Mergers & Acquisitions:

Who Should I Acquire? with Keith Conley

Mark Donnolo
Yeah. So you’re really talking about a process a campaign, it’s a method that you follow. It’s, it’s quick, it’s clear. Yeah. And we’re, we’re big proponents of that idea of, of the campaign or the process.

Michelle Seger
And I’m unfortunately a big advocate of ripping the band aid off, I do it all the time around here. But I’m like you, I think you just gotta be straight up, you know, and truthful and and let people know, kind of what’s ahead. And I would agree with you on that. I really appreciate that advice about dealing with those things early on, because we see too many companies setback. And what they’ll tell us is they’ve gone through multiple acquisitions, very similar to what you’re saying about the 24 companies, some of them small, and they’ve let them operate, you know, as they have been, and haven’t integrated them. And then suddenly, they’re having issues with scale, suddenly, they’re not getting efficiencies, suddenly, you know, they’re not getting the revenue that they had expected. And things go south, then they want to integrate everything. And they’re dealing with a much larger cultural and change management issue, because some of these companies have operated fairly independently for a long time.

Keith Conley
Yeah, our philosophy is always integrate. Be sure from the sales side, but that's just one aspect, but the processes and so forth, integrate, organizationally, integrate, right.

Michelle Seger
I gotta agree with you on that one. Okay. Well, I’ve agreed with you on everything. So, okay, let’s talk about this. I’m going to flip it around, because I keep talking about sales. So let’s just talk about you know, when you’re deciding to buy a company, you just said, there’s a lot of money out there. PE firms are looking into alternative industries and businesses like the dentistry. And you’re right, we’re seeing this ourselves, we’re getting calls on veterinarians and all this other stuff, where there’s a lot of m&a going on, that wasn’t, you know, just a couple years ago, so they’re being creative about that. But, you know, what are some of the key things that you would say, are most important to think about? When you know, you’re, you’re acquiring another company? Now, I know that some of these PE firms, they all know what they’re doing right? But even sales leaders, I think, would be interested to know, when do you just say no, like, run, Forrest run? Yeah, like, when do you just do that?

Keith Conley
Well, from a sales perspective, which is a very important due diligence, right? The first thing I always look at is, do we have any client concentration in this business, is number one, because if there is, that exponentially increases the risk, right? If you have one client, it’s 50% of your business, and they walk away. So that’s number one. The other is, and I’ve learned this over time, is truly understand what’s in the booking and the backlog of these businesses. We bought a business. And we, you know, as you’re more than the due diligence, you’re learning more and more again, peeling the onion. And we realized internationally, they were at a peak. And when I did this call with their top client in Germany, right, I learned that the big concentration client over there was going to start winding down. But the forecast didn't reflect that. Right. So understanding really what’s baked in and how much risk there is, we will look at clients run rates, you know, historical, and just see and try to understand, you know, come up with our own independent forecasts versus what they gave us oftentimes, it’s a hockey stick. And then, to the extent where there’s account overlap, you know, just have a plan of how you plan to address that, right? Because it’s pretty obvious you had the client list and so forth. And don’t wait until after you announced it to try to figure it out. Develop, it doesn’t mean you have to execute against them, but develop the plan early on. If you have a lot of overlap of sales reps, you know, in a territory or even worse in a client. Right? You’ve done this enough, there’s a process to address that, start the planning process before the acquisition actually occurs. Because that will help reduce the risk as well.

Mark Donnolo
You know what I’ve heard you say, Keith, in a separate conversation, don’t be afraid to walk away. You know, don’t get so caught up in the momentum because I think when you’re doing a deal, you know, the momentum is that you want to make it happen. Right? So don’t you think you said something like, don’t be afraid to walk away at the last minute or something to that effect?

Keith Conley
Well, what happens is that the larger deals are you’re spending millions of dollars legal fees. Yeah. Right. And investment advisors, investment bankers, consultants, right, that are being brought into the private equity companies. And there’s a lot of sum cost. And I recall call one acquisition, where when we really understood this financials at the very, very end, right before we signed the contract, and did the deal, and we kind of wanted him to back out and the private equity company who was selling it, who was helping us buy this, you know, said, Listen, we spent so much money on this, right, let’s just get it over the goal line now and see if we can make it, you know, make it happen. And, you know, that was good exam was a lesson learned for us as a leadership team, because in hindsight, we should not have done the deal, right? Because you’re learning and learning and learning all the way up until you sign that paper. So I guess learning fears, it’s never too late to say no, right? And don’t, those are some costs. You know, that’s how you have to treat those just because you’ve made millions of dollars of legal spend investment, banking fees, and so forth. That shouldn’t be a determination whether you go forward or not, you should be able to say no, at any point, even at the very, very end. And that’s kind of a lesson learned there.

Mark Donnolo
So that’s, that’s a great piece of advice. I mean, that’s, that’s one of the core lessons I remember for business school was, you know, don’t make decisions based on a sunk cost. And for some reason that kept coming back and back over the years. So Keith, last question. If you had, you know, just a few seconds with an executive, and they were saying, hey, you know, Keith, we’re looking at, you know, we’re growing through acquisition, that’s our plan, what one piece of advice would you give them, if you only had a few seconds to tell them something that might help them.

Keith Conley
I would tell them to get out and meet the new clients. And to get out and go on sales calls with sales reps. Now not to say the sales manager, maybe he’s in the meeting, he or she’s in the meeting, but to really engage with your clients that they need your new clients. And with your sales reps, the people that are touching your clients. That’s what I would say. And it’s not an event. It’s an ongoing process. So as I mentioned, I would call my top sales reps every month. But just to really get out there and understand firsthand what the challenges are that this new sales team is facing. And as an executive, you have the resources, more than likely you’re accountable. To make some of the systemic changes, they can go back to the sales teams here, when you set out there and it was, we were going to fix these three things. And by the way, I already fixed one of them. Right? So there’s thinking that, Hey, someone at the top is spending their time they’re coming out with me meeting me meeting my clients, and they’re actually listening to me, and actually addressing some of the systemic issues I see. That would be the recommendation that I’ve made because the learning's out there, because everything else is you have layers of communication is hidden, filtered, and so forth. When you’re in a meeting with the sales rep or third client or prospect, there’s so much learning, it’s just so that would be my recommendation when it comes to the acquiring company. What the executives need to hear.

Mark Donnolo
It’s all about the customer in the end.

Michelle Seger
Yeah. It is. Darn I thought it was about me, but okay. Anyway, this has been super fun. Thank you so much. I could talk to you forever on this one. Maybe you’ll have grant us, you know, your presence on a on another podcast with us. But Keith Conley, tell people how they can get a hold of you if they would, they would like to do so. I know. You’re on LinkedIn.

Keith Conley
Yeah, LinkedIn would be great. Or my email was Kconley777 at gmail.com.

Michelle Seger
Okay, 777. That sounds like his garage door code. I don’t know. Okay, well, thank you so much for spending time with us here today. It was really great. I really appreciate it. You’re someone I highly respect. So thank you. And thank you to all of our subscribers here. If you have enjoyed today’s session, please share with your family, friends, colleagues, everyone, you know, connect with Mark and I on LinkedIn. We’re always looking for followers. We’re always competing to see who has the most so anyway,

Mark Donnolo
Who’s competing?

Michelle Seger
Anyway, thank you again. It’s been a pleasure.

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