November 16, 2017
We were excited to close the sale of our Consumer Insights business last week to Edison, as I blogged about last week on the Return Path blog. But it brought back to mind the great Yogi Berra quote that “it ain’t over ’til it’s over.”
We’ve done lots of deals over our 18 year existence. Something like 12 or 13 acquisitions and 5 spin-offs or divestitures. And a very large number of equity and debt financings.
We’ve also had four deals that didn’t get done. One was an acquisition we were going to make that we pulled away from during due diligence because we found some things in due diligence that proved our acquisition thesis incorrect. We pulled the plug on that one relatively early. I’m sure it was painful for the target company, but the timing was mid-process, and that is what due diligence is for. One was a financing that we had pretty much ready to go right around the time the markets melted down in late 2008.
But the other two were deals that fell apart when they were literally at the goal line – all legal work done, Boards either approved or lined up to approve, press releases written. One was an acquisition we were planning to make, and the other was a divestiture. Both were horrible experiences. No one likes being left at the altar. The feeling in the moment is terrible, but the clean-up afterwards is tough, too. As one of my board members said at the time of one of these two incidents – “what do you do with all the guests and the food?”
What I learned from these two experiences, and they were very different from each other and also a while back now, is a few things:
- If you’re pulling out of a deal, give the bad news as early as possible, but absolutely give the news. We actually had one of the “fall apart at the goal line” deals where the other party literally didn’t show up for the closing and never returned a phone call after that. Amateur hour at its worst
- When you’re giving the bad news, do it as directly as possible – and offer as much constructive feedback as possible. Life is long, and there’s no reason to completely burn a relationship if you don’t have to
- Use the due diligence and documentation period to regularly pull up and ask if things are still on track. It’s easy in the heat and rapid pace of a deal to lose sight of the original thesis, economic justification, or some internal commitments. The time to remember those is not at the finish line
- Sellers should consider asking for a breakup fee in some situations. This is tough and of course cuts both ways – I wouldn’t want to agree to one as a buyer. But if you get into a process that’s likely to cause damage to your company if it doesn’t go through by virtue of the process itself, it’s a reasonable ask
But mostly, my general rule now is to be skeptical right up until the very last minute.
Because deals are not done until they are done.