The reality for the buyer and the target business is often that once that frenetic completion has subsided, how does the target fit into the buyer’s group? Is the target business actually value accretive and did those business plan projections stack up? Post-close integration is often the key.
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Buyers often incur significant expense in carrying out financial, tax, commercial and legal due diligence (DD). This allows the buyer to understand the risks associated with the business, price in debt-like items and seek appropriate indemnity and warranty protection for other business risks. What these DD reports also spit out are a number of recommendations and risks to mitigate post-close. To take advantage of these recommendations, buyers should always have a post-close check list of these issues, allocate responsibility within the buyer group and the target for implementing the recommendations.
Incentivising and integrating the management team of the target can be very important. This can be one of the more difficult parts of the puzzle to achieve. Often this will come down to ensuring that there is a good cultural fit for the management team, that they feel part of the new business and that there is a clear career progression and opportunity to be rewarded in the combined group. This doesn’t just come down to money but that can also be a part of the solution. Another aspect of post-close planning is for the buyer to ensure there is a contingency plan in place. It is certainly not unknown for a key person in a management team to decide that the new world is not for them and we have seen target businesses atrophy when alternative management structures are not put in place quickly to plug the gap.
Lastly management of earn-out structures after completion is a really important area. It is key that they are set up correctly both economically and legally for the right incentive to be in place for the continuing sellers to drive the business forward (ensuring it is both achievable and provides sufficient “stretch”) but how the conditions of the earn-out are monitored post-close is critical. Well managed earn-outs can be very remunerative for the sellers but can likewise prove to be a shrewd move for the buyer in providing comfort that they have not overpaid and also to assist with business integration too.
Popping the champagne for deal completion effectively sounds the claxon for the start of the really hard work of proving the buyer has done the right deal.
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