The PR mergers and acquisitions market continues to heat up, with a string of recent transactions involving small to-mid-cap size firms. In this article, PR M&A expert Rick Gould, CPA, J.D., managing partner of Gould+Partners, shares some of his best practices and tips for both PR agency owners who are eager to sell as well as those owners who are considering selling down the road. Gould is an industry commentator and a regular speaker at the PRSA Counselors Academy Spring Conference and other PR related events. He’s been a guest speaker at the annual PR Boutiques International conference and has consulted with a number of our members.Rick Gould Book Cover

Buyers Ask, ‘What Are We Buying?’ 

By Rick Gould, CPA, J.D.

Acquisitions by major buyers today are not just to build the top line. Acquisitions are strategic for acquiring quality staff, prestige clients, the location of the seller prospect’s office, or a unique specialty. Buyers will look at many aspects of the seller prospect profile.

The Brand 

Buyers will ask questions about the brand, including the following:

  • Is it an established agency?
  • What is their reputation in local, regional, and national markets?
  • Do the owners have a brand name? Are they known as thought leaders and/or experts in their fields?
  • Is their office in a desirable location, whether a big city or the suburbs?
  • Are the owners active in the community?
  • Does the firm belong to a trade organization like the PR Council or the Counselors Academy?
  • Does the firm belong to a global network such as Worldcom Public Relations Group, PR Boutiques International (PRBI), Public Relations Organization International (PROI), IPREX, Public Relations Global Network (PRGN), International Public Relations Network (IPRN), Public Relations Network (PRN), and other global organizations

The People 

Buyers will inquire about the organization’s management and staff, asking questions such as the following:

  • What are the talents of the firm’s leadership? Will it be open to being acquired?
  • What are the intentions of the critical second tier of management? Will the managers be excited about a larger firm with more capabilities, technology, and depth?
  • Who are the new-business rainmakers?
  • Are there incentive plans in place?
  • How billable are staff members at all levels?

The Clients 

Prospective buyers will want to do a full review of the seller’s clients, inquiring about the following:

  • What projects are currently under way?
  • What are the net revenues by clients for the past three full years?
  • What are the projected revenues for the current year?
  • What is the firm’s retainer history? How long has each client been with the firm?
  • What clients were lost and why (i.e., acquired, merged, took business in-house)?
  • Who is handling each client?
  • How strong is the succession plan?

Strengths/Weaknesses of the Seller Firm 

Potential buyers will consider the positives and negatives of acquiring the firm and will ask the following:

  • What are some organizational gaps that need to be filled (i.e., social media, digital)?
  • What is the status of the organization in terms of ages of principals, billing rates, infrastructure, and so forth?
  • How willing is the current CEO to cease being the boss and allow the buyer to implement buyer practices, systems, and policies?
  • How sophisticated is the seller’s business plan/strategic plan, marketing plan, and succession plan? Do these plans exist?

Marketplace Factors

When contemplating the purchase of a firm, a buyer will carefully consider the marketplace, likely inquiring about the following:

  • What is the competition in the current marketplace?
  • What is the firm’s rank in the city and region and by specialty?
  • How is the pool of talent in the current market?

Expectations 

Establishing expectations for both buyers and sellers in M&A transactions is imperative for success. Buyers will not ask the seller directly what he or she believes the firm is worth but hope that the seller discusses this with a savvy M&A adviser. Ideally, buyer and seller should have similar valuations in mind, from the get-go, in order to avoid a situation in which a discrepancy in expectations emerges after substantial time and dollar investment has been incurred.

Before moving forward with a sale, buyers also want to learn about seller expectations and desires. To gather information, buyers will ask:

  • What is the seller’s expectation in terms of position and title?
  • How attached is the seller to the name of the firm?

All parties involved hope the process will be uncomplicated; it can be with the right planning and execution.

 

This is an excerpt from Doing It The Right Way: 13 Crucial Steps For A Successful PR Agency Merger or Acquisition,” by Rick Gould, CPA, J.D., managing partner of Gould+Partners. He can be reached at rick@gould-partners.com and/or 212-896-1909.