A Private Equity Blog

A vignette into the aberrant thoughts of a private equiteer

The aftershock of hard negotiations

They say the best salespeople can sell just about anything to anyone: ice to the Eskimos, sun to the Saudis and fire to the Devil. They do this by understanding behaviour, analysing motives and focusing on what matters at the time (which may not be what matters in the long term).

shock

In private equity, we make investments in businesses worth many millions of dollars. The need for negotiation is therefore implicit. But, we don’t just negotiate price, we negotiate terms, contracts, and many other things, which in aggregate, constitute the deal.

I suspect a salesman who can sell ice to Eskimo can also sell a 3x multiple and aggressive anti-compete terms to a founder. But unlike the Eskimo, whom you’ll likely never see again, you may have to work with the founder for many years to come.

If you create resentment now, your great multiple of 3x EBITDA may look like 9x EBITDA in six months when earnings tank due to managerial revolt. You may get comfort from the fact the founder is still invested and wouldn’t want to sacrifice his/her own wealth, but then you’d be ignoring human irrationality and the utopic feeling that comes from revenge.

So what’s my point? I think it’s important to play it fair with founders and managers for the sake of the future. While significant value can be created by a great entry price, significant value can be lost thereafter. I’m not suggesting that you capitulate to founders’ demands, but I suggest we all practice a little foresight. Nothing can beat the power of a fully-aligned, determined and resourceful team (of investors and investees), even a low entry price.

  • Great point about the real art being predictive ability and structure. Coming into PE, I thought it was all about strategic value-add... as if a PE team could invest in any business and be successful due to superior business acumen. Quickly I realises how important structure is, especially if the investment turns. I also came to learn that past performance often does have a bearing on the future.
  • Shibumi
    My take on PE negotiations is that this win/lose type outcome should be avoided as discussed, and perhaps having the old good cop bad cop routine works, where the good cop ends up on the board and the bad cop bows out after negotiations.

    ...but the real art of negotiation IMHO resides in
    A:) understanding the value play better than the antagonist. The sale of ice is easy - take the product for X benefits. Tilt the cost / benft analysis and you're there.
    The sale of most ideas and structures and terms in PE require a huge degree of judgement about the outcome of highly subjective infinite scenarios (investment predicitions) and their impacts on terminal value. More like "take the ice and in future if the consumer in america continues to guzzle oil and avoids hybrid and diesel derivatives then the prevailing trade winds could yield a warmer environment and assuming no shift from igloo's to brick built houses over this peirod this ice could be of use....etc". (breathe)
    The better understading of value and the leverage of structures provides a win in future - at the end of the deal rather than the outset.

    B:) Knowing how you can practically enforce rights and knowing who you can pragmatically influence to sway outcomes during a deal by winning friends, influencing people and being sneaky, to gain your own ends at the same time as others are seeking to gain their ends. Messy stuff, but legals and enforcement thereof are often messier.

    Viewed in this light the real art of negotiation is then superior investment calls (predictive ability) and applied maths (for structuring), and being effective in 'people persuasion' enivronments. You can "win" without the other guy even really being aware that he has lost, just a vague sense of disquiete as to why his yacht is smaller than yours....which he will write off to luck by virtue of his lack of understanding of complex structuring, long range scenario forecasting and people dynamics. Lower IQ and lower EQ blames fate...
    Ciao
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