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  • James Darnell | Unlocking the Potential of Successful Family-Owned Businesses
    POSTED 3.30.21 M&A Masters Podcast

    Our special guest on this week’s episode of M&A Masters is James Darnell. James is the Managing Partner of KLH Capital, a private equity firm based in Tampa, Florida, that focuses on serving family and founder-owned, lower middle-market companies throughout the US. KLH Capital was recently recognized as Private Equity Firm of the Year by M&A Source.

    “We’re always thinking, ‘How do we add value? How do we help teams be more successful? How do we help them grow? And, what do we have to do to make that happen?’”, says James.

    We chat about KLH’s firsthand experience with buying, as well as:

    • Unlocking the potential of successful family-owned businesses
    • Offering leadership development services to transition ownership
    • Investing in technology to make more data-driven decisions
    • Establishing a better paradigm with Reps and Warranties
    • And more

    Listen Now…

    MENTIONED IN THIS EPISODE:

    TRANSCRIPT:

    Patrick Stroth: Hello there. I’m Patrick Stroth, President of Rubicon M&A Insurance Services. Welcome to M&A Masters where I speak with the leading experts in mergers and acquisitions. And we’re all about one thing here. That’s a clean exit for owners, founders and their investors. Today I’m joined by James Darnell, managing partner of KLH Capital. KLH Capital is a private equity firm based in Tampa, Florida, that focuses on serving family and founder owned lower middle market companies. In addition to being extremely active with six successfully completed deals in 2020, KLH Capital was recognized as private equity firm of the year by M&A Source. It’s not too bad during a pandemic. James it’s great to have you here today. Thanks for joining me.

    James Darnell: Oh, it’s a pleasure to be here. Thanks for having me, Patrick.

    Patrick: Yeah, James, I mean, we’re just starting off here. But let’s be honest, okay. You were kind of sad to see 2020 go, weren’t you?

    James: Well, you know, in a lot of ways I was, before the pandemic, I spent my life on an airplane as a road warrior. And last year gave me a pretty unique opportunity to spend more time with my family and my kids. And so, you know, while while you know, definitely a challenging year, in a lot of respects was also a blessing in many others. And for that, we’re grateful. But But yeah, like, like many I was glad to turn the chapter on the year.

    Patrick: Yeah, well I’d say with with the change in travel and business development, I think sometimes less is more. So I think we’re going to happily adapt to that. If things change up. So before we get into KLH Capital, let’s start with you, James, what brought you to this point in your career?

    James: Well, I’ve been pretty fortunate, I grew up, again, a lower middle class family in South Alabama, which is not a really a hotbed for investment banking, or private equity investing. But I had a great family who helped me get to college at the University of Alabama. And in college, I went to work for a small business broker in Birmingham, Alabama, who kind of taught me how to buy and sell companies, and some told me how the business worked. And from there, I was fortunate enough to go and actually help run one of his first portfolio companies as the CFO. And so I got to work inside the business for a few years, you know, really living kind of what we call a wartime, you know, experience, because this was during the financial crisis. And so I get to learn a tremendous amount about how a business really works from the inside. 

    And that’s actually helped me, I believe, to be very successful as a as a private equity investor myself, just kind of really understanding what the company is going through. And, you know, US private equity guys, if you don’t know this, we actually are the smartest guys in print. And that’s a that’s, it’s in the Bible. That’s how it works. And, and so, you know, private equity, guys like to sit in conference rooms, and say, we’re going to pursue a differentiation strategy, or we’re going to move this or we’re going to do this or whatever. And having sat in an operator’s chair, it’s, it’s helpful to have a perspective to understand that, you know, it’s not always quite that easy. And so I got to do that for a couple years. And then after I did that, my partner Will, and I, you know, saw an opportunity to continue building KLH. Ah, and so then I moved to work here at the, at the firm, and I’ve been doing it ever since. So it’s been a been a wild ride so far.

    Patrick: Well, I think that when times are easy, you know, take the learn very much. It’s when times are tough, that all of a sudden, you have to start breaking rules, or breaking habits and and trying something different. So I’m sure you’ve got a lot in your time there as an operator.

    James: Yeah, that’s exactly right. We have a saying around here that says, you know, revenue growth covers a lot of sins. And, you know, and when wet revenue stopped to grow and or God forbid, pulls back, then you get to see kind of who’s been swimming naked, so to speak. Right. And, you know, that we learned that in 08, 09, we’ve learned that last year, and, you know, try and learn from those experiences and continue to build build great companies.

    Patrick: Let’s talk about KLH Capital. And I tend to get an insight on that companies by with their culture and their founding and so forth by the way, their named. Tell us what KLH get named for?

    James: Well, KLH was actually formed as kind of a joint family office for a couple of high net worth, you know, guys here in Florida, who were mainly managing their own money, and the K, the L and H were their initials. And my partner Will and I were actually the first you know, employees who were working for them to help them do their deals and help them manage their personal portfolio. And over the years, we did really well, we made them a lot of money. And we raised a fund and we invested that did really well and so on and so forth. 

    And over time, my partner Will and I actually did an MBO of our own and bought our firm from the guys who had originally started it and, and so we have kind of first hand experience going through what we help our portfolio companies do, which is, you know, help the people who have built the firm realize liquidity and value for what they’ve created, but also enable the younger generation to continue to have a runway in the path to grow their careers and build wealth for themselves. And so that’s what we got to do here. So yeah, the K on the L and H, the KLH, or just, you know, the, the name of the firm that we were, we managed to buy and, you know, represents kind of the brand that we’re trying to build. 

    Patrick: And you continued the brand, you didn’t go ahead and name it Darnell.

    James: Yeah, that’s right. We I mean, look, we toyed with the idea and we said, Hey, well, what if we change the name of it? or what have we rebrand or something like that. And we just felt like there was actually true value in the name out in the marketplace. And when people we believe when people say, hey, I’m working with KLH, that means something and and that represents something that you’re going to get a fair deal with people that you can trust, and you’re going to be treated with integrity and respect. And, and we believe that that helps us win deals and invest in the right businesses. So for those reasons, we decided to keep it.

    Patrick: Well, yeah, your focus is on owner founder lower middle market companies, you haven’t scaled up. What why is that tell me about your direction there and if it’s a passion or a business choice. Why lower middle market and not upstream?

    James: Our passion for this segment of the market is really rooted from, you know, kind of our heritage of where we come from, you know, we grew up working with, you know, founder and owner, operator, you know, businesses that have never been, you know, exposed to institutional capital. So, you know, firms that don’t have great financials. Firms that don’t have maybe the best websites. Firms that don’t know how to put a fancy board deck together in a fancy spreadsheet together to explain things to the smart CFA guys in New York and Chicago with their fancy ties and things that so these businesses, you know, are great companies that have a tremendous amount of potential to grow and realize higher levels of success and help, but they need they need help getting there, they need a process, they need a guide, who can help them reach their full potential. 

    And that’s what, that’s why we really exist. And so, you know, the size of the companies have changed over the years, as just the amount of money you know, that we manage, you know, it’s changed. But But all of our companies have in common is that they’ve reached an inflection point in their life cycle where they’ve built a lot of value in the company. And the owners of the business need to realize some of that value. But they want to align themselves with a partner that shares the same vision and values for where the company can go, that they have. And my job and our job here at KLH is to equip them to realize that vision and, and do it in a way that everybody is able to enjoy and have fun while we do it. So that’s why we exist.

    Patrick: Yeah, I think that’s fantastic. That’s why we really want to highlight firms like kale h capital, because I sincerely believe that the lower middle market on top of the very, very large marketplace out there, there are a lot of companies in that space that truly need help. They’re great companies. But if they don’t know about KLH Capital, or firms like yours that are committed to firms their size, they’re going to default and go to a higher priced institution, where they’re not going to get great response time, they’re not going to get the resources that fit their needs. And they’ll get overlooked, they will get overcharged, but they’ll get overlooked. And it’s just not a fit. 

    And a lot of these organizations, like you say they don’t have the clean financial state don’t have things that are presentable and staged, like, I guess, staging a house. And so it’s organizations like yours, that can look through that and see the value. And so that’s why we love highlighting organizations like yours. Now, James, you know, what does KLH Capital bring to the table? You’ve got experience as the operator, and you are looking I’ve got, I figured that you’ve got the patience with organizations that aren’t as, quote unquote, pretty or claim, but what do you bring to the table that helps the fund and makes a good partnership?

    James: The primary thing that we bring to the table is experience helping companies make the transition from you know, family owned or entrepreneurial led businesses, to companies that can run with the premier middle market businesses, you know, in their industry, right. And so there is a large chasm, if you will, between where these companies are today and where they need to get to, both in their maturation, their leadership, their systems, all those types of things. And that’s not a knock against where the companies are today. Because those businesses are great companies. 

    They created a lot of value. You know, they’ve done well they’ve created a lot of wealth for the you know, family or the entrepreneurs. built it, but it has potential. And that’s what we’re really about is helping them unlock that potential. And so we spent a lot of time working with the leader on developing their team, right. And so leadership development of, you know, the C suite, which gets a lot of attention, but also that second tier of managers to make sure that that that entrepreneur who maybe has never been on a true vacation in the last 20 years, because he’s always going to be in the thing can can can build a team where he can really truly disconnect and get away. 

    And yes, that we spend time with him working on things like that. We do a leadership forum, we invest a lot in coaching, we do a lot of things like that, to help those teams, we spend a lot of time on systems and infrastructure. So technology is a obviously a very powerful force in the world today, for entrepreneurs who have been reluctant to invest in technology, because they’re not quite sure of the payback on it, we’re able to come to the table and say, No, no, no, no, look, this absolutely works. If we put in, you know, a route based GPS software into your fleet, you know, we can look how many, you know, road miles, we can say driving every year and what this means for gas and repairs, and maintenance and insurance. 

    Like, here’s the payback, we’ve done it eight times in the last two years, like, hey, let’s put in this new earpiece system, which will give us access to all this, you know, data and analytics that will help us make more data informed decisions, which will, you know, hopefully make better decisions, but also help us create more equity value, you know, for the company down the road, as we’re thinking strategically about our options. So think about a lot of things like that. And then there’s just kind of the housekeeping of how you run a business, how you do your accounting, how you do your insurance, what bureaus your real estate situation look like. And so we’re able to kind of help with all of those types of things, you know, both at a board level, and if the company needs, you know, kind of at a at an operational level with some of our operating partners that we would bring in.

    Patrick: I think that’s unique in what you say here, where you’re not just helping the C, the C suite, you’re going down a level to middle management, the folks that have to implement and monitor and actually get feedback. And I can’t understate how important that is because particularly when you’re incorporating new technology, and you probably have a lot of cases, we’ll talk about, you know, your your target your target profile clients, but in portfolio companies, but I can imagine that not everybody embraces new technology, the same way. And there are some that will actually really fight and you talk about the the GPS routing, because I had experienced with that with moving and storage company where they really thought the division manager or whatever, really fought the new electronic GPS systems. So it’s helpful to have that that guidance, not just the checkbook.

    James: Yeah, no, that’s exactly right. And we’re, you know, is, as you even said, that I’m thinking about one of our portfolio companies right now, where the CFO is, is is fighting me on the idea of putting in a new inventory management system, because, you know, he kind of likes it, how he likes it and stuff. But the problem is, it doesn’t, you know, allow for the centralized purchasing and things that we need to do to be able to make the business more efficient, more lean, and so, but that’s, that’s the job, right? I mean, and this is where we, you know, there’s, I got a lot of kids, so I think about things and, you know, in kind of the parenting paradigm a lot of times, right. 

    And you can use the carrot, or you can use a stick. And, you know, we don’t ever like to pull the stick out. And so it’s just a matter of, okay, maybe you’re not a carrot guy, maybe you’re a strawberry guy, but there’s nothing I can do to help you, you know, get you to where I want it where I want you to go. And, and, you know, sometimes I gotta nudge you along a little bit. But, you know, once once, once everybody’s able to get over the reluctant fear of like, you’re here to change everything, then then we’re able to generally make a lot of progress in some of these initiatives. 

    Patrick: Well I think the other observation I make with what you’re what you’re saying here is that unlike the perception of the non M&A perception, where you’re not involved with this on a daily basis, when you come up, you’re experiencing mergers and acquisitions, as from what you hear the news is Company A buys Company B, those are right, you cannot remove the human element in mergers and acquisitions, okay, it is really a group of people choosing to partner with another group of people with the objective that one plus one equals five. And if you try to remove that human element, you’re you’re not going to you’re not going to move forward. So it’s great that you guys focus so much on the training and the education and the coaching. Coaching is great. I mean, and that that’s a new development in education now is everybody now has a coach.

    James: Yeah. Now that’s exactly right. I mean, you know, I think 20-30 years ago when you know, the idea of private equity and you know, we’re called today, the lower middle market came to be, you know, it was really just financial engineering, right? If you bought a company cheap enough and didn’t go bankrupt, then you were generally gonna make money but did you use debt Just, frankly, was pretty simple, not a lot of work. But these days, you know, you have to do that. But like, it’s not necessarily about, you know, what you pay for a business, you know, I mean, because everybody kind of understands what fair value mean is for most companies, and nobody’s really going to give their business away anymore. 

    It’s about creating value, you have to actually create value, or you or you don’t have a reason to exist. And so that’s what we, in my partners, and I wake up every day thinking about is like, okay, we’re very fortunate, we have eight companies that we are fortunate enough to be partnered with right now. And Lord willing, another eight that I don’t know about that are out there somewhere, you know, today, and we’re working on thinking about how do we add value to those guys, you know, how do we help those teams be more successful? How do we help them grow? And what do we have to do to make that happen?

    Patrick: Well, I’m sure those eight companies are looking for you right now change. Why don’t you guys, give me the profile of your ideal target. What are you looking for?

    James: So we focus on industrial service and distribution businesses. And sometimes light manufacturing businesses that are typically going to be between 20 and 50 million per year in revenue, that we think have the potential to double over, you know, the next 4,5,6,7,8 years. And those are those are the types of, you know, if I was to describe the perfect woman, if you will, or the perfect deal, that that’s what it would be, you know, sometimes we go smaller than that, sometimes we go bigger than that. But those those are the type type companies on the surface. 

    But once you kind of check the box on that, because that’s just two bullet points, like does it meet this yes, or no? It is really about the situation, you know, where a family or an entrepreneur has built a business, they’ve created some value, and maybe it represents the vast majority of their net worth, they need to do a deal, right, they realize they need to do a deal, they need to be thinking about succession planning, they need to be thinking about their estate and liquidity and taxes. 

    But they want to preserve their heritage, because identity to business people, particularly men, and the women were differently, but for men, our identity as the leaders and the bosses in the kings, if you will, of these kingdoms is very important to them. And these kings want to be thought well of, in, in, in their communities when they come and when they go. And so you know, that means doing a deal with people that can help them make sure that they feel good about their name, and what they built and how they, how they left, if you will, kind of thing and so the people that are concerned about that, or whatever, we were the right fit for those folks.

    Patrick: Now, so the majority of your portfolio companies, management stays on or owner founder stays on, and you’re bridging that as they go to the next chapter of growth? Or are they looking just for exit?

    James: We strongly believe in investing in managers who have a demonstrated track record of success in running their business. So sometimes, you know, if you have a team of three people, maybe one person wants to leave immediately, one person wants to leave in two or three years and one person wants to retire in five years, you know, so you see you kind of are constantly, you know, configuring the team. But if somebody just wakes up one day and says, hey, I want to sell my business and you know, head to Cabo, then we’re probably not the right fit for there’s, there’s groups out there that absolutely would be a good fit for those entrepreneurs. 

    But that wouldn’t be for us. And so, you know, we’re looking for somebody who’s, you know, generally in their 40s, or 50s, right, they’ve run hard for 20-25 years, they’ve got another five or 10 years left. But they’re also understand the way the world works. And, you know, they maybe they’ve gotten their business to somewhere where they need some help kind of reaching that next level. And, you know, as part of that, you’ve got to do a transition. And so that those are the types of situations that we’re looking to help with.

    Patrick: Are you limited geographically for the area that you target or all over the country?

    James: KLH invests all over the country. We generally spend more time west or excuse me, east of the Rocky Mountains as you would expect the based here in Florida, it’s just a little bit easier to get to. And so it’s a little bit easier to be in front of our management teams. But we have invested in Colorado before we’ve chased deals in Washington and California before. We’ve got businesses now in Texas and New Jersey and Ohio. And so really anywhere anywhere Delta or Southwest flies we are will be there.

    Patrick: Now I don’t know if it’s accurate to connect you with with University of Alabama but I get kind of a feel that another unique element that you’re looking for is a sense of competition. Somebody who enjoys competition and enjoys pressing their limits and pressing about their envelope for performance because it sounds from what you said earlier that you’ve got firms that want to make it to the next level, and they want to be up with their competitors and stuff. So you’ve got, you’re looking for organizations where management has kind of a fire in the belly.

    James: Yeah, no, that’s exactly right. I mean, there’s no such thing as a free lunch. And so, you know, in any industry, that is making money, you know, there’s somebody out there plotting to, you know, take that from right, the famous Jeff Bezos quote, right, your your margin is my opportunity, that that exists in more than just, you know, selling books over the internet, as Barnes and Noble learned. And so, you know, for all of our businesses, we preach that and so we, we kind of train, we practice, we work hard, we do the hard things, because it is about winning, it’s about growing, and, sure you got it, you got to have a fire in the belly, you know, to do that, and that’s part of, of making sure that people are the right fit for what you’re trying to do. 

    You know, I mean, if you if businesses are a, you know, I wanna say a cash cow, but essentially cash cow type companies that were really, really dominant, successful, and, you know, they’re just kind of rotten out or whatever, then again, that’s great, I hope to own a cash cow myself, personally, one day that I can, you know, continue to milk into my later years. But, you know, for investors like us who are passionate about building great enduring businesses, those might not be the right candidates to start with. And so that’s where it’s so important to understand. You know, you’re you’re the business owner and the management team, what is their vision? Where did they see their business go? And, and can you actually help them with what you know, that you’re good at, so that you can be aligned from the beginning in what your strategy is, and what your goals and and what your objectives are.

    Patrick: One of the things we have to remember with mergers and acquisitions is that, you know, it’s not all done in a vacuum, there is risk, there are dangers out there. And I can imagine what you come across a lot of times, James, with the portfolio, companies that you’re targeting their first time, M&A folks, and so they haven’t been used to this whole process. And they don’t realize until they’re in the negotiations that they can be held personally liable to the buyer, you if you know, there are any financial problems that happen post closing or something unknown comes out that wasn’t turned out very diligently. 

    And so for the first time, the these owners and founders realized that, hey, I don’t have a corporate veil to hide behind it is being in my money that’s at risk. And that creates a lot of tension and a lot of fear. And one of the things that developed over the last couple of years, especially great for the lower middle market, is there’s an insurance product out there that can literally take the indemnity obligation that the seller has to the buyer, and transfer that over to an insurance company. So buyer has peace of mind that if something does, you know, unforeseen happen post closing, they’re going to be made holding, their financial loss will be covered. And for sellers, they know that they’re not going to be risking a clawback or a very large escrow. 

    That’s going to be held back for several years, because, you know, the insurance policy is stepped in, and the products been reserved for mid market deals. It’s called reps and warranties insurance. And in the last year and a half, you know, the news has been a little stunted, because of the pandemic and just can’t get the news out about it. But now you’ve got transactions down in the $15,000,000. 15 to $20 million dollar level that are now insurable, which wasn’t the case in 2019 or 2018. So, you know, I’m just curious James, you know, good bad or indifferent what experience have you guys had rep and warranty on your deals?

    James: Sure, we’re big fans of the rep and warranty policies. We use them for virtually every, you know, transaction, we’re involved in both as buyers or sellers in businesses. They’re particularly helpful when we’re investing in a new business because, you know, the indemnification agreements that you referenced are essentially like a prenup, you know, in a marriage, and it’s just really, really awkward. You know, when you’re engaged and you’re planning a wedding and they’ve been so excited to have to talk about well, but you know, if something goes wrong, we do we are going to sue you for this and sue you for that. 

    Like it just it just I’m telling it is extraordinarily awkward dynamic to start a relationship on. And so it’s so much more helpful to be able to say, hey, look, here’s these reps, you’re telling us that your customers are real, and your employees are real, or whatever in this company is going to ensure that and if they’re not, then this company, then this insurance company will be on the hook for that. And, and so, you know, you don’t have to worry about any of these reps and we’re all good, right? And it just allows the relationship to really kind of skip over that. That part of the house, they skipped over the part because she’s gonna have to negotiate it, but it just sets up a fresh paradigm for the relationship when you start out. 

    And for us as investors, it gives us a lot of comfort, because we’ve been in the situation before where, you know, God forbid, you do have a claim, but this is your CEO who is running your business, do you really want to make a claim against your, you know, CEO, or your management team, you know, is running your business for you, you know, kind of thing. And so, before the rep and warranty policies came to exist, the indemnifications, while they gave you, you know, some level of comfort, they weren’t really that valuable, you know, for a lot of people. And so we see a lot of benefit on the on the buy side. And of course, when we’re, you know, fortunate enough to be, you know, exiting some of our investments, we don’t want to be exposed to contingent liabilities for years and years down the road either. So, so we use them there. 

    And I do, you know, agree with you, Patrick, that they have become much more feasible for smaller deals. I’m under loi on a business right now, that’s a 16 and a half million dollar purchase price, you know, investment. And it’s an add on for one of our existing portfolio companies. And we’ll be using, you know, rep and warranty insurance for that transaction. And, you know, the cost is kind of getting baked in to the cost of the deal, and everybody understands it. And it’s really, it’s really not that big of a deal, not that big of an impediment to being able to get a great deal done.

    Patrick: Yeah, I think that’s the nice development of the marketplace now is it used to be kind of an act of Congress to bring this tool in, and it almost was, you know, had an impact on how the deals were negotiated with slowing down. And the cost was prohibitive years ago. And it’s become a very, very elegant tool, thus accelerating deals. But James, as we record this, we’re now into the new year. We’re coming up on spring. And I’m just curious, you had a great 2020. What do you see going forward? Either on a macro vision, or just for KLH Capital in your space? What trends do you see for the year coming forward?

    James: That’s a great question, Patrick. I mean, we feel that fundamentally, the the economy in the US is is quite resilient, quite strong. The fact that we’ve been able to do as well generally, as we have, despite the pandemic, I think, is a testimony to that. And we, of course, are super sensitive to the people who have been, you know, negatively affected from, you know, just a health perspective, but also their businesses as well, because not every company has done well. We have companies that haven’t done well. And we have some companies that have done well. You know, despite all those things, the economy is fundamentally strong. 

    And so as the vaccines continue to be distributed, and people become more comfortable with the new normal, and you know, states begin to open up that were otherwise, you know, more more conservatively locked down. We just think the economic engine is just going to continue to pick back up, we see unemployment, continuing the pickup, or unemployment continuing to decline as people, you know, come back to work. And now we’re very, very excited. We’ve got big plans for the year, last year was our best year ever. And we’re hoping that this year is our best year ever. Of course, there’s a lot of work to do that. And we’ve got to wake up and hustle every day and be able to create value for our companies. And that’s what we’re trying to do. So, we’ll we’ll be back to it. As soon as as soon as we roll off the air today.

    Patrick: James Darnell of KLH Capital. Thank you very much for joining us today. Just a great system there. And I’ll tell you, you got a competitive advantage, particularly against strategies because you’re going to take those owners and founders and give them that winning edge. And I can’t tell you how much that resonates from you. Thank you so much.

    James: Thank you, Patrick. I really appreciate your time. Thanks for having me.

  • Dan Phelps | Creating More Confidence For Sellers
    POSTED 3.9.21 M&A Masters Podcast

    On this week’s episode of M&A Masters, we speak with Dan Phelps, Founder and Managing Director of Salt Creek Capital, based in Silicon Valley. Salt Creek Capital is a lower middle-market private equity firm that partners with talented executives to acquire profitable small businesses across the United States. Dan earned his MBA at the University of Chicago and spent time in both venture and smaller private equity investing experiences before founding Salt Creek Capital over 11 years ago. 

    “We’re identifying businesses that we believe would be quite attractive investment candidates. We look at financials and the competitive landscape while our executive partners look at operational issues and how well their background and skill set match up with that business. When those two things come together, the operator sees an opportunity to leverage or strengthen experiences and we see a great acquisition candidate,” says Dan.

    We speak with Dan about giving sellers more comfort and confidence during transactions, as well as:

    • Preparing for changes in leadership with the Executive Partner Program
    • The need to quickly implement new software and systems
    • Creating opportunities for organic growth using the expertise of the new executives
    • And more

    Listen Now…

    MENTIONED IN THIS EPISODE:

    • https://saltcreekcap.com
    • Salt Creek Capital’s book: Exit!: Optimizing the Sale of Your Business to Professional Investors

    TRANSCRIPT:

    Patrick Stroth: Hello there, I’m Patrick Stroth, President of Rubicon M&A Insurance Services. Welcome to M&A Masters where I speak with the leading experts in mergers and acquisitions. And we’re all about one thing here. That’s a clean exit for owners, founders and their investors. Today, I’m joined by Dan Phelps, Founder and Managing Director of Salt Creek Capital based here in Silicon Valley, actually, just down the road for our offices. Salt Creek Capital is a lower middle market private equity firm that partners with talented executives to acquire profitable small businesses across the United States. And this is one of the rare times that I can actually say to a guest, howdy, neighbor. So Dan, welcome to the show.

    Dan Phelps: Hi, Patrick, thanks so much for having me. It’s a pleasure to be with you.

    Patrick: Now we’ve got a great story for the approach that Salt Creek Capital takes. And I think we may break a little bit of news here in this interview. So I’m looking forward to that. But before we go down that route, Dan, let’s start with you. How did you get to this point in your career?

    Dan: I started in principle investing over 20 years ago, shortly after earning my MBA at the University of Chicago, and spent time in both venture as well as smaller private equity investing experiences before founding Salt Creek Capital over 11 years ago with my partners, to two of my partners who are still with me and busy working every day. And I think we we had an investment strategy on lower middle market acquisitions that really focused on two factors that evolved into our strategy first, that many lower middle market businesses, meaning those that were $5 million, and below in EBITDA, were largely underserved by the private equity community. 

    Most PE firms looking for businesses larger than that, well, those businesses oftentimes were too large for an individual investor to acquire. So there’s the sort of the soft spot in the market of I would say, a million and a half to about 5 million of EBITDA, and we felt like that was a good market for us to serve. And second, it’s often the case that those businesses are owner operated situations or family owned businesses. So concurrent with a sale of control in those businesses, there’s many times the need for new leadership. And so that transition of leadership, as part of the acquisition was something that we wanted to make sure that we were prepared for, and had the capabilities to work through with a seller, concurrent with the transaction. 

    So those two dynamics have really led to how we’ve developed our investment thesis and platform, I would say to be prepared, what we’ve done is develop a bench of executives that we work with, through what we call our executive partner program. And those folks are involved with our sourcing efforts and ultimately become CEO of a company that we acquired together. So the seller is able to see those executives and meet the CEO who would be coming in post closing giving that seller more comfort and confidence in what will happen to his business post close. 

    And frankly, those executives enable us to differentiate ourselves from other buyers, because, you know, they stand out with the experiences, they bring in the accomplishments they’ve had in their prior roles. And we found this to be quite attractive to a lot of executives who have maybe run larger organizations, of bigger companies, but he had more of an entrepreneurial interest in wanting to explore that be backed by a private equity firm invest personally alongside us as part of that transaction. So it does a nice job of aligning interests with the management that we bring in of that newly acquired company. And, again, differentiates us in many respects.

    Patrick: I think that with, you know, this approach, which is really unique, you could probably have the executives that want to partner with you, they’re probably a little better at picking up investment opportunities, because you’ll have a lot of PEs, you know, have real talented, intelligent people that are out sourcing deals and working theories. You’ve got literally operators that know what they really want to do, and they know what works, and they know what to look for and, and are probably pretty successful in finding, you know, successful ventures.

    Dan: Absolutely. You’re so right about that. It definitely helps our sourcing and the rigor of the selection process that we go through. Essentially, we’re identifying businesses that we believe would be quite attractive investment candidates and we’re looking at financials and competitive landscape, our executive partners are looking at those operational issues that you mentioned, and how well their background and skill set match up with that business. 

    And when those two things come together, the operator sees an opportunity to love or strength and experiences, and we see a great acquisition candidate, way we get excited, and we go after it. And we’ve completed about 35 of these transactions over the last 10 years. And in each one of those cases, that was one of our executives becoming CEO on day one. So that that’s definitely a working model. It’s it’s proven to be very effective for us.

    Patrick: Well, tell me a little bit more about Salt Creek Capital, and you’ve been around 10 years. So you’re not new to this thing. And you’re committed to the lower middle market. We’ve talked about that. And we can get into that a little bit. But let’s get real basic here. Because unlike law firms or insurance firms that are completely lacking any kind of creativity, you know, we just name our companies after the founder’s name. Okay. This isn’t called Phelps Capital. How did you come up with the name Salt Creek?

    Dan: Yeah, great question. I relocated from Chicago, to Northern California here. And we used to live in the western suburbs in Hinsdale and salt Creek actually runs through Oak Brook and Hinsdale and some of those communities. And, you know, many of the private businesses in those areas were Salt Creek this or Salt Creek that and I sort of liked that feel that these were, you know, family owned businesses that had been around serving the community for a long time. And so I adopted that, as we began to focus on other family owned and privately held businesses is, you know, the type that we were seeking. We actually have some pictures of the real Salt Creek here in our office.

    Patrick: Well how about that. Why it’s just I mean, parallel was San Francisco’s a different districts, you’ve got the Sunset district, and the Parkside district, and, and Nob Hill, and you would have all those businesses named, you know, after the district so that it’s some continuity there. Excellent. The focus that happens with a lot of firms is they start with real small acquisitions as they’re getting started. And then over time they grow. You didn’t do that you’re not up in the, you know, 500 plus million dollar transactions, you’ve kind of kept to your knitting. Why take that rope?

    Dan: Yeah, I think a couple of reasons, one of which was that approach that we took in the market that we wanted to serve again, those that were underserved by private equity firms, but too large for individual investors. And that ability to help with a change in leadership, we think really gives us a differentiating approach. And I think post acquisition, it’s also given us a playbook over time through all the various experiences we’ve had. And some of the organic improvements that we believe we can make to a business once we acquire those those companies. And initially, it’s a lot of times implementing new software and systems of family owned, a business or owner operator oftentimes may be more interested in cash flow and less interested in gap accounting, we have a different set of needs. 

    So we end up introducing different software’s and software and systems to help manage and focus on KPIs key performance indicators, we may end up focusing a lot more on growth than an owner who’s preparing for retirement, and less interested in taking on more risk. But instead, feeling like that business is doing a great job serving lifestyle, we may decide, hey, let’s expand our product line or let’s expand our service area. We may invest in additional capacity to to grow output. 

    There’s a lot of different things we do typically on an organic basis. That’s not to say we don’t do add on acquisitions, we definitely do add on acquisitions. But we do want our investment thesis to be achieved if we can get there organically. Because there’s less risk that a new add on acquisition is required for us to meet our investment objectives. There’s there’s risk that you find the right add on at the right time at the right price. So we tend to be pretty organically and operationally focused investors. 

    And I think that that has a nice dynamic with many of the employees of the company, because they now see more opportunity. There’s new things for them to grow into and try. Whereas maybe there wasn’t as much emphasis on growth and expansion, up until our involvement in that new leader that comes on that I’ve described and some of the skills and experiences that that executive can bring to the company and enabling growth and looking for new avenues to to build a business.

    Patrick: Yeah, that’s kind of exciting because you’re finding companies are at that inflection point. And it’s at the very top, you’ve got the owner founder that they’re these ones are specifically looking for an exit, as opposed to other owners and founders are looking to partner and continue on. That’s not a fit for you. But you’re at that inflection point. And unfortunately, you have an owner that has his or her plans, but then you got everybody else that’s involved that have, you know, different time horizons timetables, and it’s at that point, you can go ahead and come in and assist an organization in a pivot, I think that’s fantastic. 

    I also really like the idea of serving this underserved market, the lower middle market owners and founders, especially those that are looking for an exit, they’re not used to looking at M&A, they don’t think about it very much. So they don’t know where to turn. And then they end up defaulting to big institutions, or, you know, putting a call to Goldman Sachs or something like that. But big, big, big organizations that, you know, it’s not their fault, it’s just they don’t have the bandwidth to bring resources down to that level to meet their needs. 

    So like you say, this group of great entrepreneurs that have added tremendous value to society, in a lot of towns where they are, they get overlooked, they get underserved. They get, you know, not very good responses from from the institutions. At the whole time they’re getting overcharged. And you know, if there is a transaction, they end up leaving money on the table, which is in nobody’s interest. And so it’s great when you got organizations like Salt Creek Capital, that you’re not a fit for everything. But for that, that one inflection point type business with the leader, I think that is ideal. 

    So the more people that are aware of that, I think, benefits and the great thing is, you don’t have to worry about transition, you’ve got the team ready to just step right in and carry carry forward. And that’s always I think, post post closing, introduction of new management and that kind of integration, I think it can be a real challenge that you get to bypass.

    Dan: Yeah, thank you for the kind words, and we totally agree. And oftentimes, it’s not that business owner maybe hasn’t prepared or had a game plan for what to do transition wise. But that can change. You know, adult children may decide they don’t want to step into dad’s footsteps and run his business. And there’s other career paths they choose to pursue. And maybe there’s not a number to strong enough in the business to step up. At the time the owner wants to retire. There’s there’s a lot of different factors that can lead to that situation where new leadership is required. 

    And so finding a group like us that can assist with that leadership transition is important. I wouldn’t say there’s, as many of us that are willing to take on that that leadership transition risk, I think there’s a lot of PE firms who really look for strong management who are going to continue with the business. And I think that’s a very logical approach to take. There’s definitely risk and leadership transition. But But there is a risk there. And that risk is that you are going to see eye to eye with the CEO whose business you’re acquiring, and that you’ll line up in terms of what you’re trying to achieve growing that business and your investment thesis. Whereas we definitely take on risk that our new leader is going to learn that business. 

    But we have a good solid working relationship coming into that that new ownership role. Our executive partners typically work with us, you know, could be as long as a year trying to identify a good company to acquire, meaning we’ve had a lot of time in the saddle together, understand that executive strengths and where we think he or she may need some support. And likewise, that executive learns a lot about us and our expectations and what we think are good sort of risk reward value creating exercises essentially, learn a lot. They learn a lot about our playbook, even before we’re invested together in a business. So that that relationship coming in we think is valuable. 

    And I think is important for a seller to see that we have a cohesive group that there’s a uniform outlook as to what should be done in developing and growing that business. For many sellers, as you pointed out, they may be in a community where they’re a very large employer and they’re serving the needs of that community. Their name may be on the building out front and they have a lot of pride in that. in that business and in may have spent more time building that business than raising their kids and their families. 

    And so that handoff is is of critical importance, they really want to know that that person who will be sitting in their seat has a lot of great experience that the ownership group as a long term growth outlook that that makes sense to them. And I think hearing from the CEO and from Salt Creek collectively as to what our plan is for the business, you know, helps ease that that transition, if nothing else, from an emotional standpoint.

    Patrick: Well, let’s also think of one other default decision, the owner founder, that’s uninformed, and just, they’re not ill educated, they’re just they’re not informed and this where you in the private equity community come in, is, if the owner founder wants an exit, their first default is possibly an institution, but that really does look for strategic. And they’ll look for one of their competitors, or, you know, a supplier or some other organization out there. And, you know, they that decision may not be always the best fit for the owner, because, you know, that industry, maybe they’re they’re, you know, hampered him. 

    But the other thing is a real risk is, you know, with private equity coming in you figure management, and most of the employees are going to be there. But if it’s a strategic acquisition, there are going to be reductions in force, there’s going to be redundancies. And there are some organizations where, you know, you’ve had your your team there for decades, as another just another thought out there to to advantage that you can bring to the table versus a strategic I imagine.

    Dan: You’re absolutely right, Patrick. And I think the the range of different outcomes, and the range of different types of buyers and transaction type are endless. And you and I are involved in this everyday with our life, this is what we do. On the other hand, if you’re a business owner, and you’re manufacturing or if you’re providing industrial services, and now you’re faced with a sale of your business, this is not what you spent 10 or 20 years preparing for there’s there’s very limited guidelines, and hopefully you have a good attorney that you can work with. And your accountant is good at advising you as you prepare for a transaction. 

    But seeing the sort of lack of resources, one of the things we’ve done at Salt Creek is to author a book, and the book is intended, specifically to business owners. And it’s called Exit, Optimizing the Sale of Your Business to Professional Investors. And it very much is how to, to think through who are the types of buyers and some may be strategic and, and have expectations about closing down a plant and consolidating operations somewhere else and could be private equity buyers and their expectations and what they’re like to deal with. 

    And even within that community of private equity buyers in what what are the different transaction types, if you’re wanting to retire, and there’s there’s going to be a need for leadership transition. Or if you still have some years you want to work and you want to roll equity and have a partner for some period of time, there’s, there’s a lot of things to consider and think about, we’ve tried to cover many of those different topics in our book, and are publishing it currently will be available shortly. Both an E book and hard print versions. 

    But you know, we’ve we’ve just heard from so many sellers that this is a daunting and stressful process. And, you know, we’re learning in every transaction we do. But we do this, you know, 50, 60, 70 hours a week, and we’ve been doing it for decades, hard for someone who’s going to do this once in life, to get comfortable and to learn all that they need to to make sure they have a successful transaction.

    Patrick: Yeah, I think is outstanding, that you’re going ahead and you’re sharing your knowledge with the market out there not only for prospective clients of yours, but for people that may want to, you know, do it themselves maybe and you know, at least it’s not, you know, exit planning for idiots. So the idiots guide to exit planning. So that’s, that gives you a little bit, you know, step up from there, but I’m sure this is something has written, you know, for the for the entrepreneur, the non M&A expert, and I’m sure you’ve got a step by step roadmap for how to stage what the process is like, because I think the biggest fearful thing is the unknown.

    Dan: Yeah, you’re exactly right. And I think, you know, having a book that talks about all these different types of transactions, but also the steps along the way, what are the milestones, topics to consider related to legal and debt that a buyer may use and leveraging your business oftentimes are things that, you know, we run into business owners and they haven’t thought as much about so. So we hope that this prepares them. You know, we work with business owners who are working with an investment bank and selling their business and maybe getting good advice, we have some that, like you said, would rather try to do it on their own. 

    Maybe that’s because they want to talk directly to a capital provider and have more of a one on one, which I think works really well. In particular, if there’s that leadership transition dynamic, because they’re almost looking at it as much as an interview for who’s going to be sitting in their seat when they’re gone. And not necessarily willing to have the details of their business splashed about to a number of buyers. And so for that, for that owner who wants to have a more direct conversation with a PE firm interview, the person who’s going to be sitting in his seat, keep a smaller number of buyers, allow us fewer number of buyers into the details of his business. You know, we think this book will enable that type of transaction as well. 

    Patrick: Well, I’m looking forward to that. There’s one other element with with M&A that is discussed theoretically, and there’s quite a bit of risk that’s involved in the in these transactions, they don’t happen in a vacuum. And when owners and founders come to the realization that well is at risk to my counterparty, if things don’t go right, that comes really there to you know, front and center, because a lot of business risks can be covered, you know, with with the shield of the corporation and D&O insurance and other things like that. But when you get into a transaction, the buyer or the seller, for the first time realizes that their house could be at risk, literally when you’re talking some of these deals. 

    And so that brings just a higher level of concern of stress. And and you know, dealing with the unknown, what’s been great in the insurance industry is there’s a product called rep and warranty insurance that heretofore was available only to deals north of $100 million in transaction value, it has now come down both in price and eligibility criteria to be able to provide insurance for deals as low as between 10 and 15 million in transaction value. It’s it’s it’s become very accommodating. 

    And the purpose of it is to take that indemnity obligation that the seller owes to the buyer and remove it from the seller and put it with the insurance company so that if there is a post closing breach of the seller reps to the buyer, buyer doesn’t pursue the seller, buyer goes right to an insurance company collects the check. Seller gets a clean exit, they’re not going to be fearful of a clawback. And in a lot of cases, the insurance policy replaces any monies held in escrow or withheld. It is a nice nice thing that goes out there is not a fit for every deal. But I’m just curious than, you know, good, bad or indifferent. Tell us of any experience you’ve had with rep and warranty insurance.

    Dan: Yeah, we had a great experience with rep and warranty insurance on a sale not too long ago. And this was a business that we’d owned for three and a half years and had an opportunity to combine with a strategic and a new platform essentially. And by acquiring the rep and warranty insurance, we were able to distribute cash out to investors more quickly, it helped our IRR because we weren’t waiting for an escrow. Whereas larger than escrow to break, somewhere down the line, the buyer felt good about the fact that there was a backstop for any breaches of reps and warranties. 

    So it was a more efficient use of capital than tying up the purchase proceeds in a larger amount for a longer period of time than we would have otherwise. So I think we’re going to increasingly look to rep and warranty insurance, especially on the exit. On the buy, depending on the size of the transaction and how much complexity that may introduce into the transaction, we’ll have to make a decision. Like you said, every transaction is unique, but I think it’s worked very well for us on the exit. And we’ll continue to to look for those types of products to help us.

    Patrick: You mentioned that the ideal profile of a prospective investment for you is going to be an organization where management and owner founders looking to transition out. Could you fill out that profile a little bit more. I mean, what’s what’s your ideal target look like?

    Dan: Yeah, that’s a great question. And there’s really sort of two general profiles. One is the executive who’s later in life you may be late 60s, early 70s. And the purpose of the transition really is to achieve liquidity for retirement and so on. They are not as excited about rolling equity or having ongoing involvement with the company, it’s really more of a clean break type of situation. And so this, this transaction allows them to achieve liquidity many, many times, most of their net worth is tied up in that business. And this enables retirement. 

    The other type of transaction, and we’ve done several of these is someone who’s younger, and maybe still has some energy and enthusiasm and excitement to be involved with the business. But they have other professional interests. So they want to spend time pursuing other things in life. We bought a business, for example, from someone who started the business in college. And so by the time he was in his late 30s, early 40s, and feeling like, gosh, is this the only job I’m ever gonna have? And good for him, he was an excellent entrepreneur for starting a business in college. 

    But he got involved in investing in real estate and doing some other things outside of the area that he lived in, and needed a partner, essentially, to provide the day to day operation. And the focus required to grow that business and take it to the next level. And he chose to roll some equity with us, he chose to remain on the board. He had a wealth of knowledge on the industry and was and continues to be a great partner to us. But we were able to free him up and provide him liquidity to go do other real estate investing and professional things that you now has the time to do. 

    So those are sort of the two main in profiles, it’s either that sort of last transaction before retirement or it’s the transit transition to another part of a professional career, and providing liquidity and some chips off the table to go do those other things that you may have an interest in doing. Another aspect of the executives that we work with it’s important is many of them are recent empty nesters. Last child just went off to college or maybe just graduated college, they’ve got one or two more stops in their career before retirement. And they’ve done well, from a W2 standpoint, but they want to have a wealth creating event that will really help them enjoy their retirement that much more, they have some more flexibility. 

    Because when we buy a business, it’s not necessarily going to be where that executive happens to live. So that often results in that executive relocating to where the business is. and investing alongside of us and having ideally a very nice seven digit or more outcome after five years when we go to sell that business. And so it’s a program that fits very nicely for those empty nesters who want to really take a try something new for that last experience or two before retirement.

    Patrick: And Dan you mentioned earlier 35 transactions in the last 10 years.

    Dan: That’s right. 

    Patrick: Okay. Yeah, you’re not new to this. So I  think you’ve completed that learning curve. Let me ask you just we’re just in the new year, I think everybody’s glad that 2020 is in rearview mirror. But, you know, share with me your thoughts on just what trends you see for 2021 into 2022, either macro or specific to Salt Creek capital.

    Dan: Yeah, I would say one of the big trends that we’ve been tracking for years, and we see, fortunately, over the coming decade, is the large number of baby boomers that are going to be retiring over the next 10 to 15 years, it was a very entrepreneurial generation. Many businesses are owned by someone in their 60s or 70s. And we’ll need to transition so that that that first character is characteristic of a seller of someone looking for liquidity for retirement, we think will be a nice, a nice wave over the coming years for us to participate in somewhere around 200,000 businesses of the size and type in the us that we would be interested in based on our research. 

    And we’re doing a lot of work to actually build a database of all of those businesses. And we’re doing outreach to those business owners as part of our sourcing efforts. So we hope to find a lot of those businesses of retiring owners or those that are baby boomer, but we’d also be delighted to find those that are still early in their career and wanting a partner and wanting some liquidity and a PE firm to partner with and help drive that business to the next stage of growth. So either either of those two characteristics of a seller or business owner are exciting to us, but we’re, we’re feeling like we’re going to be in business for a while. And hopefully this, this is my last job. And it takes me another 20 years until I’m retiring.

    Patrick: That’s great to hear. I have two observations from from those which are absolutely profound as I was speaking with another fellow, Brett Hickey from Star Mountain Capital. And he had mentioned one thing where people are aware of things like COVID, or they’re aware of taxes or whatever, and they’re distracted. But one thing that just keeps marching on while you’re worried about all these temporary temporary issues, is time doesn’t stop. And so that was the thing is we’ve got that aging population that continues to age. So I think that’s very, very relevant. 

    The other issue is that I think the younger folks coming in to take over businesses very talented, and they are more focused and highly valued that live work balance. And so I think you’re going to have a lot of owners, but new owners or younger owners that are going to be looking to partner with somebody because they don’t have to do it all because they want to do the other things and have the diversity in their life’s lifestyle. So I think I think that Yeah, your market is not shrinking by any way, shape, or form. So I think that’s fantastic. Dan, in addition to this great book Exit, which please look for, and we’ll have a link on their show notes for so you can go ahead and grab it. How else can our audience find you?

    Dan: Probably the easiest way is our website. And that’s out there at saltcreekcap.com. We’ve got all of our team members and representative portfolio companies there. And I would say we’d love to hear from business owners that want to have a conversation with us, investment banks and and brokers that are working with business owners. But also importantly, executives who are interested in pursuing an entrepreneurial track and wanting to consider our Executive Partnership Program is a way to get there. And Carol Onderka is the person on our team who leads all of our executive recruiting efforts. And she’s also on our website and can be reached that way.

    Patrick: Well, Dan Phelps, Salt Creek Capital, thanks very much I would say to everybody, if you go to their website is a very user friendly website, unlike the private equity sites of 5-10 years ago, where you had to have some kind of password just to get into get get access to them. All the information is there. So it is very user friendly. Thank you again for joining us and best of luck for 2021.

    Dan: Thank you, Patrick. It was a pleasure talking to you today and I really enjoyed the time together.