By: Dexter Braff
After 20 years and more than 325 health care deals closed, we’ve seen a lot.
Here are some things we’ve learned.
If someone says, “it’s business, nothing personal,” it isn’t, and it is.
Nothing good can happen between a letter of intent and closing.
EBITDA: Earnings Before Inventive Theories of Deceptive Accounting.
PTSD: Post-Transaction Stress Disorder.
The easiest way to buy a nice, small company is to buy a big one…and wait.
Time is the enemy of all deals.
The best deals are often the ones you turn down.
Run your business as if you will own it forever because you might.
The most powerful negotiating tactic is silence.
No seller has ever heard the words, “turns out your EBITDA is higher than you thought.”
A deal must die three times before it closes.
Expressions of interest are merely expressions of interest to stay in the process.
If you really want to know about a business owned by a husband and wife, ask the wife.
If a specialty pharmacy is for sale, the price for one of their drugs will be cut within 30 days of closing.
Preemptive offers are made to preempt the auction process.
Sell-side intermediaries never run an auction; they run a “process.”
In hot markets, would-be sellers overlook when it wasn’t.
We refer to those that pay claims as “payors” vs. “payers,” because they pay, OR they don’t.
More value is lost in determining the “right” EBITDA than the “right” multiple.
In mergers and acquisitions, conventional wisdom is often conventional, and wrong.
When it comes to due diligence, a simultaneous root canal and colonoscopy may be preferable.
In negotiations, logic is overrated.
When parties agree to a deal, lawyers will “fix” it.
Cutting edge is great. Bleeding edge, not so much.
After closing, the buyer’s account of the multiple will always be lower than the seller’s.
The most expensive transactions are often the inexpensive ones you decide to fix.
In cashing out, JP Morgan was on to something when he said, “I’ve made a fortune getting out too soon.”
To a seller, accounts receivable over 120 days are still collectible.
To a buyer, accounts receivable over 30 days should be reserved for.
When a seller puts their company on the market, their revenues will decline.
Wire transfers take forever.
And lastly,
In dealmaking, if you’ve seen it all, you haven’t.