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Mergers & Acquisitions: A Roadmap to Maximizing Value

 

The most frequently asked questions I get asked by advisors who are thinking about acquiring a book of business are – ‘Where do I start? And what steps should I take to ensure that I’ll be successful?’ Advisors are right to be concerned because most acquisitions involving professional services firms (anywhere from 70-90%) fail to achieve their pre-acquisition objectives. Whether it is a lack of strategic planning, poor integration planning, failure to pay attention to risk management, culture clashes, or spending too much, the truth is, acquisitions are hard to get right.

 

Set out below are 6 “must-do” best practices that will help you create value and increase the likelihood of your success when acquiring a book of business.

 

1.    Understand Your ‘Why’

It is imperative that you start by clearly understanding what is driving your desire to make an acquisition. What are the outcomes and benefits that you hope to achieve? Whether it is to reposition your client base, enter into a new market, or simply to acquire additional assets for greater scale and increased revenue, understanding your ‘why’ will bring clarity and focus to your M&A strategy. It will ensure that your M&A strategy aligns with your vision and the strategic direction that you have set for your firm. It will also create a set of criteria for you to evaluate the merits of a particular opportunity and enable you to identify the profile and characteristics of your ideal target firm. Given the cost, time, resources and personal commitment required, you cannot afford to start your M&A journey by heading in the wrong direction.

 

2.    Assess the State of Your Business

Prior to going to market, every advisor should first ask themselves a fundamental question: ‘Is my business truly ready to take on another book?’ Buyers who go to market before their business is ready are more likely to destroy value than create it. So take a hard look at your business and make sure that your workflows, processes and procedures are efficient, scalable and align with regulatory requirements. Make sure that you have a team in place that can help you to integrate and service a new book and continue to maintain your existing clients. Integrating a new book onto a business platform that is less than rock-solid is asking for trouble. In today’s market, sellers have choices, and they are looking for buyers who can offer their clients the most value. So lay the foundation for a successful acquisition by ensuring the strength of your business model and service platform.

 

3.    Valuation – Don’t Rely On “Rules of Thumb”

Too many advisors rely on industry ‘rules of thumb’ (ie, a multiple of revenues or percentage of assets) when attempting to value a target firm. Do not fall into this trap. The actual value of a firm is not merely a multiple of revenues or a percentage of assets. Several key factors tend to drive value in every advisory business, including strategic and cultural fit, quality of the client base, recurring vs. non-recurring revenues, transition risk, goodwill (or enterprise value), and regulatory risk. Make sure you do your due diligence and assess these factors if you want to determine the true value of a target firm and prior to putting together your offer.

 

4.    Pay Attention To Deal Structure

Every advisor spends much time focused on valuation and purchase price but relatively little on deal structure and how that purchase price is to be paid. While the purchase price is critical, it is very often the deal structure that determines whether a deal gets done. Most deal structures are comprised of three components: an initial (non-refundable) down payment, a financing repayment stream, and an adjustment to the purchase price if a minimum amount of assets fail to transition to the buyer. How these three elements are negotiated and structured will impact each parties’ perception as to the value of the deal, the buyer’s ability to pay for the deal and, therefore, whether a deal is made. It is also a key way for the parties to allocate risk in the transaction.

 

5.    Create a Joint Transition Plan

Every acquisition will ultimately be judged by the amount of client assets that transition from seller to buyer. The key to every successful acquisition is a well-designed and robust transition plan that maps out the roles and responsibilities of both parties, a precise client segmentation and communication strategy, the role of staff members, and key integration milestones and timelines. The more detail, the better. Do not underestimate the value of a well thought out transition plan. It may be the most important thing that determines the overall success of an acquisition. Start discussing transition planning shortly after you have completed your due diligence and agreed on the price. Make sure you finalize your transition plan before entering into a purchase agreement. You want to ensure that you hit the ground running as soon as possible.

 

6.    Consider Non-traditional Strategies

There are different acquisition strategies you can employ to achieve your goals and objectives. Too many advisors lock themselves into a particular way of thinking about how acquisitions are done. They tend to believe every acquisition results from knocking on the door of a 65 year-old advisor waiting to sell his or her business. This is not usually the case. Broaden your thinking to include non-traditional strategies that can create opportunities where none might have existed. If you have a strong business model and service platform in place, you are in a position to offer a potential seller something more than just a down payment and a promissory note. You can offer them continuity, a safe haven for themselves and a viable option for their clients, all of which are very much in demand in today’s market. Having an open mind can lead you down a different path but towards the same objective.

 

If you are considering acquiring a book of business and want to increase the likelihood of your success, make sure you incorporate these ideas as part of your acquisition process. They will be foundational to your success.

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