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Their attempt to acquire Grindr in 2019, equivalent to a $20B deal for them today, failed. However, the nine-month due diligence process provided a "compressed learning" experience in raising massive debt and equity, which was invaluable for their subsequent large-scale acquisitions.
Bending Spoons' M&A strategy came from realizing that creating a startup from scratch (zero-to-one) is heavily luck-dependent. In contrast, scaling an existing business (one-to-N) relies on functional skills like engineering and marketing that can be systematically mastered and applied across acquisitions.
When an acquisition fails due to regulatory hurdles, the resulting breakup fee can be a strategic financial boon. For example, Figma received a $1 billion fee from Adobe after their deal was blocked, which functioned as non-dilutive capital to help the company re-accelerate its growth.
Bending Spoons' CEO Luca Ferrari reveals their IPO was strategically aimed at improving access to debt, not equity. Lenders favor public companies due to their regulatory transparency and clear valuation, making it easier and cheaper to secure the debt that has historically fueled their acquisition-heavy model.
Bending Spoons' model is to acquire mismanaged but valuable internet assets cheaply. They then operate them for cash flow by consolidating functions, slashing costs like customer service, and milking enterprise contracts, much like a traditional PE firm.
Grindr's buyers capitalized on a market inefficiency where traditional PE firms, despite strong financials, avoided the deal due to its association with the gay community. This "homophobia discount" allowed them to acquire a highly profitable asset for at least 50% less than its market value.
Grindr had a stack of issues: a privacy lawsuit, Chinese ownership (CFIUS), a PR problem, and homophobia. While most investors flee "one-problem" deals, this combination scared off nearly everyone, creating a massive opportunity for buyers who weren't deterred by the complexity.
Instead of a linear process, treat M&A as a spiral. Constantly revisit and adjust deal structure, diligence findings, and integration plans. A discovery in one area (e.g., diligence) should trigger a reassessment of the others (e.g., deal structure), ensuring a cohesive and de-risked outcome.
Instead of a bloated checklist, Milliken focused its diligence for its largest acquisition on four critical questions tied directly to the investment thesis. This allowed a team of 100+ to prioritize efforts, "fail fast," and avoid analysis paralysis on the path to a go/no-go decision.
To gain critical M&A experience with low stakes, novice acquirers should pursue deals they are unsure about. Making compelling offers and gauging reactions teaches more about transaction dynamics than passive diligence alone. It's a way to 'get your reps in' and learn how the other side reacts before attempting a strategically significant acquisition.
Unlike private equity firms that buy to flip, Bending Spoons never sells its acquisitions. This appeals to founders' sense of legacy and product passion, often making their high offer more compelling, as they commit to investing in the product's future.