Andrew Greta's Business Development Blog

Business development tips, advice, and observations including mergers & acquisitions, joint ventures, divestitures, and strategic partnerships. © Andrew Greta 2008

Thursday, July 10, 2008

 

Entry Paths - The Buy, Build, Partner Decision

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.

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Wednesday, July 9, 2008

 

Deal Rationale - Strategic vs. Financial

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.

Goldman Sachs - Arcadia

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.

Sam Zell – Tribune Co.


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.

CME Group - CBOT

Expansion

Global, Distribution, Internationalization, Brand, Channel

Acquiring a new distribution network or brand for an existing network to expand sales.

InBev – Anheuser Busch

Technology

Patents, Licensing, Intellectual Property (IP)

Acquiring a new technology to complement or add to an existing offering or defend against competitive infringement.

Vonage – Patent Acquisition


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.

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Monday, July 7, 2008

 

Drawing your Business Model on a Napkin

A former divisional CEO at GE liked to tell a story about the time he sat next to a dot-com entrepreneur on a commercial flight during the height of the internet bubble. After listening to the budding cyber king babble excitedly for ten minutes about his site’s explosive growth trajectory of “eyeballs”, hits, and click-throughs funded by an incineration of adventure-capital, my boss finally asked him to draw out his business model… on a paper napkin.

“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.”

  1. Customers: A concise summary of who pays you and for what. Capture the main customer group (or groups if they’re big enough to be material). Are they paying directly for discrete goods and services, or is it a subscription-based flat-fee model? What are they getting from you in return? Try to boil this down to a per-unit measure which can roughly equate to average revenue-per-customer.
  2. Suppliers: What are the inputs needed to create your product or service? Common big block categories include compensation and benefits for employees (which can be the vast majority of cost for a service business or other high-tech company), assets (like machinery, vehicles, facilities, or computer servers), and raw materials (especially in manufacturing organizations). Are these fixed costs (does your rent bill come due every month regardless of whether you sell a single item) or variable (incurred only when you produce a product or service)?
  3. Value Add: What role in the business process is your company playing to add real economic value? Common answers can be assembling raw materials into finished goods (manufacturing), getting physical stuff efficiently through a supply chain (distribution), providing skills and information to help customers make or save money (services).
  4. Margin: Once the customer pays you (revenue) and you pay your suppliers (costs), what’s left over is your operating margin. Focus on your core business for the moment and figure this on a cash-basis ignoring additional outflows like interest, taxes, and dividends.
  5. Strategic Barriers: Finally, it’s time to explain what keeps you competitive in the marketplace and allows you to reap the margins you enjoy? Is it an advantage in scale that allows you to produce at the lowest cost? Is it high quality and better service? Or is it some sort of barrier to entry like exclusive access to scarce resources or ownership of a key patent. Answering these questions carefully will help you identify the sustainability of your business while pinpointing key threats.

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 Decision
Deal Rationale - Strategic vs. Financial
Drawing your Business Model on a Napkin

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