Langley's Guide to Life
Friday, July 18th, 2008
When I left my role as COO of Indigio back in January I was extremely excited because I was given the chance to focus 100% of my efforts on a growth via acquisitions strategy. My goal was pretty straight forward from day one.This was to have the results of my efforts in the M&A role result in Indigio being a healthier, more profitable company thus increasing shareholder value over time. The originally vision was to acquire two interactive agencies and/or search engine marketing companies of like size to Indigio. One was to be located near New York City and one was to be located near Chicago. For many reasons, the plan changed rather quickly to focusing on a regional strategy of acquiring smaller Denver based companies or possibly Phoenix based companies. We were actually doing very well executing against this strategy and had located some interested parties in both Denver and Phoenix. And then I came across Bridgeline.
After doing some initial review of Bridgeline, it was very evident that Indigio would make an excellent addition to their acquisition portfolio. I sent Bridgeline an introduction email and described what Indigio did.
Apparently they felt we would make a good addition as well as things moved very quickly after that. Bridgeline came to Denver to meet with us and see what we were all about. Tim Higgins and I went to Boston to meet with them and to see their corporate offices. Along the way we started sharing information relative to a potential merger. This helped us to agree on the basic terms and then the fun started. The due diligence process! Let’s just say that the management team of Indigio did an unbelievable job of putting together the diligence items while they continued to keep Indigio running at full speed. A real tribute to all of them because I am making this process sound easy and it is anything but easy when you are dealing with a public company. It is time consuming and for the wrong individuals could have been very defocusing. The management team didn’t miss a step.
The final merger agreement was inked in Denver on June 30th and the announcement was made the morning of July 1st. For more information on the announcement, go to http://www.bridgelinesw.com/page.aspx?content=402hk.
For me personally, this was mission complete. I moved into the M&A role on January 23rd. The merger was complete by June 30th and I still find that to be truly amazing. In addition to Bridgeline, I also got the opportunity to meet so many interesting entrepreneurs of interesting companies along the way. That alone made this all worth while for me but for the Indigio shareholders, employees and customers it was important that I execute on the original goal. I can say I feel very good that Indigio comes out of this merger as a healthier, more profitable company and I think it is safe to say that this was a win for the Indigio shareholders.
MISSION COMPLETE!
Tuesday, June 24th, 2008
I have just returned from 8 days of vacation on the Hawaiian island of Oahu. I was there with my daughter as she was participating in the Far West Regional Soccer Tournament. Her team won the Colorado State Cup title and represented Colorado in the tournament in the Under 12 Girls division. We had a great time. She had fun playing soccer and she loved spending time at the beach. On a trip to the North Shore she had the opportunity to see lots of sea turtles literally swimming a foot in front of her. We also spent a fair share of time shopping in the local international market buying gifts for her brothers and her friends. And we found time to consume a couple of chocolate shakes along the way.
The only downside to the trip was my instant addiction to a local Hawaiian dish called loco moco. It is primarily responsible for the extra 7 pounds I brought back from Hawaii. The Loco Moco is a dish unique to Hawaiian cuisine. There are many variations, but the essential loco moco consists of white rice topped with a hamburger patty, a fried egg, and brown gravy. I believe I ate it every morning for breakfast except for one morning I chose to go with traditional bacon and eggs.
Now it is back to the gym where I will dream about loco moco as I try to undo the damage.
Friday, May 30th, 2008
After reading Ryan’s blog on how was mistakenly identified as Adam Foote, I decided to share that I am ofter mistaken for Jaleel White. You decide.
Friday, May 23rd, 2008
A few posts ago I wrote about the Term Sheet and the role it plays in an acquisition/merger. In the post before that I wrote about generally being excited about things in my world and my last post talked about picking the right partner to potentially merge with. So just for grins, let’s touch upon the due diligence. If you want an official definition of due diligence then go to Wikipedia or Webster or Investopedia.
Once a Term Sheet or Letter of Intent (LOI) is executed between two potential merger partners, you typically enter a phase where you do more thorough due diligence. This is where each partner can verify and validate that the information provided to them by the other party is accurate. Remember, this information was initially used by each partner to frame up the terms of the deal they want to complete. So if there are any skeletons in the closet for either party, due diligence helps uncover that information. Hmmm, maybe that statement is not the best way to state what I mean. Due diligence helps each party feel good about the deal they are about to make. That is a little more glass is half full. If something comes up that is unexpected, it may become a point to be re-negotiated for the final merger/acquisition agreement. If the parties can not come to agreement on new modified terms caused by inaccuracies uncovered during due diligence then typically they can decide to walk away from doing the transaction.
The duration and depth (amount of detail) of due diligence depends on lots of factors. Some simple ones are things like how big is the transaction? What is the amount of risk involved? How well are the financials for each company maintained? Have the companies followed Generally Accepted Accounting Principles (GAAP)? What contractual obligations exisit that the other party should know about? It can, and should, also include doing diligence on the management team members, company strategy and growth plan. And the list goes on. There are many companies that make their living doing nothing but helping companies do proper due diligence.
So I will finalize this post by restating that I feel really positive about some of the potential options I see at this point. I also realize that these options are not destinations but instead just another step on the path of the journey we are on.
Wednesday, April 30th, 2008
I am finding that selecting the perfect merger partner is a lot like selecting a prom date. Thinking back to my high school daze..uh…that is days, I remember that there were lots of girls that I could have asked to the prom. When I started seriously thinking about prom, I remember my first thought was that I needed to ask someone fast. Get it locked down. That is the goal, right? To make sure you have a prom date. My thought process was something like this. Okay, who to take? How about her? Or maybe her? Or maybe…wow, this is serious. There are a lot of girls in this school. I can’t just ask the first one that comes along because what if a better date presents itself. And I can’t really imagine taking two girls to the prom at the same time. While interesting, it would divide my focus and probably wouldn’t turn out well. I should take some time and think about this. Make sure I ask the right girl. Do I ask a girl I know well and have built a friendship with or do I ask I girl that I don’t know but that I think I am attracted to? Do I ask someone from a different school? Do I ask a senior? Junior? Sophomore? Unbelievable how many options there are. I definitely want to go with someone that I will get along with. Girls everywhere. So many options.
So I started to prepare a mental list of girls I knew and girls I wish I knew and even fantasy girls I had not yet met. My list was in order of which girls I would like to go to the prom with the most. I then had to apply some simple filtering. Which girls did I actually have a chance with? There went the fantasy options. And the head cheerleader. And…well let’s just say the list got a little shorter. Now that I had a solid list I was free to ask…hey…what is that other guy doing? He is asking a girl on my list. What!?!? Someone beat me to punch. And then I started to panic about who else might ask the rest of the available girls before I got to them. I mean, even if I was a better option, would a girl that had said yes to someone else now go back and tell her prom date that she changed her mind so she could go with me. What would that say about the girl? So confusing.
Now the funny part about this was that it didn’t really hit me that the girls were doing some thinking of their own. Before panic set in, I just kind of figured they were waiting patiently for me to ask. I am betting their thought process went something like this. Do I even want to go to prom? I guess it depends on who asks me? Do I want to go with a friend or am I holding out for the captain of the football team? What if someone I don’t know asks me? What if someone from a different school asks me? If someone asks and they are okay but not ideal, do I say yes? What am I really looking for in a prom date? Do I ask someone? Oh the options.
And they started to mentally create their own list of possibilities.
Now it is a matter of timing and luck. Can you ask the right girl at the right time? Ask too early and she is likely going to hedge her bet and potentially wait for a better offer. Ask too late and well it is too late. Panic and ask the wrong girl and then you will likely have regrets. It is really a wonder that anyone actually goes to the prom… other than Becki and Tom.
Well, prom is approaching for Indigio. I can definitely tell you that we are going. I guess the question remains, with who?
