May 14, 2024 • 31 mins
Welcome to the "Show Me The Way" podcast with David Seitter
In this episode of “Show Me The Way,” Dave sits down with David Churchman, CFO at Midland Industries, to learn from David’s vast experience in mergers and acquisitions (M&A) from multiple perspectives: as a CPA, CFO, and consultant. They delve into strategic preparation of businesses for sale, the importance of understanding the financial intricacies of M&A, and the distinction between strategic and financial buyers.
Ep. 45 — Unveiling M&A Strategies with David ChurchmanIn the world of business, mergers and acquisitions (M&A) serve as pivotal moments that can shape the course of companies and industries alike. Understanding the complexities and strategies involved in M&A is crucial for any business looking to grow or transition. David Churchman shared invaluable insights based on his extensive experience in M&A, offering a unique perspective on preparing businesses for sale and successful acquisitions.
Preparing Your Business for Sale: A Dual ApproachDavid stresses the importance of preparing your business always as if you're going to sell it, but also approaching it as if you're going to buy it yourself. This dual perspective challenges business owners to evaluate their operations, financials, and strategies from both sides of the transaction. By viewing the business through the lens of a potential buyer, owners can identify strengths and areas for improvement that may enhance its marketability.
Dealing with Deal Fatigue and UncertaintyOne of the challenges inherent in the M&A process is deal fatigue, which David acknowledges as a real and persistent issue. As the transaction progresses, the volume and complexity of questions multiply, requiring thorough and consistent responses. Managing deal fatigue necessitates effective communication, strategic breaks to re-energize, and a proactive approach to address repetitive inquiries.
The Day After: Embracing Change and LeadershipDavid emphasizes the significance of acknowledging the post-acquisition landscape, where the dynamics and expectations shift significantly for all involved parties. For acquiring companies, adapting to the new realities within the acquired business and supporting employees through uncertainty are critical tasks. On the flip side, selling companies must navigate through the aftermath of the deal, managing expectations and leading effectively through the transition.
To reach out to Dave for advice or consultation, please visit www.davidseitter.com or email him at dseitter@spencerfane.com
Disclosure
This podcast is provided for educational purposes. It does not constitute legal advice and is not intended to establish an attorney-client relationship. The recommendations contained in this podcast are not necessarily appropriate for every individual or business. In determining the best course of action, business owners should consult with an attorney on their distinct circumstances.
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Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
Dave (00:00):
Show me the way, episode 45, the ins and outs of MNA from CPA to CFO to CPA.
Ladies and gentlemen, you're going tobe excited with this podcast because
we're going to talk about the picklejar, which I don't think I've talked to
any of you before in a conversation thatI had recently with David Churchman.
(00:21):
He's going to come up with, Ithink a brilliant quote that
I'm going to commit to memory.
I'm going to have to probably pay hima licensing fee, but that is to prepare
your business always for sale, butalso think in terms of preparing your
business as if you're going to buy it.
Some great insights from a guywho's been in house as a C suite
(00:42):
member outside as a professional,and then back in the C suite.
So he has got a lot of.
Varied experiences thattranscend just being a CPA.
I think you're going to enjoy it.
Stay tuned.
Welcome
(01:09):
to show me the way a podcastpresented by Spencer Fane, LLP
about business succession planning,the merger and acquisition
experience and successful exits.
I am your host, Dave Sider.
Joining me on today'sshow is David Churchman.
Now I got to know Dave a long time ago.
When he worked for a rather significantentrepreneur in the state of Kansas,
(01:32):
and I've followed him since then,he's set up his own company, which
he'll tell us a little bit about,and as well has gone in house.
Recently with a, or I should sayin the last few years as a CFO in
a company that he recently sold.
So Dave has a very unique background,which is going to lend a lot of valuable
(01:52):
information for all the listeners.
Dave is going to share his observationsin regard primarily to operating
businesses and acquisitions.
Dave, welcome to the show.
Welcome.
Thank you, Dave.
David Churchman (02:05):
I
Dave (02:05):
appreciate you having me on and you are welcome.
I'm looking forward to this, but giveus a little flavor of your background.
I always like to start with,where were you born and raised?
Cause it allows people to connect with you
David Churchman (02:17):
that way.
Yeah, I'm a Kansas city guy.
I was born here and I'velived here my whole life.
Other than going away to collegeto Mizzou, that's about the
only time I've ever left townfor an extended period of time.
Traveled extensively for,for business, but this, this
Kansas City is where I'm from.
Dave (02:35):
And so when you were, got out of school, you passed CPA
exam, where'd you go to work?
David Churchman (02:40):
So when I got out of Mizzou, I went to work
at Touche Ross, which shortlythereafter became Deloitte Touche.
So my first real experience on the insidewas I was working at a CPA firm for As a
manager, when we merged to the big eighton their way to becoming the big four,
Dave (02:56):
that was a couple of days ago.
Then after that, you jumped ship andwent in house somewhere, as I recall.
David Churchman (03:03):
Yeah, I actually left and went to a great company gear for sports.
Yep.
Gear for sports was aphenomenal experience for me.
We were.
We were growing at over 20 percentannually for many, many years, had a
great entrepreneur and businessman andBob Wolf, who was the owner and founder
(03:23):
of the company and just a tremendousexperience on how to be everything.
Uh, a great business would want to be,
Dave (03:30):
and what, what was your role there?
CFO?
I take it.
I actually
David Churchman (03:33):
started as the controller.
Uh, okay.
And then became VP of finance and thenVP of corporate development, which was
all opportunities to grow the business.
And, and I ended up running one of ourdivisions at about the time that we
sold to a private equity group out of.
Chicago, New York.
So through my 10 years there, I did a lotof different things, had an opportunity
(03:58):
to do many, many exciting things.
But one of the big things was whenwe sold to a private equity group
and the transaction was reallyspectacular for, for everybody.
Dave (04:08):
So share with people, because there's, there's,
I think a lot of confusion.
Being a comptroller is not the sameas a CFO, which is not the same
as a vice president of finance.
Would that be fair?
It is not
David Churchman (04:21):
in that company or, you know, as we grew to well
over 200 million in revenues, there,there was a lot of different things
going on with the rapid growth.
There was a lot of things that peoplehad to do that were multitasking.
So through the four differentpositions that I held there, it was
really interesting that how I endedup running one of the divisions.
(04:43):
That was sold to the entrepreneur ofthe year in Kansas, Gene Bicknell, who's
one of his many companies and endedup becoming the CFO at that company.
And then eventually theCEO of that company.
Dave (04:57):
And from there, you jetted on, I think, to your company.
Is that right?
Or did I miss anything in the steps here?
And
David Churchman (05:03):
then, and, you know, after, after a period of
time with Gene, I actually endedup starting my own business.
And had my own consultingbusiness for 10 years.
It would go on to be the interimCEO, executive, wear a lot of
hats, work with turnarounds,restructurings, preparing companies
for sale, helping companies merge,helping companies make acquisitions.
(05:26):
So it was a, it was a great 10 years.
Dave (05:29):
And then subsequent to that, you joined yet another company.
I mean, you, you, you have got a greatjourney here that you've been on.
David Churchman (05:38):
Yeah.
Actually one of, one of myclients had done a couple of
different projects for them.
Actually, it was approachedto be purchased by yet
another private equity group.
And I helped them prepare and go throughthe process of selling their company.
So I did that for about eight months,helping them prepare, do all the
things you need to do from a financialspresentation, understanding, you
(06:02):
know, the goods and, and the, andthe not so goods of a business.
And as you prepare to sell.
There's thousands of questions.
They're not all relevant,but they're all asked.
And so you have to go through the process.
At the end of that, the, the company, theprivate equity group that was acquiring
Midland Metals, Midland Industry,asked me to come on and be their CFO.
(06:24):
They said, we're making a bunchof acquisitions and we're going
to do a lot of exciting things.
And, and so I, I went back in houseafter 10 years of having my own
consulting practice as their CFO.
Dave (06:35):
So this guy, as you can see, has had a lot of experience.
Let's break it down a little bit asan outside CPA, when you are helping
clients get their business ready tosell, what do you have kind of a step
or an outline you take them through?
Yeah.
Has,
David Churchman (06:51):
you know, from the outside, it's always, it's always.
Interesting, because you don't, youdon't see everything on the surface,
but yet the surface is where all thepotential acquirers are going to start.
So when you start on the surface and startdigging down underneath to see what's
really there, the approach is diggingthrough really the financials, because
(07:13):
that's where all the acquiring companiesstart, if they're private equity groups.
Some strategics will start in a differentspot, but financial acquirers start there
Dave (07:23):
and they may end there.
My experience,
David Churchman (07:26):
it doesn't matter how much you love your company.
It matters how much they loveyour numbers on that situation.
Dave (07:36):
Okay.
Ladies and gentlemen, thatis quotable right there.
That, that is the insightthat everyone needs to know.
David Churchman (07:42):
But yeah, so we, we start breaking it down and obviously.
The opportunity to grow and to be moreprofitable and to do things differently
is, is one of the exciting things aboutlooking at a company for, for acquisition,
whether you're acquiring or whether you'reselling, that's part of the process.
And so over the 10 years with, with myown practice, that was the one thing
(08:05):
that I would do when I came in to helpcompanies was look, how are they running?
What is their business model?
How do they make money?
What are the things they do thatare core to their belief system
and core to their, to their profitand how they financially succeed.
Dave (08:21):
And to your points here, help me.
If you can, how do you go about advisingpeople whether they ought to look at a
strategic buyer versus a financial buyer?
David Churchman (08:32):
Boy, that's a, that's a good one.
Strategic buyers are, they're, they'reusually looking for two or three,
maybe four key things that makeit a great strategic acquisition.
Is it a diversification play with product,diversification play with customers?
Are they buying you because you're acompetitor and you, and they want to
(08:55):
remove one more competitor from thestreet, but usually in a strategic
acquisition, the acquiring companybecomes, becomes fairly dominant.
And that's, that's an interestingapproach for, you know, especially
for long term entrepreneurs.
And for management is how, what happensthe day after acquisition becomes a bigger
(09:17):
concern than, than, than a normal day.
Perfect.
Dave (09:21):
So what has been youth in this role now is outside business advisor.
Who is, what is your biggest challenge?
And doing your job.
Cause I, I rattle off three or fourevery time I, I take on this role.
What, what has it been for you?
You know,
David Churchman (09:37):
you know, it's, it's always a little bit different every time,
but the biggest challenge is communicationand being able to communicate externally
versus how you communicate internallyand what that means to the business.
I think one of the challenges that isreally common is what, how do I make
money and if you have a business that's.
(09:58):
That's been successful.
A lot of times people don't break downvery well, how they make money in a
way that's communicated to a financialor a strategic acquiring entity.
Dave (10:09):
That is very insightful, sir.
I pause as I'm thinking about that.
Thank you.
So there are a couple otherthings you said came to your mind.
Do you recall what theywere or what they are?
David Churchman (10:21):
Yeah, I, I.
I think there's a lot of nuance tobusiness and a lot of times when
people have been working at a companyfor many, many years, they miss some
of the nuances, they miss some ofthe things that make them unique.
They take them for granted andto be able to put a spotlight on
those things that are important.
is, is really exciting for them when,when you get to that and preparing them
(10:46):
for that conversation with the outsideworld is, is really something that really
brings a lot of value to the process.
Dave (10:55):
I'm going through that right now.
You know, great company, they've gotsome great ideas and they understand
themselves well, but I refer toit as the pickle jar complex.
That is, you know, I believeevery business or every person
is in their own pickle jar.
You can see their label, butthey can't see their own label.
I mean, you can, it's hard to evaluateyourself from, you know, what it might
(11:17):
look like from a third party comingin and looking at your business.
So you're spot on again.
David Churchman (11:22):
It is hard to evaluate yourself and, and I think that's one
of the, that's one of the benefits ofoutside advisors is somebody who, who's
not looking from the inside of the jar.
They're looking at the outside andthey looked at a lot of jars so
they know how to, how to communicateand look for the differences.
Dave (11:40):
So this next question may not be so much dollars and cents, but just
generally, can you think of any situationwhere you felt you had the greatest
success as a professional helpingsomeone, whatever that might look like?
David Churchman (11:54):
Yeah, I, I think that, and this has been something
that's been repeated, is that theway you do things is, has worked.
But there's always the next step in howdo you take the next step and how do you,
how do you implore change management, manyCEOs and many entrepreneurs don't like
(12:17):
change management that they don't drive.
And I think that's one of themost interesting things is to
help them take that next step.
Whether it's just to grow theirbusiness or to prepare it.
In 12 or 24 and 36 monthsfor an acquisition.
I think that's one ofthe things that's there.
And it is really one of the things Ilearned from here for sports was that
(12:40):
they were really fantastic at that.
Dave (12:43):
You know, I kind of use it by analogy that everybody can figure
out how to get married, but not toomany people can figure out how to.
Stay married.
And that is you haveto evolve, so to speak.
No disrespect to anybody.
But you know, you know, there'stwo different skill sets.
How long do you typically setaside as a timeline to do your
(13:07):
job as an outside professional?
I've asked that many, many times.
Dave, how long is it going totake to close this transaction?
Versus to which I say, typically,Well, I'd like to get you prepared
and let's talk about that.
And there's some things we need to do.
And, you know, then we go tomarket and, you know, such that
I've created kind of a timeline.
(13:28):
What do you see in this?
David Churchman (13:30):
Yeah, actually, one of the biggest successes, Dave
is always taking somebody that's.
Says I'd like to, I'd like to sellthe company in two years or, or three
years, or at least prepared in away and understand what that means.
That's not typical though.
Typical comes back and, Hey, I'vehad somebody that's called me.
(13:50):
And they went my business and they'd liketo close, you know, in the next 90 days.
Dave (13:56):
Yeah, exactly.
, that's a, that's the one we all get.
Yes, sir.
I'm not laughing 'cause it's funny.
It's just too truth.
That's all.
David Churchman (14:05):
It's too true.
Somebody called me, I go, and, andyou typically, and, and you know this
Dave, if you could, if you could have.
Foresight to know that the economy,the market, everything's going to
be good in three or four years.
Well, heck, that'd be fantastic.
That's not, I think that most businessesshould have it in their mindset that
(14:26):
in the next one to three years, thatthat opportunity exists and, and
keep that into their purview of howthey run the business day to day to
day in, in, in the current cycle.
Dave (14:38):
Excellent.
And so you like to, your, your perfectgoal is to stick around after the
fact, as you indicated, help them withthe process of growing the company.
What typically, that's onthe buy side, what typically
happens to you on the sell side?
Is it over and they salute youas you sail off into the sunset?
David Churchman (14:58):
You know, it's interesting.
I went to work forMidland in November of 18.
So it's just been a littleover five years this week.
And it was like, here's the,here's the after acquisition.
We're going to, we're going tomake all these other acquisitions.
We're going to be the platformfor this private equity group.
And we always worked every day on thecycle of we're going to build this company
(15:21):
so that not only can we sell it, we canalso buy it because as management you.
You have to think that way.
You have to think that not onlyI'm the seller, that I'm the buyer.
And so 75 days ago, this companywas sold again and it was a
tremendously successful sale.
I mean, it was fantasticfor every shareholder.
(15:44):
I like to say it was a greatwin for the home team on that.
And the new private equity groupthat's come in, they're trying to
put together their three to fiveyear plan and what they want to do.
So everybody's taking a look atit to see what works for them.
Dave (15:58):
Well, to your point, I, I had one group that I represented.
They were bought in, you know,under the guise of we buy
companies and we hold them.
But most every company that I'veseen with a private equity groups
involved, they're going to sell thebusiness in three to five years because
that's the nature of private equity.
(16:19):
They're only holdingthe money for so long,
David Churchman (16:21):
right?
They, they, most of them have arequirement to take investment and
return and return profits, you know,three, five, seven year cycles.
Okay.
Dave (16:31):
So you've seen some clients have some successes with M& As.
Have you seen any, any of them struggleor situations where frankly the M& A just
didn't work through no fault of their own?
Yeah,
David Churchman (16:43):
absolutely.
I think that there's, there'snoise that What you didn't see
or what you didn't think of.
And that's where a team tends to makea better decision than an individual.
When you're looking at an acquisitionand thinking through the good and
the bad of it, uh, you know, andI like to tell people, nothing's
all good and nothing's all bad.
(17:03):
So if you think it's a perfect acquisitionor a terrible acquisition, you're
probably missing something, right?
So you have to be honest with.
With the analysis of saying, okay, hereare the things that will work well.
Here's the things that we willhave to either spend time or money
on to make it so that it's, it's,it's a successful acquisition.
(17:26):
So I think missing, missinga piece of that is doing it.
I know that.
The diversification plan has been aninteresting one for me, watching people
want to diversify either their productor their, or their customer base, and
if they diversify it beyond what theircurrent knowledge or their current
knowledge of their management team is,I think that's where the struggle is.
(17:49):
Really starts for the things thatdon't work as well as planned.
And in a lot of times when inan acquisition, you're, you're
acquiring a lot of people.
And I think that's one thing thatthe evaluation of the people that
you're acquiring is one of the mostcritical features of anything and,
(18:10):
and really spending time evaluatingthe talent and the skills and, and.
The mentality of that group and knowingwhat's going to happen afterwards, right?
That's where the, that'swhere the challenge comes.
But I think the evaluation of,of the people that are in the
acquisition are really important.
Dave (18:30):
Well, I don't know if it's true for you and what you have seen, but
oftentimes the individuals That got youto the point where the business is being
sold, or not the same individuals aregoing to be carrying the business forward.
And why do you think that is?
I've got my own conclusions.
David Churchman (18:48):
Yeah, I, you know, I, I agree with you, David, more times
than not, the people that got me herewon't get me to that next level, I
think partially is that not everybodyhas the ability to grow a business from
a dollar to 10 people who have goodskillsets and good talents within levels.
(19:08):
So that's always interesting.
But I, but I think the activities that getyou there and the strength of your team,
you know, we're, we're in the midst of.
Football season and high schoolteams can't beat college teams and
college teams can't beat pro teams.
And it's, it's just that there'sa different talent set that
(19:29):
at each level that's required.
Dave (19:32):
Not good or bad, just is absolutely agree with you in that.
And there's also, I think, to acertain extent, a different mindset.
All right, let's switch gears now.
Now you've gone Inside the company,your experience as a comptroller,
CFO, vice president of finance,CEO, you've done all those things.
So let's talk now in terms ofwhat are the strategy in helping
(19:55):
the ownership with the M& A?
How, how did you start that process?
Did they come, did ownership come to you?
Did you go to, to ownership?
I mean, it's usually a certainpath that somebody creates.
David Churchman (20:08):
Yeah, on this one, since, since I'd worked with the Midland
companies over the years on a coupledifferent projects, this was, they, they
came to me and they said, okay, we'regoing to do this and we need your help.
So it's always nice to get a call andsay, this is what we're going to do.
And, and we'd like to haveyou be the person involved.
Sure.
(20:29):
So in that, I was lucky that I had somefoundational background and the knowledge
of the company and the ownership groupand how they, and how they functioned.
Dave (20:39):
So then it was your job to go find candidates, right?
How did you do that?
David Churchman (20:45):
Actually in this, in this one, they actually had been
approached by a private equity groupsaying that we want to acquire you.
So that called, okay.
So it was a matter of puttingtogether and communicating in that
realm as, as to what they, whatthey would sell the business for.
And, and, you know, the, the executives ofthat company were, were pretty talented.
(21:06):
They were, they were savvy businesspeople and, and this is just
something they hadn't done much of.
So it was fairly easy to helpthem move from point A to point
B to point C through the process.
It was just a little tedious at timesputting together the right information
and communicating it in the right format.
(21:27):
Right.
Makes total sense.
Dave (21:30):
What were your biggest challenges then?
I take it you were, you weresomewhat leading the process.
Would that be a fair statement?
David Churchman (21:37):
Yeah, I was leading the financial process and
the business communication process.
I think the biggest challenges were tryingto, trying to Take the questions and
break them down into getting the rightinformation and then going through that.
There were some really outstandingpieces of the business and
(21:58):
we made a few adaptations ofhow the business functioned.
And then we put togethersome pretty good information.
It really helped them increase thevalue by about 30 percent from the
initial offer that they received.
And it was really a breakdownof the information and how to
communicate it that got it there.
So it was, it was a big impact.
Dave (22:20):
Wonderful.
So in every deal I've ever been involvedwith, doesn't matter the number, there's
always something called deal fatigueat some level, and it usually, for me,
It can come pretty early, but usuallyit's about the third quarter when you're
getting ready to go into the four quarter.
I'm sure you've had to deal with it.
How have you coached peoplethrough that process?
(22:43):
You know,
David Churchman (22:44):
it's happened a lot, right?
It happens because it's a, it's, you havea full time job and you have a full time
commitment to everything that's going on.
Everybody in the companyalready had a full time.
Job and they were working.
So as you keep going through it, the firsthundred questions aren't so bad, but the
second 10, 000 questions are really tough.
Dave (23:07):
Especially those that are asked over and over again,
David Churchman (23:10):
right?
Because they asked him over and overbecause they didn't either understand
the information or they have differentcontexts to re ask the question to see how
it fits in with something else they heard.
And it.
Just keeps going.
A lot of times I've said, look, youknow, as time goes on, there's the
old saying that time kills all deals.
So does, so does deal fatigue, right?
(23:31):
I just get tired.
And so is it better to take andslow down for a few weeks and, and
reenergize, or is it better to keepplowing ahead and, and let it just die
a painful death right in front of you?
So there's no, there's no rightanswer, but deal fatigue is
real and, and it's painful.
How long did your processtake this time with Midland?
(23:55):
So with Midland,
Dave (23:56):
it honestly only took about three and a half months.
Wow.
That's lightning in a bottle.
That's unbelievably fast.
David Churchman (24:04):
But we had been preparing for it for four and a half years.
So, yeah, and we had, we had somereally, you know, we, we had some really
talented people that helped with Withdata and with financial information and
all the details that would be asked.
And so we had been preparing for it.
(24:25):
We were able to put together amassive amount of data in two weeks.
Wow.
So that, you know, peoplecan come in and analyze it.
I mean, we were, we were decentlyover 300 million on this acquisition.
So it was, there was a lot of scrutiny anda lot of digging by, by the other side.
Dave (24:46):
So at the very beginning of the process, what did the owners ask
of you as far as, well, for lack ofa better term, what was their ask?
We're going to go through this process.
This is what we expect of you.
David Churchman (25:00):
Yeah.
And, and honestly, it was, is pretty nice.
We, we worked with some professionalfirms, professional accounting
firms and professional law firmsthat had expertise in this.
And.
We had a lot of people thatinternally that had been through
this with different companies.
So we had a decent amount of internalexperience and we had some really
(25:20):
good professional help, which youcan't, you can't do it by yourself.
And, you know, professional firms thatare good at this are expensive and they're
worth every penny times, times themselves.
So, you know, we put together, Justthe basic checklist, you know, a
good a hundred page document that weneeded to do, and that grew every day.
(25:45):
I think at the end, we weresomewhere around 3 million pages of.
Documentation we'd put togetheroutside of the data cube.
Dave (25:52):
I imagine.
So that makes a ton of sense.
So you've seen a lot of MNAs at theend of the day, if you're now, well,
you're going to be going forward.
So how are you going to couch termsfor individuals on, on what they should
expect with MNAs and how to be successful?
David Churchman (26:17):
You know, I think it's a, it's, it's a two way process, right?
You're.
interviewing andinterrogating from both sides.
And I think that's the, that's the,the most important thing to do is
to, to really treat both sides.
And that's where I came up with thephrase of, you know, you build every
company to sell it, but you got tobuild it so that you want to buy it
(26:39):
when you're going through a transaction.
On both sides that you have to,you have to have that mentality
that you're coming into it.
You know, when it's a strategic,what are the expectations when
it's a financial or private equity?
What are the expectations?
And those conversationsare, are important.
A lot of times when companiesare being acquired, they sit back
(27:03):
and answer questions, but theydon't often ask many questions.
Right.
And that's, that's really importantand you can't wait till the last
week when it starts getting realto start asking those questions.
You have to start them early.
Dave (27:16):
So maybe leave the audience with this.
What are the three bullet points?
Words, phrases you want them to remember.
I think we got one already.
Prepare your business to be sold,but prepare your businesses.
If you're going to buy it.
David Churchman (27:30):
Right.
That
Dave (27:31):
one I remember.
David Churchman (27:32):
Yeah, that's, I think that's the most important one by far that,
you know, you're building a business that.
To sell it and you're buildingone that you want to buy.
And, and that's a differentperspective, right?
You have to take that perspectiveand view it from both sides.
And I like your pickle jar analogy.
I have to, I have to view it from insideand I have to view it from outside.
(27:54):
And that's a completely different view.
And if people take time to do that,they'll, they'll be, they'll be
much happier at the end of the day.
I think the second one is really goingback to the deal fatigue, knowing that
the process isn't simple, isn't easy.
You're not going to answer each questiononce, you're going to answer each question
(28:14):
multiple times in different contexts andat different times through the process.
As they learn more about who youare, they ask the same questions
or they ask it slightly differentlybecause they have more information
and how that question fits in.
And then the third thing I thinkthat I would put into this is
that no matter how you prepareyourself, the day after is different.
(28:38):
Okay.
And being ready for that at all levelsof an organization is really hard to do.
So if you're an acquiring company,knowing that the business that you've
acquired That you've got to getin there and deal with the people
that are doing the work becausethat deal fatigue is real for them.
(28:59):
And now the uncertainty pile ontop of it is really a challenge.
So coming in now the day after and workingwith that reality as an acquiring company.
Is a big deal as a selling company,you have to deal with the same thing
because you're probably the onewith deal fatigue and you're the
probably one that's really uncertain.
(29:20):
And so leadership becomes 10 timesmore important in that situation.
Dave (29:26):
Ladies and gentlemen, I can tell you after listening to David,
I've gotten a new Perspective inrespect, but those, these three
bullet points really resonate for me.
And I would say this is our 45th podcast.
Those are probably the best threethat I've heard from all my guests.
So I really appreciatethat from you, Dave.
(29:47):
And I want to thank youfor appearing today.
How do people get ahold of you?
If they want to talk moreand get some, get to know you
and what you can do for them.
The most popular way
David Churchman (29:58):
to get ahold of me is through LinkedIn.
It's it's still there, it's stillthere and it still works every day.
So it's the easiest contact information,resume, and everything's all on
there to start the conversation.
So that's how I normally route it.
Just as
Dave (30:15):
it sounds, David Churchman, easy for everyone to remember.
If you're in search of assistancewith an MNA, please go to davidsider.
com or spencerfain.
com and.
Schedule a consultation.
Also, if you would, please makesure to subscribe to the show,
rate it, and leave me a commenton your favorite podcast platform,
(30:36):
such as Spotify or Apple podcasts.
I want to thank again, DavidChurchman and ladies and
gentlemen, until next time be safe.
This podcast is providedfor educational purposes.
It does not constitute legal adviceand it's not intended to establish
(30:57):
an attorney client relationship.
The recommendations contained in thispodcast are not necessarily appropriate
for every individual or business.
In determining the best course of action,business owners should consult with an
attorney on their distinct circumstances.
Show me the way, episode 45, the ins and outs of MNA from CPA to CFO to CPA.
Ladies and gentlemen, you're going tobe excited with this podcast because
we're going to talk about the picklejar, which I don't think I've talked to
any of you before in a conversation thatI had recently with David Churchman.
(00:21):
He's going to come up with, Ithink a brilliant quote that
I'm going to commit to memory.
I'm going to have to probably pay hima licensing fee, but that is to prepare
your business always for sale, butalso think in terms of preparing your
business as if you're going to buy it.
Some great insights from a guywho's been in house as a C suite
(00:42):
member outside as a professional,and then back in the C suite.
So he has got a lot of.
Varied experiences thattranscend just being a CPA.
I think you're going to enjoy it.
Stay tuned.
Welcome
(01:09):
to show me the way a podcastpresented by Spencer Fane, LLP
about business succession planning,the merger and acquisition
experience and successful exits.
I am your host, Dave Sider.
Joining me on today'sshow is David Churchman.
Now I got to know Dave a long time ago.
When he worked for a rather significantentrepreneur in the state of Kansas,
(01:32):
and I've followed him since then,he's set up his own company, which
he'll tell us a little bit about,and as well has gone in house.
Recently with a, or I should sayin the last few years as a CFO in
a company that he recently sold.
So Dave has a very unique background,which is going to lend a lot of valuable
(01:52):
information for all the listeners.
Dave is going to share his observationsin regard primarily to operating
businesses and acquisitions.
Dave, welcome to the show.
Welcome.
Thank you, Dave.
David Churchman (02:05):
I
Dave (02:05):
appreciate you having me on and you are welcome.
I'm looking forward to this, but giveus a little flavor of your background.
I always like to start with,where were you born and raised?
Cause it allows people to connect with you
David Churchman (02:17):
that way.
Yeah, I'm a Kansas city guy.
I was born here and I'velived here my whole life.
Other than going away to collegeto Mizzou, that's about the
only time I've ever left townfor an extended period of time.
Traveled extensively for,for business, but this, this
Kansas City is where I'm from.
Dave (02:35):
And so when you were, got out of school, you passed CPA
exam, where'd you go to work?
David Churchman (02:40):
So when I got out of Mizzou, I went to work
at Touche Ross, which shortlythereafter became Deloitte Touche.
So my first real experience on the insidewas I was working at a CPA firm for As a
manager, when we merged to the big eighton their way to becoming the big four,
Dave (02:56):
that was a couple of days ago.
Then after that, you jumped ship andwent in house somewhere, as I recall.
David Churchman (03:03):
Yeah, I actually left and went to a great company gear for sports.
Yep.
Gear for sports was aphenomenal experience for me.
We were.
We were growing at over 20 percentannually for many, many years, had a
great entrepreneur and businessman andBob Wolf, who was the owner and founder
(03:23):
of the company and just a tremendousexperience on how to be everything.
Uh, a great business would want to be,
Dave (03:30):
and what, what was your role there?
CFO?
I take it.
I actually
David Churchman (03:33):
started as the controller.
Uh, okay.
And then became VP of finance and thenVP of corporate development, which was
all opportunities to grow the business.
And, and I ended up running one of ourdivisions at about the time that we
sold to a private equity group out of.
Chicago, New York.
So through my 10 years there, I did a lotof different things, had an opportunity
(03:58):
to do many, many exciting things.
But one of the big things was whenwe sold to a private equity group
and the transaction was reallyspectacular for, for everybody.
Dave (04:08):
So share with people, because there's, there's,
I think a lot of confusion.
Being a comptroller is not the sameas a CFO, which is not the same
as a vice president of finance.
Would that be fair?
It is not
David Churchman (04:21):
in that company or, you know, as we grew to well
over 200 million in revenues, there,there was a lot of different things
going on with the rapid growth.
There was a lot of things that peoplehad to do that were multitasking.
So through the four differentpositions that I held there, it was
really interesting that how I endedup running one of the divisions.
(04:43):
That was sold to the entrepreneur ofthe year in Kansas, Gene Bicknell, who's
one of his many companies and endedup becoming the CFO at that company.
And then eventually theCEO of that company.
Dave (04:57):
And from there, you jetted on, I think, to your company.
Is that right?
Or did I miss anything in the steps here?
And
David Churchman (05:03):
then, and, you know, after, after a period of
time with Gene, I actually endedup starting my own business.
And had my own consultingbusiness for 10 years.
It would go on to be the interimCEO, executive, wear a lot of
hats, work with turnarounds,restructurings, preparing companies
for sale, helping companies merge,helping companies make acquisitions.
(05:26):
So it was a, it was a great 10 years.
Dave (05:29):
And then subsequent to that, you joined yet another company.
I mean, you, you, you have got a greatjourney here that you've been on.
David Churchman (05:38):
Yeah.
Actually one of, one of myclients had done a couple of
different projects for them.
Actually, it was approachedto be purchased by yet
another private equity group.
And I helped them prepare and go throughthe process of selling their company.
So I did that for about eight months,helping them prepare, do all the
things you need to do from a financialspresentation, understanding, you
(06:02):
know, the goods and, and the, andthe not so goods of a business.
And as you prepare to sell.
There's thousands of questions.
They're not all relevant,but they're all asked.
And so you have to go through the process.
At the end of that, the, the company, theprivate equity group that was acquiring
Midland Metals, Midland Industry,asked me to come on and be their CFO.
(06:24):
They said, we're making a bunchof acquisitions and we're going
to do a lot of exciting things.
And, and so I, I went back in houseafter 10 years of having my own
consulting practice as their CFO.
Dave (06:35):
So this guy, as you can see, has had a lot of experience.
Let's break it down a little bit asan outside CPA, when you are helping
clients get their business ready tosell, what do you have kind of a step
or an outline you take them through?
Yeah.
Has,
David Churchman (06:51):
you know, from the outside, it's always, it's always.
Interesting, because you don't, youdon't see everything on the surface,
but yet the surface is where all thepotential acquirers are going to start.
So when you start on the surface and startdigging down underneath to see what's
really there, the approach is diggingthrough really the financials, because
(07:13):
that's where all the acquiring companiesstart, if they're private equity groups.
Some strategics will start in a differentspot, but financial acquirers start there
Dave (07:23):
and they may end there.
My experience,
David Churchman (07:26):
it doesn't matter how much you love your company.
It matters how much they loveyour numbers on that situation.
Dave (07:36):
Okay.
Ladies and gentlemen, thatis quotable right there.
That, that is the insightthat everyone needs to know.
David Churchman (07:42):
But yeah, so we, we start breaking it down and obviously.
The opportunity to grow and to be moreprofitable and to do things differently
is, is one of the exciting things aboutlooking at a company for, for acquisition,
whether you're acquiring or whether you'reselling, that's part of the process.
And so over the 10 years with, with myown practice, that was the one thing
(08:05):
that I would do when I came in to helpcompanies was look, how are they running?
What is their business model?
How do they make money?
What are the things they do thatare core to their belief system
and core to their, to their profitand how they financially succeed.
Dave (08:21):
And to your points here, help me.
If you can, how do you go about advisingpeople whether they ought to look at a
strategic buyer versus a financial buyer?
David Churchman (08:32):
Boy, that's a, that's a good one.
Strategic buyers are, they're, they'reusually looking for two or three,
maybe four key things that makeit a great strategic acquisition.
Is it a diversification play with product,diversification play with customers?
Are they buying you because you're acompetitor and you, and they want to
(08:55):
remove one more competitor from thestreet, but usually in a strategic
acquisition, the acquiring companybecomes, becomes fairly dominant.
And that's, that's an interestingapproach for, you know, especially
for long term entrepreneurs.
And for management is how, what happensthe day after acquisition becomes a bigger
(09:17):
concern than, than, than a normal day.
Perfect.
Dave (09:21):
So what has been youth in this role now is outside business advisor.
Who is, what is your biggest challenge?
And doing your job.
Cause I, I rattle off three or fourevery time I, I take on this role.
What, what has it been for you?
You know,
David Churchman (09:37):
you know, it's, it's always a little bit different every time,
but the biggest challenge is communicationand being able to communicate externally
versus how you communicate internallyand what that means to the business.
I think one of the challenges that isreally common is what, how do I make
money and if you have a business that's.
(09:58):
That's been successful.
A lot of times people don't break downvery well, how they make money in a
way that's communicated to a financialor a strategic acquiring entity.
Dave (10:09):
That is very insightful, sir.
I pause as I'm thinking about that.
Thank you.
So there are a couple otherthings you said came to your mind.
Do you recall what theywere or what they are?
David Churchman (10:21):
Yeah, I, I.
I think there's a lot of nuance tobusiness and a lot of times when
people have been working at a companyfor many, many years, they miss some
of the nuances, they miss some ofthe things that make them unique.
They take them for granted andto be able to put a spotlight on
those things that are important.
is, is really exciting for them when,when you get to that and preparing them
(10:46):
for that conversation with the outsideworld is, is really something that really
brings a lot of value to the process.
Dave (10:55):
I'm going through that right now.
You know, great company, they've gotsome great ideas and they understand
themselves well, but I refer toit as the pickle jar complex.
That is, you know, I believeevery business or every person
is in their own pickle jar.
You can see their label, butthey can't see their own label.
I mean, you can, it's hard to evaluateyourself from, you know, what it might
(11:17):
look like from a third party comingin and looking at your business.
So you're spot on again.
David Churchman (11:22):
It is hard to evaluate yourself and, and I think that's one
of the, that's one of the benefits ofoutside advisors is somebody who, who's
not looking from the inside of the jar.
They're looking at the outside andthey looked at a lot of jars so
they know how to, how to communicateand look for the differences.
Dave (11:40):
So this next question may not be so much dollars and cents, but just
generally, can you think of any situationwhere you felt you had the greatest
success as a professional helpingsomeone, whatever that might look like?
David Churchman (11:54):
Yeah, I, I think that, and this has been something
that's been repeated, is that theway you do things is, has worked.
But there's always the next step in howdo you take the next step and how do you,
how do you implore change management, manyCEOs and many entrepreneurs don't like
(12:17):
change management that they don't drive.
And I think that's one of themost interesting things is to
help them take that next step.
Whether it's just to grow theirbusiness or to prepare it.
In 12 or 24 and 36 monthsfor an acquisition.
I think that's one ofthe things that's there.
And it is really one of the things Ilearned from here for sports was that
(12:40):
they were really fantastic at that.
Dave (12:43):
You know, I kind of use it by analogy that everybody can figure
out how to get married, but not toomany people can figure out how to.
Stay married.
And that is you haveto evolve, so to speak.
No disrespect to anybody.
But you know, you know, there'stwo different skill sets.
How long do you typically setaside as a timeline to do your
(13:07):
job as an outside professional?
I've asked that many, many times.
Dave, how long is it going totake to close this transaction?
Versus to which I say, typically,Well, I'd like to get you prepared
and let's talk about that.
And there's some things we need to do.
And, you know, then we go tomarket and, you know, such that
I've created kind of a timeline.
(13:28):
What do you see in this?
David Churchman (13:30):
Yeah, actually, one of the biggest successes, Dave
is always taking somebody that's.
Says I'd like to, I'd like to sellthe company in two years or, or three
years, or at least prepared in away and understand what that means.
That's not typical though.
Typical comes back and, Hey, I'vehad somebody that's called me.
(13:50):
And they went my business and they'd liketo close, you know, in the next 90 days.
Dave (13:56):
Yeah, exactly.
, that's a, that's the one we all get.
Yes, sir.
I'm not laughing 'cause it's funny.
It's just too truth.
That's all.
David Churchman (14:05):
It's too true.
Somebody called me, I go, and, andyou typically, and, and you know this
Dave, if you could, if you could have.
Foresight to know that the economy,the market, everything's going to
be good in three or four years.
Well, heck, that'd be fantastic.
That's not, I think that most businessesshould have it in their mindset that
(14:26):
in the next one to three years, thatthat opportunity exists and, and
keep that into their purview of howthey run the business day to day to
day in, in, in the current cycle.
Dave (14:38):
Excellent.
And so you like to, your, your perfectgoal is to stick around after the
fact, as you indicated, help them withthe process of growing the company.
What typically, that's onthe buy side, what typically
happens to you on the sell side?
Is it over and they salute youas you sail off into the sunset?
David Churchman (14:58):
You know, it's interesting.
I went to work forMidland in November of 18.
So it's just been a littleover five years this week.
And it was like, here's the,here's the after acquisition.
We're going to, we're going tomake all these other acquisitions.
We're going to be the platformfor this private equity group.
And we always worked every day on thecycle of we're going to build this company
(15:21):
so that not only can we sell it, we canalso buy it because as management you.
You have to think that way.
You have to think that not onlyI'm the seller, that I'm the buyer.
And so 75 days ago, this companywas sold again and it was a
tremendously successful sale.
I mean, it was fantasticfor every shareholder.
(15:44):
I like to say it was a greatwin for the home team on that.
And the new private equity groupthat's come in, they're trying to
put together their three to fiveyear plan and what they want to do.
So everybody's taking a look atit to see what works for them.
Dave (15:58):
Well, to your point, I, I had one group that I represented.
They were bought in, you know,under the guise of we buy
companies and we hold them.
But most every company that I'veseen with a private equity groups
involved, they're going to sell thebusiness in three to five years because
that's the nature of private equity.
(16:19):
They're only holdingthe money for so long,
David Churchman (16:21):
right?
They, they, most of them have arequirement to take investment and
return and return profits, you know,three, five, seven year cycles.
Okay.
Dave (16:31):
So you've seen some clients have some successes with M& As.
Have you seen any, any of them struggleor situations where frankly the M& A just
didn't work through no fault of their own?
Yeah,
David Churchman (16:43):
absolutely.
I think that there's, there'snoise that What you didn't see
or what you didn't think of.
And that's where a team tends to makea better decision than an individual.
When you're looking at an acquisitionand thinking through the good and
the bad of it, uh, you know, andI like to tell people, nothing's
all good and nothing's all bad.
(17:03):
So if you think it's a perfect acquisitionor a terrible acquisition, you're
probably missing something, right?
So you have to be honest with.
With the analysis of saying, okay, hereare the things that will work well.
Here's the things that we willhave to either spend time or money
on to make it so that it's, it's,it's a successful acquisition.
(17:26):
So I think missing, missinga piece of that is doing it.
I know that.
The diversification plan has been aninteresting one for me, watching people
want to diversify either their productor their, or their customer base, and
if they diversify it beyond what theircurrent knowledge or their current
knowledge of their management team is,I think that's where the struggle is.
(17:49):
Really starts for the things thatdon't work as well as planned.
And in a lot of times when inan acquisition, you're, you're
acquiring a lot of people.
And I think that's one thing thatthe evaluation of the people that
you're acquiring is one of the mostcritical features of anything and,
(18:10):
and really spending time evaluatingthe talent and the skills and, and.
The mentality of that group and knowingwhat's going to happen afterwards, right?
That's where the, that'swhere the challenge comes.
But I think the evaluation of,of the people that are in the
acquisition are really important.
Dave (18:30):
Well, I don't know if it's true for you and what you have seen, but
oftentimes the individuals That got youto the point where the business is being
sold, or not the same individuals aregoing to be carrying the business forward.
And why do you think that is?
I've got my own conclusions.
David Churchman (18:48):
Yeah, I, you know, I, I agree with you, David, more times
than not, the people that got me herewon't get me to that next level, I
think partially is that not everybodyhas the ability to grow a business from
a dollar to 10 people who have goodskillsets and good talents within levels.
(19:08):
So that's always interesting.
But I, but I think the activities that getyou there and the strength of your team,
you know, we're, we're in the midst of.
Football season and high schoolteams can't beat college teams and
college teams can't beat pro teams.
And it's, it's just that there'sa different talent set that
(19:29):
at each level that's required.
Dave (19:32):
Not good or bad, just is absolutely agree with you in that.
And there's also, I think, to acertain extent, a different mindset.
All right, let's switch gears now.
Now you've gone Inside the company,your experience as a comptroller,
CFO, vice president of finance,CEO, you've done all those things.
So let's talk now in terms ofwhat are the strategy in helping
(19:55):
the ownership with the M& A?
How, how did you start that process?
Did they come, did ownership come to you?
Did you go to, to ownership?
I mean, it's usually a certainpath that somebody creates.
David Churchman (20:08):
Yeah, on this one, since, since I'd worked with the Midland
companies over the years on a coupledifferent projects, this was, they, they
came to me and they said, okay, we'regoing to do this and we need your help.
So it's always nice to get a call andsay, this is what we're going to do.
And, and we'd like to haveyou be the person involved.
Sure.
(20:29):
So in that, I was lucky that I had somefoundational background and the knowledge
of the company and the ownership groupand how they, and how they functioned.
Dave (20:39):
So then it was your job to go find candidates, right?
How did you do that?
David Churchman (20:45):
Actually in this, in this one, they actually had been
approached by a private equity groupsaying that we want to acquire you.
So that called, okay.
So it was a matter of puttingtogether and communicating in that
realm as, as to what they, whatthey would sell the business for.
And, and, you know, the, the executives ofthat company were, were pretty talented.
(21:06):
They were, they were savvy businesspeople and, and this is just
something they hadn't done much of.
So it was fairly easy to helpthem move from point A to point
B to point C through the process.
It was just a little tedious at timesputting together the right information
and communicating it in the right format.
(21:27):
Right.
Makes total sense.
Dave (21:30):
What were your biggest challenges then?
I take it you were, you weresomewhat leading the process.
Would that be a fair statement?
David Churchman (21:37):
Yeah, I was leading the financial process and
the business communication process.
I think the biggest challenges were tryingto, trying to Take the questions and
break them down into getting the rightinformation and then going through that.
There were some really outstandingpieces of the business and
(21:58):
we made a few adaptations ofhow the business functioned.
And then we put togethersome pretty good information.
It really helped them increase thevalue by about 30 percent from the
initial offer that they received.
And it was really a breakdownof the information and how to
communicate it that got it there.
So it was, it was a big impact.
Dave (22:20):
Wonderful.
So in every deal I've ever been involvedwith, doesn't matter the number, there's
always something called deal fatigueat some level, and it usually, for me,
It can come pretty early, but usuallyit's about the third quarter when you're
getting ready to go into the four quarter.
I'm sure you've had to deal with it.
How have you coached peoplethrough that process?
(22:43):
You know,
David Churchman (22:44):
it's happened a lot, right?
It happens because it's a, it's, you havea full time job and you have a full time
commitment to everything that's going on.
Everybody in the companyalready had a full time.
Job and they were working.
So as you keep going through it, the firsthundred questions aren't so bad, but the
second 10, 000 questions are really tough.
Dave (23:07):
Especially those that are asked over and over again,
David Churchman (23:10):
right?
Because they asked him over and overbecause they didn't either understand
the information or they have differentcontexts to re ask the question to see how
it fits in with something else they heard.
And it.
Just keeps going.
A lot of times I've said, look, youknow, as time goes on, there's the
old saying that time kills all deals.
So does, so does deal fatigue, right?
(23:31):
I just get tired.
And so is it better to take andslow down for a few weeks and, and
reenergize, or is it better to keepplowing ahead and, and let it just die
a painful death right in front of you?
So there's no, there's no rightanswer, but deal fatigue is
real and, and it's painful.
How long did your processtake this time with Midland?
(23:55):
So with Midland,
Dave (23:56):
it honestly only took about three and a half months.
Wow.
That's lightning in a bottle.
That's unbelievably fast.
David Churchman (24:04):
But we had been preparing for it for four and a half years.
So, yeah, and we had, we had somereally, you know, we, we had some really
talented people that helped with Withdata and with financial information and
all the details that would be asked.
And so we had been preparing for it.
(24:25):
We were able to put together amassive amount of data in two weeks.
Wow.
So that, you know, peoplecan come in and analyze it.
I mean, we were, we were decentlyover 300 million on this acquisition.
So it was, there was a lot of scrutiny anda lot of digging by, by the other side.
Dave (24:46):
So at the very beginning of the process, what did the owners ask
of you as far as, well, for lack ofa better term, what was their ask?
We're going to go through this process.
This is what we expect of you.
David Churchman (25:00):
Yeah.
And, and honestly, it was, is pretty nice.
We, we worked with some professionalfirms, professional accounting
firms and professional law firmsthat had expertise in this.
And.
We had a lot of people thatinternally that had been through
this with different companies.
So we had a decent amount of internalexperience and we had some really
(25:20):
good professional help, which youcan't, you can't do it by yourself.
And, you know, professional firms thatare good at this are expensive and they're
worth every penny times, times themselves.
So, you know, we put together, Justthe basic checklist, you know, a
good a hundred page document that weneeded to do, and that grew every day.
(25:45):
I think at the end, we weresomewhere around 3 million pages of.
Documentation we'd put togetheroutside of the data cube.
Dave (25:52):
I imagine.
So that makes a ton of sense.
So you've seen a lot of MNAs at theend of the day, if you're now, well,
you're going to be going forward.
So how are you going to couch termsfor individuals on, on what they should
expect with MNAs and how to be successful?
David Churchman (26:17):
You know, I think it's a, it's, it's a two way process, right?
You're.
interviewing andinterrogating from both sides.
And I think that's the, that's the,the most important thing to do is
to, to really treat both sides.
And that's where I came up with thephrase of, you know, you build every
company to sell it, but you got tobuild it so that you want to buy it
(26:39):
when you're going through a transaction.
On both sides that you have to,you have to have that mentality
that you're coming into it.
You know, when it's a strategic,what are the expectations when
it's a financial or private equity?
What are the expectations?
And those conversationsare, are important.
A lot of times when companiesare being acquired, they sit back
(27:03):
and answer questions, but theydon't often ask many questions.
Right.
And that's, that's really importantand you can't wait till the last
week when it starts getting realto start asking those questions.
You have to start them early.
Dave (27:16):
So maybe leave the audience with this.
What are the three bullet points?
Words, phrases you want them to remember.
I think we got one already.
Prepare your business to be sold,but prepare your businesses.
If you're going to buy it.
David Churchman (27:30):
Right.
That
Dave (27:31):
one I remember.
David Churchman (27:32):
Yeah, that's, I think that's the most important one by far that,
you know, you're building a business that.
To sell it and you're buildingone that you want to buy.
And, and that's a differentperspective, right?
You have to take that perspectiveand view it from both sides.
And I like your pickle jar analogy.
I have to, I have to view it from insideand I have to view it from outside.
(27:54):
And that's a completely different view.
And if people take time to do that,they'll, they'll be, they'll be
much happier at the end of the day.
I think the second one is really goingback to the deal fatigue, knowing that
the process isn't simple, isn't easy.
You're not going to answer each questiononce, you're going to answer each question
(28:14):
multiple times in different contexts andat different times through the process.
As they learn more about who youare, they ask the same questions
or they ask it slightly differentlybecause they have more information
and how that question fits in.
And then the third thing I thinkthat I would put into this is
that no matter how you prepareyourself, the day after is different.
(28:38):
Okay.
And being ready for that at all levelsof an organization is really hard to do.
So if you're an acquiring company,knowing that the business that you've
acquired That you've got to getin there and deal with the people
that are doing the work becausethat deal fatigue is real for them.
(28:59):
And now the uncertainty pile ontop of it is really a challenge.
So coming in now the day after and workingwith that reality as an acquiring company.
Is a big deal as a selling company,you have to deal with the same thing
because you're probably the onewith deal fatigue and you're the
probably one that's really uncertain.
(29:20):
And so leadership becomes 10 timesmore important in that situation.
Dave (29:26):
Ladies and gentlemen, I can tell you after listening to David,
I've gotten a new Perspective inrespect, but those, these three
bullet points really resonate for me.
And I would say this is our 45th podcast.
Those are probably the best threethat I've heard from all my guests.
So I really appreciatethat from you, Dave.
(29:47):
And I want to thank youfor appearing today.
How do people get ahold of you?
If they want to talk moreand get some, get to know you
and what you can do for them.
The most popular way
David Churchman (29:58):
to get ahold of me is through LinkedIn.
It's it's still there, it's stillthere and it still works every day.
So it's the easiest contact information,resume, and everything's all on
there to start the conversation.
So that's how I normally route it.
Just as
Dave (30:15):
it sounds, David Churchman, easy for everyone to remember.
If you're in search of assistancewith an MNA, please go to davidsider.
com or spencerfain.
com and.
Schedule a consultation.
Also, if you would, please makesure to subscribe to the show,
rate it, and leave me a commenton your favorite podcast platform,
(30:36):
such as Spotify or Apple podcasts.
I want to thank again, DavidChurchman and ladies and
gentlemen, until next time be safe.
This podcast is providedfor educational purposes.
It does not constitute legal adviceand it's not intended to establish
(30:57):
an attorney client relationship.
The recommendations contained in thispodcast are not necessarily appropriate
for every individual or business.
In determining the best course of action,business owners should consult with an
attorney on their distinct circumstances.
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