August 28, 2024
00:00:02 – Jacob Koenig
All right, welcome to the show. Our guest today is Brian Shields. He’s a partner at Handoff Partners. Brian, thanks so much for joining us today.
00:00:10 – Brian L. Shields
Jacob, thanks for having me. I’m really excited to be here.
00:00:13 – Jacob Koenig
Excellent. So, Brian, you’ve had a really diverse career spanning two decades in investing, executive roles, entrepreneurship. Could you start by giving us a bit of an overview on your journey and how you got into the m and a space?
00:00:26 – Brian L. Shields
Yeah, sure. So when I was in college, I had a professor pull me aside and say that I should go check out some of the banking internships that were having interviews on campus. And I was like, why would I want to go be a teller at a bank? That’s not what I came to college for. And I discovered that he meant investment banking. And so that sent me on a journey into New York, working in the private equity group at an investment bank, then working at a firm. So I started out in m and A, and over time realized it’s one thing to look at numbers on a page and say this thing is more valuable than that thing, and it’s a totally different thing to actually make the thing more valuable with my actual two hands. And so I, you know, I believe that the best investors are people who know how to operate and are entrepreneurial. And so I decided to send myself on that journey and I’ve been on it ever since.
00:01:17 – Jacob Koenig
Excellent. I like that. You know, I think I, adding value, that’s for the whole entrepreneurial spirit here, is creating that value in society. And I think entrepreneurs really, and investors in entrepreneurial businesses really maintain and drive that spirit. So definitely appreciate that. And as a partner at Vaio Management, your previous firm, you led the acquisition and turnaround of Hill and company property management and Pacific Union property management. Could you walk us through a little bit of that process, the challenges that you faced in those integrations and, and your eventual exit from, from Vio.
00:01:55 – Brian L. Shields
Sure. So, um, at, to set the stage, I was at a venture capital backed property management company, and we, part of our growth strategy that I was leading was to acquire property management companies as revenue, which was great. And in a couple of years, we did twelve acquisitions. And I probably looked at 50 businesses. And I learned one really key thing, which was, oh, these are really good businesses. If you don’t mess them up, they can just be cash cows. And so I thought that that could be a really interesting opportunity for me to take over and have a chance to see, try my hand at running a business. And so I’d looked at a bunch of deals before I got an opportunity with Hill and company to actually close on one. So I did, and that was in December of 2019 and in March of 2020, Covid happened. So the whole plan we had kind of went out the window because we had to make a bunch of significant changes, which ultimately made the business better. We modernized the technology and the infrastructure. We changed a bunch of the processes to align with some of the best practices for customer service that I’d seen in a bunch of other businesses that I had either invested in or worked at. We brought in new talent who was really hungry and really excited to deliver the kind of customer service people talk positively about, which is our motto. And. And then we got the opportunity to acquire a second business and bring that in together. And so, um, all of this kind of led from. Came from a place of focusing on how to do right by the customer. Like, the. The thing that I always ask myself when I’m looking at a new business or I’m thinking about a new product is, how does the customer experience this? And then if I can work backwards from that, uh, in the context of operating an existing business, it’s like, cool. If that’s how the customer experiences this, then how do I make the pathway for me trying to give them that thing, to them getting the thing as simple and as efficient as possible and exceed their expectations? And that’s kind of what drove our success at Hill and company. And we started getting on, like, best property management lists and all that stuff, and that attracted some interest from some outside people, which ultimately led to an exit.
00:04:09 – Jacob Koenig
Right. And that integration of the second business, was that a bit of a challenge in and of itself? And how did you work through that?
00:04:18 – Brian L. Shields
Yeah, actually, that’s a really good question. I will say that acquisitions can be made or broken as much on the intangibles as the analytical part of the deal. What do I mean by that? I mean that if you have one company that is really excited about people and culture and developing an excitement and momentum around how you deliver the work, and then another firm that is maybe more results oriented grow at all costs, there’s more of a quantitative focus, and not to say one is better than the other, but they’re just different. And so integrating those two together can be challenging. And one of the interesting things that we experienced when we acquired the second company is we had a person that we thought could be a senior leader that was coming with that company. And with any integration, you have the opportunity to do a bunch of stuff that makes sure it goes well, and the person was like, cool. Seems like you guys work really hard, so I’m going to get off the train now. That person had been vetted and vouched for by a bunch of different people, and it just didn’t work out. But irrespective of that, that gave us the opportunity to then bring in someone who was super excited about the work that we do and raise the energy level and the scale standard of excellence that we had internally. And, like, did we work hard? Yes, but we also had a ton of fun and connected with each other on a human level. And, like, we just continue to have more people that were in line with culture. But, like, I got stories for days on how the integrations and acquisitions can go wrong just on the people part of it and the culture part of it.
00:05:58 – Jacob Koenig
Yeah. No, I mean, you bring up that point about culture and having that mesh of cultures, or the clash of cultures, in this case, certainly is a challenge for any. Anyone who’s looking to wrap businesses up and create a roll up strategy of this sort. It’s interesting with that individual, was that person who sort of left early on in the process? Was he someone who was an executive of the target company? The second acquisition that you did, they.
00:06:30 – Brian L. Shields
Were effectively the general manager of it. So it was pretty senior. And that would have been a material loss for us if not for the fact that I had already invested in senior leadership at the hill level. And so part of what we were looking to do was set hill up in a way such that it could run independently of me. Like, do I know property management well enough to be dangerous? Am I the expert? No, but I have a really rich network of people in a lot of different industries. So I was able to pull someone who was looking for an entrepreneurial opportunity out of corporate, put them into this role. And so when we brought that new team in, um, we were able to roll it under her, which was really productive anyway. So, you know, there were some bumps in that road, for sure. Uh, I won’t. I won’t downplay that, but because we were prepared for that, and I’m always a big believer in, like, just like, hey, what could go wrong? Let’s at least talk about it, put it on the table, think about it, so that if it does go wrong, we’re not completely caught off guard, but we. We had some infrastructure ready for that, just in case.
00:07:29 – Jacob Koenig
Absolutely, yeah. And it’s a. It’s interesting because it links back to a question that we get a lot from business owners, which is, how are our acquirers going to look at me and my role at my forward. And we have some people who have a very clear idea in their mind. I want to exit the business in three months. And we have others who really don’t know. They’re flexible. They want to go with the flow. Maybe they want to see what it’s like, how the culture works together and so on. And so in this case it was a general manager. But have you had any experiences with business owners who have stayed on and have you worked with them to get them sort of reinvigorated or otherwise to let them go off into the sunset?
00:08:10 – Brian L. Shields
Uh, that’s a good question. Um, so I’ve been at two different companies that have done roll ups where we’ve had options for the owners of the company to stay or to go. Uh, and I’ll tell you, it’s a real hit or miss. Right. Um, the risk that you run, right. In particular, one roll up was like, hey, we’re going to take over and change everything that you do inclusive of the systems in the first 90 to 120 days. The other roll up was like, hey, we just want your revenue and like bolt this all together and we’ll slowly over time, consolidate, spend or consolidate offices and stuff like that. In either case, right? Because one sounds like it could be more jarring than the other, but in either case, change came at some point and the like, who’s in charge always becomes like a question, right? So, you know, one person is used to being able to hire and fire as they want to and then when they realize they have somebody to be accountable to, then they’re like, oh man, like this isn’t working. Or uh, they may think like they may be used to making investments in certain like marketing initiatives or whatever that they think are productive. But when somebody else is writing the check and puts a little scrutiny on it, they get a little uncomfortable. So, so there’s like the change management piece of it’s real and, and that can bleed down to the underlying employees, right. When that leaders discomfort or feeling discomfort, then the employees can feel it too. So that I’m a big believer in, like, I think that those things can work. But you really like the sellers, right? Because I know you have a lot of sellers listening to this is you just need to be very, very clear with yourself about what you are and are not willing to sign up for, right. If you are going to sell a majority stake to someone like me and then stay on, you know, now you are no longer fully in control and that’s a pro thing. Number one, you got to get your head around. Thing number two is, hey, I’m here to work with you and to make sure that we’re aligned and you make good decisions. And I also want to listen to you when you have perspective, because you know a bunch of stuff. But at the end of the day, we got to work together. And just like any relationship, right? We got a. We got a vibe. We got it. We got to get along. So take your time and get to know the person, right? Like, zoom is good. You know, when we look at companies, we tend to try to meet the people in person at some point and, like, more than once. Right. Because, you know, like, when you’re dating, right? Like, you just. You can’t get married off of a first date. So it’s, like, nice to see the person over time. You know, are they consistently showing up disheveled or do they do their hair? Like, whatever? And those things matter, because when it gets hard, and it always gets hard, you want to feel comfortable that when you guys fight or disagree, it’s from a place of mutual understanding and. And that, like, we can talk, like, all kinds of fancy of, like, executive boards and bird equity and all the technical components of it, but what it comes down to is when you, as the operator, are there in the day to day making decisions, making. Dealing with customer complaints, and then you have some person to whom you’re accountable, breathing down your neck or feeling like that, is there trust that helps you get over those hard times and get out of them together. So that’s what I would encourage people to think about.
00:11:20 – Jacob Koenig
Exactly. And you use this terminology, sort of making the comparison to a marriage. And frankly, it’s something we at Woodbridge do all the time. We talk about the closing date being a wedding date, number one, keeping trust into a timeline and then building that trust into the relationship going forward, but also setting it up as a partnership, that it’s more than just selling your business, it’s creating that partnership, especially in those cases where the owner stays on, as you said, to make sure that there is that alignment of vision, that partnership is so crucial for the success of the transaction into the future. So I think it’s a great point and a really apt comparison. So I appreciate that.
00:12:08 – Brian L. Shields
Yeah, I’ll give you, I mean, just as an example of an opportunity that’s on our plate right now and vibes with that. Right. We have a business owner who I’ve known for many years, and they are thinking about selling a majority share of their business. Why are they thinking about selling that majority share because they want to grow, they want to de risk their personal balance sheet, right. They have a lot of debt on their balance sheet, et cetera, and the capital and strategy and resources required to get from where they are to, like, five x, where they are. Like, they just don’t have. They’re really good from zero to one, but from one to five, much more difficult. And so myself and my partner bring some of that expertise and some of that access to capital. But the reason they’re talking to us particularly is because they really like how we’ve always debated and challenged each other strategically. So they’ll, like, you know, again, this is like a friendly person in my network. So they’ll talk to me about their business ideas and I’ll say, cool, that makes 80% sense. Here’s the 20% that doesn’t. What do you think about this? How about approaching it this way? And, like, we’re just very giving, right? We just. They wanted some intros. We made some intros. They wanted somebody to read their documents. We did that. And, like, vice versa. Like, I went to go to their business just to check it out and, like, get a tour, and, like, I. Because I enjoy that kind of stuff. And so that. Right. That relationship in it can feel touchy feely, but I think that that’s really important because, you know, if you’re going to be in this for another five to seven years of this person, you want to make sure those things work. And you can very. You can definitely have a financial relationship with someone that can be successful. Also, I was at an institutional private equity firm for a really long time. Not everybody was best friends, but again, even within institutional firms, firm a versus firm b have very different approaches to how they exist on the board, how they support the teams, how heavy handed or light handed they are with strategic projects at the company. You just have to get to know these things, and I think it just takes time.
00:14:07 – Jacob Koenig
Yeah. Excellent. And, Brian, you mentioned earlier when we were talking initially about VeO, that you had built a bit of a reputation in the industry, that someone actually maybe approached you out of the blue. Is that fair to say?
00:14:24 – Brian L. Shields
So it was a process. My partner and I in that business had intended to own it forever. We were just like, we’re just going to park it and pick up checks and empower this person to be the leader. Great. And over the course of a year, we got a bunch of search fund outreach. Once we started getting on lists, we were like, all right, go away. We understand that we don’t want to hand this over to somebody who’s inexperienced. Then we started getting calls from private equity firms who had studied the landscape and were like, we really love this space and think we should get a platform to grow into it. And that wasn’t what we were looking for either. And eventually, two people in my network within the industry approached me independently about buying our business, and it was like, within weeks of each other. And this was unprompted. And so my partner and I started to take that seriously for two reasons. One, we were thinking, like, oh, we weren’t in the position, frankly. We just didn’t want to go raise a bunch more money to go buy up a few more companies. And we thought, like, maybe we should get a little bigger, and then we’ll be really set to kind of, like, let this run itself. But we didn’t want to dilute our position, right? And then, second, these folks were in position to, like, provide, like, a lot of value for the work that we’ve done. And we had to take them seriously. Like, they understood the business. They were in our market, so it was something we wanted to take seriously. And so, to answer your question, they came from the network effectively, but it had been like a journey of them seeing us over time, us knowing them over time, trading ideas, giving each other updates, just kind of staying in touch. And that led to a mutually beneficial opportunity for us to make something happen on a transaction.
00:16:10 – Jacob Koenig
Excellent. And the transaction itself, could you provide us any details there? Did it go smoothly? Was it an easy in and out, or were there any bumps along the way that maybe we can, we can learn from.
00:16:25 – Brian L. Shields
There? We should have this conversation in a few months. But. But I will say that the, the transit, the transition went smooth for the most part. And, um, but what, you know, what’s interesting, Jacob, is that for me personally, a lot of things happened that actually caused me to experience pretty severe burnout. So those few years leading up to this transaction, Covid happened. I was doing everything to make sure that the business was running successfully, that the team had everything they needed so they wouldn’t burn out, and they were safe, and we did that successfully. Then the transaction came. And as you know better than anybody, those things can be draining when you’re trying to keep a business going and try to figure out a transaction and get diligence done. Um, and so we came to this period in January of 22, and, uh, you know, I, like, had a successful transition, but then I was also really exhausted. And then I had a bunch of life stuff happen right after and we had stayed on with the team. So in the question, to answer the question you asked earlier, like, we were those people that stayed on as owners afterwards. Um, and we went on to acquire three or four more businesses within that platform as well, and grew the, the hOa, services side of the business pretty, pretty large. Um, but I didn’t have the energetic capacity to continue to do it at the level that I had been doing it, like, from a quality and excellence level that I’m used to. So I was really worn out, man. And I eventually had to, um, take a sabbatical and just, just take, take a break, which was hugely, hugely beneficial for me, and I’m happy to dive into it more, but, you know, it wasn’t necessarily the transaction in and of itself that caused that, but it was that as a business owner, I had buried myself so deeply into ensuring that the business was doing better that I didn’t, and I didn’t prioritize myself, and I put myself in a position to be vulnerable to stuff like that.
00:18:18 – Jacob Koenig
Yeah. And as I understand it, you’ve actually implemented a burnout prevention process in your businesses. Could you share some specific strategies or practices that have been effective in maintaining executive well being and performance?
00:18:31 – Brian L. Shields
Yeah, yeah, yeah, I do. So I talked to executives broadly about this, and I even run a retreat for, um, for some people to, to just take a break. And, um, the, the basics are as follows. Right? Number one, uh, know your personnel, and that means, like, understand what their signals are for stress burnout, like low productivity, and make that part of the conversation with the team. Right. It starts, it always starts with the leader. So if the leader is talking about, hey, you know, I’m not feeling 100%, so I’m going to do this because my performance is dipping or whatever, then you make it normal for other people to say, hey, my performance is dipping, I need a break. And in property management, as an example, that’s a 24/7 business. So if people need a break, give them a break, because they’re going to be on all the time anyway. Like, I’m not getting 02:00 a.m. phone calls, so if they’re going to do that, you can take Friday off, dude, that’s fine. So that would be, number one is like, talk to your personnel, and like, yeah. And then I would say, number two, just kind of dovetailing that last point. The, the leader has to do this work for themselves. And this is where I went wrong. I, we gave our team employee wellness days off. Just like, surprise, we would do ice cream socials. We would give people time off for like, medical reasons that they like that. Like, anytime they asked, we wouldn’t even put up a resistance. We would, like, ensure people, like, we would have culture components of our business to ensure that people could talk about their family or crocheting or whatever other stuff and bring their full self to the business. But I did none of that. I worked myself into the ground partially because when you start your career on Wall street, you get used to working hundred hour work weeks, like, work intensity and volume wasn’t new to me. But the responsibility vector on this, as a lot of you business owners out there can appreciate, like, when you’re responsible for people’s payroll and livelihood, you just hold it a little different. And so, I wasn’t taking time off. I wasn’t going to do, you know, nice wellness things that are usually good for my recovery. I fell off of my exercise habit towards the end there. And those are, those are negative signals that, like, I tell, like, whenever I talk to CEO’s and other like, presidents or business owners, I’m like, that’s the very first thing I focus on is like, what are you doing for you? And what is the story you’re telling yourself that doesn’t make it okay for you to do those things?
00:20:59 – Jacob Koenig
It’s really remarkable and important lessons to learn. You know, that self reflection, and again, that leading by example in moving forward, I think it’s key. And I did want to just go back to a little bit about, about the transaction and the burnout effect that comes from that. I think in your case, it sounds like there was no sell side investment banker involved representing you and helping you out. No one in your corner there to take some of that burden off of your shoulders, huh?
00:21:31 – Brian L. Shields
Yeah, that’s a great, I mean, we, for better or worse, we’re like. Because myself and my partner are both ex private equity guys, we were like, we can do this ourselves. And it was a transaction that kind of fell into our lap. But I will tell you, to the spirit of what you’re getting at, uh, as a person who has sold a business as an operator, the value you get from having an intermediary is, is immensely huge for two big reasons. Reason number one, I mentioned earlier, just running the business and trying to be responsive to diligence is incredibly draining. Like, the amount of management meetings and then questions you got to answer and then data you got to pull together and the contracts you got to review, it’s a lot. So getting help is really useful, I would say that’s number one.
00:22:13 – Jacob Koenig
Absolutely.
00:22:13 – Brian L. Shields
And number two, the deal process is wrought with opportunities to be at each other’s throats. Like somebody could say something that just gets under your skin or they don’t respond to an email, like quickly enough, and it’s like they take ten days instead of a week and you’re just like starting to wonder if this is happening and you get resentful and there are all those little, I’m telling you, like that you asked earlier, like, what’s it like for sellers to stay on? That part of it was something when I was on the buy side of a platform that was going to bring in operators, I made a lot of focus on, because if they don’t have a good experience through the transaction process, which look like bad taste in them. Transaction? Yeah, I mean, a terrible taste in their mouth and like there should be some tension, right? Like they should know that you aren’t a pushover and you should feel like they’re not a pushover if you’re going to continue to work together. But, man, like, that sour taste in your mouth, to your point, can be long lasting if it’s done wrong.
00:23:12 – Jacob Koenig
Absolutely. Yeah. And, you know, having someone there who can, who can, you know, take the heat. And frankly, when there’s points that are being discussed and negotiated, sometimes you have to take a sort of a harder approach, point out some of the negatives in the business or otherwise. And, and it’s hard, I think, for a business owner on their own to not take that personally. And so having an intermedia there to help smooth some of that conversation over, be the bad guy where it’s necessary. Take some of that flack. Definitely does make for, as you said, a smoother transaction which leads to a better partnership going forward.
00:23:46 – Brian L. Shields
Absolutely. And if I may, I will say that as a buyer, I tend to appreciate having an intermediary. Let me be clear. Well trained, sophisticated intermediary like the Woodbridge folks involved. Because for one big reason, right, if I’m, if I’m talking to a business and I’m trying to buy them, and, you know, they may be saying, hey, we should get a SaaS valuation for no real reason, but they just think they should get a SaaS valuation.
00:24:14 – Jacob Koenig
I’ve seen that. Yeah.
00:24:15 – Brian L. Shields
Yeah, I’m sure you have. It’s like, hey, all right, cool. Telling the seller, like, the business owner themselves, you’re crazy, is totally different than having a conversation with you and saying, hey, man, can we just be real here? Like, this doesn’t make sense. Here are three reasons why? And if we agree that that’s just not going to work and move forward, everybody feels okay with that, and we can walk away friendly. But if I, like, I’ve had two deals in the last six months where a seller was like, I need like five x revenue. And I’m like, dude, this is the most like, clear definition of a services business. And like, with kind of recurring revenue, but not really because there’s a lot of churn and not a tech company. So why would I pay you SaaS multiple for this? And it made them so angry that they just couldn’t continue the conversation. I was like, all right, man.
00:24:59 – Jacob Koenig
I mean, it’s another thing I think that I’d like to point out the Woodbridge approach, having multiple bids going out to a broader potential group of acquirers, that gives you that sense of, okay, I understand where the average multiple is here on my business. I’m not going to try and pretend like someone’s out there who’s going to pay a crazy multiple that’s out of this range, you know, because you’ve seen it, you’ve brought it to market, and you’ve gotten enough data points there that you can feel comfortable. This is really where the market is.
00:25:32 – Brian L. Shields
That’s absolutely right. And so thank you for doing that work because it makes my life so much easier.
00:25:36 – Jacob Koenig
Appreciate it. So, Brian, that was all I had prepared for us here today. Is there anything else that you wanted to leave with our audience before we wrap up?
00:25:44 – Brian L. Shields
No, I mean, just keep working on your businesses and take care of yourselves. Right? Like, and if you get to a point where you think that a transition makes sense, you know, work with someone like Jacob, or, you know, you can always call me directly, but I think just make sure your evaluation expectations are correct first. If not, call Jacob.
00:25:59 – Jacob Koenig
Perfect. All right, Brian Shields, thank you so much for joining us today.
00:26:04 – Brian L. Shields
Thank you.