What follows is an edited version of our conversation.
Disclosure: Tom and I were business partners in a previous company, but neither I, nor Divestopedia have any financial interests in Mitre Media.
CJ: The deal’s been signed, the celebration dinner has come and gone, and it’s day 1 post deal. What’s first?
TH: I’ve found that dealing with the hangover from the celebration dinner is a priority…
CJ: OK, after that.
TH: Back up a bit. I think the first day should be prepared for throughout the process. The fun stuff is the business initiatives - the things that the entrepreneur wasn’t able to do prior to the acquisition. We want to get to that as quickly as possible to keep the momentum going.
One thing I do is host a series of calls during diligence that is not related to diligence. We then put together a checklist of admin stuff so that there is a roadmap for not just day one, but the first 90 days.
This stage is also about communication, communication, communication. Not just between the buyer and the seller, but also with employees, between the respective legal teams (who are likely still cleaning up the final details) and external suppliers or customers.
CJ: That’s a great idea to try and separate post-deal from due diligence.
TH: Yeah, I think it’s a red flag if the seller is not working with you on this. Remember, in the vast majority of cases you are going to have some sort of commitment after the deal has closed. I’d say that this is one way sellers can help to filter potential buyers, because it can make all the difference in the seller’s life post deal if they know the buyer is being proactive about the process.
CJ: What is your typical roadmap for month 1?
TH: After you’ve taken a breather, it’s the admin stuff, HR details, contract assignments that squeak by. It’s everything that was put into the "post close pile."
The biggie is accounting. Every buyer is going to integrate accounting to some extent. Control of accounting, invoicing, process, etc. If there are layoffs, you need to figure out how it’s playing out. The most important thing for accounting is payroll… paying people is kind of central to keeping them around. I know that sounds obvious, but in a smaller business, there are lots of these little things that become a headache. Everything from the switchover of bank accounts, bill payment, credit cards, etc. If you are bulge bracket, then its’ different, but most smaller companies have a tight connection between the personal finances of the seller and the business.
CJ: What can the entrepreneur do to make the change easier?
TH: I could write a book on this. This first thing is to use common sense. Do what you say you’ll do. Follow through on the promise or implied promises from the negotiation.
CJ: Goes without saying, doesn’t it?
TH: You’d think. The second point is to take on responsibility beyond what you discussed. I’ve been fortunate enough to have some of my new partners go above and beyond and take on new roles. They go from sellers to partners very quickly. That’s the ideal situation.
Third, don’t sweat the small stuff post deal. Things are going to be rough for a while. AR and AP might not be perfect right away. There are always little things. Some also forget the complication of messed up financial periods. Few deals are done the first day of the month. It makes things messy.
Fourth, articulate to the team why it’s the right decision for the company and for them. The core management team needs to know the business decision and why it works for them and not just the owner. Put yourself in their shoes. The entrepreneur has the money, that helps deal with change. For employees, there is uncertainty without the comfort of a wallet bulge. You want to treat employees right and paint the picture of why the deal makes sense.
Finally, the fifth point is to listen to the buyer. Sellers shouldn’t go into it thinking that they know everything. While you need to know how you can articulate why you’ve done things, be open-minded in terms of experience in other areas. Doing things one way because you’ve always done them that way is not necessarily the best answer. Be open. Most buyers think there are things they can do to improve.
A great example was when we purchased Dividend.com. We cleared through the admin stuff in no time at all and the vendors, now my partners, asked for ways to improve. They realized that they’d built something great but that they can always improve.
This goes both ways though, because buyers don’t know everything either. Part of what you are buying is the experience and expertise from the seller. The lines of communication have to be wide open. I think back to the sale of Investopedia to Forbes. Forbes certainly had a lot of strength in areas that Investopedia didn’t - direct sales for example - but Investopedia had strengths in areas Forbes didn’t, like Investopedia’s unique content creation model and search optimization prowess.
I think that successful deals are predicated on complimentary strengths.
CJ: That’s great. I think it’s worth pointing out that being the perfect seller is not just nice to do, but in your best interest.
TH: Right. If you’ve done a deal where you walk out of the door on day 1, then great, take your money and leave. But in most cases, you are now going to be working together very closely. When I do a deal, there are always things we think we can improve in the business. The sellers are becoming new partners in our firm, and it can be tough because you go from this adversarial negotiation to a partnership. The quicker you lose the us vs. them mentality and embrace the partnership, the better it will be for both parties.
CJ: Do you have an end message to leave with business owners about post-close?
TH: I’d emphasize that for us, a great day 1 starts before close. Transparency is tough because you are holding your cards close to your chest. It’s true that buyers can over-err on not communicating enough, but if you have a plan in advance, you can clean up all the post-deal stuff and get to capitalizing on why you did the deal.
For more from Tom, also see: Both Sides of the Table: The Seller Becomes a Buyer.