M&A Imagineer: Split-Pricing Acquisition Strategy
Smaller businesses often struggle to raise their prices, sometimes due to fierce competition but also, especially in sub-contract manufacturing, because of annual price reviews that demand lower and lower prices from the supplier only to swell the profits of the O.E.M. (“original equipment manufacturer”), so that they can maintain their own profit targets.? In the latter case, there is an implied threat that if prices are not “competitive” then alternative suppliers will be sought.? When you are desperate for work, and reliant on a few large customers for business, it is very easy to give in to such intimidation – to appease a vital “customer” base.
Consequently the owner/manager may be forced to keep margins extremely tight for many, many years; which is problematic for your succession plan – insofar as your financial statements do not really reflect a more realistic business valuation, that discounts and incorporates (theoretical) annual price rises had the customer pressure not been applied.
It is very difficult psychologically to suddenly turnaround to your key customers and to say (politely), after many years of pressure, that you will have to raise prices moving forwards; but far less intimidating to a seasoned business buyer that can utilise both organic sales and marketing techniques and strategic business “tuck-ins” (acquisitions) to dilute the customer concentration.? So even if a “customer” decides to place their business elsewhere, the business buyer will be a little disappointed for sure but otherwise indifferent – because they intuitively know that most customers can be replaced (if unprofitable)?
The “split-pricing acquisition strategy” is an arbitrage acquisition model, mutually beneficial for the seller and business buyer, that values the business as is – which the acquirer amicably agrees to pay on terms that both parties are happy with.? Such price and terms being the “floor” or minimum due to the seller.? Hereafter, both the seller and buyer agree to effectively collaborate, with the buyer agreeing to help to increase margins and to reduce customer concentration (in addition to any accounting policy review) – thereafter, the business is revalued and either sold jointly to a third party acquirer (in which case the buyer receives most of the enhanced value above the price “floor” less a premium for the seller) or the buyer themselves formally makes the acquisition – giving the seller the “floor” price plus a fair % of the extra value generated?
Where a seller is particularly timid, the buyer could make the strategic acquisitions and improvements to conventional sales and marketing first – which, at least, match the current business value; and, then advise the key customers of the impending price increases, assume that a few may leave – let them.? If the work that you produce is of sufficiently high quality then eventually they may make their back to your door?? In the meantime, the seller and buyer continue to work together to increase the range of profitable clients.? The seller then “exits” when they feel that they have achieved the “value” that they were seeking for the business.
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The idea here is to bring a fresh approach and to utilise the expertise of the seasoned business buyer to enhance business value – a skill that the seller may not possess in-house – but on a mutually beneficial basis?
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Kip
The EBO Guy
…Acquiring businesses for employees