Setting up Successful Acquisitions with Paul Miller, CEO of Questex

Kison: Today we're gonna discuss everything from setting acquisition guidelines to auditing acquisition success. How to create a winning M&A strategy and even what it takes to manage international acquisitions effectively. Paul, how are you doing today? I'm doing great. Nice to be here. Thank you. Thanks for coming by my office.

Kison: Sweet. You got it. Got it. Well sponsored by Valuation Research Corporation. I appreciate you taking the time from running a business and doing deals. We kick things off little bit by your background.

Paul Miller: My background is I've. [00:02:00] Always from the day I graduated, I've been involved in media and events pretty much all on the B2B side.

Paul Miller: Started my career, as you can probably tell from my accent in London, then was headhunted into a New York based family business that was fast growing. That moved me to New York. We actually had our first experience of M&A when we got bought, and we got bought by a British company incredibly so. I ended up working for UBM for about 14 years.

Paul Miller: I did a lot of my M&A learning, if you [00:02:30] will, and you've already mentioned around 90 acquisitions as a business. From there, I left and went into private equity for the first time and worked for Penton private equity held company. We excited to inform another British conglomerate, if you will, left there to run Questex six years ago.

Paul Miller: Also, private equity health.

Kison: You've done a lot of deals in these

Paul Miller: different roles. You've held a lot of deals, lot of learning. I wish I could tell you I've got a hundred percent hit rate, but I don't.

Kison: What are some of the biggest lessons learned throughout your experience?

Paul Miller: What I've really [00:03:00] learned is that the numbers aspect of acquisitions of M&A often takes care of itself at its sort of broadest.

Paul Miller: You're either in the game or you're not in the game in terms of the valuation. Assuming that you are and you're able to work through the numbers, what really matters is a sort of a combination of culture, people fit, and the go forward plan, post-acquisition. When I first got into this, I would've said that the numbers were everything.

Paul Miller: It was everything that we were focused [00:03:30] on, everything that I was hearing about. The acquisitions that worked, we had great cultural fit. The ones that didn't were often down to people issues. I would say

Kison: culture, making sure there's a good fit with the people and teams, and then a go forward plan. How do you think of this when you think of using a very proactive buyer led strategy?

Kison: To assess culture and ensure good integration.

Paul Miller: The sort of holy grail, if you will, is to get acquisitions early before they're even on the market. That's a [00:04:00] lot of work. Meeting with CEOs or founders from businesses that you think could be a good fit. You never know when you start out, but you've got a thesis, a hypothesis.

Paul Miller: Be in a good market, have a good product, might be competitive. You've seen what your customers really like, so you reach out and you say, Hey, what's your plan? Where are you at? Do you have an exit plan? Are you thinking about your exit as an owner? And often what I found is that you're sort of early days, you're reaching people before they've even thought of it, and you're [00:04:30] planting that seed and almost like a marriage, you end up.

Paul Miller: Supporting that particular target, that person for quite a while. And in doing so, you find out a lot about who they are, what they're looking for, what culture of the business they're running, what's it like, how would they like to improve it, and over time you get really comfortable. Now that time can be months, or it could be years.

Paul Miller: It depends on just basically where that particular target is. I often find those ones are. The ones [00:05:00] where you get very comfortable before you enter into the formal process of M&A. The ones that are trickier, the ones that come across the transom, Hey, here's a book from a bank. We think it's a good fit for you and you end up having to do a lot of work very quickly.

Paul Miller: Of course, everybody, when they're gonna get married, puts on their best face and you're often trying to find out what's it really, to stretch my analogy, what, what's it like when we're living together and there's underwear on the bathroom floor and you don't tidy away the food [00:05:30] after you've eaten, and all that kind of good stuff.

Paul Miller: Mm-hmm. And often in a formal process, the seller's trying to hide that. For me, the best way of doing this is to get to know your targets way before they're

Kison: thinking of their own exit. Okay? So get to know the targets before they go to market. I guess that goes either way. Ideally, you don't want a company just heard about coming from the banker.

Kison: Ideally, if you do build a relationship, even if it goes to market, it still gives you a leg up. It should do, but is it better if it's [00:06:00] proprietary and they don't go to market? Always. Always. Okay, let's break this down. This is really important. I wanna get a sense of this approach and build these relationships.

Kison: It's something I'm proactively doing right now. I did the market map exercise. Yep. And field out. Okay, here's the segments, the two, three we wanna focus on. Yep. And I start reaching out. What's your approach to reaching out to these companies?

Paul Miller: I tend to use language that is, Hey, let's grab a coffee. It would be great to see if there's any way that us working together is gonna make one plus one into three.

Paul Miller: It's not very [00:06:30] direct. It's not very, Hey, I'm looking to buy you and be ready to sell. Because I find that in a lot of cases people are just like, whoa, that's way too quick to use my sort of courting analogy. It really is. Hey, do you wanna grab a cup of coffee? Do you wanna grab lunch? Or Indeed, I'll see them at an event.

Paul Miller: It could be an industry event, an industry gathering, and we'll just have a chat and compare notes. It's very much in the, and frankly, there's a reality to this. There's a real kind of authenticity around this. Often I find that even if you're not gonna acquire a company, there are [00:07:00] ways you can partner and one plus one can equal three.

Paul Miller: It's not all about, Hey, we want to acquire you in two months time, so let's get to know each other really fast, and then we'll do a deal. Often it's, Hey, you've got something that's really interesting to us in a geography, let's say the Middle East, and we don't have anything in the Middle East, but we have this great brand that we think could play there.

Paul Miller: Is there a way for us to work together on that? Now, sometimes there is and sometimes there's not. But what it does is it opens the door [00:07:30] for other conversations. Yeah, the Middle East thing doesn't work. But hey, we've also got this event in the US that seems to be adjacent to yours. Could we put them together?

Paul Miller: And therefore we're already then holding hands. We're starting to work together.

Kison: Yeah, I like it. So one, you're not super direct. I. I'll give you an example. I do. I reached out to people and said, Hey, we're working adjacent industries, and thought it'd be great to connect and compare notes. Yeah, yeah. Or sometimes I might say, Hey, I'm working on a transaction in our space, thought it'd be great to just connect and [00:08:00] compare notes.

Kison: I think just to give a little, I think

Paul Miller: it's sort of a warming up and it gives them the chance to say, Hey, no, not interested, or, Hey, we're at a different stage, whatever that might be. Or, Hey, we've just took some investment and therefore we're on our sort of five year growth plan. It has to be authentic.

Paul Miller: It can't be a bait and switch. Hey, I'm looking for a partner. You get in the room and say, Hey, actually I'm looking to buy you because that is really off. Well, I,

Kison: I like being more vague because like you mentioned, it's like you're just an exploration of strategic opportunities, right? Don't you know. We don't know.

Kison: No,

Paul Miller: you don't [00:08:30] know. It looks like it makes sense from a distance. Let's get closer and then if it does, things can start to happen in a good way.

Kison: You push for in person, it sounds like that's another

Paul Miller: key element for you. 70% of our revenue comes from in-person gatherings, so it would be disingenuous of me.

Paul Miller: You say that in person culture doesn't matter. That's okay. But I think it does matter actually. You've got to get to know people and you've got to get comfortable with each other. And until that happens, I think everything is a kind of theory.

Kison: I'm like a intro call first and then push her in person just [00:09:00] because I'm trying to get the volume out.

Kison: And

Paul Miller: I sometimes look for introductions if it's so, it's not just a really, introductions is good, really blind kind of reach out that a, Hey, Bill's introduced me to you. I've got a lot of respect for him. And that I think can get things moving a bit faster. Do you convince people to sell their business? I probably like to think I do.

Paul Miller: In reality, they've got to be somewhere there. They've got to be thinking this is the time. Or it may be a little bit earlier than they were planning, but they were already starting to think. How does that

Kison: come in the conversation where it's [00:09:30] like, Hey, have you thought about selling or. I'm looking for a business like yours, like where?

Kison: How does it come up? I'm normally

Paul Miller: pretty forthright in. I will ask early on in the conversations, have you thought about your own exit strategy? You sometimes get a kind of a surprise. Wow, that's a bit forward. But often you get, actually I have, and here's where I am in that particular journey. Once we got to know each other a little bit.

Paul Miller: And that's probably one or two meetings. [00:10:00] What are you thinking here? 'cause I'm thinking it might make sense for us to actually be together as a company and just ask them where they are in their exit kind of strategy.

Kison: When you think about what gets people excited about doing a deal, what are those elements?

Kison: It depends on

Paul Miller: who you're doing the deal with. So it's a founder led business that they've invented from scratch, they've built it up. It's kind of part of their personality. It's part of their reason for being. You've gotta be really in tune [00:10:30] with the, we are not going to mess up the thing that you've spent your life building.

Paul Miller: You've gotta have a lot of respect for what they've put into that business. That it's sort of a quote, a family member almost. It's part of what they do. They've put a lot of blood, sweat, and tears into it. They want to make sure it's going to a nice owner, nice stewardship, that you're not gonna just tear it apart and their legacy is ripped up.

Paul Miller: So for founders, there's a lot of massaging. There's a lot of getting to know them. There's a lot of [00:11:00] reassuring them that this is a great home, next home for their business. If somebody is a big public company and they're carving out some assets that they think there's a better owner for, they don't fit, that's a different story.

Paul Miller: That's more about, can you get the deal done? Can we do it at Velocity? Do you have the funding to do the deal and. It's less around the, Hey, are you gonna look after our asset forever and ever. It's more about you're a better owner, but can we get the deal done? So two ends of the spectrum, I think, and then there's stuff in between where [00:11:30] people are, they might not be the founder owner, but they're the steward of the business.

Paul Miller: Might be private equity held. And in that case, you're looking for a few other different aspects. Yes. How fast can the deal get done? Do you have the funding? Is this a good home? Are you gonna look after my people? Is there a real growth strategy here? Am I part of that growth strategy or am I a quote cost synergy?

Paul Miller: I. It depends. Is the relative, yeah, there's

Kison: some variables there. It sounds like the founder led is definitely more of a real relationship and trust you have to build. Yeah, generally you [00:12:00] have to, but I think so much of it's gonna be on the legacy side. It's personal. It's really personal. It's, yes. Well, the other side, it sounds like it's more like I.

Kison: An IRR calculation if this looks good. At the end of the day, you're right at the end of the day. Yeah, because it's more institutional. So they, and then

Paul Miller: there are better owners in some cases, and you make that determination and you figure out which one is the better owner. And off you go.

Kison: You wanna figure out these incentives and drivers.

Kison: Early when this conversation is early. You can

Paul Miller: as early as you can. Yeah. Does the founder wanna stay around? Does he or she want to buy an island in the Caribbean? Is this retirement for [00:12:30] them? And if so, how important they are to the business and cause some questions is in fact this the next stage and they wanna stay around.

Kison: When you try to assess and learn about the culture of the companies, because this is one I get stuck on already. When I meet other CEOs, I get excited. We're just other executives. I guess I saw you. I was excited to start chatting with you. You know, once in a while there's a CEO they don't get along with, and it's like, all right, you turned off, but.

Kison: We start going through diligence, I start bringing in people. I like to bring in my COO, I like to bring in my [00:13:00] VP of engineering if it's like a product deal and they start bringing up the culture stuff. And then I'm like, what I wanna learn from you, how do you assess it and kind of know what's a real red flag versus like, I'm concerned, but it's like, well obviously we're not the same culture.

Kison: We're different cultures. Where do we get a sense of compatibility? Our two unique cultures are gonna, you know, they think of international deals, right? I know. It's just different, yeah.

Paul Miller: In

Kison: the international

Paul Miller: side, which we'll probably touch on, you have to recognize there is a cultural element that is different to your culture.

Paul Miller: So that's beyond the company [00:13:30] culture, that there's actually a geographic culture issue. To answer your question directly, there are many things we look at to assess culture. Okay. So we'll go on to LinkedIn. We'll assess, uh, what people are saying about the business. We'll go onto their website and we'll see what they say about themselves?

Paul Miller: What cultural values do they say are the ones that they really value? You can learn a lot. Hey, we value growth at all costs. Nobody actually says that, but you can soon dig into it. Actually, this is not a business that is really focused on its people. For us, [00:14:00] what's really important is that we don't, as a company, manufacture things.

Paul Miller: So for us as a business services company, it's all about people. So we'll go onto Glassdoor, a very dangerous place to go. 'cause normally people posting on Glassdoor are the ones that are not happy with what's happened at the companies. But you get a sense. You get a sense from. Last or reviews of, wow, there's a 90% rating of we can't stand the CEO.

Paul Miller: You think, hold on a minute, there's something going on here. We will look around the industry. We [00:14:30] will meet some of their people. We will not be directly as part of the process, but hey, we've both had an event of sitting down next to somebody at a target company and I'll just ask them, Hey, how's things? This is great.

Paul Miller: This is a great company to work at. Best company I've ever been at. Oh, why? We're getting a lot. We get a lot of room to invent. We get a lot of room to innovate. We really do look at failure as a badge of courage, et cetera, et cetera, et cetera. There are ways to get there, which are much more important than saying to the CEO, what's your culture [00:15:00] like?

Paul Miller: Because most CEOs are gonna say, ah, it's great. Let me tell you why this and this. But they're independent. Sort of measurement of that. There's a little bit of work you can do by talking to people at certain gatherings, industry events, et cetera, and you get a feel for what this company's really like.

Kison: Is there anything you can probe in the CEO to help you get a real sense of culture, like decision making?

Kison: Yeah,

Paul Miller: so if you get into things like, gimme an example of how the team collaborates to make a decision.

Kison: Yeah, I like that.

Paul Miller: Yeah. Sometimes the [00:15:30] CEO will say, we don't, I make the decision. And you're like, whoa, red flag. And again, in founder led companies, often you will find that, Hey, I make all the decisions, and by the way, when you buy my company, I'm leaving.

Right? Ah,

Paul Miller: That's multiple red flags. Who's gonna make the decisions when you're not here, et cetera, et cetera. There are many sorts of questions you can ask. We're sometimes pretty direct. How important is culture? How much time do you spend on culture? Okay, great. How do you do that? How many town halls do you do?

Paul Miller: How do you communicate with your teams? How do you take feedback? Do you have any net promoter scores from [00:16:00] your customers? And you'll start to get into a sort of a sense of, hey, this is a really collaborative, fast moving failure upfront type company that wants to make innovative decisions, wants to learn from them and move fast, but really respects its people.

Paul Miller: Then you can get in due diligence what your turnover rate. How many voluntary turnovers have you had? Many involuntary turnovers? Give us your employee engagement studies or we don't do those, Paul, you don't do employee engagement. That's a bit of a red flag to me.

Kison: How important is it to [00:16:30] retain the CEO particularly, or just executives in general on these deals?

Kison: Thinking of one deal where, I don't want this, you don't want the ceo, I don't want the

Paul Miller: CEO. Really good question. Again, it's a bit of a hedge answer, but it's, the true answer is it depends. I. In certain cases, the best companies have great ventures, the best companies. You could see that if a executive leaves, there's somebody really ready to take their seat.

Paul Miller: Or indeed, we can find that we might have people that are ready for the [00:17:00] next level, that if in fact this person decides to leave or it doesn't work out, we've got somebody ready to take that role. For us at the co level at least, so let's just say the C level, the C-suite, depending on who we're buying.

Paul Miller: It's really important to find out where they are in their own career journey. There are some CEOs that are very clear that, hey, if we buy you, we are not gonna need your role. This is just gonna tuck into a current business that we have, depending on the size of the deal. If it's a larger deal where that person is really important, we wanna [00:17:30] really check out, are they in because they're gonna get a check?

Paul Miller: Are they really in or are they just going to coast a little bit? Because job done, it really depends on the company, the target, where they fit, size. What we've got internally that could take on some of those roles. What cost synergies we're already building in, what revenue synergies we're already building in.

Paul Miller: So it's not a very good, is

Kison: it generally the anticipation that you wanna retain this executive for a while? There's always a short term. In all cases. In all cases, but have you ever come [00:18:00] across onwards? It's like. The executive wants to leave right away.

Paul Miller: Yeah.

Kison: Then did you still do those deals?

Paul Miller: Sometimes, yeah.

Paul Miller: Depends on how important they are. Again, reiterate, the founder led, but if it's founder led, and it's relatively early in the cycle, might have been doing it for three, four years, they've got an explosive product, but they're still doing a lot of the work. We all want them to be around for six months to a year.

Paul Miller: If they communicate, Hey look, I wanna move on to the next thing. We'll say, we want you to be around for this period of time to do A, B, C, D, F. [00:18:30] Once they're achieved, we can definitely talk about you going to the next thing. Some

Kison: clear milestones. Yeah. That tie the transition, make successful, tie them into

Paul Miller: transition.

Paul Miller: Success. You can get into structured deals, earn outs, et cetera,

Kison: that keep them engaged. What's like the fastest you could get to C if you had the CEO that you wanted to get out because you knew. You do it

Paul Miller: pre-deal if you want, you can do it pre-closing. You could do a

Kison: pre deal.

Paul Miller: Yeah.

Kison: Could do a pre-deal.

Kison: Yeah.

Paul Miller: That's the fastest, is that, hey, as part of this, this is what you are gonna get, but we're not gonna carry forward with you. Cool. That can be done [00:19:00] pre-deal and uh, as long as they're cool with that, then you're off to the races. I'd say six months is what you really want to be looking for. If that C-level executive is.

Paul Miller: Important to why you're buying the company in the first place.

Kison: I like it. What do you do? Do you do customer diligence?

Paul Miller:  Yes. Oh. In our particular industry, there are a number of businesses that we can reach out to to do customer diligence. Do you

Kison: do pre LOI Do You do customer diligence?

Paul Miller: No. Our customer diligence will come post LOI.

Paul Miller: Part of me is wondering about that. Having said that, [00:19:30] the informal customer diligence is going on. You're visiting their, in our case again, we're visiting their events, right? Say we were buying Coachella, just to give a ridiculous example, we would go to Coachella and we would talk to people there. Why do you come here?

Paul Miller: What's exciting about this? Are you coming next year or is it just a once in a lifetime thing? So we'll do a little bit of that. And that's normally part of, I wouldn't say pre, yeah, it could be pre LOI, part of the research, but post LOI, we'd get into actually calling the customers. And then you work [00:20:00] with a third party to do that.

Paul Miller: Yeah. Mainly. That makes sense. Yeah. Because it's hard. Too much on the team.

Kison: Yeah. You And also

Paul Miller: It's a bit of a weird environment. If a competitor is calling a competitor customer, it gets a bit weird. A third party is the way to go.

Kison: What do they

Paul Miller: do? They do exactly what you would do yourself. You would, they would call and say, Hey, uh, they'd call and they'd say, Hey, we see that you're a supporter of X.

Paul Miller: Can you tell us why you would continue to support them? What are the things you feel about them that if you pause too expensive, uh, [00:20:30] they don't care about the customer experience, they've got us as a hostage. There's nowhere else to go. So we have to do business with them, but we hate them. All of which when it comes back is, oh, that's

Kison: red flag.

Kison: You got LOI signed already. And if you get a bad report that comes back, whatcha gonna do about it?

Paul Miller: We're gonna meet with their team and say, Hey listen, this is what we're seeing. What's your take on this? They'll often give you the reasons why. Yeah, we had a really bad issue here, an event, something happened, whatever it might be.

Paul Miller: And then you've gotta start to [00:21:00] make some pretty deep decisions on this. Looks like it's a serious long-term problem, which could cause long-term decline. No value creation opportunity here. We're gonna be managing, so I used to call them falling knives. Avoid those as much as you can because you end up with a lot of blood on the floor.

Paul Miller: Now you're not looking for perfection, not every customer's happy. There are always things tactically that can go wrong. We're saying something pretty. Material. Material and widespread. Six or seven customers are saying the [00:21:30] same things independently about this particular company. Can't wait to cancel.

Paul Miller: Yeah. At that point you're saying, Hey, we gotta get some answers for this. If the answers are extremely defensive or if the answers are a little bit dancey, you're starting to say, this might not be one for us. Okay. You

Kison: bring this up to the management team and your options are either Do nothing, walk away from the deal.

Kison: What do you usually end up doing? Walk away. Oh, so you wouldn't wanna renegotiate the price more? No recent history. I don't think we've renegotiated and got a deal done [00:22:00] at all. What drives you to walk away from a deal? What are the reasons? Some of them we've touched on? The customer diligence comes back really bad.

Kison: Yeah.

Paul Miller: In a way I think that's kind of obvious. Yeah. If you've done your customer diligence, there's a lot of negatives, it's gonna be too much work.

Kison: Yeah. Too much work. You're just feeling a lot of churn gonna happen. Yeah.

Paul Miller: Often it comes down to. The seller is what we would call, this is my take.

Paul Miller: Unrealistic in expectations. This is almost sort of pre LOI. Here's our price, here's the offer, here's the [00:22:30] structure, and they come back and say, actually you are eight turns of multiple away from where I need to be. And we're like, we're out. Yeah. And we're really fast. We're really, one of the things that I have learned over the years is quick nos, quick yeses are way better than maybe if you could do this and this, we could get this and this.

Paul Miller: And you just end up wasting a lot of time. So really fast. This is what we think the business is worth. This is the LOI, if you're accepting that. Now, let's get on with the due diligence. In due diligence, the things that would cause you to walk away [00:23:00] are some discoveries of stuff that culturally you're like, wow, there are four lawsuits from employees against them, or These customers are telling us that this is really a falling knife situation.

Paul Miller: Or the executive team isn't aligned. You end up meeting the exec team and you're seeing they're sort of rolling their eyes when one of 'em speaks. All of these are issues where you're thinking they're gonna, causing way too much time to fix things rather than, Hey, let's spend [00:23:30] our time on how we create value.

Kison: So people, you could come in and find out this is. Not what you thought it was, and people are not performing the way they should.

Paul Miller: When you see a sim or a sip, whichever phrase you want to use, when you see the memorandum, if it's on the market, you're seeing a target company at its very best. Mm-hmm. And that's fine.

Paul Miller: We all know it. Normally there's a hockey stick. Yeah. The next 10 years are gonna be the most explosive growth of any company in the world. So you discount that pretty quickly and then you say, look, this looks like an attractive business. [00:24:00] Put an offer in. Office accepted. Then you get into the real work, or at least what I call phase one of the real work.

Paul Miller: Phase one would then go through to, yep, we're confirming the offer, we're gonna buy the company. Phase two of the real work is now we've gotta make it work. Right. We bought the company and we've gotta make sure it's all gonna

Kison: happen. Walking away from LOI, there's no penalty other than what you spend for doing diligence.

Kison: Correct. It's so hard to walk away from a deal. It is. You better be pretty good when you're putting an LOI in like your personal time and Yeah. Yeah. [00:24:30] The fact you championed the deal and.

Paul Miller: All of the above. Yeah. And the opportunity cost by the way that you put into that. With that you could have been doing another deal.

Paul Miller: You gotta be pretty clear if you're putting in an LOI that this is something that you would take through to completion unless you discover something really catastrophic or something that you don't think is fixable. So you want to be pretty sure if you're at the LOI phase, you're, that you're ready to take this forward.

Kison: Help me click into the mindset here, because again, it's, there's the, let's just call it deal fever, but [00:25:00] I feel like your early analysis should be the opposite. It should be building the business case, which is like, figure all the reasons why you shouldn't do the deal. And then be able to justify it beyond that, there's still some compelling reasons to do the deal.

Kison: At that point you bought in, but then it gets tough to still be the whatever, the smoke through the clouds.

Paul Miller: It

Kison: does,

Paul Miller: but

Kison: you

Paul Miller: gotta remain very disciplined. We are private equity health, so there's a real discipline around M&A,

Kison: so you're gonna have a pretty mature criteria. What does that criteria look like?

Kison: Mine's still early stage. Mine's a [00:25:30] gut feel criteria. So gut, gut field. Teach me what a mature criteria looks

Paul Miller: like. The gold standard is the value creation piece. One plus one can equal more than two. Okay. So there's a strategic thesis on, there's a strategic thesis, and that comes down to a lot of detail.

Paul Miller: At the end of the day, what's the customer set look like? Is the crossover in the customer set? Do we know them? Or is it a new customer set? Is this an adjacency to markets that we're currently in, or is it a bolt-on to markets that we're currently, is it a brand new market that we're not in that's got [00:26:00] its own sort of issues in terms of research, but let's say that it's an adjacency to the current market We're in, let's say we're in hotel real estate investment and we're looking at student housing, real estate, investment, adjacency, student housing, hotels, pretty similar except ones.

Paul Miller: Full of students for four months a year. The other is renting out rooms by the day. But in essence, you're still investing in real estate. Yep. So what we'd wanna know is do any of our current customers that are in hotel real estate investment, [00:26:30] J-L-L-C-B-R-E, do they also have a practice for student housing?

Paul Miller: And the short answer is they do. So then we'll talk to them. Hey, CBE, you're a big customer of ours. What's your take on student housing? Oh, huge strategic initiative for us. We're putting a lot of effort into it for the following reasons. Student housing is gonna take off because there's a shortage, whatever, whatever.

Paul Miller: This is very hypothetical. Then we'll say, okay, who do you talk to? Who do you use? Who does your student housing group use? Can we talk to your student housing group? And they'll say, oh, we go to this event. We deal with these particular companies. [00:27:00] These are the leaders. So you are already starting to sort of eliminate or at least dampen some of the potential risks.

Paul Miller: We've got a top customer who's got another division who's focused on this particular area, and they've told us that this particular company that we're targeting is one they consider trustworthy, that they wanna do business with or do business with. So you're starting to get into that kind of phase of, hey, we're confirming now from third parties that we trust that there's something here.

Paul Miller: Once, then you get in front of [00:27:30] the company, then you're starting to confirm, okay, we've got some comfort that there is a commercial rationale here. The leader of our business would've constructed a, a paper, as we call it, a hypothesis. Hey, this is this company. This is what they do, this is what we found out about 'em.

Paul Miller: This is what we would do with them. So you're building out a combined p and l upfront. That's what a combined p and l would look like, what they currently look like. Here's what we would do. Here's where we think there are revenue synergies, and here's where we think there might be cost synergies.

Paul Miller: Sometimes there's both. Sometimes [00:28:00] one is more important. We think we should bid for this business. Then there's a very disciplined meeting with my private equity folks. Hey, what do you think of this? Have you thought of that? Have you gone back to theM&Asked them this question? Have you visited them?

Paul Miller: Have you had a fireside chat comfortable with them? Why are they selling? All those types of questions.

Kison: So you've had these early conversations, you get an NDA signed and saying, Hey, correct, we're gonna officially get down to business, send us some stuff, NDA sign. I wanna send us initial request, list a timeframe [00:28:30] from getting that initial request list out to actually producing everything that you just told me.

Kison: Weeks, a week to a couple weeks, yeah. Okay. A couple weeks later. Package. You got a package, we're ready to have a meeting, a business case on doing this deal. Yeah, and then we're presenting it to the board. In your case. Present it to the board. It's an interesting meeting. The board. Then Paul looks like another winner.

Kison: Let's just stand for approval. Yeah.

Paul Miller: They've never seen a non winner, by the way, by default, but they'll start asking some really deep questions.

Kison: Okay. Have you thought of this cross-examined?

Paul Miller: Why are they selling? Why are they selling right now? What did you ask that question? You're [00:29:00] like, actually, no, I wanna go back and ask them that question.

Paul Miller: You normally won't walk out of that meeting with an offer in, et cetera, et cetera. Normally there's some further questions to ask to get confirmation on. Get those questions answered, come back for the second board level meeting, assuming everybody's lined up, you then agree on

Kison: the l oi. How about the structure of the deal itself?

Kison: I guess in my case, I don't want to keep all the cash I can, and then everything else is expensive. You can raise equity. It's expensive. You raise debt. It's expensive. You try to push as much as you can for the [00:29:30] seller to take either financing or rollover equity. Again, that's a

Paul Miller: depends on the situation. Sometimes for the smaller acquisitions, it's a cash deal, cash on hand for us.

Paul Miller: Give 'em a swipe cash and then have a retention for the executives and correct. And that's the cleanest way of doing any kind of deal. Everybody's happy. If you structure the deal where you say to them, here's some cash upfront, but we need to see performance over the next three years of X, Y, and Z, that can be great for the buyer because you're getting [00:30:00] some risk mitigation there.

Paul Miller: We're only gonna give you a certain price if you hit these numbers that you have given us. Put them a little bit on the line. What I found is in practice when you do those, is that it creates a lot of internal strife along the way. We could have hit these deals, but you took my co o away from me, and therefore I couldn't hit them.

Paul Miller: Therefore, you're stopping me hitting the number. Therefore,

Kison: I. I can't get the earn out that, uh, I was pro look good man. Call lawyers and it's not good.

Paul Miller: Yeah. At their worst, that's where they go. So we try to avoid [00:30:30] those, but in some cases they're necessary because you want a little bit of proof that the hypothesis is correct.

Kison: Let's go back to the house. How do you set up your company for a successful acquisition?

Paul Miller: Again, a learning. Over the years of doing these, we have a few things in place. We have a playbook. Integration plan. Every aspect of our business, from tech to finance, to operations to go to market is involved in the playbook and what we're looking for and how we do things with the checklist.

Paul Miller: At its best, in my [00:31:00] experience, after six months, we would then audit how we are doing and then we'd audit the seller company and say, how do you think we're doing? And there was a sort of a red, amber, green kind of rating along a whole swath of issues. After another six months, we do it again, and then after 18 months we do it for a final time, which is basically the, has this worked?

Paul Miller: And at UBM what happened was, depending on how good your report card looked after 18 months, is that you were more than likely [00:31:30] supported for further capital for further investment. We've taken the best learning from that at Questex, so we've got a very strong integration playbook across the board.

Paul Miller: We're actually quite centralized in a lot of our operations, so a lot of the scale of our business is taking in those central operations, embedding them very quickly, and then go to market marketing, sales based content. We'd let that sit in the market, at least for the short term. Sometimes we'll embed, sometimes we'll just leave it there.

Paul Miller: It's a separate [00:32:00] unit. So for me, the key is to know what you're doing upfront. Have your checklist at regular intervals to make sure that you're on track. And then audit, did we do what we said we were gonna do? Both from the seller and the buyer side, not just from my side.

Kison: I like that. I like that. Getting that feedback loop.

Kison: What about when you had a bunch of people that never did M&A before? Good way to learn. Yeah. That's the only way you can do it, is by, it's a, if that's a

Paul Miller: gating factor, you're not doing a lot of M&A. Because you're sort of saying only the people that have done it before can do it in the future.

Paul Miller: That does a [00:32:30] few things. M&A is very dynamic. There's no one size fits all. B, you want more people involved in this than fewer people. So I want my sales leaders in the market coming back to me saying, Hey, I got a new competitor. They're really good and they're, they're really hurting us. That to me, then is an M&A target for me, potentially.

Paul Miller: At the very least, it's a strategic discussion of why are they hurting us? Nothing better than learning by doing. That's how I learned. We got bought. I had no idea what it was like to get [00:33:00] bought. I remember getting acquired early in my career and being in a room full of people from the acquired company and one of them saying to me, Hey, you need to be quiet and remember who bought whom.

Paul Miller: I still remember the phrase. And I sat there thinking, wow, that's how this is gonna play. I'm a second class citizen because you bought us. That didn't last very long. Not a place I wanted to be, but that was their attitude.

Kison: I didn't choose to work for you. Yeah,

Paul Miller: exactly. Exactly. And interestingly, they were working for a public company.

Paul Miller: It [00:33:30] wasn't their business. Wow. But they were very much on the We bought you and therefore we're cleverer than you. Yeah. Whereas my take on it is that when you buy a company. You're trying to learn from them as much

Kison: as they are trying to learn from you. I wanna talk more about that. How do you increase the success rate of your acquisitions?

Kison: How does a buyer led approach ensure scalability and long-term success? A lot

Paul Miller: of

Kison: it comes from

Paul Miller: a, I'd say the pre-work. Have you thought this through and have you thought it through? From a perspective, and I know a lot of people say this, but we really try [00:34:00] to implement it, that it's, this is your money. If you're buying a company for $10 million or $20 million and you've got 30 million in the bank.

Paul Miller: Let's just say that's the number. Do you want to spend $20 million on this one company, two thirds of your potential spend? And if the answer is yes, and here's why, and it's really powerful, you're already more than halfway there that this person is saying, even with my own money. I would make this bet, and often you'll find people say, Ooh, if you're putting it that way, I have these [00:34:30] concerns.

Paul Miller: Okay, fine. Let's hammer those away. In my mind, a lot of this is the pre-work. A lot of it's time, a lot of it's getting to know the target as we talked about right at the beginning here. Have you done your homework? Do you know them? Have you got some insights into them? The more you can get comfortable with that, the better the outcome is gonna be.

Paul Miller: Then if you have the check-ins on how you do it. When you do it, is the audit in place? Did they do what they said they were gonna do? What have you learned? Pour that into the [00:35:00] data bank. Next time you do it, hey, do you remember last time we did one here this size that we really missed the tech due diligence?

Paul Miller: It turns out they had a huge technical debt and we spent a year trying to catch up to get them up to speed. Let's ask this target what that technical debt looks like. You sort of learn and it's iterative, and it's iterative and it's iterative and you get better at it. The ones I feel where you don't get very good at are the ones that become quite emotional.

Paul Miller: I like this. It's the best thing I've ever seen. We gotta have it. Gotta have it. And you start ignoring some of the signals on [00:35:30] the edge 'cause you're so in love with this particular acquisition. I. You kind of lose a bit of discipline. It's boring, but it is mundane, but discipline really matters. Have your checklist.

Paul Miller: Check the checklist, check it again. Learn from what you've done before. Add that to your checklist next time, just improving your chance of success all the way out. Do

Kison: the pre-work and don't let the motions keep you from skipping steps, basically. It's hard. It's hard, but yeah, keep the emotions in check.

Kison: It is hard. I got this issue where I found a company and I like [00:36:00] it, and it's profitable and it looks good. Does finance make sense? We guys should do this deal. And then little things creep up. That's right. And it's like one by one, this creeps up. This creeps up. And it's so hard to say.

Paul Miller: It's hard to say no.

Paul Miller: Particularly if something. Checks off a lot of boxes on being exciting. It could transform you. It can add a, if you're growing at 12% and this is growing at 24%, you're seeing accretive growth. It's hard to look away from that and say, hold on a minute, but. What's their [00:36:30] organization look like? What's the skillset look like?

Paul Miller: What's the customer set look like? What does the tech stack look like? And these are boring. Yeah. I said why it's growing 24%. That's the exciting piece. And M&A can get exciting. It gets very unexciting. Six months in. If you've missed all of that stuff and you're finding yourself in an absolute nightmare integration scenario, uh, all of our time is being spent.

Paul Miller: Try to figure out what on earth. It was exciting six months ago. It ain't very exciting now. Yeah, it [00:37:00] also puts people off the next one. Okay, so that's how to increase the success rate is do the pre-work, do the pre-work, and do the detailed pre-work, not just the surface level

Kison: pre-work. How about a buyer led approach to ensure scalability and long-term success?

Paul Miller: You gotta have an executive team that is scouring the landscape and knows that this is one element of your value creation strategy. Organic growth is great. Launches of products are great, but M&A is a leg of the stall that you've gotta be focused on. So always be buying, [00:37:30] always be looking, always be filling the funnel with prospects.

Paul Miller: You have everybody, the whole executive team's hunting? I do, yeah. Including HR. Interesting. They may be at a conference, they may say, Hey, I just heard this person speak. She's got a fantastic culture. We've got a lot we can learn from this particular company. Then I'll sometimes reach out to the CEO and say, Hey, I've just heard about your.

Paul Miller: Award-winning HR presentation, and I buy you coffee. I'd love to learn a bit more. That could then lead into an M&A discussion might just lead into a better HR discussion. [00:38:00] And if I can, I try to push it down even further. Sales leadership, marketing, leadership, who you're seeing, who you're partnering with, who's helping you get your product to market faster.

Paul Miller: And they can sometimes lead it into M&A. So on the buy side, always be looking, always be having the decision is can we build this or should we be buying this to move faster? What's this like color code rating system that you guys use for the red, Amber Green? Yeah. That was on the audits at UBM that I've stolen best practices from.

Paul Miller: And UBM was a billion dollar plus [00:38:30] company, and they were an audit to be feared in some ways as the CEO that you were like, oh boy, I've made a mistake here because there's a whole swath of red that we said x. It's all rated red. We miss this in due diligence. We miss this in integration. We miss this on day one.

Kison: This is the

Paul Miller: m

Kison: and

Paul Miller: a team that's getting rated. Yeah.

Kison: You got a scorecard on the M&A team. Yeah. Ooh.

Paul Miller: But hey, why not? It's money, it's investment. If you're choosing to invest in M&A versus invest in your own organic growth, why [00:39:00] not have the same scorecard or it is

Kison: always just you get the deal done and maybe there's some success factors that get pretty.

Kison: Vague and foggy after the deal's done, but just go to score the process itself.

Yeah.

Kison: Yeah. That's actually pretty interesting. Personally, that's a

Paul Miller: necessity. If not, you end up moving to the next one and the next one and the next one. You are not learning from, Hey, what did we get wrong last time? It's never perfect.

Paul Miller: It's not something to be afraid of, but it is definitely something that I think makes you better. Next time. When you say data driven in M&A, what does that mean? All of these [00:39:30] things are actually, if you're looking to get as much of that gut feel that you mentioned earlier out of the actual decision, gut feel still part of it.

Paul Miller: I, no matter what anybody says, there's still a little bit of me. My instinct tells me something smells wrong here, even though all of the data's telling me it looks good. So there's still a gut feel element, and I think it'll be there forever. But increasingly, there's more and more data. And it's not just the financials, that's the easy part of data.

Paul Miller: It's employee engagement. It's what I mentioned earlier about [00:40:00] you seeing people leave the company at a rate that's above industry average? Why, what's wrong there? Is it a benefits issue? Is it a 401k match issue? Is it a, actually, this is a terrible place to work issue. Data, data, data, data, data all the way along, including data around culture.

Paul Miller: And if people don't have it, then I think you've got a question mark in your mind. If you're not measuring culture, then how do I know that what you're telling me is actually rough?

Kison: Yeah, that's a good point. Really get as many data points as [00:40:30] possible to track it and be more systematic about how you approach deals.

Kison: And if somebody tells you, I don't have the data, then

Paul Miller: have a huge question mark around what's the company.

Kison: Ah, so that's part of your evaluation process. Yeah.

Paul Miller: We live in a world where data is, soil data is all over the place. The real clever piece is how you're using it to predict your business, et cetera.

Paul Miller: But that's for another conversation. But if you don't have the data in the first place. I'd have a lot of questions about

Kison: what are you running a company on Gutfield when you did the scoring for them? A [00:41:00] team, what happens if they get a bunch of red marks? We had to present to the board what we got wrong, why we got

Paul Miller: it wrong, what we're doing about it.

Kison: Confession. Yeah.

Paul Miller: Colonoscopy as somebody referred to it at one point in time. Yeah. It was, uh, let's say a chore. Chore is the wrong word. Definitely a process that was, it was pretty forthright, honest, everything's on the table here and it wasn't personal. So if you had a swath of red and you were the leader of the business that actually made that acquisition.

Paul Miller: What did we get [00:41:30] wrong? Why did we get it wrong? Did you get over excited? And what could you have asked and what would you ask next time? And it was all done for the purpose of, let's get better at making acquisitions. Let's just get better. Now, if you did three acquisitions and it was a swath of thread.

Paul Miller: Often what would happen is that it'd be like, Hey, we're actually gonna place our money and our bets with another leader because you just haven't learned from making the same mistakes over and over again. It was a way to access capital, but there was no [00:42:00] punishment unless you continue to make the same mistakes, which I don't think anybody did.

Paul Miller: Success rate on acquisitions actually grew pretty significantly, so we were hitting some accountability. Yeah. Seven, eight out of 10 were doing what they said they were gonna do. What's the hardest deal? You've done some strange deals, anything with an international flavor, particularly in an area of the world where you don't really fully understand all of the customs, no matter what books you've read.

Paul Miller: So the hardest one I did was actually in China, in Shanghai, China, and we did all of the above [00:42:30] that I've been talking about throughout this podcast. All of the checks, all of the data. I had met the CEOA dozen times as a professor at a local university. It was a good business and we bought the business.

Paul Miller: Integration was hard. There was, there's a lot of flying, a lot of schlepping to Shanghai at this point in time, and we did. As good a job as could be expected of a US based or North American based team to acquire this business. What we missed was some of the [00:43:00] cultural elements of what the actual owner was expecting to do with the business.

Paul Miller: And I won't go into it all because it will get a little bit too personal, but it's a different culture for however, capitalist or not China is, it's a different culture and. I wish I'd had somebody on the ground who could have given us a little bit more insight into what we were actually gonna be looking at post acquisition.

Paul Miller: Hmm.

Kison: That's interesting.

Paul Miller: I'd say it worked and it wasn't a complete failure. It worked, but the work we had to put in to [00:43:30] make it work, it was

Kison: intense. Yeah. That goes back to the whole culture piece. Would you say that's the MO most important factor to make a deal successful? Is a cultural integration. I would, cultural

Paul Miller: integration, people in

Kison: general.

Kison: Everybody

Paul Miller: says this. They say, everybody says this. Yeah, it says

Kison: it, but it's hard to, it's easier said than done. It is,

Paul Miller: and, and it can be a bit of a throwaway line in some cases you have. Oh yeah. It's all about the

Kison: people.

Paul Miller: But

Kison: I met one executive. He is like, oh, I, I go on site and I walk around the office and I can sense the culture from that.

Kison: And that gives me a sense of I should do the deal [00:44:00] or not.

Paul Miller: That's extreme. If you get the opportunity to do it, I'd say do it every single time. You do get a feel. You do.

Kison: Okay, so I gotta

Paul Miller: go on site, walk

Kison: the

Paul Miller: office. Yeah. Everybody's remote now though, so that makes it harder. Our

Kison: company's pretty remote, like

Paul Miller: we have a few people, which by the way gives you a lot of insight into how you communicate?

Paul Miller: Tell me how you communicate to voice. Some of your

Kison: Zoom calls,

Paul Miller: that's unlikely, but you can ask how many Zoom calls are you doing, or how many town halls are you doing? Can you share with me some of your communication? Gimme a month in the life of this company, how you communicate [00:44:30] to your staff. Yeah, the

Kison: employee handbook.

Kison: You think that's actually a good template from somewhere? Yeah,

Paul Miller: it's part of it, but it doesn't give you the in between the lines stuff, which is the most important culture. That's what's tough.

Kison: That's the thing I'm struggling with because

Paul Miller: it's,

Kison: it's the most

Paul Miller: important and it's the hardest

Kison: because you don't have, you have such a slim window.

Kison: You don't have access to enough people to really read culture. You have access to a handful of executives. What do you find online? What kind of surprises have you seen, like cultural surprises that shocked you or threw you off or stuff to be [00:45:00] like whereabout?

Paul Miller: Yeah, there was, there's a few. There was one variant, one early in my career.

Paul Miller: I'm going back almost 20 years where I. The actual work we did on cultural fit was probably as intense as any work I've done before. We spent time in their office, we had a lot of dinners with the executive team. We got to know them, bought the company, and it turns out that the CEO was a bit of an ogre that we hadn't seen or even picked up from his direct reports.

Paul Miller: But when he got in the building, he was literally throwing his weight [00:45:30] around and barking at his team and our team. To the point where our team just didn't wanna work with him, that they wanted to find workarounds. It frankly was a shock, and you don't get shocked often, but that one was like, wow. He put on a good act all the way through the whole diligence, but once in, in the seat was pretty tough to work with.

Paul Miller: So you get that kind of shock next time you really go deep on that and you start to figure out, hold on a minute, what's it like to work with this guy? You start asking a few different questions.

Kison: It's so true in the culture stuff. 'cause it's, it is, leadership [00:46:00] is a huge part of it. And if you got the right leadership, a lot of these, yeah, there's a lot of tactical details of Yeah.

Kison: Integration. Yeah. But the right leadership are gonna get through that. They're gonna problem solve, they're gonna make decisions. That's it. Right. Leadership team's. The key leadership teams, right? Yeah. Leadership's aligned. They know how to lead. They drive the. By example, problem solve, make decisions.

Kison: That's what's ultimately, that's right. Get things to be successful, get people aligned. This is where the AI to help you assess culture may be, I don't know. I'm a

Paul Miller: huge fan of the promise of AI and where and how [00:46:30] it can help and what gets put into a data lake. But we're a little ways away from the real

Kison: promise

Paul Miller: of I know

Kison: m

Paul Miller: and a and ai.

Kison: Okay. So the international deal I'm working on. And there's a little bit of why this gotta be the first deal I work on? And the, that's one

Paul Miller: start at the hard end,

Kison: right? And then the devil's on the other side. And the devil's like, you're probably gonna do a bunch of international deals, so why not just cut the wrist and get it going?

Kison: So what to look out for. Yeah. The good thing is the European country, we're speaking a common language. Yeah. I think it's a good thing the culture read is like culture. Me taking a [00:47:00] flight and having a beer with the executive, maybe I'll get the walk around the office.

Paul Miller: You should do, if it's offered things like employee engagement surveys, if they've done any.

Paul Miller: Meeting the executive team, making sure you, you do a dinner with the executive team. I had an old boss who used to call the CEO up at like on a Sunday at three o'clock just to see do they answer the phone? Do they not answer the phone if they do or do they answer their email or not answer their email?

Paul Miller: I. Get a sense of work-life balance. Again, the glass doors, the LinkedIns, the, [00:47:30] the referrals, all of that kind of stuff that sort of sits in a bit of an intangible below the iceberg, which is there. It's not hard, it's just a quick search.

Kison: All

Paul Miller: relevant.

Kison: You ever done a backdoor reference like you, so maybe they say, here's three or four key executives.

Kison: Have you ever like. Back channel reference. I have not. You think I should

Paul Miller: Internationally? If you can, I don't think it would hurt. Or if you know somebody that works with that company, a client or a business, it doesn't hurt to say, Hey, what do you think of X? And they'll tell [00:48:00] you often. They'll tell you 're a great person.

Paul Miller: What you see is what you get. Run away or be careful there. This is the. You are the fourth person to ask me and I don't feel comfortable giving any kind of reference. Yeah, that's not good. So yeah, I haven't done the formal background. But informally, yes.

Kison: Informally, yes. What's the best advice to make this international deal successful?

Paul Miller: You gotta do the hard miles. Number one, you gotta get on the flights and you gotta get out there and you've gotta do the [00:48:30] dinners and the meetings. And how

Kison: many flights or in-person meetings before I get LOI signed? Depends how big the deal is. Small deal. First deal, not

Paul Miller: big deal. Small deal, first deal.

Kison: First deal,

Paul Miller: though, I don't wanna screw up the first deal. So yeah, I'd wanna be in three different scenario meetings with the CEO and if possible, the executive team as well before LOI, if you can.

Okay.

Paul Miller: If you can, yeah, ask for a fireside chat. Fireside chat. Just a fireside chat. No formal management presentation.

Paul Miller: Just Hey, just. You, you and me and your team just ask you a few questions. Sometimes they'll have a bank

Kison: present. Depending on [00:49:00] where they are. They probably limited it. They may pull in one or two other people in the team. Yeah, that's about it. Yeah. But that's okay. Then you get to see three people.

Paul Miller: Okay. You get to see the CEO and a couple of others.

Paul Miller: You get to see, are they aligned? Are they finishing each other's sentences or. He's the CEO all over the two other executives in the room. Hang on Now, if you don't mind, let me tell you what the real story is and the execs sitting there going, yeah, I was telling the real story. Now you're gonna tell your version of the real story.

Paul Miller: You start to pick up the little signals of, actually this is a CEO, who doesn't surround himself or [00:49:30] herself with people that. Are competent at their jobs because he or she is finishing their sentences or talking over the top of them. And for me, all of this is, it's all data. Data. That's a key thing.

Kison: That's a key thing to know is how dependent. The businesses on How strong is the management team? Yeah. If it's

Paul Miller: the CEO barking out all of the directions, then you don't have a very strong set of number twos. If the CEO leaves, then you're left high and dry, but you're only gonna get that really from if you can.

Paul Miller: Don't always do [00:50:00] this pre LOI, but if you can try to meet with the teams and. Certainly can meet with the CEO. Yep. And then you can always ask the C, Hey, I'm gonna be over in a couple of weeks. Would it be possible for you to have the CFO and the head of product?

Kison: This can be some back and

Paul Miller: forth. He or she can always say, no thanks, that's that.

Paul Miller: Call sign an LOI, and then we can have that conversation fine. Nothing wrong with that, but if you can get on the plane. Sit down with them at least two or three times, the CEO and then say, you know, I'm, I'm comfortable with this person. [00:50:30] I like this business, and I'm ready to put an offer in place. And then after the offer's accepted, you gotta go back again.

Paul Miller: And that's where you've really gotta see the management team in action. Yep. How do they deal with each other? You find some wacky things in those meetings. I've seen CEOs talking and the COO just rolling their eyes, looking at this going, there's an issue. I don't know if it's a big one or not yet, but I'm gonna dig it.

Kison: Yeah, that's not good. In general, just making sure this first deal is successful. Same advice. [00:51:00] Just spend the time with the people and really spend the time with the people and if

Paul Miller: you can corroborate your feelings with what's going on out there. So, for instance, you're meeting the CEO, but their chief financial officer's talking at an event in New York City.

Paul Miller: Don't see him talk, don't see him and say, uh, this guy, yeah, they talk the same. Yep. This is something that makes me feel comfortable. So if you can just corroborate that, the CEO, the CEO with. I've got enough information around the outside here that [00:51:30] can really help me get this deal done.

Kison: This is helpful.

Paul Miller: Feel your gut feel though, as well. I,

Kison: I know

Paul Miller: a little bit

Kison: of you gut this

Paul Miller: is

Kison: helpful. Yeah. Good. Thanks. Thanks for not getting rid. Not too much. Not getting rid of

Paul Miller: all of it. You let me keep a little bit of it. Yeah, you do. You do. It's why you're doing it in the first place. Is it? This seems good. Feels good.

Kison: Yeah. Just gotta make it more programmatic and data driven. Data driven. What's the craziest thing you've seen in M&A?

Paul Miller: There was a weird one in Covid. 'cause we're in the live event business. All live events were canceled in Covid. Various ways of dealing with that, which I won't bore [00:52:00] you with, but one particular company that we'd been looking at for a while actually went into a bankruptcy chapter seven and ended up selling quotes to the assets of the company in a paddle auction run by a court in Atlanta.

Paul Miller: And this was in Covid. So my team and I and another team that we were bidding against actually had a online zoom auction for a company, for a company. Craziest thing I've ever been involved in, we actually ended up being the highest bidder. Wow. [00:52:30] Whoa. Boy. You of all of the detail, the

Kison: one, uh, company of a Zoom auction

Paul Miller: in a bankruptcy auction on Zoom.

Paul Miller: Court out of Atlanta. Now, that was a company that we. We were very pleased to get it, but I will say that if you don't buy anything out of bankruptcy court that doesn't have wars and issues, you have some work to do afterwards. Yeah. But you, but you know, yeah. You walk into that knowing I'm not paying X multiple, but it was a crazy [00:53:00] experience.

Paul Miller: It truly was a crazy experience where you're sitting in your home office raising your paddle at X thousand dollars per time. Until the other side says we're out and you've won the auction. Wow, that's so funny. Yeah. Don't do that is my advice. That's, I

Kison: was thinking about starting a whole business,

Paul Miller: online business.

Paul Miller: You might get a home run every now and again, but there's a reason you're in bankruptcy court. Okay. So that's the key learning. But no, that was the craziest one for me personally.

Kison: Oh, this has been a great conversation. Thanks for taking the time, helping me become a better [00:53:30] MA scientist. Thank

Paul Miller: you. So thank you.

Paul Miller: Thank you, and good luck.

Kison: Hello, MA scientist. You're listening this far. I love you. Appreciate you. Thank you so much for just giving all the attention. I'd love to hear from you. I always appreciate feedback, criticism, so I get better at this. Reach out to me on LinkedIn. Till next time, here's still the deal.[00:54:00]

Kison: Thank you for taking the time to explore the world of M&A with our podcast. We love hearing feedback. Tag us on a LinkedIn post, add a review on Apple Podcast. We'd love to hear from you. If you need help standing up an M&A function or optimizing one that you already have. We're here to help, and if we can't help you, we probably know someone that can.

Kison: You can reach out to me by email Kison, K-I-S-O-N, at ma science.com, or you can text me directly at 3 [00:54:30] 1 2 8 5 7 3 7 1 1. If you just want to keep learning at your own pace, visit ma science.com for a lot more content and resources. That's where you can also subscribe to our newsletter. Again, that's ma science.com.

Kison: Here's to the deal.

Kison: Views and [00:55:00] opinions expressed on M&A science reflect only those individuals and do not reflect the views of any company or entity mentioned or affiliated with any individual. This podcast is purely educational and is not intended to serve as a basis for any investment or financial decisions.

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