Countdown acquisition

If you want your closing to go smoothly – before, during, and after the deal – make sure you take these six critical steps.

There is a lot of acquisition activity in the AEC industry these days, and with each deal, several obstacles need to be overcome before closing. These typically include: conducting preliminary research and narrowing in on potential firms; making introductions and preliminary discussions; getting the acquisition closed; and integrating the teams once the deal is done.

All aspects of an acquisition are equally important, though in my experience, success comes down to the due diligence and details involved in closing the deal. After a firm has been identified, introductions have been made, and the ball is rolling, having the right people involved and aligned to specific goals will make for a successful acquisition.

It all begins by assembling the right team:

• Create a core team of consultants. We pull in experts from outside of the company, which include attorneys, accountants, and professional M&A consultants. It is important to include professionals who have previous M&A experience and know what to expect. The right consultants will understand how to protect the interests of both firms throughout the process.
• In addition to gathering a team experienced in M&A, make sure that their expertise is AEC industry-specific. When dealing with architecture or engineering firms, the process for valuation, deal structure, etc., varies widely from other industries, so having an understanding of those nuances will be important to the success of the deal.
• Involve your corporate service leaders. At Westwood, “corporate service leaders” are our team members in charge of HR, finance, IT, brand and communications, legal, and other corporate functions. Each plays a critical role in the negotiating process. Getting them on board early is important. Their specific fields of expertise are invaluable, not only in getting the acquisition closed, but in the post-closing integration. The more they understand, the more likely we are to avoid unexpected issues on both sides along the way.
• Identify an acquisition leader. With all the different players involved, it cannot be stressed enough how important it is to have one person leading the acquisition process for your organization. This leader keeps the process moving forward and limits miscommunication. At Westwood, we require a senior leader who has experience in acquisitions and can lead a team through a complex process of negotiations with multiple moving parts. They must fully understand the acquisition business objectives and be able to effectively assign roles and responsibilities. Timing of all activities is critical as well, so an experienced leader will be able to envision all involved in the process and plan for a successful closing.

Once the team is assembled, get focused on these six critical closing activities:

• Create the letter of intent. An entire article could be written on the strategy behind the preparation of this document. The LOI is the foundation of any deal and can set an acquisition up for success or failure. The LOI should be as specific as possible regarding the structure of the deal, financial compensation, employee agreements, and any other items that are foundational to the deal that were discussed and agreed upon during preliminary discussions. The LOI will be the basis for preparation of all the final agreements. By assembling the right team before preparing the LOI document, you will have the resources you need to ensure the document is comprehensive in defining all of the elements listed here.
• Set a closing date. Seems obvious, but set a closing date and stick to it. Make sure you allow adequate time to prepare agreements and schedules and to compile the proper due diligence items. Your experienced core team should know what it takes. The date should be tight enough to push the team. The acquisition leader will feel the pressure to move the date, but stick to it. Work to keep the team focused and encouraged to reach the end date. It is in the best interest of both firms to avoid delaying a closing because the process will distract all involved and require an occasional shift in their focus from day-to-day business to getting the deal done. Especially as the closing date draws near.
• Establish documentation deadlines. There are several documents that are part of the final agreement, such as the final purchase agreement, schedules, employment agreements, and other miscellaneous agreements. Each document has to be negotiated and often goes back and forth between each organization. Setting deadlines for each document, and holding team members to the schedule, will get the deal closed.
• Be direct and truthful in negotiations. The specific firm you are acquiring likely has similar operations and cultures. However, there will always be differences. Negotiating is a natural form of conflict because two sides will advocate for what they want. Be direct and truthful during the negotiation process and don’t ignore issues or warning signs that come up. Waiting until a deal is closed or hoping issues simply go away can be catastrophic to building trust and lead to major complications later on. Westwood actually stopped a deal on closing day, which was very hard to do. However, it was ultimately the right decision because the firm we were acquiring was not truthful. Trust was lost. Don’t be afraid to state any concerns and be truthful about your organization’s values and approach to operations and culture. It’s necessary to be aligned in those things in order to be successful.
• Develop an integration strategy before you close. Don’t put aside talks about integration until after you close. Having a mutually defined and accepted integration plan will make the post-integration process more successful. The leadership teams from both firms need to be in agreement on how to integrate for it to be done successfully. Vet out and negotiate differences before you close the deal. Integration is a moving target because of the complexities involved when dealing with people, processes, and culture. Most of that doesn’t expose itself until post-closing. There is value in establishing a baseline plan, prior to closing the deal, that you can refer back to when things get off course.
• Evaluate the roles of your new team. It’s easy to allow negotiations and preparation of the agreements to distract from taking time to discuss how each new employee will fit into the organization, but it is crucial to do so before you close the deal. Be proactive and set aside time during the scheduling process to make talking about employees a priority. Doing so demonstrates to the acquired leadership team that their employees are important to you. The process will help you understand expectations around salaries, bonuses, benefits, positions, titles, roles, and responsibilities.

Finally, take good care of your people! Throughout the process, remember that acquisitions are about the people – they are your greatest asset and value gain for your organization. As such, employees should know how important they are to you by your actions and attention to their needs. Prepare your leadership team by providing them with a consistent and accurate message, and then create communication channels for all employees to get the answers they need once they learn about the acquisition.

Acquisitions mean change, and change can be difficult. Before and after the deal is done, retaining acquired staff and engaging existing staff should be a top priority in maintaining value and protecting your investment. If you master this, you make the challenges that arise in due diligence and closing activities all worthwhile.

Bryan Powell, PE, senior vice president, Land Division, Westwood Professional Services. He can be reached at bryan.powell@westwoodps.com.