Royce Yudkoff is a Professor of Management Practice at the Harvard Business School and a General Partner and co-founder of ABRY Partners, LLC in Boston, MA. Alongside Professor Richard Ruback, Royce currently co-teaches a second year case course titled “The Financial Management of Smaller Firms” and a field course called “Entrepreneurship through Acquisition”. These courses focus on how to acquire, finance and operate your own smaller firm. Recently, Ruback and Yudkoff published their book, HBR Guide to Buying a Small Business. Published by Harvard Business Review Press, the book is a practical roadmap through the steps required to find, evaluate, negotiate and finance the acquisition of a smaller firm.
In 1989, Royce co-founded ABRY Partners, a private equity firm focused on the media, communications and business and information services markets. Since 1989 the firm has completed over $27 billion of leveraged transactions and other private equity investments involving approximately 450 properties. Over this period Royce has also served on numerous private and public corporate boards.
Royce graduated from the Harvard Business School in 1980 as a Baker Scholar and is an honors graduate of Dartmouth College.
Find, acquire, and run your own business. Are you looking for an alternative to a career path at a big firm? Does founding your own start-up seem too risky? There is a radical third path open to you: you can buy a small business and run it as CEO. Purchasing a small company offers significant financial rewards—as well as personal and professional fulfillment. Leading a firm means you can be your own boss, put your executive skills to work, fashion a company environment that meets your own needs, and profit directly from your success. But finding the right business to buy and closing the deal isn't always easy. In the HBR Guide to Buying a Small Business, we help you: determine if this path is right for you, raise capital for your acquisition, find and evaluate the right prospects, avoid the pitfalls that could derail your search, understand why a "dull" business might be the best investment, negotiate a potential deal with the seller, and avoid deals that fall through at the last minute.
An increasingly popular route to success as a small business owner is “acquisition entrepreneurship”—buying and running an existing operation. If you’re considering such a path, the authors offer practical advice for each stage of the process. Think it through. Do you have the right qualities for the job (managerial skills, confidence, persuasiveness, persistence, a thirst for learning, and tolerance for stress)? Are you willing to trade the benefits of working at a large organization for the chance to be in charge? Search diligently and efficiently. Plan to spend six months to two years—full time—following leads and systematically vetting business prospects. Focus on companies that are consistently profitable and have annual revenues of $5 million to $15 million. During this phase, you can self-finance or establish a search fund to recruit potential investors. Strike a deal. When you’ve settled on a target, do preliminary due diligence to confirm the business’s viability and arrive at a fair offer. If the seller accepts, you’ll have about 90 days to work with your accountant and attorney on confirmatory due diligence. Transition into leadership. After the sale closes, your priorities should be building relationships (with employees, customers, and suppliers) and setting up processes to ensure steady cash flow.
Jenn Braus (HBS 2013) was halfway through the 90-day exclusivity period for her proposed acquisition of Systems Design West (SDW). She had completed her business and accounting due diligence. Just as she was about to ask her lawyer to begin drafting the purchase agreement, she received a call from the seller that the company had reached agreement with a large new client that would increase revenue by roughly 20%. The seller asked that the success be reflected in an increased offer price, although he had not specified the amount of the increase.
Braus needed to decide on an appropriate response. Should she stand fast? In her mind, she had already agreed to pay a premium price for SDW, with a higher than typical multiple of EBITDA. Part of her rationale for the high multiple was that she believed the company had significant growth potential. Paying a higher price in response to the new customer seemed like paying twice for the growth. However, because the new customer was so large, Braus imagined that it would nudge the run rate EBITDA for SDW to about $1 million, eliminating a concern she had about the small size of the business. If she decided to negotiate a higher price, how much of an increase was appropriate? Simply applying historical margins would imply that a 20% increase in revenue would correspond to a 20% increase in price. Alternatively, it could be more as margins improved with operating leverage, or it could be less if significant fixed costs were required to on-board the new customer. Additionally, Braus was concerned that a new customer was inherently riskier than SDW’s typical customer that had a history of recurring revenue.
Ruback, Richard S., and Royce Yudkoff. "Fail Safe Testing, Inc." Harvard Business School Multimedia/Video Supplement 219-714, January 2019.
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Ruback, Richard S., and Royce Yudkoff. "Antoine Leboyer and GSX." Harvard Business School Multimedia/Video Supplement 219-708, December 2018.
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Ruback, Richard S., and Royce Yudkoff. "Rose Electronics Distributing Company." Harvard Business School Spreadsheet Supplement 218-741, April 2018. (Revised May 2018.)
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Ari Medoff's (HBS '11) goal was to control his own professional destiny by owning his own company. His search identified a suitable acquisition in Home Nursing of North Carolina, and he had negotiated a purchase price of $3.5 million, or 4.2x trailing EBITDA. Medoff had completed his due diligence, arranged financing, and completed the legal documents required to complete the acquisition and anticipated closing the transaction in just a few weeks. But then the sellers surprisingly asked to renegotiate the terms of the note they had agreed to early in the acquisition process. Medoff must decide whether to renegotiate the debt or abandon the transaction.
Gemini Investors was a private equity firm focused on small and lower middle market businesses. Gemini's target investment size was between $4 million and $6 million and a typical portfolio company had revenue of between $8 million and $30 million. In early 2015, Gemini was completing the investment of Gemini's Fund V and it was deciding whether it should raise a fund sized similarly to their prior funds, or alternatively, raising a significantly larger fund.
Lind Equipment failed to meet its loan covenants with its senior bank lender in the summer of 2008, just six months after it was acquired. While the senior bank debt comprised only 6% of the capital used in the acquisition and was fully secured, it exercised its right to stop payments to Lind's subordinated lender that funded about 40% of the acquisition, pushing that debt into default as well. These financial problems were the result of declining revenues and profits at Lind as exchange rates and the impact of the Great Recession took its toll on the firm. Without a quick solution, Lind could be pushed into bankruptcy.
Bob Williams, the CEO of National Public Broadcasting (NPB), was considering an unsolicited offer to purchase the company in the early spring of 2006. The company was a media underwriting representative for public television and radio stations throughout the United States. When Mr. Williams and his wife Linda Williams started NPB in 1996, they had imagined that it would grow quickly and be acquired by a larger media representation firm in a few years. But the business proved to be more complex than they had anticipated with slower growth and less interest from strategic acquirers and, as a result, Mr. Williams had been running NPB ever since. The unsolicited offer gave the Williams and their partners the potential opportunity to realize a significant cash payment for the business. The case explores the impact on the sale of the ownership structure decisions that were made when NPB was formed and the complexity of the sales process for small businesses.
Greg Mazur decided to purchase a small business after graduating from the Harvard Business School. The case explores his decision about whether or not he should finalize his deal to purchase Great Eastern Premium Pet Foods, Inc. ("GEPP"). It gives students the opportunity to consider his search process, his due diligence about the company, his post-purchase plans, his valuation analysis and the structure of the potential transaction.
Nashton Partners was a search fund founded by two HBS MBA's that raised $500,000 to finance a search for a company that they could purchase and then run for the next five to ten years. The case examines the search fund structure, the two-year search, and two potential acquisitions.
Riverview Technologies was a Stockholm, Sweden-based company that had developed software hedge funds. After spending more than a year in an organized sale process, the winning bidder had become increasingly difficult to work with and the closing had been substantially delayed. Despite the late stage of the process, the selling shareholders were considering walking away.
In 2007, the Red Hen Baking Company was deciding whether to move from its cramped and inefficient facility to a new facility. It had been in business about 8 years, and 2006 was the first year RHB realized a profit that was over $50,000. The added annual cost of the new location was about $58,000 and would require a $300,000 build-out. While the owner of Red Hen was excited about the possibility of a new, efficient bakery, he wondered if it was worth the added expense and risk.
The founding CEO of Triple Point Technology, Peter Armstrong, was considering the sale of the company. The company specialized in providing its clients with software used for transaction processing and risk management in various commodity markets. Triple Point Technology had grown substantially in its 13 years of existence and potentially was a source of a significant amount of wealth for its owners. The sale was prompted by a co-founder who wanted to sell his share of the business. The case explores the rationale for owners to monetize at least a portion of their company's value, the sales process, and compares two different offers from the perspective of the company's executives that will have a significant continuing interest in it.
Ruback, Richard S., and Royce Yudkoff. "Triple Point Technology." Harvard Business School Case 211-057, December 2010. (Revised January 2013.)
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Talent Partners' CEO was very successful at growing the business and establishing its leadership position. He was compensated with a mix of salary and options and he did not own any equity in the company. The options were set so that if Talent Partners achieved its financial plan over the next five years, about half of his total compensation would come from the options.
Talismark, which helped its customers manage their waste, was considering re-engineering its business fundamentals to dramatically increase profitability by changing its sales and information processes. Implementing the changes would be expensive and would interrupt its new customer acquisition efforts, and it would be 18 months until the company could begin to acquire new business. The case explores the rationale and consequences of re-engineering a business.
Next Street Financial, LLC was a modern merchant bank that provided high quality advisory services and capital to small- and mid-sized inner city businesses. Next Street was a for-profit business that aimed to increase the growth, profitability and success of its client companies, thereby enhancing economic development, wealth and job creation in the inner city. The advisory component of its mission seemed well underway but raising a fund to directly finance client companies had proved challenging. As Next Street considered expanding its capacity to help clients achieve their growth potential, the firm was deciding between raising a fund or focusing its resources on expanding its abilities to more effectively help its clients obtain financing from other institutions.
Briggs Capital was a regional mergers and acquisitions advisory firm that helped owners to sell their small firms. The case presents a company that was for sale in the fall of 2010—a troubled manufacturer of post and beam style homes and log homes. Using the actual information that was available to potential buyers, students evaluate the potential acquisition.
ALAC was a small importer of specialty industrial chemicals. The case explores the different financing alternatives to facilitate the company's explosive growth in working capital. At the end of 2009, the company was awarded the United States distributorship for the specialty chemical di-isononyl phthalate (DINP) from a large Taiwanese producer and had almost tripled its sales in 2010. It expected to double its sales in 2011 and to dramatically increase its profits. ALAC critically needed to obtain financing for the explosive growth in its inventory and accounts receivable balances.
