Navigating major international deals requires a great many attributes: an immense knowledge base, the ability to familiarize oneself with the workings of each country’s legal requirements, and an almost inherent tendency to understand what each involved party is anticipating professionally and culturally. Among the very best in the world at this is Julie Comer, who has enabled many deals between entities in France, the U.S., China, and the U.K., among others. Ms. Comer has proven herself as a leader in the field and a professional who is recalibrating what is possible in the marketplace. Much is expected when deals in the millions, billions, and even trillions are in play. Of course, no one is content unless they feel that their situation has been improved by a great deal; something which Julie has proven extraordinarily gifted at achieving. Her work at NYC based Lazare Consulting as a Mergers & Acquisitions Expert and Financial Analyst has been an essential part of massive deals for Adwanted (ranked 51st in the FrenchWeb’s 500 highest performing tech companies in France), Baozun’s (China’s biggest e-commerce agency with nearly $1 Billion in market capitalization), Full Jet, and many more. Julie Comer truly understands what is happening now with international acquisitions. There is no better source than her for those seeking insight on this timely topic.
A professional like Ms. Comer is always aware that there are factors which fall outside the normal spectrum of her work and can influence a deal. Working on the Mediatel Group (media industry leader in the UK for data, software and events/news, with €10 million revenue in 2021) acquisition by Adwanted, Julie had poured over copious documentation for profound insight, refined financial projections, and built financial modeling alongside British law firms to establish a clear picture for both entities. Even so, it was the subject of leadership’s retention which became most pivotal. She relates, “When I was working on this, the challenge was that the founder did not want to stay on board after the deal. He stepped down from his CEO role a few years previously and was acting as the chairman. The leadership team was very knowledgeable and critical for the business to keep growing but did not have long-term retention. In a situation such as this, you need to ensure that the leadership team will stay on board and have the right incentives to grow the business to increase the chance of an acquisition success. In order to ensure retention, leadership needs to have skin in the game. It is why we implored Mediatel shareholders to grant shares to the first line of management as a prior condition to any deal with Adwanted. Once done, we built a deal structure with two key mechanisms: a one-off payment for the shareholders who did not play any critical role in the business and earn-out payments over a few years for the management team that we wanted to retain. Basically, the more they grow the company, the bigger their earn-out.”
In many cases, leadership displaying their level of commitment is the catalyst for a successful acquisition abroad. Particularly in the United States, it’s imperative for the CEO of a foreign company to be present and involved. Julie illustrates, “We [Lazare Consulting] are currently working with a mid-size European IT innovation and transformation consultancy that wants to grow in the US by acquisition. Although they currently have a relatively small presence in the US, one of their leaders moved to North America to facilitate external development. This is a key demonstration that they understand this core principal of international expansion. The CEO must establish a trustful relationship with the potential targets and understand the cultural difference between the parties. He/she is the most legitimate person to lay out the company’s future vision and describe the company culture and values with the potential target. When the parties are aligned on the future vision, it is easier to negotiate the company’s valuation. This is important because valuation is always a very sensitive subject for the buyer but it’s vital for both parties to align on the terms of the contract.”
Along with these key points about what needs to be done to aid successful acquisitions in the United States, Ms. Comer warns that one of the most common mistakes she sees is the lack of granularity when preparing an LOI (Letter of Intent). While careful scrutiny is given to so many aspects, Julie concedes that all too often haste has led to complications. Entrepreneurs may make the error of wanting to sign the LOI quickly and move on without addressing critical points, which can endanger the deal. She specifies, “The LOI should cover all the commercial points, lay out the deal’s vision, the target management’s new position and responsibility, and the valuation’s key principles (formula, multiple, mechanism). Laid out this way, the LOI becomes a detailed basis for the lawyers to draft the final contract and it reduce the number of burning negotiation points when finalizing it, saving time and money! It is easier to discuss the critical points during the LOI process when lawyers are not yet involved. It allows to keep the conversation among the operational members and get a business-oriented mindset.” Following the points which Julie Comer has presented here will greatly increase the possibility of successful acquisitions when time and costs are profoundly impactful.
Writer: Coleman Haan