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The firm avoids retrading after an LOI unless financials are proven inaccurate. This builds significant brand equity as a 'buyer of choice,' which in turn attracts proprietary deal flow. They view this long-term reputational benefit as more valuable than saving a small amount on a single transaction.
In a large deal, Milliken discovered post-close that the seller's team had prioritized their diligence questions over other bidders. This preferential treatment, earned through a respectful and strategic approach, created a significant information advantage during the competitive process.
Just as P&G wouldn't rename a popular soap, acquirers shouldn't change a successful B2B product's name. The brand holds immense equity built over years. Changing BlueKai to an Oracle brand name, for instance, instantly erases value that persists in the market's mind for over a decade.
Instead of walking away immediately upon finding inaccuracies, quantify the risk. Rebuild your business case assuming the worst probable scenario based on the discovered misrepresentations. If the deal remains net positive even with these new, pessimistic assumptions, it may still be a viable investment.
During their turnaround, Campaigns & Elections stopped offering discounts and freebies, even if it meant losing immediate cash. This difficult short-term decision was crucial for resetting market expectations. When clients eventually returned, they did so at the new, non-negotiable price, rebuilding long-term pricing power.
The firm requires sellers to roll 20-40% of their deal consideration into the acquirer's equity. This is a critical screening tool that goes beyond financial alignment, acting as a 'put your money where your mouth is' test to ensure sellers genuinely believe in the combined company's future vision.
In recurring business relationships, winning every last penny is a short-sighted victory. Intentionally allowing the other party to feel they received good value builds goodwill and a positive reputation, leading to better and more frequent opportunities in the future. It inoculates you against being price-gouged upfront.
To maintain pricing discipline, Fairfax has a strict M&A rule: it never participates in auctions or bidding wars. Once an offer is made, it's final. This strategy prevents them from overpaying and ensures they only acquire companies at prices that offer attractive future returns.
Andy Cohen recounts walking away from a deal post-LOI after the target tried to renegotiate terms to favor preferred shareholders over common employees. Even though F5's economics were unaffected and lawyers offered indemnification, the company refused to be associated with such practices, prioritizing ethical principles and reputation over closing the deal.
In the cutthroat world of distressed debt, having a reputation as a frequent and fair "repeat player" is a key asset. Other creditors are more likely to collaborate and less likely to act opportunistically if they know they will encounter your firm again, leading to better resolutions.
Instead of lowballing, Bending Spoons makes a very fair, near-final offer immediately. This tactic builds a reputation for seriousness, similar to Warren Buffett's approach. It avoids lengthy back-and-forth and signals that they are not a buyer that can be "pushed around," creating an efficient and powerful deal-making process.