We've all read plenty of columns about the pros and cons of buying or selling a business. Without exception, the articles provide the point of viewof onlythe buyer or the seller. This column will explore both sides.
My firm has been on a mini-buying spree of late. In just three years, Peppercomm has bought an interactive digital firm, a financial service/investor relations specialist, and a luxury goods/nonprofit boutique. So in effect, we're still in the process of integrating what three years ago was four separate firms. It's been a wild roller coaster ride for sure.
But it's also an executive education in best and worst practices that I want to share with Inc. readers. Rather than provide my just myviewpoint, I spoke with Janine Gordon, president of JGAPeppercomm, the luxury goods/non-profit boutique (formerly known as JGA Associates) we acquired a few months back, as well as my co-founder, Edward A. Moed, who, truth be told, really orchestrated these transactions.
My request was simple. I asked Janine and Ed to provide Inc. readers with the unvarnished truth from both sides of the JGA Associates acquisition in six key areas:
1.) The dating period that comes beforethe sale.
2.) The importance of shared values.
3.) Is a partnership of equals possible?
4.) The importance of each firm's industry reputation.
5.) The synergies of each firm's core capabilities.
6.) The human factor.
One quick note before proceeding: Peppercomm is a far larger entity with some $18 million in billings and 110 employees. At the time we purchased JGA Associates, Janine's firm posted $1.1 million in billings and employed 12 people.
So, here goes:
1. The dating period
Janine: "It was critical that we find a buyer whose corporate values and culture were aligned with ours. We put our employees first, and there are quite a few firms in our sector that churn and burn their workers. We wanted to avoid that at all costs."
Ed: "It was so important that we found a partner who had the same beliefs in how to do business, what type of culture was important to make our marriage work, and that our goals moving forward in building the newly-combined business were completely aligned. The third point might have been most important to future success. If those goals weren't aligned, I knew this wouldn't succeed."
2. The importance of shared values
Janine: "We've always been an open book. We shared financials with employees and made sure they knew when times were good and when it appeared the sky was about to fall. Full transparency was critically important to us. If the buyer kept my employees in the dark, I knew our key people would walk."
Ed: "We've always run a highly structured, profitably sound company. At the same time, we are extremely flexible to allow for new hires, added resources, and entirely new entities to join Peppercomm so that we can be first to market and catch a trend while it is still on its way up. Any partner that we selected needed to fit into these standards or I knew we'd have problems. It was nice to see that even for a small company, JGA had a very similar operating style--easy to understand, yet well-structured finances, operations, and administrative systems. Yet JGA also had the ability to add and subtract resources when needed, based on growth or downturns in the market. That flexibility has worked out nicely within our combined entity."
3. A partnership of equals
Janine: "I've been in the PR industry for many years and have seen countless acquisitions go south precisely because the buyer immediately begins treating the seller as a second-class citizen as soon as the deal is consummated. I needed assurances that we would be treated and respected as full and equal partners by anybuyer."
Ed: "The only way for a seller to feel completely comfortable is if she fully understands and appreciates that we are acquiring her firm to have a real voice, make major contributions, and teach our employees new ways of thinking and working. In that way, two plus two equals six, and maximizes a real partnership of equals."
4. Industry reputation
Janine: "Ours is a relatively small industry and the key players know which firms have great and not-so-great reputations for producing quality work and maintaining great workplaces. The last thing in the world I wanted to hear was, "My god, Janine. You sold to the ABC Company? What were you thinking?"
Ed: "I only called Janine after speaking with numerous industry sources who verified what a wonderful reputation JGA had. I didn't know much about JGA before calling her, so feeling comfortable that her firm's reputation was sterling was important before even setting up an initial meeting. I'd advise Inc. readers to check trusted third-party references before sitting down for even an exploratory meeting."
Janine: "We specialize in two core areas, period. As a result, we wanted to make sure that those two areas fit like a glove within the existing capabilities of the buyer's suite of offerings. It would make no sense for us to sell to a business-to-business specialist or a public affairs firm since our offerings are so far afield from those areas."
Ed: "The business synergies between our two entities are uncanny. JGA rounds out a much needed luxury/lifestyle expertise that Peppercomm had been trying to build for years within the consumer arena. At the same time, our multifaceted integrated marketing offerings now provide JGA with so many different means to add value to its clients, including deep research, Web development, advertising, sponsorships, and licensing. There's no point in buying a firm that does exactly what you do. That's a poor substitute for strategy."
6. The human factor
Janine: "At the end of the day, you need to actually like the people to whom you're going to sell your business. The money and perks are nice, but the whole thing will fall apart if you don't partner with individuals you like and respect."
Ed: "Life is too short. It really doesn't matter how great a firm's capabilities are if the CEO or people aren't nice or likable. From the very first time Janine and I had breakfast, to when we all met the firm's employees, we knew that we liked JGA (and vice versa). To me, those are table stakes in starting off a relationship on the right note."
Conventional wisdom holds that the vast majority of mergers and acquisitions fail. I believe they do so because the principals involved failed to conduct the proper due diligence in one, or more, of the six critical areas identified by Janine and Ed. So if you're contemplating buying or selling, I strongly suggest you kick the tires on your prospective bride or groom. The business you save may be your own.