June 18, 2024
Portfolio
Unusual

Starting an M&A process? 10 tips to increase your situational awareness

Lars Albright
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Starting an M&A process? 10 tips to increase your situational awareness Starting an M&A process? 10 tips to increase your situational awareness
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Editor's note: 

As a repeat founder, I sold multiple businesses to Fortune 50 companies like Apple and Mastercard, and now as a partner at Unusual Ventures, I invest in early-stage companies. While all our companies seek to be enduring independent businesses, there are times when M&A is the most compelling option. At Unusual, we help founders think through all stages of the startup journey, including at times working through the best options to achieve liquidity through M&A. 

News headlines will sometimes discuss a widely successful M&A transaction that seems to have happened easily and quickly. The reality is the vast majority of transactions take considerable time, effort, and luck. Some deals can happen relatively quickly (under 3 months), but many M&A deals take more than 6 months to materialize, and even longer to fully close.

Acquisitions can achieve a range of possible objectives and outcomes — everything from “finding a home” for a company that has failed to take the next step, all the way to a multi-billion-dollar deal that generates 10x+ returns for all stakeholders. Regardless of the situation, founders should resist jumping into M&A discussions without charting the right course and strategy. Too often, founders begin having exploratory discussions and then quickly find themselves pulled in many directions, ultimately having no plan and ending up with no viable options. Without asking the right questions and creating a clear plan up front, you will risk the worst outcome — wasting your precious time.  

While every deal will have its own twists and turns, here are 10 pieces of advice that I wish I had known when I was going through the M&A process for the first time.

1. Don’t be a delusional founder

One of the most challenging aspects of an M&A process is to balance being both hopeful and optimistic, while also staying realistic and grounded about potential options. With that said, there is‌ nothing more detrimental to a successful M&A process than a delusional founder who both underestimates the time it takes to get a deal done and overestimates their company’s value.

Ask the tough questions upfront, and seek candid advice from your network BEFORE you start the process.

2. You can’t force the fit

No deal is done casually. There has to be a rock-solid strategic rationale for an acquirer to justify buying a business, even for smaller deals. Don’t fool yourself — if you are stretching to find the fit or an urgent need that aligns with an acquirer's top strategic priorities, then it is unlikely that any deal will get completed. Be prepared to honestly consider the answers to the questions below before you take the next step:

  • Do you have enough runway in the business to get through a successful process? 
  • Is there a compelling strategic “why now” that your senior sponsors at the acquiring company can articulate? (Do you even have senior sponsors? More on that below!) 
  • Do you have a technology/product the potential acquirer needs now and/or can’t build themselves in a desired timeframe?
  • Are there competitive dynamics in the market that would prompt a company to act faster?
  • Is your team attractive in terms of skills that the acquiring organization needs, and is your customer roster attractive for cross-sell and upsell opportunities? 
  • Is the acquirer a current customer or partner that knows your product and business, or is it a new relationship that will take time to cultivate?

3. Get the right people in the room

While every organization is different, it is rare that a deal can get done without a committed product executive as your sponsor. Find your product sponsor, and if you can't, move on. It is fine to engage with a corporate development representative early in the process, but if you can’t move up the chain fairly quickly to find that product person, then you know they are not serious about the deal.  


4. Identify your advocates

I often hear founders say, “Oh, they were going to buy us, but there was this one person that didn’t like us…”. This can be the case, but detractors are not as important as advocates who are willing to go and fight for your deal. Don’t waste time trying to turn around every stubborn detractor. It is more important to find a senior advocate willing to take the risk and stand strong against negative pushback. Ideally, you should establish relationships with your advocates well ahead of any deal process so there is a foundation you can draw upon during the deal process.


5. Don’t underestimate the distraction

Any M&A process, or even just a handful of strategic discussions, will be distracting and take a meaningful amount of time, shifting focus away from your business. Inevitably, team members get pulled into diligence discussions, and what was a confidential process becomes more widely known. This naturally leads to the team thinking about what a potential transaction could mean for the company and their jobs. This is a reasonable reaction, but it adds another layer of distraction to the process. I refer to this as the internal ripple effect of an M&A process. Common questions about a potential deal include: Why are we selling? Will I have a job? What is my future role? Will there be team reductions? How much money will I make?


6. Run a time-boxed process

One way to manage the time commitment and the distraction that comes with any M&A process is to run a disciplined and time-boxed process. This helps identify if the deal is moving forward or should be killed as efficiently as possible. Before agreeing to explore a deal with a potential buyer, you should either ask for or mutually create a timeline that both sides explicitly agree to at the start. Typically, the clearest sign that a deal is losing support is when the time between responses starts to elongate and agreed-upon deadlines are missed. 


7. Options are everything

No matter how well discussions are going with a potential buyer, always line up alternatives. This could be other buyers and other financing options. With legitimate options, not only do you increase the likelihood of getting a higher price, but you are also protected against the downside should a deal go sideways. As an example, my last deal hit a major roadblock just days before closing (after we had said no to other offers!). Fortunately, we had been working on a $10M-dollar credit line in case we needed to extend our runway. Eventually, we got the acquisition completed, but without the financing option, the dilution from other capital sources would have been far more punitive. 


8. Stakeholder alignment is key

While a potential transaction can feel highly personal, it is your fiduciary responsibility to consider how the sale of your business will impact all stakeholders, including employees, customers, and investors:

  • Will there be high-quality jobs offered or headcount reductions to meet a financial synergy plan?
  • Does a deal strengthen your ability to serve your customers and help you deliver even greater value over time? 
  • Does this work for your core investors who have partnered closely with you and believed in the business?


You need to think about all these questions before you decide if a deal is a good option, and you should think about them not just during the transaction period but how they play out over time.


9. Momentum matters

Think carefully about your cash management and the performance of your business during this critical period. Running low on cash, a bad quarter, declining growth, and customer churn can all be deal-killers, or reasons to lower the price on a deal. Conversely, a major product release or a large new customer win can help build excitement and strengthen your position.


10. Embrace the challenge

When a set of deal discussions were not going particularly well, a friend advised me to lean into the struggle. He reminded me that as tough as the process was at that particular moment, I would “miss the challenge of it some day.” While going through an acquisition can be uniquely stressful for founders, be grateful that you are in the game and focus on what you can control instead of only thinking about the end game. 


Once the deal is done, some founders might struggle with the dramatic shift of moving from a smaller organization they control to a much larger company with many layers of reporting. That said, I have found there is so much to learn when you join a new organization. Lean into the opportunity to learn new skills at a larger scale and form relationships with a talented group of new colleagues. This also highlights why who you sell to matters. You want the next chapter to be rewarding, even if it’s for a shorter period of time. 

Lars Albright is a 3X founder of enterprise software companies. He sold his last two companies to Apple and MasterCard, respectively. His last startup, SessionM, was a pioneer in customer engagement and loyalty for leading Fortune 500 brands. As a partner at Unusual Ventures, Lars leads investments across fintech and vertical SaaS. To hear more about his third startup, SessionM, check out the Startup Field Guide podcast on Apple and Spotify.

All posts

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All posts
June 18, 2024
Portfolio
Unusual

Starting an M&A process? 10 tips to increase your situational awareness

Lars Albright
No items found.
Starting an M&A process? 10 tips to increase your situational awareness Starting an M&A process? 10 tips to increase your situational awareness
Editor's note: 

As a repeat founder, I sold multiple businesses to Fortune 50 companies like Apple and Mastercard, and now as a partner at Unusual Ventures, I invest in early-stage companies. While all our companies seek to be enduring independent businesses, there are times when M&A is the most compelling option. At Unusual, we help founders think through all stages of the startup journey, including at times working through the best options to achieve liquidity through M&A. 

News headlines will sometimes discuss a widely successful M&A transaction that seems to have happened easily and quickly. The reality is the vast majority of transactions take considerable time, effort, and luck. Some deals can happen relatively quickly (under 3 months), but many M&A deals take more than 6 months to materialize, and even longer to fully close.

Acquisitions can achieve a range of possible objectives and outcomes — everything from “finding a home” for a company that has failed to take the next step, all the way to a multi-billion-dollar deal that generates 10x+ returns for all stakeholders. Regardless of the situation, founders should resist jumping into M&A discussions without charting the right course and strategy. Too often, founders begin having exploratory discussions and then quickly find themselves pulled in many directions, ultimately having no plan and ending up with no viable options. Without asking the right questions and creating a clear plan up front, you will risk the worst outcome — wasting your precious time.  

While every deal will have its own twists and turns, here are 10 pieces of advice that I wish I had known when I was going through the M&A process for the first time.

1. Don’t be a delusional founder

One of the most challenging aspects of an M&A process is to balance being both hopeful and optimistic, while also staying realistic and grounded about potential options. With that said, there is‌ nothing more detrimental to a successful M&A process than a delusional founder who both underestimates the time it takes to get a deal done and overestimates their company’s value.

Ask the tough questions upfront, and seek candid advice from your network BEFORE you start the process.

2. You can’t force the fit

No deal is done casually. There has to be a rock-solid strategic rationale for an acquirer to justify buying a business, even for smaller deals. Don’t fool yourself — if you are stretching to find the fit or an urgent need that aligns with an acquirer's top strategic priorities, then it is unlikely that any deal will get completed. Be prepared to honestly consider the answers to the questions below before you take the next step:

  • Do you have enough runway in the business to get through a successful process? 
  • Is there a compelling strategic “why now” that your senior sponsors at the acquiring company can articulate? (Do you even have senior sponsors? More on that below!) 
  • Do you have a technology/product the potential acquirer needs now and/or can’t build themselves in a desired timeframe?
  • Are there competitive dynamics in the market that would prompt a company to act faster?
  • Is your team attractive in terms of skills that the acquiring organization needs, and is your customer roster attractive for cross-sell and upsell opportunities? 
  • Is the acquirer a current customer or partner that knows your product and business, or is it a new relationship that will take time to cultivate?

3. Get the right people in the room

While every organization is different, it is rare that a deal can get done without a committed product executive as your sponsor. Find your product sponsor, and if you can't, move on. It is fine to engage with a corporate development representative early in the process, but if you can’t move up the chain fairly quickly to find that product person, then you know they are not serious about the deal.  


4. Identify your advocates

I often hear founders say, “Oh, they were going to buy us, but there was this one person that didn’t like us…”. This can be the case, but detractors are not as important as advocates who are willing to go and fight for your deal. Don’t waste time trying to turn around every stubborn detractor. It is more important to find a senior advocate willing to take the risk and stand strong against negative pushback. Ideally, you should establish relationships with your advocates well ahead of any deal process so there is a foundation you can draw upon during the deal process.


5. Don’t underestimate the distraction

Any M&A process, or even just a handful of strategic discussions, will be distracting and take a meaningful amount of time, shifting focus away from your business. Inevitably, team members get pulled into diligence discussions, and what was a confidential process becomes more widely known. This naturally leads to the team thinking about what a potential transaction could mean for the company and their jobs. This is a reasonable reaction, but it adds another layer of distraction to the process. I refer to this as the internal ripple effect of an M&A process. Common questions about a potential deal include: Why are we selling? Will I have a job? What is my future role? Will there be team reductions? How much money will I make?


6. Run a time-boxed process

One way to manage the time commitment and the distraction that comes with any M&A process is to run a disciplined and time-boxed process. This helps identify if the deal is moving forward or should be killed as efficiently as possible. Before agreeing to explore a deal with a potential buyer, you should either ask for or mutually create a timeline that both sides explicitly agree to at the start. Typically, the clearest sign that a deal is losing support is when the time between responses starts to elongate and agreed-upon deadlines are missed. 


7. Options are everything

No matter how well discussions are going with a potential buyer, always line up alternatives. This could be other buyers and other financing options. With legitimate options, not only do you increase the likelihood of getting a higher price, but you are also protected against the downside should a deal go sideways. As an example, my last deal hit a major roadblock just days before closing (after we had said no to other offers!). Fortunately, we had been working on a $10M-dollar credit line in case we needed to extend our runway. Eventually, we got the acquisition completed, but without the financing option, the dilution from other capital sources would have been far more punitive. 


8. Stakeholder alignment is key

While a potential transaction can feel highly personal, it is your fiduciary responsibility to consider how the sale of your business will impact all stakeholders, including employees, customers, and investors:

  • Will there be high-quality jobs offered or headcount reductions to meet a financial synergy plan?
  • Does a deal strengthen your ability to serve your customers and help you deliver even greater value over time? 
  • Does this work for your core investors who have partnered closely with you and believed in the business?


You need to think about all these questions before you decide if a deal is a good option, and you should think about them not just during the transaction period but how they play out over time.


9. Momentum matters

Think carefully about your cash management and the performance of your business during this critical period. Running low on cash, a bad quarter, declining growth, and customer churn can all be deal-killers, or reasons to lower the price on a deal. Conversely, a major product release or a large new customer win can help build excitement and strengthen your position.


10. Embrace the challenge

When a set of deal discussions were not going particularly well, a friend advised me to lean into the struggle. He reminded me that as tough as the process was at that particular moment, I would “miss the challenge of it some day.” While going through an acquisition can be uniquely stressful for founders, be grateful that you are in the game and focus on what you can control instead of only thinking about the end game. 


Once the deal is done, some founders might struggle with the dramatic shift of moving from a smaller organization they control to a much larger company with many layers of reporting. That said, I have found there is so much to learn when you join a new organization. Lean into the opportunity to learn new skills at a larger scale and form relationships with a talented group of new colleagues. This also highlights why who you sell to matters. You want the next chapter to be rewarding, even if it’s for a shorter period of time. 

Lars Albright is a 3X founder of enterprise software companies. He sold his last two companies to Apple and MasterCard, respectively. His last startup, SessionM, was a pioneer in customer engagement and loyalty for leading Fortune 500 brands. As a partner at Unusual Ventures, Lars leads investments across fintech and vertical SaaS. To hear more about his third startup, SessionM, check out the Startup Field Guide podcast on Apple and Spotify.

All posts

Lorem ipsum dolor sit amet, consectetur adipiscing elit. Suspendisse varius enim in eros elementum tristique. Duis cursus, mi quis viverra ornare, eros dolor interdum nulla, ut commodo diam libero vitae erat. Aenean faucibus nibh et justo cursus id rutrum lorem imperdiet. Nunc ut sem vitae risus tristique posuere.