The recent sale of Alltel Corp. -- the latest large company to surrender to the charms of private equity -- was briefly accompanied by cries of protest at how the sale process was handled. Had the seller abbreviated its own auction to embrace an offer too attractive and fleeting to let slide by? Had the winning cabal of PE buyers decreed that its proposal, if spurned or delayed, would not be extended a second time? Would anyone really believe that? In the event, discretion quickly silenced those complaining, so only the principals can know for sure how things played out. However, there is one thing the rest of us do know: Alltel's speedy sale is proof once again that you've only got a deal when the ink on the paper is dry.
In "Glengarry Glen Ross," Blake (played with malevolent zeal by Alec Baldwin in the film version) pounds into his desperate salesmen this message: "A-B-C. A-Always B-Be C-Closing. Always be closing, always be closing." As dealmakers, we aren't so far removed from this reality. We may not be cold-calling real estate leads with a new Cadillac or a pink slip hanging in the balance. We may not be feeling the cold sweat of despair as we endure the brushoff of one prospective sale after another (or we may feel exactly like this, if we're trying to do strategic deals in a market hotly contested by private equity). We do, however, know that nothing is going to get done if we don't ask for the sale.
What does it look like to "always be closing" in dealmaking? It's not letting any of those necessary-but-tortuous deal processes slow things down any more than absolutely necessary. It's making a mad dash for the finish line once price and key terms have been agreed to. It's locking the lawyers and the principals in a conference room for two days to get the documents hammered out. Because, to quote Blake again, there's "only one thing counts in this world: get them to sign on the line that is dotted."
What's the rush, you ask? Why not take all the time we need to get things just so? Because time is the enemy of our deals. If we're not "always closing," if we dither too long, fret too hard, or just let time do its nefarious work, we will, more often than not, be left with nothing.
Some years ago, I was summoned out of the conference room where I was negotiating the very last bits and pieces of a large acquisition. We expected to sign the next morning, the culmination of a tedious process in which the other side had dragged out the negotiation of the definitive docs for some six weeks after price and terms had been reached. Sadly, that very week the doors of the capital markets began slamming shut, and stocks in our industry started to run red in anticipation of reduced access to cash (the precursor, as it turned out, of far worse developments). The call I took in the hallway? The board had axed the deal, and I had to go back into the room and break this bad news to my counterparties. In the weeks that followed those poor souls watched the asset they could have sold just under the wire plummet in value by several hundred million dollars.
But hadn't time -- our counterparty's enemy -- worked in my favor on this occasion? Sure, but fate could just as easily have swung the other way. Me, I'd rather save the dice rolling for Vegas.
Diligence and analysis must be done, but far too often they bog us down in work that won't move the needle either way. For those of us on the strategic side, the need to involve many different functional groups means painstaking oversight of the diligence. To replicate the speed with which our private equity friends can move, we need to provide clear leadership to our team: If your line of inquiry isn't going to materially impact value, it's got to be cut off.
As for the lawyers: What any deal needs is a good document, not a perfect one -- which will take until approximately forever to get done. Because once you know you want to do the deal, the ink has to get on the line that is dotted, and pronto. - Josh King
Josh King works in business development for Clearwire Corp. in Kirkland, Wash. You'll find more of his writing on his blog at corporatetool.blogspot.com.
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