Once corporate strategy identifies a new industry or market with attractive fundamentals for the business, M&A jocks often mount up the I-Banker safari wagon, lock & load the elephant gun, and roll off into the Serengeti in a cloud of dust to bag the next big acquisition. While M&A is often the cornerstone of a good business development function, outright acquisitions aren’t always the best path into new markets.
Building (through a new product development process or Greenfield business startup) should always be considered as an option even if discarded or reserved as a fallback position to any eventual 3rd party negotiation – even if it doesn’t result in a commemorative Lucite paperweight for the trophy case. In addition, skillful partnership creation is becoming increasingly more important in our rapidly globalizing economy as certain jurisdictions place limitations on foreign ownership and investment. Narrow-minded deal junkies with only a hammer in their corporate development toolkits run the risk of seeing every opportunity as a nail instead of taking a more nuanced approach to targeting value.
Listed below is a menu of entry options along with typical pros and cons to consider before blasting off on the next game hunt.
Entry Path | Pros | Cons |
Build | + Viable in absence of acquisition candidates (e.g. new markets, products) + Retain 100% of upside | - Large investment and long lead-time to market |
Acquire | + Quickest option if candidates are available + Viable if lacking go-it-alone entry skills | - Financials must work even in competitive bidding process - Integration and synergy risks |
Joint Venture | + Viable when pure-play acquisition candidates not available or financials don’t work + Allows specific targeting of key partner resource(s) + Shared risk | - 50/50’s difficult to manage - “Pre-nup” must be worked out in detail upfront - Potential Tax considerations - Shared upside |
Minority Equity Stake | + Works if acquisition price too high or full buyout otherwise prohibited + May provide future access to company ownership or other assets | - Limited control - Risk of value dilution to majority shareholders |
License | + Viable if full acquisition not required to enter business or M&A otherwise unattractive | - May not be exclusive - Could be held hostage on renewals |
Joint Development | + Benefits of JV without full business tie-up | - Jointly developed IP can be subject to later dispute |
A well-rounded business development function has skills in each area and can fit the right tool to the job. And while BD bread-and-butter is executing acquisitions and JVs, we’ll consider each entry path in greater detail on future posts.
According to Reuters, merger activity in the United States dropped 29 percent in the second quarter as financial deals driven by leveraged private equity shops dried up from lack of lender liquidity. Meanwhile, strategic investors are seeing opportunities to snap up cheap assets, bidding for stalwart consumer staples like Anheuser-Busch Cos Inc (BUD) and Wm. Wrigley Jr Co (WWY).
But what’s this distinction between financial and strategic acquisitions? Aren’t all deals just deals and shouldn’t they all be driven by financial returns at the end of the day? After all, we don’t want to be like the misguided company president I once heard describe an acquisition that, “isn’t expected to make any money… it’s strategic”. Yes. Good deals create real economic value for the participants, but the distinction is often how that value is realized.
In the most general terms, financial investors tend to be hands-off money. They invest in opportunities at an arms-length and expect to reap their gains in a future sale, or recapitalization of their holding. Any Joe on the street who buys stock online through his internet broker is the epitome of a financial investor, as are Wall Street firms and other investment funds.
Financial Deals
| Type | Buzz Words | Description | Example |
| Growth | Venture Capital, Angel Funding | Buying an emerging business or technology expected to be on the verge of explosive growth or breakthrough. | |
| Cash Flow | Leveraged Buyout (LBO), Management Buyout (MBO), Private Equity | Leveraged financing of assets with stable cash flows used to pay down debt and build shareholder equity. |
Strategic investors, on the other hand, are more like the Monster Garage mechanics of the financial world. Their interest is in buying up businesses, properties, assets, and technologies they can integrate and use to build something better. Typically these are operating companies pursuing corporate and business development activities on their own behalf.
Strategic Deals
| Type | Buzz Words | Description | Example |
| Consolidating | Roll-Up, Synergies, Rationalization, Headcount | Combining back-office economies of similar businesses to reduce op expense of combined entity. | |
| Expansion | Global, Distribution, Internationalization, Brand, Channel | Acquiring a new distribution network or brand for an existing network to expand sales. | |
| Technology | Patents, Licensing, Intellectual Property (IP) | Acquiring a new technology to complement or add to an existing offering or defend against competitive infringement. |
This is clearly a gross simplification and deals can involve complex hybrid approaches (e.g. it’s not uncommon for a private equity LBO shop to take an active role in a company’s operational turnaround after an acquisition) but it provides a general framework to understanding where deals touted in the press fit in terms of rationale.
We’ll cover each of these deal types in greater depth on future posts.
Labels: Business Development Basics, Strategy
“The theory is simple,” he used to relate during deal review meetings as a precursor to any new or “visionary” business proposal. “Regardless of how unique you think your business is, certain core fundamentals remain. If you can’t map out your high-level business model showing inputs, outputs, customers, suppliers, value creation, and strategic barriers on a cocktail napkin for your airplane seatmate at 30,000 feet, you haven’t thought through your pitch.”
“The secret,” he said as he walked us through the process, “is to start with the customer and follow the money. Don’t get hung up on the minutia. Capture the core of your business model that explains the most material 80% of what you do and save the peripheral nitpicking for later follow up.”
After looking at his seatmate’s business model, my former CEO quickly realized that the would-be entrepreneur was competing on price alone in a commoditized industry. He had negative margins funded by investors (as a customer subsidy) with no barriers to entry. He predicted that once the VC money burned up, prices would increase by necessity and customers would switch to other substitutes. A few month’s later he was proven right – which shows the power of cutting through pulpy marketing spin and buzz to hit hard bone of business fundamentals when evaluating any new opportunity.
I believe all businesses can be modeled at a high level with this approach. But if there are readers who think they’ve got a really unique stumper that’s so out-of-the-box that it can’t possibly conform, let me know here and we’ll see if we can model it out in future posts.
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Entry Paths - The Buy, Build, Partner DecisionSubscribe to Posts [Atom]