How would your business change if you sold it for a nine-digit sum? Rick Schaden, chairman and co-founder of Denver-based Smashburger, is finding out.
In October 2015, Jollibee Foods Corporation acquired a 40 percent stake in Smashburger for $134 million. JFC is a publicly-traded company based in the Philippines that operates more than 3,000 restaurants worldwide. The deal, which gives Smashburger a $335 million valuation, allows JFC to acquire the rest of the company over the next five to seven years. At the time of the deal, Smashburger had 335 locations in 35 states and seven countries, with roughly 6,800 employees and annual revenue just under $200 million.
Since the acquisition took place, Schaden and his team have received a crash course in the fine art of blending cultures. Schaden recently spoke with Inc about the lessons he's learned. Here are two of them:
1. When you reach an impasse during talks, leave the table for a short time. In every acquisition or merger, there are a thousand small details to negotiate. Each one represents a potential sticking point in the dealmaking process.
Whenever Smashburger and JFC reached an impasse during negotiations, Schaden and JFC founder and chairman Tony Tan Caktiong took short walks together. One of their temporary impasses was about board membership. How many JFC board members would sit on the Smashburger board? What voting rights would they have? What committees would the board have? Who would chair them?
Ultimately, the two companies resolved these questions, thanks to their leaders' habit of pushing away from the table and taking walks. The Smashburger board now has four Smashburger executives and three from JFC. But there are certain topics--like the buying or selling assets over a certain size--to which the JFC board members have consent rights. "If you're doing it right, you're all talking, and you're all aligned anyway," says Schaden. "But you want to make sure these things are all thought through."
2. The right acquirer will be aligned with you about strategic growth. One reason Smashburger and JFC made the deal, Schaden observes, is because the two leadership teams were on the same page about the company's growth potential. "They are highly knowledgeable about the business, which is a godsend," he says. "We even have the same acronyms."
Two weeks ago, the teams sat down at their first collective board meeting in Denver. One of the acronyms the two teams shared was SPOD--special points of distribution. The term refers to restaurants in places like airports and casinos. Smashburger's SPOD stores averaged between $1.5 million and $2 million in annual revenues, surpassing their forecasts by nearly 100 percent. Spotting this performance, JFC's top team initiated talks "about how we could further that," Schaden says.
What was especially pleasing, from Smashburger's perspective, was that the SPOD talk wasn't only focused on top-line revenue performance. JFC's leaders also discussed how they could grow SPODs while keeping the food and service levels high and making sure Smashburger's General and Administrative Expense budget (often referred to as G&A) accounted for proper levels of staffing, quality assurance, product testing, freight, and storage.
All of which was music to Smashburger's ears. The two companies didn't just share acronyms. They shared a common philosophy about the way to grow.