The Secrets to Sourcing Proprietary Deals in Private Equity

Kison: [00:00:00] I am Kison Patel, and you are listening to M&A Science where we talk with deal professionals and learn valuable lessons from their experience. This podcast focuses on stories, strategies and what actually happened during M&A deals.

Kison: Hello and welcome to the M&A Science podcast. [00:00:30] This podcast is part of a mission to rethink how M&A is done. The old school settle that approach, it's dead. Fire led M&A is all about strategy, alignment, and efficiency. Putting value creation at the center of every deal. And let's be real. It's not just about closing the deal, it's about making it successful.

Kison: We uncover what truly works in M&A by learning directly from the best. I'm your host, Kison Patel, founder and CEO of deal room and Chief scientist at M&A Science. [00:01:00] Today I'm joined by Ryan Gable, managing partner at BW Forsyth Partners, a St. Louis based investment firm, backed by Barry Waymiller.

Kison: Ryan co-founded BW Forsyth in 2009 with a unique approach that blends elements of private equity, family office investing and strategic M&A. Since then, his team has completed over 55 acquisitions and built seven platform companies across capital, equipment, manufacturing and insurance services.

Kison: Today we'll explore [00:01:30] his firm's investment philosophy, how they cultivate relationships with sellers, and why their buyer led M&A approach has driven long-term success. How's it going? Right? Great P sound. Thanks for having me. Appreciate the invites. It's gonna be fun.

Ryan Gable: Hey, thanks for hosting me here in Manhattan, like literally five minute walk from where I live.

Ryan Gable: This is one of our platform companies, core partners. This is one of their offices. Cool. I like it. It's a buzzy office. Can we kick things off a little bit about your background? Born and raised in St. Louis, then went to undergrad at University of Richmond, got a traditional [00:02:00] business degree with a focus in finance and international business, like all finance majors, at least back then you were told you wanted to be an investment banker, so I really wasn't sure what I was getting into, but I followed everybody else and ended up working for Bank of America's Investment Banking Group and their leveraged finance group as a analyst for did that traditional two year stint in Dallas, and then was fortunate enough to get hired into their private equity group.

Ryan Gable: This was back in the day when banks could still have internal private equity groups and hedge [00:02:30] funds before the financial crisis. So joined what was called Bank of America Capital Investors in 2001. That's now Ridgemont Equity Partners since they spun out after the financial crisis in Charlotte for about eight years.

Ryan Gable: And then we'll get into this more later, I'm sure, but Bob Chapman, CEO, majority owner of Barry Waymiller, approached myself and Kyle Chapman, his son, back in 2008 and nine to. Moved back to St. Louis to start up Forsyth. That's the professional background, personal side, as I said, born and raised in St.

Ryan Gable: Louis back there now [00:03:00] with my wonderful and very patient wife and three kids and loving it.

Kison: That's awesome. So you, the banking got on the investment side and then what happened? You get a phone call from Bob or Kyle and they said, Hey, I got this idea. I wanna pitch to you. How'd that go down?

Ryan Gable: Kyle, who's currently was the co-founder of Forsyth with me for the first 10 years, he's now over on the Barry Waymiller side running that whole group alongside his father.

Ryan Gable: But Kyle and I were working together. At B of A's private equity group. And we had talked about and [00:03:30] looked at buying some small businesses with the backing of Bear Waymiller around the Southeast for a couple years towards the end of our time at B of A Capital Investors. We never ended up doing it never came to fruition.

Ryan Gable: But from that, he had been in discussions with his father and some of the other Bear Waymiller folks and leadership team members about, Hey, there's a different way to do business. There's a different way to be a acquirer, a businesses. Bob and a couple of the Bear Weiller board members had discussed this for a couple years and then finally approached Kyle and me in early 2008 to [00:04:00] potentially do this.

Ryan Gable: Oh, so you already got familiar with

Kison: them through the banking? Yeah. Or through their investment relationship slash banking and then that manifested.

Ryan Gable: I like to think I was picked due to my merits and abilities, but the fact that I was originally from St. Louis probably made it an easy selection too. But yeah, he's just down the street.

Ryan Gable: Yeah, we worked together for eight years at Bank of America, so I knew each other well.

Kison: Awesome. Yeah. 'cause Kyle was there. Yep. He worked with him. I gotta put a plugin for both Kyle and Bob Chapman. I did a podcast with them. So if anybody is not familiar with Barry Waymiller, check it out. [00:04:30] Very interesting organization.

Kison: Go on their website, read about the culture. It's just such a different approach. It's like inspiring just to see how your approach has influenced other very large organizations. Some like LCI have had on the podcast. I know we have another one coming up and just completely change their approach to culture and the way that affects, or the way it influences

Ryan Gable: how they do

Kison: M&A.

Ryan Gable: It's had a tremendous impact on Bear ler and the success of that business and all the team members and people whose lives they've touched, but I'm sure we'll [00:05:00] talk about this later. It's a huge advantage for Forsyth, the Bear Waymiller backing that people-centric culture, that long-term approach. It is what has made a success.

Ryan Gable: Kyle, myself, the other 15 team members in Forsyth, we've been a big part of it, but the backdrop still sits on the. The model, the story of Barry Waymiller,

Kison: people-centric culture is a good way to put it. So if you get a chance, check out that podcast. You learn a lot about it. It's really incredible. Just the sheer success they had with the parent organization.

Kison: Let's click into EW [00:05:30] four sites model. How do you differentiate it? What is it? You've

Ryan Gable: mentioned Barry Waymiller a little. I think it's important to understand who Barry Waymiller is. Let's do it, and then how we play into it. Bear Waymiller is about a 3.6 billion revenue business. It's founded in 1885 in St.

Ryan Gable: Louis. Really for the first a hundred years of its existence, made bottle washers and pasteurizer for reusable glass beer bottles. St. Louis, Anheuser-Busch. That's why we're there. Bob's father actually bought the business in the fifties from Mr. Barry and Mr. Waymiller. He ran it for 20 years. Bob took [00:06:00] over in the late seventies and really transformed that business from one customer, one industry, very fragile business overall to building it to about a billion dollars in the late two thousands when Kyle and I joined.

Ryan Gable: And then today it's, as I said, a little over three and a half billion. And when you look at Bear Waymiller group, overall about 2.6 billion of that revenue is Bear Waymiller companies, which is mostly packaging and packaging related equipment, and then also engineering consulting. And the other 900 million is the foresight businesses that we'll [00:06:30] get into here.

Ryan Gable: Those seven platforms that we've acquired and built up over the last 15 years.

Kison: So they got a big success on the parent organization. Why fork off and do something different?

Ryan Gable: Bob and the board, really in the mid two thousands, as I said, they've grown from 20 million in revenue in 1987 to about a billion by 2008.

Ryan Gable: And the majority of that growth had been by buying distressed or at least underperforming packaging of equipment businesses, and they looked up [00:07:00] and really probably because of the law of large numbers, they'd been growing at 15 plus percent a year, and now you're a billion dollars and it's much harder to grow at that rate at a billion dollars than when you were 20 million.

Ryan Gable: And they stepped back and said, Hey, everything that we've learned, all the expertise we've gained, all the business practices that we've developed that apply to packaging equipment applied to other types of capital equipment as well. At the time, they'd also started up in engineering consulting group called Bear Waymiller Design Group.

Ryan Gable: [00:07:30] Also in the eighties that had grown quite a bit too. Really, Bob and the board said, Hey, let's take. All the expertise, experience, and resources we have and form another growth and diversification tool within Barry Waymiller. And that's what became Foresight Partners. Now, they could have done that within Barry Waymiller just bought companies and made it a separate division of Barry Waymiller companies.

Ryan Gable: That's what

Kison: you'd think they would do is create another platform. Yeah.

Ryan Gable: Like most strategics do and are even holding companies do. But Bear Wham was extremely conservative and the concept [00:08:00] was, Hey, we don't wanna risk the mothership. It's performing extremely well. It's profitable. Great cash flow. It's growing.

Ryan Gable: So they formed Forsyth off on the side, structured like a typical private equity group. I'll get to our differences in a minute, but allocated a hundred million in capital from solely from Barry LER to us back in 2009. And really just gave us the directive of Hey Barry LER companies a strong growing diversified within packaging and packaging related equipment services.

Ryan Gable: But we want to get into other industries really [00:08:30] overall to further diversifying, further grow. Barry ler.

Kison: Okay, so let's just kicked it off with a hundred million dollars. The goal was to diversify structure like a typical PE firm.

Ryan Gable: Yeah, so we sell against traditional PE firms and there's a few areas where we're different.

Ryan Gable: And look, the traditional private equity model's been successful, made a lot of money for private equity groups for their investors.

Kison: I wanna clarify, like traditional in my view is you come up with an investment thesis, you got a target fund, you're trying to raise, let's say 500 million. You [00:09:00] go to all these LPs, you go raise this money, and then you gotta go allocate all this capital and then you gotta hold, period.

Kison: You gotta go liquidate, return it and see how many chips are left over. 'cause you'll usually, what is it? Two 22% a year management fee. 20% of Gary, that's typical. For some of those of you that mean listening you, not familiar, but typical private equity model,

Ryan Gable: which Bob Chapman and Barry Wham do not like the typical private equity model.

Ryan Gable: Not to disparage it, it's where Kyle and I came from. It's what we did for eight to 10 years and it's been a successful model. We [00:09:30] like to call the ForSight model a hybrid equity model. And by hybrid we mean we've attempted to, I'm not saying it's perfect, but overall it's been successful. We've attempted to take a positive traditional private equity, which I view as still having that entrepreneurial spirit with the leadership team and the company, separate companies, separate leadership teams, equity aligned incentives so that everyone benefits if they grow and are successful without some of the negatives, at least negatives in our view.

Ryan Gable: And the negatives in our view is short-term thinking and decision making, and also too much [00:10:00] reliance on debt and financial engineering. And then on the strategic side, hybrid between the positives of private equity and the positives of strategic. On the strategic side, we've attempted to take the positive, which is resources backing of a large, successful global company that gives you not only financial resources and capabilities, but also just know-how and experience from what they, from what Bear LER has done to be successful, but without the negatives of sometimes the strategic, which is, Hey, you get.

Ryan Gable: Acquired by this big company, you get gobbled up, you can lose your [00:10:30] culture, you can lose your facilities, you can lose your team members, you can lose your brand. What we've attempted to do is blend those two and attempted to do the positives without the negatives. But if you look at today, people will say, how are you different than traditional private equity?

Ryan Gable: Number one, as I mentioned, we're long term and by long term I literally mean forever. Bear Waymiller has been around since 1885. They've acquired 85 companies. We've acquired close to 60 now. Have not sold a company in that time, and not saying we [00:11:00] wouldn't or can't, but the overall model is Bear Waymiller is successful.

Ryan Gable: They don't need liquidity. They're our sole. LP always have been. Could that change in the future? It could. Something we've discussed in the past, but to to date all of our capital, all of our money comes from Harry Waymiller. Also, the debt point, when we buy companies, we put anywhere between two to three times leverage on them.

Ryan Gable: There's certain industries, especially our services industries and businesses that are very stable. We could probably go lever four or five, six times, but we don't do that. [00:11:30] The difference between private equity really is long-term thinking and lower use of leverage of financial engineering. The difference between all of them is the people-centric side, and yes, there's people-centric companies both within private equity and on the strategic side.

Ryan Gable: But in general, given our long-term backing, our long-term approach, we will sacrifice short-term performance at the benefit of our people by not doing some big hire and fire approach. Yes. Do we have to make difficult decisions sometimes [00:12:00] and part ways with people? Yes, we do, but it's absolutely the last resort in our model.

Ryan Gable: And to us, all of our decision making is what's best for this company and this team over the next five to 10 years, not five to 10 months or next quarter like it sometimes can be with the more short term thinking of, of both private equity and some at least public markets with strategics.

Kison: So the benefits.

Kison: You're again, avoiding the short term thinking. It's not like, hey, five years you can definitely go past that. Think long term. The financial engineering, you don't have to worry about getting over-engineered. That puts [00:12:30] you in a risk category if you have some macro elements that may fluctuate and change some of the business fundamentals.

Kison: Resource backing is an interesting one 'cause you obviously got a lot of things that you've found successful in the model, particularly turning culture into strategic advantage, which again is like all the unique thing that the organization does, but being able to bring things like that as resources to these organizations.

Kison: So the, this stuff sounds good so far. I'm sold. I'm sold on the, so far so good. The long term [00:13:00] part. No pressure to sell. Yeah. It's not like we're like exit planning from the beginning. That part sounds interesting. When you make investments, are they like majority? Is it full buyout? And then do, is the principles rolling over some equity minority deals?

Ryan Gable: What are your overall, yeah, as as far as structuring deals go, we like to keep things very simple. You talk to our lenders and our banking partners, they probably think we're too simple and boring and they would probably like us to do more. But when we structure yield, first to your point, majority, the [00:13:30] vast majority of our deals have been 51% ownership or above.

Ryan Gable: We've actually recently done a couple partnerships with some companies where we were less than 50%, but the goal and the clear goal from us and the existing majority owners and sellers know that our goal over the next two to three years is to work ourselves into majority position, but we do not ever, nor have we ever owned a hundred percent of a business and we don't want to, our message to sellers is we have a different story as I've [00:14:00] hit on somewhat.

Ryan Gable: We want sellers to roll over a portion of their proceeds into the new company, and our ideal ownership structure is probably owning 60 to 80%.

Kison: How does the second buy the Apple come in play as a typical P model? It's okay. Five years. We'll do another recap. Get another P firm to take over. You guys are permanent owners, basically.

Kison: You haven't sold anything.

Ryan Gable: Yeah, it's a great question and we get that question a lot. People say love the long-term approach. Love the fact that you're gonna [00:14:30] make decision on what's best for the business for the next 10 plus years, not this next year, but I don't wanna roll over into this new company, be 90 years old on my deathbed, have 10 million of stock, but have no way to get liquidity for my family.

Ryan Gable: Exactly. Logical question. This really comes from how Bear Waymiller operates too, from an equity perspective, because about 30% of Bear Waymiller is not owned by the Chapman family. They have regular liquidity too. When we partner with someone, we say, Hey son, we're gonna buy your business. You're gonna [00:15:00] roll over 20% of your proceeds.

Ryan Gable: Say, let's make it easy. We're gonna buy your business for $10 million. You're gonna roll over 2 million into the new business and own 20% of the company. We ask for a five year, what we call commitment period when they do not sell, why five years? And our view, that's the low end of long-term. Then you would help with the business in whatever way you want.

Ryan Gable: Sometimes people retire fully, but still believe in the business, so want to have some ownership. Sometimes people stay on a CO and their day-to-day operations don't change that much. Usually it's [00:15:30] somewhere in between, just depending on where that business leader and that seller is kind of in their lifecycle and the business's lifecycle.

Ryan Gable: But then after five years, they don't have to sell. But then they have the ability to sell. And if we've been successful in that, their 2 million rollover is now worth four or five or six, they're happy. And then they can start to get liquidity for that rollover. Does that make sense? So it's not

Kison: technically a call for them, it's a put right.

Kison: Say, Hey, I, I want to cash out. But then who determines the value? Because you're not gonna run a [00:16:00] process.

Ryan Gable: Barry Waymiller, since 1998, has used something called EVA Economic Value Added Valuation methodology worn by Stern Stewart in the late eighties or early nineties. It's a relatively well-known valuation methodology, not just for private companies.

Ryan Gable: Some public companies use it too, obviously it doesn't relate to their public share price. But in 1998, Barry Waymiller rolled this out and used it internally. But then for our seven companies, each one of our companies has its own share price. Once again, back to being simple, whenever we do a new company, their share price just [00:16:30] starts at a dollar a share.

Ryan Gable: And then over time things go well, obviously it grows every six months. We update the EVA model. It's basically a three year discounted cash flow on steroids and with inputs on capital structure and interest rates and EBITDA growth and all that stuff. And then, so every six months, you know, we put that in, we review it with.

Ryan Gable: The leadership teams have more input in it than the foresight team. And then it's blessed every year by Ernst and Young, which are Barry Waymiller and our company's accountants every six months [00:17:00] as of March and as of September, which is our fiscal year end, everybody knows what their share price is. And that example, if you rolled over 2 million at the time of our partnership, you would've had 2 million shares in Nissan company.

Ryan Gable: And then if it's $2 a share, 10 years later you've got 4 million worth and you can sell those. I'm committing

Kison: to minimum five years going for the ride. Yes. And then after that, so say at five years, I'm like, oh, these are going good, but then where are my intervals to be able to liquidate?

Ryan Gable: It's pretty [00:17:30] open.

Ryan Gable: What we say is that fifth anniversary and that you can sell a third, sixth, an sixth anniversary, a third, seventh anniversary, a third, and then after that, whatever you want. There have been instances where we've had rollover shareholders that have. A massive amount, tens of millions, and they're retired and not that involved in the business.

Ryan Gable: In that situation, we go and have a discussion with them like, Hey, for the financial wellbeing of the business, let's start to give you you and your family liquidity. But nothing is written in stone as, Hey, you have to sell this [00:18:00] at this date, exit this date, and why at this date?

Kison: Interesting.

Ryan Gable: Talk to lawyers.

Ryan Gable: They probably say that's a mistake, but everything in our model is relationship based. It's about trust. Yeah, and have all of our relationship ships gone perfectly in the past? No. There's been a couple times where we've had a disagreement here or there, but the vast majority of the sellers we partnered with, the leadership teams that have gotten equity, either through buying it themselves or us giving them stock options have gone well and when they retire or step away, or when they want liquidity for whatever reason, [00:18:30] the vast majority of the time is just a discussion and that's granted.

Ryan Gable: Of our seven platform companies, we call three of those more established and four of those more emerging the established ones, two we've had for 14 years and one we've had for nine years. And of those three companies we've granted and given more than a hundred million of liquidity to shareholders that have sold for whatever reason.

Ryan Gable: Either they've retired or they've hit their five year commitment period and one in a million dollars to buy a second home or one in a hundred thousand dollars to help their kids go to college [00:19:00] or whatever. The reason is we've granted more than a hundred million of liquidity requests over the last really, it's been seven or eight years.

Kison: Yes. It sounds pretty interesting. Like there, there is some flexibility that when you reach that point in time, you can work with them. I could probably call you and say, Hey, I found a good deal in this yacht. Can I guess get out some of these options? And then you've standardized the valuation model, so that's already there.

Kison: We don't have to debate that or anything.

Ryan Gable: We don't debate that. And when we first started, there were some debates like, Hey, how's [00:19:30] this gonna work? 'cause it wasn't proven. It was proven to Barry Waymiller. But it wasn't proven on the foresight side. But now we've got, as I said, three very solid case studies of how this has worked and during diligence.

Ryan Gable: As you can imagine, the seller's, either financial advisor or lawyer, or both usually have a ton of questions about this. What is this? Some black box and some magical formula. Every time at the right point in the diligence process, pre-closing, we'll sit down with the seller and their [00:20:00] advisors and walk through it, and there's always some questions about it.

Ryan Gable: Now, we showed how well it's worked with the three companies that we've grown over time. People view it as a big positive, and Bob Chapman says this, we want to be a privately held company and have the benefits of a privately held company, but operate like a publicly held company with our shareholders.

Ryan Gable: We want our shareholders to know when you need liquidity, it will be there for you. And it's not just to your first point. We don't need to go sell the company for anybody to get their money back.

Kison: All the funding comes from Barry Way, Miller. Yes. [00:20:30] So when you need more money, call Uncle Bob.

Ryan Gable: Basically call Uncle Bob.

Ryan Gable: But, uh, you know, at the beginning people ask what are the benefits of this long-term model? I hit on a lot, I'll go off on a little bit of a tangent here. When we are partnering with someone or looking at a potential transaction, we are very upfront. We say, look, if you wanna sell your company for the very last dollar, retire and go to the beach, we are not the right partner for you.

Ryan Gable: Obviously, we pay fair valuations or else we couldn't have done almost 60 acquisitions now, but [00:21:00] we think we are the right partner for you. If for whatever reason you want liquidity, whether it's you're 67 years old and wanna retire, or you could be 40 or 50, we've done this a lot. 40 or 50 years old have founded this great business or taken this business over from your parents or grandparents who founded it, whatever it is.

Ryan Gable: You think you've taken the business as far as you can. You want some liquidity for the great business you've built and deserve, but want a good partner to help take your business and your people to the next level. We think we can be that right [00:21:30] partner that resonates with people, that resonates with sellers who a care about their business, care about their people, care about their community, care about their legacy, and want to pass that company and that team off to the right home so they can see it just like they've seen it.

Ryan Gable: Other parents or grandparents who are founded have seen it succeed for decades or generations. They wanna see it succeed for the next few decades or generation too, after they've entrusted us to partner with them.

Kison: You

Ryan Gable: started with the a hundred million period. A lot [00:22:00] bigger than that now. Total we've invested.

Ryan Gable: It's approaching about 250 million total. We've done a lot more as total acquisition value just 'cause With our successful companies, obviously, we're able to internally finance acquisitions either with debt or cash. Yeah, total revenue of our company's about 900 million and we've had 18% returns per year since we did our first deal back in 2011.

Kison: Ir IR, wow. How can I Us call, call Bob? Yeah, so one of the things [00:22:30] buyer led M&A big thing I talk a lot about, first part is just having a clearly defined strategy and being proactive about going for companies that actually align with that strategy. One of the big things that you emphasize is this long-term approach on the relationships culture.

Kison: How does that allow you to like source deals differently than vendors out there?

Ryan Gable: The long-term aspect has been a huge advantage with sourcing, and I'll start off with a failure of ours, which was a big learning. When we first started in 2009, [00:23:00] we knew Barry Weill's relatively conservative view on companies they wanted.

Ryan Gable: So we knew we weren't gonna be investing in oil and gas. Our median telecom, our restaurants are retail. Some of those riskier or more capital intensive businesses. Outside of those few, we were looking at everything, any type of manufacturing, distribution, any services, business. You know, it was really two 30-year-old kids.

Ryan Gable: It looked like running around looking for investments. So we did a good job of [00:23:30] getting our name out there. Went to all the A CG events, as many do, went and met with dozens, if not a hundred plus advisors and investment bankers across the US. Saw plenty of deals, plenty of books came in the door, but we looked up 12, 18 months later and we hadn't done our first acquisition yet.

Ryan Gable: We hadn't really gotten far with anything. Bob always to joke, always likes to joke that Kyle and I would go home to our wives and cry every night. 'cause two years in, we hadn't done a deal. It wasn't that bad. So we stepped back about [00:24:00] 18 months in and said, look, whatever we're doing right now is not working.

Ryan Gable: There are hundreds of other small and medium sized private equity groups out there that look just like us, that have money. Our conservative approach is. An auction where 200, 200 potential buyers see a book. Yeah, we might get management presentation be top 10, but we're usually not the one paying the most out of 200.

Ryan Gable: So we stepped back and said, Hey, what do we know? And we knew two industries extremely well. We knew capital equipment manufacturing because of the Barry Waymiller angle and [00:24:30] experience, and we knew insurance services. And that was mainly because Kyle and I's years at Bank of America. They did a lot of insurance investing given the fact that they were part of a large financial institution.

Ryan Gable: And Kyle specifically was a mid-level partner in that space. So we said, forget everything else. We're gonna go from being an inch deep and a mile wide to an inch wide and a mile deep. And we went deep into a handful of sectors within capital equipment, and less than a handful, probably two or three sectors within insurance services.

Ryan Gable: And the whole thing basically turned on a dime. We [00:25:00] did our first platform Investment Core Partners, which is the office we're sitting here now in April of 2011, we did our second in Machine Solutions, which is a medical device, equipment company of ours that's based out in Flagstaff In November, 2011, we did our third platform In April of 2012, we went from getting no traction over two years to buying three of our platforms in the next year.

Ryan Gable: Back to the point of how our sourcing model works and been successful, you need to be more than just capital and need to be more than the [00:25:30] money, especially with buyer led M&A. As you're touching on it, you need to have a real advantage in a real story, and you need to be able to stand out from the other hundred plus financial buyers out there that look just like you on paper and are trying to buy companies.

Ryan Gable: So a. When you talk to a business owner, especially if you're talking to some 60-year-old business owner and you're this 30-year-old kid, they would know within 30 seconds that I had no clue what I was talking about with the distribution business. Yeah, I read the sim, I did some research, but within 30 seconds there's like, [00:26:00] well, this guy doesn't know what the heck he's talking about.

Ryan Gable: Within capital equipment and within insurance services. Kyle and I were pretty well versed with that 'cause of our experience, either at B of A or experience learning the bear waymiller business, you can quickly get in and they say, Hey, this is a group that understands my business that I can trust. And then on the flip side of that, or not the flip side, but even further, when you talk about the Bear Waymiller model and say, Hey, we're long term.

Ryan Gable: We're not traditional private equity. We obviously are gonna pay a fair price. We wanna partner with you because we think we can take your business [00:26:30] from X to Y over the next 10 plus years, and we're gonna be a great home for the company that you built and the people on your team. It's just an advantage.

Ryan Gable: On the sourcing side. Early on it was just Kyle and myself, and now we're 16 people. Everybody in our group is responsible for sourcing. Yes, we have a deal origination business development person. Actually a couple of them, but that's 80% of what they do. But all 16 of us have some [00:27:00] responsibility with sourcing, and one person's the capital, four or five people are capital equipment experts.

Ryan Gable: They're going to a dozen trade shows a year. They're still sending letters and Bob's book out a hundred, 200 times a year. They're still having follow-up conversations. It is constant with us, with forming these relationships because the vast majority of the companies and teams we've partnered with, we've had multi-year relationships with.

Ryan Gable: I can count on one hand how many books fell on our desk or came through email and [00:27:30] said, oh, that sounds interesting. Let's look into it. Yes, we do that. We compete in those processes. We get a lot of management meetings. We just don't have an angle in those situations. And a lot of times those are private equity owned companies or whatever it is, and capital's the main thing they're looking for.

Ryan Gable: And there's plenty of capital out there. There's hundreds of firms that can provide just capital. We like to provide something in addition to that.

Kison: 90% of your deals are proprietary? Yes. That you've executed

Ryan Gable: by proprietary, I mean, we had a relationship. Yep. I wanna be clear, probably half the sellers [00:28:00] were only talking to us and that would obviously be our preference.

Ryan Gable: But our model and our preference is find an industry we like, or a narrow sector within industry. We're like, go deep in it, get 10, 20 relationships. And the vast majority of time, as you would imagine, someone gets a letter, we make an introduction to someone at a trade show, they like our model, but they say, Hey Ryan, appreciate it, but I love what I'm doing.

Ryan Gable: I got 10 years left in my career. I don't have any interest in selling, but [00:28:30] like your model and when the time comes, let's keep in touch. A follow up to that is logically, we usually try to have one or two touch points a year with people like that, whether it's one of the trade shows and seeing them again, or, Hey, I'm gonna be in Omaha and you're based in Omaha, can I swing by for lunch?

Ryan Gable: And just keep that relationship going. Our goal is when the time comes for a business owner to sell or consider selling or partnering with someone, we wanna be their first call. We understand we're not always gonna be their only call. We understand their advisors or whatever, might [00:29:00] say, Hey, seems like a fair price, but let's check the market.

Ryan Gable: But typically, we are their first call and their preferred buyer if we can come up with a competitive price.

Kison: So your differentiators story, really position yourself to stand out, doesn't sound like everybody else's pitch, and really emphasizing the long-term play that you have and the vision. If you click into this company and see better together, have that combined vision of what that's gonna look like, and then you build these relationships.

Kison: I get the, Hey, this sounds good, but now's not the right [00:29:30] time, and you wanna be that first phone call. There's two things I'm wondering about. One is, how do you sort of get actionability? Like, I don't have patience. I don't know. Yeah. I dunno if you picked up so far, but I can't wait for that. I wanna get things actionable.

Kison: Like I, I want to figure out how, how to make that possible. Do you have a, a view on that? Like do you convince people to sell their company?

Ryan Gable: I don't have a ton of patience either. I think all my kids and wife would say that, but in this model you have to because this model being relationship [00:30:00] based, it is based on trust.

Ryan Gable: Almost all the companies we've bought from a founder or family owned business, and it's more to them than just a number. It is their legacy. It's their family's legacy. They need to trust you that you're gonna take care of that business. And the minute you get pushy or try to force something that destroys the trust and they think, oh, this guy's just here to do a deal.

Ryan Gable: How we do force something to use your words, just be that touch point, you know, just remind them annually. [00:30:30] We don't call 'em up, say, Hey, you ready to sell yet? You ready to sell? Yet it's, Hey, I'm gonna be in town. Would love to grab lunch, swing by the facility to see you. Gonna be at this trade show. Can I come by the booth?

Ryan Gable: Can we grab a drink? Whatever it is. It's just a constant reminder when you do meet them, you get into the conversation, Hey, how's business going? They tell you, and vice versa. We tell them, how's it going? And you nicely and softly express the interest. Reiterate why you're interested, what you can do with the business.

Ryan Gable: 'cause there's been a lot of instances where, yes, a [00:31:00] business owner liked working with us, liked our model, but had no interest. But we probably were able to convince 'em that now could be the time. So many people think, I'm gonna sell my business when I'm ready to retire.

Kison: This one we should definitely take apart.

Kison: Yeah, because it's a huge misnomer

Ryan Gable: and that's logical, especially a family business. People think, oh, my grandfather founded it. My mother inherited it. She ran it for 30 years. She passed it off to me. And when she was 70 years old. And now I'm 50, but [00:31:30] I feel like I need to, hopefully I'll pass it off to my kids or whatever.

Ryan Gable: In 20 years, a lot of our partnerships have been, what I said earlier is that somebody's taken their business as far as they think they can. That's not a knock on them. It's we find there's this 20 or 30 million revenue number that a founder or a family business can not easily running and growing a business is never easy, but logically get to, and then they sometimes just kind of hit a ceiling.

Ryan Gable: It's kind of up to us to convince that, hey, you might still have 10, 15 years in the tank, and by the way, we want you to have 10 or 15 years in the tank [00:32:00] because you know this business and this industry better than anyone. I'm never gonna know it a business better than someone who's been in it for 30 years.

Ryan Gable: But you know what? We've got these resources. We have these different things that we can bring to your business. Why don't you. Take some money off the table. Let us buy 60% of the business. You retain 40% and we'll grow this thing from 30 million in revenue to 300 over the next 10 years together, and that money that you rolled over is gonna be worth four or five times as much as what you took off the table today.[00:32:30]

Ryan Gable: I don't know the numbers. I probably should go back and look at this, but I'd say at least a third, maybe half of the companies that we've partnered with and acquired have been in that situation. We've kept the seller on as CEO or president or whatever role they had, and we worked together to continue to grow the business.

Kison: If you talk to a banker, they'll probably tell you, you should think about your exit a year ahead. I feel like between you and I, it's more like five years plus you should start thinking about it because that's where it becomes more attractive [00:33:00] for working with an organization like yours. Oh, we're gonna be around for five years, right?

Kison: We're all over the equity, and you are hitting at a peak value because if there's, I'm gonna retire in three months. Yep. We're trying to sell this. They and take a knock on valuation because of that.

Ryan Gable: Yeah. And at least with our model, if somebody says, Hey Forsyth, I wanna sell my business. I wanna sell it within a year and then I'm gonna retire and go to the beach, I'm gonna take, I'm gonna sell a hundred percent of it.

Ryan Gable: It's a little bit of a red flag.

Kison: Yeah, exactly. I mean,

Ryan Gable: unless there's some life event that's [00:33:30] happened, but it's a little bit of red flag goes, Hey, are you selling it? 'cause something wrong with the business, you're gonna perceive

Kison: as more of a risk deal and you're probably gonna lower the valuation on it.

Kison: Yeah, absolutely. Okay, good to know. So now I gotta ask you this. You build a relationship, everything's going good. Hey Ryan, this and that. But they get a banker and they turn the process competitive and it's a view of you gotta leg up 'cause you got the relationship. One, it's like how do you use that? But two, is there a way you can keep it from getting competitive?

Kison: Because that's the thing that you just talked about, you don't wanna try to [00:34:00] outbid 200 people,

Ryan Gable: could. The answers a little bit in the middle companies and people we're talking to are rarely the ones that are gonna go hire an advisor to do a full, massive 200 person auction.

Kison: Okay.

Ryan Gable: Oftentimes they do, and honestly, sometimes we prefer to have an advisor involved that can expedite the process.

Ryan Gable: It can make it cleaner. I agree on that. Yeah. I just don't want like a full blown auction. Yeah. Of our almost 60 deals, no two followed the same process. There's been a handful of, Hey, we just had a real [00:34:30] trusting relationship with someone, and besides a lawyer to help them mark up the purchase agreement documents.

Ryan Gable: There was nobody else involved, but the vast majority of the time there's some advisor involved. It could be broker that the guy's, the guy knows, or his lawyer that's also functioning. Is there a way to

Kison: keep him from turning into a full blown auction?

Ryan Gable: The way is to be fair, upfront, people. Know if you're trying to nickel and dime 'em.

Ryan Gable: If I got a great relationship with you over the last four or five years and finally it's time for you to sell your business, we know the business, or I would [00:35:00] know the business from working with you. We've got this relationship. And then if I give you some offensive offer that's,

Kison: and you're probably having like casual conversation about valuation.

Kison: We can say, Hey, Mark's six to eight EBITDA for this type of business. Yep. We're gonna offer, we like all this stuff. We see the potential. We're gonna offer you like a higher end of that. And there's this trust and this makes sense. This sounds good. I don't think it's worth us going around. And I almost look at our business.

Kison: We're talking to investors and I feel, and it's different. It's more of a minority type of deal. We're working on that. I would definitely give up a [00:35:30] turn evaluation knowing it's gonna be an awesome partner. At five years down the road, I'm gonna look back and say, whoa, that was like a great ride that worked well together.

Kison: Versus just trying to not get the partner. That's gonna be a creative value add and a good journey to go with.

Ryan Gable: At the end of the day, we can't control what the seller decides to do. Oftentimes, I would prefer to have an advisor be involved because A, it's somewhat of a market check on our price. And could they get a higher price by five or 10%?

Ryan Gable: Yeah, maybe. Or a turn, as you said. Maybe. But it's at least it's, Hey, this is fair. And also when we lay these [00:36:00] proposals out, it's not just, Hey, we'll buy your company for six times ebitda, 6, 7, 8, whatever. It's, we lay out what the next five or 10 years could look like. Once again, with the whole rollover equity aspect, it's, Hey, you'll take this off the table today.

Ryan Gable: You'll roll over this. And if we're successful at the 18% return that we've been able to do, fortunately for the last 12 or 14 years, your rollover will be X. Even if we make 15 or 10, our target returns are 15%. That's usually what we show [00:36:30] people, but then we also show 10 and 20 and a range to say, Hey, here are the ranges of outcomes and what your total deal today would be worth in five, in 10 years, and.

Ryan Gable: That's usually while they could pro they, they could probably go find a buyer to pay a little bit more today and be all upfront cash. Um, if you look at the long-term outcome, they're gonna be a lot better taking our option than just selling everything today.

Kison: When you think about some of the metrics, do you have any rules of [00:37:00] thumb?

Kison: Like a lot for the I'M tech obviously. Yeah. And if I talk to some of those super smart investors out there, they'll kinda look at five years out, what's this journey look like, what the anticipated value, and then basically divide by three to get idea of like where current value should be to see if we get aligned around that.

Kison: You know, there's like rules of thumb that you have for

Ryan Gable: thinking through some of that. The typical rule of thumb is maybe not on the tech side, maybe that's more multiple of revenue. On the capital equipment side, depending on the sector you are serving, it can be anywhere between five [00:37:30] and oh double digits, 10, 11, 12 times.

Ryan Gable: On the insurance services and financial services side, it can be anywhere between seven to 15 times our historical. Multiples are probably the midpoint in there. But we have obviously higher growth. Higher margin industries are gonna command a bigger multiple. And

Kison: that's probably what it is. 'cause it's so much of foreshadowing of like where the business is gonna go, where you do have more standardization, which you already talked about standardizing your whole valuation approach across the organization.

Kison: You would look at that [00:38:00] in terms of pricing the company, but then you're building out this vision of what that long-term value is gonna look like.

Ryan Gable: Yeah. And to your point, yes, it's a standardized valuation approach, but it's company and industry specific. The EVA model that we use doesn't value a high growth.

Ryan Gable: Financial services company, right. The same as it does a mature lower growth, lower margin capital equipment company. So within that, yes, the EVA methodology is very standard and same, but the inputs to those two examples are vastly different and spit out [00:38:30] a vastly different valuation. In multiple,

Kison: aside from rolling over equity, are you using any other tools?

Kison: Are you using earnouts seller financing, other things?

Ryan Gable: We'll use seller financing every once in a while. I'd say 10 years ago we used seller financing more, earnouts less. Today it's the opposite. It's a lot more earnout based. Part of it is companies have been on a great run. The owners think that run's gonna continue regardless of valuation that we're putting forth or [00:39:00] some other competitors putting forth.

Ryan Gable: They still think, they look at it as, if I sold it today, I could get this. But if I just run it for three more years and I continue to grow 10% a year, it's gonna be this times one and a half. Earn out's, just a way to, to bridge that gap. And look, when we structure earnouts, I want to pay it sometimes and it's become less this way.

Ryan Gable: But I feel like five, 10 years ago when you'd structure an earnout, the seller would be like, well, there's gotta be some gotcha in here. They're trying to screw me somehow and I want to pay earnouts because that's a win-win. And we structure [00:39:30] earnouts. So if we do pay 'em, it's a better outcome for foresight as well because the company's more profitable and it's grown as much as we all thought and hoped it would.

Ryan Gable: But probably 50% or more of our deals these days have earnouts in them.

Kison: Wow. I laugh because I just had this round table discussion yesterday. I hosted with the, a mix of private equity and the corp dev folks, and I kind of said half jokingly, but what if you structure a deal where you don't intend to play the earn out that conversation stem, [00:40:00] because like the bid as spread is so high right now.

Kison: Yeah, I mean, it's just, people always look at these headline valuations and they reference it. And that's the thing I'm personally struggling with. Or they're just like the hockey stick growth. You don't always believe those. Sure. Why don't we build an earn out against that, and if you hit those numbers, great.

Kison: Yeah, everybody's happy. We'll pay you what you're looking for here. That's why I was like half joking. I'm like, can you just structure the deal without the mention of paying their earn out? Because

Ryan Gable: yeah, maybe some times that happens or people put such insanely high targets in there, they're not gonna pay out or [00:40:30] only pay out a small portion back to our model.

Ryan Gable: And long term, it can be very damaging to the relationship. If there's a deal with a bigger earnout component and one or two years into their earnout period, it's clear that they're not gonna hit it because they're demotivated. What is your No, it's usually based on, usually based on gross profit or some gross profit number.

Ryan Gable: Revenue sometimes can be too simple because people can say, Hey, just push revenue. I don't care what the margin is. Yeah. You know, dump it all sales. We don't want a bunch of revenue, but no [00:41:00] margin. And then in my view, EBITDA can sometimes be just too complex and too controversial. That's the too, to measure adjusted EBITDA maybe.

Ryan Gable: Yeah. And also we wanna make investments, like we wanna make significant investments in these businesses. And a lot of times those investments are in people, whether it's engineers, salespeople, whatever it is that we would put below gross profit. And that's only fair. And we don't wanna be in a situation where the sellers we're saying, the seller, Hey, we need to go hire five engineers.

Ryan Gable: It's gonna cost $500,000. And they're thinking that's gonna hit EBITDA by [00:41:30] $500,000. We try to make it, and there's exceptions to that, but in general it's a gross profit based earn. Sometimes if there's big customer concentration or something, it's hey, retaining the top, the top customer for these five years or growing that revenue.

Ryan Gable: But the general answer would be gross profit growth.

Kison: Fair enough.

Ryan Gable: In

Kison: terms of nurturing these relationships. You mentioned meeting people in person whenever you can, like a big thing, have to be in town. Is there anything else that you're doing to really build that trust? I like to take people off for drinks.

Kison: Yeah, I feel like alcohol kinda. [00:42:00] That usually helps see a little other more personal side. What else? There's always comparing notes. Yeah. I, you guys grab calling and just trade some notes.

Ryan Gable: A big part with us is having them come out and visit our companies. It's the same point as yours, spending time with people.

Ryan Gable: But it's one thing to hear our story, it's one thing to read Bob Chapman's book. Everybody Matters. It's one thing to look at the website and read about truly human leadership and our people centric culture and our long term success, but those are all words and those are all conversations from someone who's [00:42:30] clearly does have an ulterior motive of convincing.

Ryan Gable: You should partner with us. This could be when we still think, Hey, you're not gonna be ready to sell for five more years. If we are really interested in someone's business and want to build that trust and partnership, we'll say, Hey, come on out to Iowa and visit some of our manufacturing facilities, or come down to Atlanta and visit our headquarters and meet our people and see for yourself that what we talk about is real.

Ryan Gable: This

Kison: is like our sales cycle. It's this is equivalent of doing a product demo.

Ryan Gable: Yeah, you're like somewhat related. We also offer up [00:43:00] them to talk to any of the companies, the previous owners that have sold to us, the existing leadership teams, the equivalent of customer calls and customer checks. But we are an open book and we share our financials with anyone, whether they're good or bad.

Ryan Gable: At that point, our view is people selling their business to us should do as much diligence on us as we're doing on them. Because when you say to someone, I wanna partner with you, I wanna buy your company, and by the way, your entire leadership team, I hope they're [00:43:30] with us for the rest of their career.

Ryan Gable: That's powerful. And it can be scary too. It's not like traditional private equity. Hey, we're gonna do this transaction. It's gonna be successful. Hopefully four or five years we'll sell, we'll make three, four times our money. Everybody will be happy. 'cause they make a lot of money. People can do something for four or five years for monetary motivations.

Ryan Gable: If you're talking about partnering with a company for 10, 20 years, you need to have that relationship and you need to have that trust because, I dunno about you, but I don't wanna be miserable for 10, 20 years. I agree thing. Even if I make a lot of money, that's not a good trade [00:44:00] off for being miserable or having a, it's a bad marriage.

Ryan Gable: Maybe it's.

Kison: So I do like that approach a lot. It's like, here's your business case for doing a deal and you're validating it and just getting certainty. Yeah. Having those interactions and and so forth. What are some of the key mistakes first time buyers make when executing M&A deals? I would say,

Ryan Gable: and it still happens 20 years in for us, is getting too emotionally attached to a deal.

Ryan Gable: Really? You don't come off emotion. I know. I need to come off more emotion. [00:44:30] Of course it still happens. That's a

Kison: bad joke of people in private equity. I don't take any offense. I want people messaging me.

Ryan Gable: I've been made fun of my robotic monotone voice my whole life, and even when I try to fluctuate, it still comes off that way.

Ryan Gable: So you number a hundred of the people that commented on that. That's all right.

Kison: There's people, plenty of people actually go to sleep listening this podcast for

Ryan Gable: my

Kison: mono voice. So this episode, well, maybe I can, maybe we can help. This is the deep sleep episode right here. Maybe you're gonna get your REF.

Ryan Gable: Yeah, I'll say in a little bit of our model too. I made a. Joke a little bit earlier about how Bob Chapman would [00:45:00] say we, Kyle and I would go home crying to our wives the first two years 'cause we hadn't done a deal. One of the biggest benefits of that model in the long-term model is there was never pressure to do a deal.

Ryan Gable: There was actually more pressure to not do a bad deal than there was to do a deal. And how that relates to your question about mistakes people make, especially early on, is just that pressure. Whe whether they have it, whether they have the monetary pressure to do a deal, like some traditional [00:45:30] private equity.

Ryan Gable: You raise that fund and the clock starts. You buy that company, the clock starts and it starts for logical reasons. But that's just the case, especially in our model. When you've got a relationship formed with someone, it's not just a financial transaction. Then you get into diligence and something pops up.

Ryan Gable: Obviously something negative pops up in this situation, there's just, it's just human nature. You got a relationship, you want to do this deal. It's often very easy just to overlook as, oh, it's one or two things. Out of [00:46:00] 10 deal's still gonna be fine, everything's gonna work out. And that's probably the biggest mistake some people make.

Ryan Gable: Early on, it's been very rare that we back out of a deal or change terms or anything like that. If something material happens that changes the prospects of a transaction, you should do something about it now. You should be fair. You should explain to the seller, Hey, this is what we found, still want to do the transaction, that that's a great situation where maybe some of the proceeds go to an earnout or something like that.

Ryan Gable: But back to the original question, I just think it's [00:46:30] very easy to get emotionally attached and therefore just have blinders on and want to go full speed ahead regardless of what the red flags and stuff. Yeah, what the red flags are. I think like

Kison: right now, we're still a small company, kinda revenue, 15 people, but I'm so eager to do a deal.

Kison: Yeah. Like I especially doing all these podcasts, which is natural. I know. And then you get friends. I'm fortunate to have good friends and they're like. A mix of just trying to cue me to pump my brakes or just getting ready to give me that quick slap across to get some sense. And it's really think this [00:47:00] through, which I'm fortunate for, but it's tough because I get it what you mean.

Kison: I feel like a different way of thinking of it versus emotionally attached. I, it's what it is. I feel like there's like eagerness to do deal, right? There's like just deal fever, but then I have the same thing, like I just got, clearly there's some bad misfit with management. That's not a good thing. Yeah.

Ryan Gable: And to that point, you said what's the biggest mistake? I'll maybe say a second mistake too, is underestimating the importance of culture and people, so many people, including myself in this industry, come from [00:47:30] a very financial data centric background. And they say, oh, it looks great in Excel, which you can make anything look great in Excel, but when it actually comes to executing that strategy with the leadership team, all of our deals have failed or succeeded because of people.

Ryan Gable: I mean, yes, there could be industry dynamics. Yes, there can be product failed or whatever. It all comes down to people, and this is not just coming from the people-centric culture side. Everything comes down to leadership and people. You can have the best plan in the world if you [00:48:00] don't have the people to execute that plan.

Ryan Gable: It's not gonna succeed if you've got an okay plan, but have great people. I would rather have that so underestimating or not, or even not even paying that much attention to the people and leadership aspect of things is a big mistake too.

Kison: Yeah. You're making it hard for me, man. It's not helping me. Sorry. I definitely gotta touch on integration and operational improvements, post acquisition, you know, is there a different view?

Kison: 'cause I know I had a great conversation with Bob and Kyle about the broader organization, the big emphasis [00:48:30] on culture and how they just use that as a strategy that when they buy an organization, they're gonna change their culture. That's their full on intention. Yeah. Is there a different view on how you integrate companies within Foresight?

Ryan Gable: I'd say that's very similar. We have a an M&A and an integration playbook, as we call it. And in our view, it's more of a menu approach during diligence, yes, there's clearly maybe two or three areas that we think a company could improve upon. We open up a kimono completely [00:49:00] on either the foresight companies or even a little bit of Barry Waymiller, and they might pick or choose two or three things that they think could help them.

Ryan Gable: And then we really get together and say, Hey, of this menu of 15, 20 things, we think it's these two or three. You think it's these two or three? Maybe a couple overlap. That's the case. It's obvious, but then we have a discussion. What we don't, my view on integration early on is less is more. Because we learned very early on that when you start a partnership with everybody, everybody's excited, everybody wants to impress both on the foresight side and the company side.

Ryan Gable: And so they took on too much. [00:49:30] Maybe they take on six initiatives for the first year 'cause you've got this kickoff meeting, everybody's excited and then they go back to work and. A month in, they're like, wow, this is a lot of work and they can't execute on them and either things fall off or things take twice as long as you thought they would.

Ryan Gable: We have very much a less is more approach of, Hey, if we think we should take on these six things, maybe let's just take on three or four and resource them properly and make sure they're successful, especially with our long-term approach. If it takes us two years to [00:50:00] accomplish number five and six, that's fine.

Ryan Gable: Let's just make sure number three and four accomplish in the first year.

Kison: Yeah, you wanna set a good cadence for achieving these milestones versus screwing that up in the beginning and then it just not a good relationship. So that makes sense. So really similar following it again, would reference and encourage folks to listen to the podcast interview that talks more about the culture and that integration approach with Bob and Kyle Chapman.

Kison: We talked about leverage earlier and that you tend to be more conservative, two to three x, and [00:50:30] definitely a lot of folks go a lot higher than that. Does that impact, like the types of deal you pursue broadly, like withstanding economic cycles? Like how do you see that factor in

Ryan Gable: the types of deals we do know, and the reason is we model everything out and look at everything on unlevered returns.

Ryan Gable: So whenever we look at a business is, hey, what can we grow it to with all equity financed, and then we back into what's the appropriate valuation to pay. So back to the tech sector or something, [00:51:00] could we pay 20 times EBITDA for something with no leverage? Probably not. But that's not where, probably where we're not in the high tech sector.

Ryan Gable: That'd be revenues, by the way. Yeah, sorry. Revenues even more so. Yeah. But the last part of that question, nobody hopes a recession happens or a downturn happens just given the impact that it can have on economies, countries, people, and that stuff. But we have found, given our model that when there's some disruption, whether it's a recession or capital markets come down, [00:51:30] it's weird, but.

Ryan Gable: Activity for us picks up. A perfect example of this is COVID. COVID was two or three years long and it ended up being a boom for capital markets. 'cause interest rates went almost to zero. But that, remember those first six months of COVID, call it March through September of 2020, nobody knew what was happening.

Ryan Gable: Mm-hmm. Markets crashed initially and M&A completely dried up. We did six deals in those six months. What happened, at least this is my theory of what happened, I've never gone back and confirmed this with the sellers, is all six of those were companies [00:52:00] that we had been talking to for years. All six of those were companies that were experiencing that boom of five, 10 years before COVID.

Ryan Gable: That was a pretty strong economic time for most industries and companies. And then COVID happened and a lot of these business owners said, I dunno if this is gonna last six months or six years, I don't know what the outcome's gonna be for my company. I'm gonna call Forsyth. And they did. And yeah, some of our companies had a little pickup down, like all did.

Ryan Gable: Now they ended up coming back. Given what the broader economy did, in most [00:52:30] sectors, at least capital equipment was a beneficiary. But in all those instances, we said, yes, we're still interested. Yes, we don't know what's gonna happen over the next one or two years with COVID either. But you know, honestly, we don't care.

Ryan Gable: We're in this for the next 10 or 20 years. We did six acquisitions in six months where the rest of the market was pretty slow, given the uncertainty. And we did that because we still believed in the long term aspects of our platform. Companies that were acquiring the A, these add-ons better in them too.

Ryan Gable: And we got them fully debt financed by our lending [00:53:00] partners because they trusted us. And we were still two, three times levered, not four or five, six or whatever it was. And all six of those ended up being great acquisitions for us and are still with us today and continue to grow.

Kison: It's so interesting that you don't model the debt on, it's all off of equity.

Ryan Gable: Yep.

Kison: And you still, you. Use that to get your target IRRI feel like everybody would just put the debt in there so you could say, Hey, we can do more deals.

Ryan Gable: Yeah. I'm not saying it's the right way, it's just back to the conservative approach we take, it's, Hey, you guys

Kison: have some true Midwesterners over there [00:53:30] in St.

Kison: Louis. We are.

Ryan Gable: This is just boring, simple Midwesterners.

Kison: It's coming back with some good returns 'cause I wanna give you my money. Yeah.

Ryan Gable: And also you mentioned earlier about Fair Wayer being the sole funding source we have considered potentially looking at other parties, it'd probably be like-minded, high net worth families and we actually talked to a couple placement agent guys just to say, Hey, here's our model.

Ryan Gable: And they said 18% is not top top decile. But if you look at it in a risk adjusted basis, probably top decile. Top quartile. 'cause our [00:54:00] companies are so low levered. Once again, back to the conservative nature of bare Waymo's model, I'll take 18% returns all day and sleep well at night and push 'em for 25% returns and bus covenants and have to hand the keys over to company to to the lenders any day.

Kison: That's so true. It's interesting too, if you look at those public pension fund like Caliper that post all their data, a lot of funds don't make 15 is like really good.

Ryan Gable: Yeah. There's so many of them performing below that. A lot of them, we've been very fortunate to have some great companies and great teams so far, but [00:54:30] it's getting harder.

Ryan Gable: I'll say that

Kison: somebody has some good fun data. Reach out to me. I'm curious to work on some content around there.

Ryan Gable: Yeah, there's a lot of data out there and as you can imagine, people can cut it any way they like, but

Kison: it's the good stuff's behind a firewall only. Why don't you pay $50,000 for it? Yeah, that's true.

Kison: I feel like somebody could sit there and compile from all these public sources and make it pretty good. Right. Where do you see the M&A market heading in the next five years? What are the trends shaping being how investors approach acquisitions?

Ryan Gable: I know we're a little bit of a M&A lull right now, just given some of the uncertainty it's gonna be [00:55:00] absent a major recession.

Ryan Gable: I don't think this law's gonna last long and I would expect it to bounce back pretty quickly. There is just so much money out. There's chasing fewer and fewer good companies. As I said, I think it's gonna take a massive economic downturn to change that in the medium or long term.

Kison: So near term

Ryan Gable: I'm with

Kison: you.

Kison: We had a lot of things happen thanks to our administration here. Yeah. But it's stead. That's what I anticipated. Dust will settle and then, 'cause a lot of these I've seen, companies are just ready to go on market. They're just waiting. 'cause they're [00:55:30] want a new, big regulatory change. But if we go out even five years out, 'cause right now we're working on a deal, start working with someone like you.

Kison: I work on this five year journey together. At the minimum. What do we see happening then? Because you got a strong point that there's so much capital. I got in this industry early two thousands and even in PE was on this pedestal. You went there and tried to kiss the ring and just Right. Get in front of him.

Kison: And now it's just like everybody's got a cousin in private equity that's hunting for deals. And then [00:56:00] there's so many now we saw the explosion with the private credit. You know, now we're getting retail. All these big firms are getting into retail and it's just putting more capital into these private equity platforms.

Kison: What do you think that's gonna do to, are you gonna just see these valuations keep going up? We always, like I referenced, maybe your business will start trading like the tech revenue multipliers. That'd be

Ryan Gable: nice. Boring old capital equipment companies. I'd love to those, to trade it 15 times. First off, I think return expectations and actual returns will come down gradually just [00:56:30] given the insane prices that are being paid.

Ryan Gable: Yeah. Now I've been saying that for five years and the prices keep going up, though I could easily be wrong. You pointed out 10, 15 years ago, good private equity returns were in the low twenties. Now they're, as you just said, probably mid to high teens and well, they come down to the low double digits. I doubt that.

Ryan Gable: I mean, I think the mid to high teens is still probably expectations in this overall industry for the reasons we just talked about. I just think overall returns both on the actual side and the expectations will naturally come down just because

Kison: price is being paid. That's a good [00:57:00] takeaway. You're kind of right.

Kison: You can explode value up to a certain point, but it, there's gotta be a return because of that expectation of those returns have to come down. What's the craziest thing you've seen in MA?

Ryan Gable: I'll maybe poke fun at it myself a little bit back to those early years. I don't know if it's crazy, but just like the extent of what people will do to get deals done.

Ryan Gable: There's a good story on foresight. Kyle was covering one and I was covering one. There were these two companies that both of us identified early on I, Hey, this would be good for our model. And he [00:57:30] chased one and I chased one. And we met with the owners probably at least 10 times each. Every time we'd come up with the, our latest and greatest proposal for you, you talk about trying to be a pushy and trying to convince someone that's how we were.

Ryan Gable: We never ended up buying those companies and maybe that's why not. And even one of 'em ended up coming to market and then we passed on it 'cause we had had gone elsewhere. But just when starting up a company, and you probably feel this way too with looking for your first acquisition, but just the extent and just craziness [00:58:00] of, hey, they want to talk to us again.

Ryan Gable: You refresh that presentation, do it again. Do it. I mean it's, it's an ongoing joke. Across Forsyth of Kyle Me's early days and just, I wouldn't say how desperate we were, but just how hard we were trying to make a few deals happen, but that ended up not happening and we look, in hindsight, it's probably a good thing that, that they didn't,

Kison: it's kinda wild.

Kison: Well it is like the chase, but it's almost, I don't know why I keep always referencing like marriage and dating. It's like an element of playing hard to get and a little that Yeah. Banter back and forth to,

Ryan Gable: we weren't playing hard to get, we were [00:58:30] easy to get, but they just didn't want us. Well, if you're trying too hard then you're being the creepy guy at the bar.

Ryan Gable: Right? And and and we were the creepy guys at the bar that just kept going at it and kept getting turned away. Yes. It makes for a good story and fun. Making fun of each other around the office. I got great game. You had a great story to tell. Yeah, you got ways to validate it. First off, this has been a great conversation.

Ryan Gable: Really appreciate the invite and I do encourage everybody. If you listen to this one, definitely listen to the Barry Waymiller one with Bob and Kyle because Foresight's been successful. It's been the most fun and rewarding I've had in my career, and even [00:59:00] from a personal side too, working with great friends and great people.

Ryan Gable: But it all starts with Barry Waymiller and what Bob has created and what Kyle's now bringing to the next level and the next generation. The key is relationship and partnership and trust, and when you have that backing, it's a lot easier to go out and do what foresight does, make it look easy, but it's just 'cause it's real simple.

Ryan Gable: Just do the right thing. Yeah. It's really simple to say that sometimes in life it's harder to do that, but with business and with partnerships, I like to think that we usually do the right [00:59:30] thing and because of that, it's a big reason of our success.

Kison: That's the culture that drives success. This has been great, Ryan.

Kison: I appreciate you taking the time to have this conversation. Anybody still listening to this? My fellow MA scientist. Thank you. I really appreciate it. I always welcome feedback on these podcasts. Connect with me on LinkedIn. I'll take the criticism. Sure. Trying to get better at doing this topic. Ideas are always fun.

Kison: There's stuff I haven't covered yet. Love to get those topic ideas. So next time, here's to the deal.[01:00:00]

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 [01:00:30] 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 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.[01:01:00]

Kison: Here's to the deal.

Kison: Views and 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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