It's a Journey – Not a Transaction: Navigating Through a Strategic Exit
Since joining Jump Capital, I’ve spent my time focused on providing hands-on assistance to our portfolio companies entering this transition phase with what we affectionately call “business-to-corporate development.” Simply put – assuming this is your end goal – how do you best position your business to pivot strategic relationships into acquisition conversations?
Who knows your business best? Chances are, it is your customers or the primary consumers of your product. These are the entities that interact with your business every day and know your strengths and weaknesses. Chances are, you’ve met in professional and more relaxed settings. You think you understand each other and can assess whether there is potential for the relationship to expand.
I’ve been there. When we sold Food Genius, a big-data analytics platform, to US Foods in 2016, I had not seriously considered our largest customer as a potential buyer of our business. We were focused on building a great product, attracting new customers and finding ways to add value to existing customers. On top of that, we were recruiting talent to the team, managing day-to-day responsibilities and keeping everyone connected. You know – living start-up life.
While I had an amazing team and great counsel from investors and advisers, I was a first-time CEO navigating an acquisition by a Fortune 200 company without an investment banker, relying on instinct more than experience.
Reflecting on the deal now, given the expanded data set of transactions I’ve seen and advised on involving our portfolio companies here at Jump Capital, I can now be more critical and offer those of you in similar shoes some helpful guidance… or at least I can try!
In this series of posts, I’ll be sharing advice based on personal experience that I hope will serve as a resource to entrepreneurs navigating this stage of their company. I subscribe to the idea that when learning from others, mistakes are more helpful than successes as they are more universal and pure. Successes aren’t as insightful, and they are more subjective to each unique circumstance. Accordingly, in this and the coming posts, you’ll learn all about the mistakes I made leading up to and during the acquisition process.
But before we get to that, there’s one thing we did right – really right – and it’s what I believe kept us on track despite all the things I might have done wrong along the way.
Embrace business-to-corporate development.
Business-to-corporate development starts with business development, so I’ll argue that the following is how you should approach all of your strategic relationships. With US Foods, I wasn’t trying to court a buyer. I just knew that they were a very big and important customer, so it was imperative that we do everything possible to nurture our relationship. We were learning together – when I understood the problems they were trying to solve, I could challenge our company to come up with ways to enhance their business. Our companies were slowly becoming partners. If you adopt a similar approach and mindset, you’ll be in a good place.
Opening the door: As we are talking about M&A after all, you could easily argue that relationships do not drive price. What I do know is that the relationships we fostered with US Foods opened the door to an eventual acquisition and prevented my missteps and oversights from derailing this process. Even if US Foods did not become our acquirer, they were going to be a point of contact for any potential buyer of our business. They could either be our advocate or the reason our sale process failed.
It’s personal: The most important distinction I can make is between focusing on expanding your business’ commercial opportunity and developing genuine connections with members of the other side. As I mentioned previously, your relationship with your biggest customers are intimate – these are partnerships meant to drive each of your businesses. While it was of course exciting to increase revenue, these personal relationships were what we were going after. These relationships are instrumental to achieving the end goal, as they present opportunities to build rapport and showcase your value. It was not a solo effort on my part; our CTO, head of product, data scientists and even members of our engineering team had meaningful exposure to their counterparts.
Breadth and depth of contact: We went out of our way, and made it a point, to have breadth and depth of contact throughout US Foods’ organization. Again, this drove commercial opportunities for Food Genius, but more importantly, demonstrated how applicable and integrative our platform was to theirs. This also helps in avoiding your business being viewed as a single solution.
Bottom line: Think about the relationships you are building holistically and not just as a revenue stream. I’m a true believer that business development efforts can facilitate corporate development conversations, if you choose to take them in that direction.
Now for the fun part: a glimpse of what I did wrong, or at the very least…didn’t do right.
I drastically underestimated how long it would take.
I’m not talking about the amount of time from LOI to close – that was efficient. I’m talking about how long it took to go from the first hint of an acquisition to an LOI. I was a novice and didn’t know any better. Strategic acquirers tend to not move so fast and particularly don’t unless you create urgency! What I know now is that if you’re looking to be bought (not sold) there is a special kind of comfort that a strategic acquirer will be looking to have with you and your company. What you don’t want to do is rush this, it won’t end well and yet you do need to create urgency or you’ll be in a perpetual state of exploration.
What you should do is engage in coffee chats (i.e. informal conversations) with the multitude of stakeholders that are critical to you. I have found these coffee chats to be incredibly useful and tend to remove the formal nature of larger meetings. This is a good time to point something out: I’m not suggesting taking this approach with just one company, I’m advocating you take it with several - more than 1 and less than a dozen is reasonable.
A business-to-corporate development approach takes a considerable amount of both time and effort, but you get out of it what you put into it.