MERGING PARTNERS DELVE INTO CONTRIBUTION AND CONTROL

ClearestView Financial Partners (CV Financial) and Best Perspective Capital (BPC) are two New England-based full-service investment advisory firms that are considering a merger.  

CV Financial has three shareholders and is about 5 years old; its principals came from a major wire house. It has grown, mostly through acquisition, to about $2.5 million in annual revenue. BPC has two equal shareholders who have grown their practice to about $2 million in annual revenue, with 3 staff members, over the past 25 years.

Both firms have had formal valuations of their firms and have shared them with each other. Neither perceives significant issues with the financial terms. They are concerned about other deal terms and the cultural fit of the two firms, however.  Though CV Financial has already done two acquisitions, this would be its largest.  BPC considers this to be a merger of equals.

Partnership Background:

The CV Financial partners are in their late 30s and are looking to develop their firm into a regional market dominator. The BPC principals are in their mid-50s and are looking for a long-term plan to expand their practice into a bigger geographic market and gain efficiency from a larger firm infrastructure.  Based on industry metrics they see that they could be more profitable with their current modest growth rates.

While CV Financial has 25% higher revenue, they have almost 2.5X more clients, though their average client size has been growing. BPC has built a strong reputation and client base of entrepreneurs still in the accumulation phase of their investing lives. These factors were taken into account in the valuations.

Key issues:

  • In terms of ownership, CV Financial would like to integrate the BPC partners based on their pro-rated valuation shares while BPC believes their experience and client base makes it important for them to have more significant decision-making roles at the new firm.
  • CV Financial has put a lot of resources into their branding with a plan to be a significantly larger firm under this brand. BPC is impressed with CV Financial’s branding and marketing efforts, but their strong preference is to come up with a new name and branding for the combined firm.
  • The BPC partners would like to limit further acquisitions for the next 18 months while they integrate their firms. CV Financial partners believes the integration will be very efficient and does not want to limit their opportunities.
  • The compatibility assessments for the five partners showed potentially challenging relationship between one of the partners in CV Financial and both of the BPC partners.  
  • The client fee schedules of the two firms are similar but the amounts, break-points, and firm minimums, as well as significant exceptions to the schedules, add to the complexity of integration.
  • The CV Partners would like to develop a buyout plan beginning in year 7 to begin to buy back the BPC Partner shares. The BPC partners plan to continue to grow their firm and believe this is premature.
  • The CV Financial partners are very focused on firm growth. Though they have young families they dedicate much more time on a weekly basis to the firm than the BPC partners do, or plan to.

 

Results:

  • The partners completed an Ownership Matrix to delve into the implications of the valuations and discuss more subjective issues such as specific skill sets, practice development and expectations of each partner. They used this information to agree on equity allocation and roles in the new firm.  
  • They agreed to implement a more corporate management structure, giving the senior partner at BPC the CEO role for the first two-year period during the integration.
  • The Compatability Assessments laid the foundation for a robust discussion of the ways in which their behaviors could best benefit the firm and areas where communication may be challenging.  A communication plan was developed for each partner and the partnership as a whole.
  • They developed a plan for a combined “client experience” and a plan to best communicate with their clients the rationale and benefits of the new firm including a two-year plan to get uniform fees firm-wide, while retaining a limited number of exceptions based on agreed-upon protocols.
  • They agreed to minor changes to the ClearView name and an updated logo and branding as part of the integration.
  • During the mediation they agreed on metrics besides hourly work for the partners to measure ongoing contribution and drilled down on flexibility of work schedules.
  • Their Memorandum of Understanding documented their discussions and decisions, a three-month timeline to formalize deal terms with their attorneys and benchmarks for the first six-months of their integration plan.
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