Episode 131 – Why a Merger of Equals Might Be Your Best Exit Strategy – Member Case by Jonathan Wilson

Some members want to exit, but they cannot. The reasons are many. For example, insufficient EBITDA, high client concentration, over-dependence on a founder, and many others. The journey to fix these issues is clear but can take many years and millions of dollars. And for some, this is unattractive. An alternative is a merger of equals. Attend this session and learn from the discussion with Collective 54 member Jonathan Wilson, President & Chief Value Creator at Dubb Value Creation, on how a merger of equals can convert an unsellable boutique into an attractive firm for many acquirers.


Greg Alexander [00:00:10] Dive all in on the next chapter of your life. Welcome to the Preserve podcast, a podcast for leaders of thriving boutique professional services firms. If you’re not familiar with us, Collective 54 is the first mastermind community dedicated on the niche that we define as boutique producer firms and founders of those firms who tend to have very unique needs. My name is Greg Alexander. I’m the founder and I’m going to be your host. And we’ve got an interesting topic today. Today, we’re going to talk about how a merger of equals is a potential path to exit. Now, let me shape this a little bit before we introduce our role model this week. So let’s suggest that maybe two firms operating independent of each other are led by founders who want to sell their firms, and they’ve tried to sell their firms and have been unable to do so. And there’s a whole variety of reasons for that. For example, maybe the EBITDA dollar amount isn’t large enough, or maybe there is a high client concentration risk or several other reasons which we’ll get into. But if you brought those two firms together, so instead of being two separate firms, they became one firm. These problems go away. For example, all of a sudden the EBIDTA number is big enough. All of a sudden client concentration issue goes away because when you bring the two firms client rosters together, now presto, you have client diversification and on and on we go. So that’s what we’re going to kick around today. It’s something that I think represents a big opportunity for our community, and it’s also something that I don’t think has been explored enough. So to help me explore it, we have the man, the myth, the legend. Jonathan Wilson, he’s the founder of Double Value Creation. Got a chance to get to know him. And let me tell you how best to think about Jonathan. He a unique combination of the CEO whisperer and someone who has great knowledge on M&A transactions because of his journey in his career. So with that, Jonathan, why don’t you please introduce yourself to the audience and maybe tell the team a little bit about your firm. 

Jonathan Wilson [00:02:42] Thank you for saying that. Thank you for the great introduction, Greg. We are focused. So just you know, this Jonathan Wilson here, CEO of Discovery Creation, also chief value creator. We are focused on two elements of our of professional services. One is mergers and acquisitions, and the other is strategy and analytics. When it comes to M&A, otherwise known as merger and all our mergers, acquisitions, sorry. When it comes to M&A, we are focused on three things one being a bull by side services so that anything from M&A strategy to M&A, target assessment to due diligence and then also to integration planning or the first 90 days of integration. We are also focused on full scale side services. So meaning that a company that wants to engage with a full whole transaction, we will engage with them. And then also we are focused on this program called Grow before you sell, and that is where we put together a strategy for you to grow your EBITDA over the course of a 2 to 3 year period. What that may look like, that could be a capital injection, be an investor, that that could be a merger of equals, as you mentioned, but also may be buying small, small acquisitions so that you can accelerate your growth. But that really we focus on from a merger and acquisition perspective. 

Greg Alexander [00:04:22] Okay, great. 

Jonathan Wilson [00:04:23] A strategy. From a strategy perspective, we focus on three things simply planning, execution and strategic governance. 

Greg Alexander [00:04:33] Okay. So maybe just briefly explain to the audience all the stops you’ve had along the way with some of the world’s top professional services firms. 

Jonathan Wilson [00:04:44] Yeah. Thank you for asking that. So background includes Accenture, Bank of America, Deloitte and Grant Thornton. Yeah, my first exposure really was with Countrywide Financial, which became America. 

Greg Alexander [00:04:59] Okay, got it. I wanted to get that out there because, I mean, your resume is unbelievable. So you’re very credible on this topic. All right. Thank you. So let’s dive into it. Right. So I’m going to tee up a few things for you. So let’s say I’m Joe Blow and I’m running X, Y, Z firm, and I’ve been doing it for 20 years and I want to sell. I’ve been trying to sell it. I can’t sell it or I’ve been getting these lowball offers with ridiculous terms. And the first thing they hit me with is you got subscale EBIDTA subscale, limited as defined as EBIDTA less than $3 million. It’s tough to sell a firm when you’re subscale ebidta because it’s just riskier for the potential acquirer. And now I find myself presented an opportunity potentially of a firm who looks just like me. But maybe is another region. Like maybe I’m in Minnesota and this firm is in Philadelphia as an example. And in theory we can slam these two firms together and next thing you know, I go from a non sellable asset because a subscale bidder to an asset that everyone’s going to want because my EBIDTA dollars are big enough. So is that real in your minds and what are some of the maybe the obstacles associated with that that are not obvious? Because on paper duh, that looks like we can go do that, but it can’t be that easy. So help us think through that. 

Jonathan Wilson [00:06:14] It’s actually not easy in a merger of equals. You know, that’s an interesting term in itself. It really does show that you’re willing to collaborate with another organization and together that you’re willing to build something that’s going to be more powerful than either one of you can achieve alone. So, you know, with that said, you want to focus on some of the benefits around doing that, and especially for a company that is in that situation currently today, founders do get tired. I respect that. And you’re ready to move on at certain points. Right. And there’s a few things you want to focus on, one being the synergies, Right. So what can you do together to increase your revenue And then what can you do together to minimize costs? So some of that might be accessing the new are accessing the new market if somebody already has a complementary, complementary service offering and they are in markets that you are not, that seems like a no brainer. Right? And in addition to that, you want to think about that might help. Also with the increased market share. It might also help out with with with kind of a risk diversification, if you will. Keep in mind that if you’re concentrated all in one part of the country, there is a little bit of a risk that to write something happens from now. We have we do have something called micro economic challenges, right? So there are challenges that North East might have at a certain point. There are challenges that the Southwest might have a certain point. So you want to make sure that you are diverse spread across the US. Yeah. The other piece also taking a look at expanded your expanded skills and knowledge base, right? So it’s a nice complementary skills and maybe some people you have to worry about acquiring but you can actually leverage from the complementary firm. Yeah. And those are some of the, those are some of the great things that you could get together. 

Greg Alexander [00:08:07] Very good. So let me I want to follow up question here, because you mentioned the word risk, and I want to talk about something that often sinks boutiques when they try to sell. And it’s the nature of the business. It’s not anyone’s fault. It’s just the way that these things evolve. We tend to have high client and revenue concentration, and that’s defined by if the top five clients are generating more than, let’s say, 30 or 40% of your revenue and profits, then the way that investor looks at that is your risk is risky because of the client and revenue concentration, meaning one or two clients goes away and the whole PNL falls apart. Now the great thing about a merger of equals here would be if you have that problem and you merge with another firm that also has that problem, but they’re not the same clients, then it goes away. But when I present that to people, Jonathan, what I hear is, well, I own 100% of my firm right now and if I merge with someone, I’m going own 50% of my firm. So I don’t want to do that. That’s dilutive. What would your response be to somebody who would share that with you? 

Jonathan Wilson [00:09:05] That’s crazy. That would be my initial response. But, you know, when you when you really think about it, everybody understands the idea of giving out some earnings and some element of control. There’s a reason why people became founders to begin with, right? However, if your ultimate goal is to be sold, you have to think about what you have to give up. Right. And yes, you’re giving out some of that share, but you’re also working together as somebody who has a shared mindset and shared goal. They probably have a background similar to yours. Any other thinking founder for the same reason. The other pieces too, is that their clients actually might be clients, but you might want to also work with. Yeah. So you guys can double down together and and really grow that client and make them happy in a larger way. And also you can actually increase not only your increase in customer satisfaction, but then that one plus one equals three is a real scenario for the company. Yeah. 

Greg Alexander [00:10:05] Yeah. I mean, the well said much better than the way I would have said it. What I say to those people tends to be a little too blunt, which is, Listen, 100% is zero zero. So right now you have a non sellable asset, so you’ve got nowhere to go. So 50% of something is much better in that scenario. So let’s consider it. Now, there’s cultural issues here. Right. You know, you’re all of a sudden you’re this fiercely independent founder. You 100% of your firm and what you say goes. And now you got partners. So in your experience, when all the years you’ve done this with big companies and now your own firm, you know, how how should two strong willed, independent founders think about working together and how might you help them consider that as an alternative? 

Jonathan Wilson [00:10:51] You know, that’s so key. And that is not outside of a merger of equals. That’s really with every single M&A transaction. When you think about culture that’s behind everything that is going to be coming out of a merger of any kind. Right. Because the people are what helps you gain your revenue. They’re also the people that can sink your ship. So those are things you think about from a cold perspective. You want to lead with having them as part of the diligence process. So you want to think about what exactly what are similarities of the cultures, how do you operate, what kind of systems you use, what kind of processes you use? Is it is it a culture of meetings, a culture, ad hoc conversations that matters? You know, there are there are there series is a credit culture that also matters to you. Is one willing to take out more loans than the other? That that also is a big that can also sink our ship senior seat or help partnerships as well. But you want to go through any. You want to go through it like any other judge over the process and think about culture as a unique workstream and combine that with your H.R. element and your communication plan, Strong communication plan. Yeah. 

Greg Alexander [00:12:11] That’s why I would suggest to members who might want to consider this idea, to pick up the phone and call Jonathan and consider having him be your facilitator here. And the reason for that is that, you know, sometimes you need a facilitator and just the presence of an independent third party who can facilitate these conversations makes it easier to do. And that’s why this unique blend of the CEO whisperer through the lens of M&A transactions would be really helpful. And Jonathan is adhering to his code of conduct. And thank you for that. It is. And why make this a sales pitch? But I want to put that out there on his behalf. That’s why somebody like him, you know, a consultant that specializes in M&A transactions, is particularly useful in the use case of a merger of equals. One more thing I want to discuss with you, and we’ll talk at much greater length on this when we have the Friday role model session and we have an hour as opposed to 15 minutes is is I have a situation with some members who want to sell. They go through diligence, which you just brought up, which made me think about this part of diligence as the management meetings and potential acquirer says, You’re a brilliant founder, but you have no depth beyond you. And it’s too risky because if I buy your firm and something happens to you, the firm goes poof overnight. So can a merger of equals solve that problem? That problem defined as founder risk? 

Jonathan Wilson [00:13:38] Well, that’s a good question because, you know, I hate to do it in the answer. 

Greg Alexander [00:13:43] But it does. 

Jonathan Wilson [00:13:45] But it really does. The idea is that sometimes things revolve around a founder, and it wasn’t in that way. Does it mean that there wasn’t open to other ways of working? It just became that that fair number two left at the wrong time or something else happened. So that doesn’t necessarily have to be a big game changer or showstopper, but you do have to make sure that founders open to other ways of thinking, because if if they’re not, then that’s going to be a hard case for managing others, in which case, you know, if you become a larger part of a larger organization, it’s going to be somebody rejecting his way of working. Right. 

Greg Alexander [00:14:26] Yeah, exactly. Exactly. And one of the items that would be discussed during the diligence phase of a merger of equals would be the chart. And you’d say, okay, here’s my org chart and here’s your org chart. We put these things on top of each other. Yes, there are redundancies and there’s also holes. So so for example, maybe, maybe I’ve got a great firm and what I’m really great at as my donor, my domain and I have outstanding client delivery, but I’m weak on sales. Well, then I would want to merge with with a firm who their strength is sales, because that’s what I’m getting in the transaction and maybe their weaknesses client delivery. So in that scenario, one plus one equals three because there’s complementary skills. So you’re looking for how you lay these two orchards together and the organization, the team gets strengthened as a result of that. Now that does two things for you. One, it makes you a lot more attractive to potential acquirer, which is what we’re talking about today. But number two, in the event that you can’t transact after the merger, things happen, economic cycles, etc., the firm’s going to be a lot better off because you’re going to have a stronger team and you might be able to scale to to new heights. So with that, we’re at our our time window here, but I want to point the audience in a couple of directions. So first, if you’re a member and you’re listening, please watch out for the invite that you’ll get from us to attend Jonathan’s role model session. That’s a private Q&A, and you’ll have an opportunity to double click on this idea. And most importantly, ask Jonathan direct questions about, you know, how you might consider this and your firm if you’re not a member and you might think you want to be to learn about things like this and others go to collective 54 Ecom can fill out a form and one of our reps will get in contact with you. And if you just want to further educate yourself on growing, scaling and exiting a firm which would include this topic, but others. I’m going to point you to two books. One’s called The Boutique How to Start Scale and Sell a Professional services Firm, and that’s for everybody, members and nonmembers. If you are a member, there’s a book that’s only available to you. It’s called The Founder Bottleneck How to Scale Yourself and a Merger of Equals is one way to do that. I would encourage you to dive back into that book and really devour its concepts and principles. But listen, the way this works is we’re a collective. The name was chosen for a reason, and that requires members like Jonathan to make deposits in the Knowledge bank, because if we all do that, we all get smarter and that is that knowledge base grows. You’re able to also make withdrawals of that knowledge. So, Jonathan, on behalf of the community, you’re a fantastic member. We’re so lucky to have you. And thanks for sharing your wisdom with us today. 

Jonathan Wilson [00:17:17] You Greg, It’s fantastic to be part of your organization, so I really appreciate you. 

Greg Alexander [00:17:22] Okay, Very good. All right. Well, with that, I wish everybody the best of luck as they try to grow, scale and exit their firms. And until next time, we’ll talk to you then and go get them. 

Jonathan Wilson [00:17:35] Thank you for having me.