporate acquirers to remove managers and upend a company’s culture.
People who are hesitant to fire managers might learn something from Thomas H. Lee. In 1988, the business orchestrated the management buyout of Diet Center. Former managing director Steven Segal, who is currently the managing director of J.W. Childs Associates, recalls, “We recognized management was inadequate, but we thought we could repair it. Jenny Craig was primarily an Australian food firm at the time of the Diet Center acquisition, and Nutri-System was recently coming out of bankruptcy. At first, neither posed a significant threat to Diet Center, but they quickly developed into formidable rivals. Diet Center’s managers stumbled when the going became tough.
Provide Top Executives With Significant Incentives
Since it’s crucial to hire and retain the best management, many successful acquirers provide senior executives sizeable ownership stakes (often 10% to 20%). Those managers could become billionaires if everything goes according to plan. Why are the carrots so large? “Managers are more dedicated to undertaking the onerous work of restructuring, growing, and otherwise correcting an acquisition when some or all of their net worth is on the line,” said B. Charles Ames, a partner at Clayton, Dubilier & Rice. It takes a lot of dedication and work to generate annual returns above 35%, as these managers must.
When hiring new managers for a company, incentives are extremely crucial. In that circumstance, there frequently needs to be a large upside potential to lure top executives away from secure and low-risk positions. According to prior research on buyouts, CEOs of acquired companies typically control 6.4% of their unit’s equity, compared to only.25% for the typical CEO of a publicly traded company.
In the majority of the situation, CEOs are required to buy enough stock to make up a sizable portion of their net worth. These substantial investments are frequently referred to as “pain equity” as a means of guaranteeing that managers cannot afford to fail. Acquirers may provide a loan or a discount if an executive is unable to purchase the shares.
Some managers are required to put a sizeable portion of their wealth at risk. “Pain equity” refers to this.
The question of whether public corporations ought to adhere to these policies has sparked a significant debate. Some claim that because shareholders monitor executive pay to ensure that it is “reasonable,” public companies cannot offer large ownership stakes to individual managers. However, the best acquirers in our aren’t afraid to make top managers wealthy if their companies generate outstanding returns. In fact, approximately 60% of corporate acquirers give managers the opportunity to amass wealth unmatched by anyone in their sector.