Founder Fears Associated with Private Equity and Acquisitions11.28.18 / David Lemley
Better-for-you food and beverage has become the investment world’s industry darling. And with good reason. All but the most resistant non-believer understands that what we eat and drink and do to stay active have a direct impact on our health.
Combine this with the pace of change that technology affords entrepreneurial business, combined with the appetite for change of the typical technology-minded investor and it is just too fast for most incumbent brands. That’s why the longstanding practice of big companies buying startups to help them stay relevant is in high gear. And there’s no reason your company can’t be one their acquisitions and tomorrow’s breakout brand.
This white paper discusses a set of often unspoken expectations that minority investors, would-be acquirers and founder-owners need one another to understand in order to help you avoid getting swallowed up by anxiety.
The white-hot world of better-for-you food and beverage has more players from the equity world looking to get in before “old guard food brands” can discover the next rising star. A lot of these new players are holding companies and tech investors looking for a way to transition from Silicon Valley thinking to something more holistic.
This better-for-you flurry has got a strong head of steam. According to foodbusinessnews.net, the number of food investors has doubled in the last 5 years. Food has so much interest that its seems as though food & beverage investments now outnumber technology investments.
But this capital-infused high comes with its own challenges.
Food & Beverage Brands' Key Investment Players
The tech investors tend to make their money by pushing people and systems to the edge. They are not accustomed to being in the people business and, sometimes, can have the attitude of disposable people and disposable relationships. Tech investors love ABC’s Shark Tank and sometimes fancy themselves as the sharks (and that is okay as long as the brand’s founder is aware).
Founders create a gem of a brand with their own tears, blood, and sweat. They live and breathe their company culture (even if it’s bad). So, while they are looking for capital to grow their organization, they are often reluctant to bring in partners who have a track record of being heavy-handed in operations, equipment, HR, and, well anything other than sales, marketing, and funding. This isn’t because the founders don’t understand these key areas as being critical to building meaningful, operationally significant brand systems. It’s more primal that that. Many founders, when faced with the specter of an investor putting multi-expert-hands in their proverbial pie, simply recoil. It makes many of founder-owners feel that potential equity partner or investor is only about growth at all costs — and when they don’t talk openly, the relationship is bound for the therapist’s couch (at best).
To work through this, the founder needs to ask questions of the core acquisition team and talk to other brands in their past and current portfolio. This is the only way to discover if the investor’s normal mode of growing an acquisition fits well with the culture of the current brand.
What Investors Need To Understand About Founders
Food and beverage brand creators are running on emotion and will likely question their gut instinct in the face of investor bravado.
Once contractually together, investors will often push for changes that the founder owner hadn’t anticipated. This can be resolved during the due diligence phase if the founder owner can look at and ask the following important (and often undervalued) question. Will my new partners possess and behave with the same moral compass that we used to build this business?
Food & beverage founders face a common set of fears when seeking investors.
- Founders fear that the industry may perceive them as a sell-out, especially if the acquiring entity and/or investor do not allow the brand to continue with the moral compass they created.
- Founders are weary that the earn-out portion of the deal may remain unattainable if the acquiring company’s pro forma is merely lip service in an attempt to calm the their nerves. The founder is concerned that the EBIDTA demands of the acquiring entity will put pressure in places inside the organization that will change the company’s stance on ingredients, sustainability, and hard-earned business relationships. So, in a worst case scenario, the founder could be labeled a sell out, not get paid, and be seen in the industry as having been bamboozled by people with deep pockets and a shallow conscience.
- They are not gonna “get” me, and I will be stuck reporting to a room of accountants and analysts who don’t believe in the brand beyond the balance sheet.
Investor Types: Which Is Best For Founder-Owners?
As a founder owner of a food & beverage brand, you will sleep better if you know and understand your would-be acquirer’s investment strategy. Are they looking for quick flips? Will they invest strategically in building the company out the way you envision or will they default to a specific point of view once the deal is inked?
Here is a simplified view of common equity partner philosophies.
- Moonshot investors think like Google and Apple. These investors buy a bunch of thought-leading brands and let them fight it out in the court of public opinion, believing that, eventually, one of them will be amazing and a must-have for everyone. The other brands are left to languish, fight for resources and ultimately go away. After all, there can only be one Siri.
- Spendthrift investors search for brands in distress so that they can acquire them at a bargain. Hostess and Necco Wafers and are great examples that happen to share the same acquiring investor. Roundhill Investments has made a name for itself by acquiring and growing nostalgic brands that have fallen out of fashion with consumers. Hostess is well on its way, It will be fun to see what they can do with the beloved Necco brand.
- Aggregator investors are looking for ways to make their marquee brand better. This is great if you have an ingredient-focused brand, or have product that is more than the sum total of its ingredients. But it gets risky if you think you have a consumer-facing brand but are making most of your revenue in bulk or private label.
- Shepherd investors look for brands they can guide to greatness. As conventional food companies see more consumers choosing innovative natural, organic, and better-for-you products over legacy brands, they are seeking ways to meet that demand from acquisition to early-stage investments, and they have demonstrated a willingness to pay high multiples. These conventional food organizations are best suited to make acquisitions like Hormel (acquiring Applegate) and WhiteWave foods (acquiring Vega).
Obviously the best kind of equity partner for a founder-owner who wants to stay involved is the shepherd investor. But how does a founder-owner determine precisely what kind of investor they are talking to?
We recommend having a list of prepared questions about their business practices and their past wins and losses (as well as references from both). Here is starter question to ask a potential investor:
In the last three years, what has changed the most in our industry?
They should be able to speak candidly about the changing nature of consumers, the evolution of their preferences and behaviors, and connect these insights to your brand.
Many other situationally appropriate questions can be formed through a meaningful SWOT analysis prior to getting into due-diligence conversations.
For both parties it comes down to fierce, upfront dialogue. Be true to yourself and your vision from the very beginning. Listen, ask hard questions, answer boldly and with vulnerability, and whatever you do, don’t tell them what you think they want to hear.