M&A Without Buying the Company
Posted on April 21st, 2011 by admin in Financing - M&A, Operations & Strategy
By Mike Myatt, Chief Strategy Officer, N2growth
Most people tend to look at acquisitions from a rather myopic and traditional M&A perspective: making a strategic or synergistic purchase of an operating entity on an accretive basis. However restricting your view of acquisitions to operating companies is like playing a football game with only one play in your playbook. The truth is that acquisitions aren’t just about buying companies, they’re about value creation. In the text that follows I’ll share 8 ways to acquire value without having to also buy the brain damage that comes along with purchasing the entire enterprise.
If corporate growth is what you seek, but you lack the patience to endure the slow pace of organic growth, and don’t have the capital necessary to finance an acquisition binge, then you might want to consider the many benefits associated with partnering. While the concept of creating a strategic partnership is familiar to many, the reality is that few companies take advantage of them. Let me offer the initial disclaimer that the subject of today’s post is a complex area that would require much more in depth coverage to do it justice. That said, in the text that follows I’ll provide an overview of the many reasons why partnering should be included as a key component of your corporate growth strategy…
While my philosophy on valuations hasn’t changed in years, my feeling as to their importance has. Valuations are always a dicey proposition, but even more so given today’s business climate. I can’t think of a time in recent history where having third party validation for your valuation metrics has been more critical. Over the years I have particpated in the M&A process from virtually every angle possible. I have been a principal of a company being acquired, as well as a principal of a company conducting acquisitions. I have also served as an executive working on both acquisitions and dispositions teams, and as a professional advisor representing both the buy-side and the sell-side. Having sat on all sides of the acquisition table it has been my experience that regardless of approach, style, timing, culture, synergy, supply/demand drivers, or any other catalyzing factor, the transaction will eventually boil down to valuation metrics.
Term Sheets are a foundational element in justifying your valuation logic. Over the years I’ve had the opportunity to view some absolutely brilliant term sheets, and regrettably, I’ve also reviewed more than my fair share of laughable terms sheets. Guy Kawasaki turned me on to this 
I think it’s fair to say that Blogging for M&A has arrived when two banks merging spawns a blog. I saw a tweet (code for twitter post) from Dan Schawbel about the new 
It seems as if the more layers of the onion we peel back on the chaos in the capital markets the worse the news seems to be. I have long been a believer in the axiom ”where there’s smoke, there’s fire,” and trust me when I tell you that the fire is far from being under control, much less extinguished. You see while most of the attention in the mainstream media has been focused on the debacle in the real estate and public markets, the next wave of failure is about to rear its ugly head. In today’s post I’ll share what I believe is the next segment of financial collapse set to rock the investment world…
If deal transparency isn’t at the forefront of your M&A strategy, you might want to stop and do a bit of thinking. In some ways the world of corporate M&A is much the same as it was 20 years ago, and in other ways the events of the last few weeks have changed the landscape dramatically. The Bailout, the current capital and credit crunch, and the outcome of recent litigation have taken and already inefficient market and made it even more so. In today’s post I’ll share my observations as to what might be the single biggest trend that will influence how transactions will be closed in today’s changing marketplace…deal transparency.
Today’s Myatt on Mondays question comes from an entrepreneur who asks: “What provisions can I place into a purchase and sale agreement to limit my post disposition liability when selling my business?” While there are virtually endless numbers of provisions that can be incorporated into a purchase and sale agreement it is important to remember that in most circumstances when a seller includes language that mitigates his/her risk that the buyer will want a corresponding price adjustment. That said, the reality is that all negotiated business points are just that; negotiated…they are dependant upon how badly a seller desires to dispose of the business, how sophisticated the buyer is and how motivated the buyer is to acquire the business. In today’s post I’ll share some of the more common indemnification provisions that can be used to manage a seller’s risk…
As much as you wish it might be so, due diligence is really not an optional consideration. Have you ever made a decision based upon what you thought was a thorough understanding of all pertinent information only to find out after the fact that you didn’t know as much as you thought you did? It’s not much fun to find yourself on the wrong side of the information gap…Incorrect data, omissions, information that is biased or skewed, misrepresentations, misunderstandings, or any number of other scenarios that lead to the creation of information gaps can be very costly in today’s business environment. In today’s post I’ll discuss the critical nature due diligence…