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How Is A Successful Leverage Buyout Of A Public Listed Company Executed?

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A successful leveraged buyout (LBO) of a publicly listed company involves several key steps, which include identifying a target company, securing financing, negotiating terms, and executing the transaction. Here is a detailed breakdown of the process:

1. Identifying the Target Company

  • Market Research: Identify potential target companies that are undervalued, have strong cash flows, or possess strategic assets.
  • Due Diligence: Conduct thorough due diligence to understand the target company’s financial health, management team, market position, and growth potential.

2. Securing Financing

  • Equity Investment: The acquiring firm, typically a private equity firm, provides a portion of the capital as equity.
  • Debt Financing: The majority of the purchase price is financed through debt. This can include:
    • Bank Loans: Secured and unsecured loans from banks.
    • High-Yield Bonds: Issuance of bonds to investors.
    • Mezzanine Financing: Subordinated debt that may include warrants or options.

3. Approaching the Target

  • Initial Contact: The acquiring firm contacts the target company’s management or board of directors to express interest in a buyout.
  • Confidentiality Agreements: Both parties sign confidentiality agreements to protect sensitive information during negotiations.

4. Valuation and Offer

  • Valuation Analysis: Perform detailed valuation using methods such as discounted cash flow (DCF), comparable company analysis, and precedent transactions.
  • Offer Letter: Submit a non-binding offer letter indicating the proposed purchase price, financing structure, and any conditions.

5. Negotiation

  • Negotiation of Terms: Engage in detailed negotiations regarding the price, structure, and terms of the transaction.
  • Letter of Intent (LOI): Sign a letter of intent that outlines the agreed terms and conditions, subject to due diligence and financing.

6. Due Diligence

  • Comprehensive Due Diligence: Conduct an in-depth review of the target’s financials, operations, legal matters, and other key areas to confirm the initial assumptions.

7. Financing Commitment

  • Debt Commitment: Secure commitments from lenders to provide the necessary debt financing.
  • Equity Arrangements: Finalize the equity contribution from the private equity firm and any co-investors.

8. Definitive Agreements

  • Purchase Agreement: Draft and sign a definitive purchase agreement that legally binds the parties to the terms of the deal.
  • Financing Documents: Prepare and execute all necessary financing documents with lenders.

9. Regulatory Approvals

  • Regulatory Filings: Submit required filings to regulatory bodies, such as the SEC in the United States, for approval.
  • Shareholder Approval: If required, seek approval from the target company’s shareholders.

10. Closing the Transaction

  • Funds Transfer: Transfer the funds from the lenders and equity investors to the selling shareholders.
  • Change of Control: Implement the change of control and restructure the target company’s capital structure as planned.

11. Post-Acquisition Integration

  • Operational Changes: Implement operational improvements and strategic initiatives to increase the target company’s value.
  • Debt Repayment: Use the company’s cash flows to service and repay the debt incurred during the buyout.

Key Considerations

  • Leverage: The success of an LBO relies heavily on the appropriate use of leverage, balancing risk and potential returns.
  • Management Team: Retaining or replacing the management team to ensure successful execution of the post-acquisition strategy.
  • Exit Strategy: Planning an exit strategy (e.g., IPO, sale to another company) to realize returns on the investment.

Each step requires meticulous planning, legal and financial expertise, and effective execution to ensure a successful leveraged buyout of a public listed company.

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Beyond Repeated Failure: Defining a Strategy Triad

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Studies consistently show that most strategic plans fall short.

The reasons are varied, but a common mistake stands out: teams often assume they understand “strategic” planning, only to end up misguided, compromising their organizations’ success. Often, what they call a “strategic plan” lacks real strategic thought.

How Missteps Occur

If you’ve ever reviewed a company’s strategic plan, you’ve likely seen a list of ambitious goals. They may be grouped in catchy ways, but as you read through, doubts surface. Why?

You sense the organization may lack the resources or focus to achieve all these objectives simultaneously. The longer the list, the more you suspect it may be abandoned when daily issues arise, with lofty goals slipping out of view.

Redefining “Strategic”

One way to prevent this common pitfall is to rethink how we use the term “strategic.” Today, the label “strategic” is often used casually to signal importance, so much so that it’s lost its impact, and audiences tune it out.

This isn’t just a communication issue. When teams invest time in a strategic retreat, they expect the final plan to be truly strategic, yet often that’s not the case.

Typical brainstorming sessions encourage a mix of ideas and positive intentions without much structure. The result is often an extensive report of hopeful outcomes, which can look similar to other plans within the industry—ultimately, another reason for failure.

Enter the Strategy Triad

Peter Compo’s book *The Emergent Strategy* introduces a helpful redefinition of “strategic” by proposing a triad approach:

1. Aspiration: A meaningful, challenging goal that requires effort and won’t happen automatically.

2. Bottleneck: The main obstacle preventing the organization from achieving its aspiration(s).

3. Guiding Principle: A decision-making rule to help navigate actions that address the bottleneck.

Consider a store aiming to increase profits. If the biggest bottleneck is low brand recognition, the guiding principle could be to improve brand awareness through multiple channels—online, in-store, and through partnerships.

Applying the Strategy Triad

At a recent strategic planning retreat, a leadership team was challenged to apply the triad. Initially, it was difficult; identifying bottlenecks from new perspectives required collaboration and creativity, especially without cross-functional data, which led them to rely on firsthand experiences. Yet, they successfully defined bottlenecks and guiding principles that empowered employees to align their daily choices with the strategic plan. This alignment is what leaders want but is often rare.

Why Alignment is Rare

Leadership teams often avoid the challenging, healthy conflict required to build a robust strategy triad. They may take the easier path, creating lists of goals rather than diving into critical strategic planning. Alternatively, when discussions become too heated, leaders may intervene prematurely, cutting off debate and limiting essential buy-in.

To achieve meaningful alignment, it’s important to work through differing viewpoints until agreement is reached. Though challenging, this process builds the intellectual and emotional commitment needed for successful execution. By persevering through difficult conversations, leaders can significantly improve their strategic plans’ success and longevity.

Found this topic interesting? You may want to delve into my long-form content in my JumpLeap Strategic Planning Newsletter/Podcast.

Francis Wade
JumpLeap NewsletterPodcast

Framework Consulting
http://blog.fwconsulting.com : http://fwconsulting.com

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Gig Economy Players Looking To External Partnerships, As They Seek New Avenues Of Growth.

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“If you did a bad job with the delivery, all the other benefits are not that attractive,” he said. “The core value proposition is: Did you have a great experience across selection, quality and affordability using the underlying product? Are you using us for restaurants and other categories? That is what is going to differentiate us.”

 

DoorDash Inc. Chief Executive Officer Tony Xu has spent the past 11 years building the company that now owns more than two-thirds of the food delivery market in the US, far exceeding Uber Eats (26%) and Grubhub (6%). The app also has a loyal user base, with more than half of DoorDash users owning a DashPass subscription, according to YipitData. More importantly, for investors, the company finally became profitable from its operations in the third quarter this year.

But Xu says building out the product is only 80% of the work to keep the company successful. The rest will come from external partnerships, a strategy that his gig economy peers, including Uber Technologies Inc., the biggest company in the industry, have also increasingly leaned on as they seek new avenues of growth.

The latest effort to boost paid subscriptions is DoorDash’s partnership with Lyft Inc. announced last month. The tie-up is an example of two brands tapping into each other’s customer base to boost engagement without having to merge or make an acquisition. Uber has a restaurant-delivery partnership with Instacart, while Amazon.com Inc’s Prime membership offers a Grubhub subscription perk.

After spending about a decade offering habit-forming services —whether it’s hopping into a stranger’s car instead of hailing a taxi, or opening a door to someone who picked up a restaurant meal and a bottle of wine from the deli down the block — these companies now have a clearer understanding of the competitive landscape. Even as diners returned to restaurants in the post-pandemic era, take-out has become such an ingrained habit that companies know getting customers into a subscription will mean more dollars and time spent on their apps.

So now it’s about finding partners strategically to build a larger system and lock in a more diverse pool of customers. Lyft CEO David Risher had earlier this year rejected the idea of his company offering food delivery on its own because that would keep people at home and exacerbate the loneliness epidemic. But he sees value in joining with the largest food delivery app because it gives millions of DoorDash members “a reason to prefer Lyft” for their rides and provides Lyft a way to compete better with Uber, which offers rideshare and delivery.

For DoorDash, which launched its membership in 2018, three years earlier than Uber, the deal offers customers Lyft discounts in addition to the existing benefit of free access to the ad-tier version of the Max streaming service. DoorDash is also getting new customers through an expanded partnership that offers certain Chase card holders a free subscription and discounted orders. These external perks have helped it maintain a lead on user penetration over the Uber One subscription. (As of September, 42% of Uber Eats users were subscribers, per YipitData. That percentage is lower if all users including rideshare customers are counted.)

Keeping subscribers isn’t easy, however. According to Bloomberg Second Measure data, only 35% of annual DashPass subscribers who made their first membership purchase in September 2023 were retained after a year. Annual subscriptions to Instacart+ show similar numbers with a 32% retention rate. (These figures do not include free trials and free subscriptions through credit card or other partnerships.) The real challenge will be finding creative ways to retain paying users, or at least keep them in the ecosystem so it’s not as costly to acquire them again.

DoorDash Chief Financial Officer Ravi Inukonda said the data doesn’t reflect how membership really works. The company has increased the flexibility it gives to accommodate consumers’ lifestyles with monthly, annual and student plans. “If you’re traveling with young kids, or you’re traveling in the summer and you want to put the program on hold, that’s completely OK with us,” he said.

These people who churn off the membership program are not leaving DoorDash, Inukonda said. And the company is confident in earning their membership back through offering more benefits in the future, as well as through the core product delivery service, which includes not just restaurant takeout, but also alcohol, grocery, makeup and even mattress deliveries.

“If you did a bad job with the delivery, all the other benefits are not that attractive,” he said. “The core value proposition is: Did you have a great experience across selection, quality and affordability using the underlying product? Are you using us for restaurants and other categories? That is what is going to differentiate us.”

After all, partners won’t matter if the main product isn’t drawing members. Case in point: Grubhub hasn’t been able to reverse a streak of losses in orders and users, ceding market share to DoorDash and Uber even as it has been offering free food delivery to hundreds of millions of Amazon Prime members since 2022. That is one of the reasons parent company Just Eat Takeaway.com NV announced this week it will be selling Grubhub to startup Wonder Group for $650 million, a steep discount to the $7.3 billion price tag at its peak during the pandemic.—Natalie Lung

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Should Social Media Influencers Use Agents to Negotiate on Their Behalf? A Look at Industry Disparities and Best Practices

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In the fast-growing world of social media influencers, the challenges of negotiating brand deals and securing fair compensation are becoming increasingly evident. Jamie Hamilton’s experience as a style influencer is a case in point. Like many new creators, she negotiated her first big brand deal alone, believing she had secured a good rate. However, she later discovered a fellow influencer on the same campaign, with similar follower numbers, was paid significantly more. The difference? Her colleague had professional representation, while Hamilton did not.

As the influencer marketing industry is projected to hit $24 billion by the end of 2024, with further growth expected in the coming years, the question of whether influencers should hire agents or negotiate independently has gained prominence. While some creators navigate this landscape on their own, others rely on professionals to secure deals, leading to a wide disparity in earnings and opportunities.

The Wild West of Influencer Marketing
Influencer marketing, despite its maturity, remains highly unstructured. Creators act as independent contractors, with no official market rate for content creation or promotion. Pay secrecy is widespread, and there is little transparency in how brands assign value to influencers. This lack of standardization has resulted in significant pay disparities, particularly among marginalized groups.

For example, reports show that plus-size and Black influencers often receive lower compensation than their peers despite similar audience sizes and engagement rates. Hamilton’s experience with pay inequality is echoed by numerous influencers, revealing a consistent pattern of underpayment for creators who do not fit a brand’s traditional image.

The lack of formal structures means that influencers often operate without the legal protections or support systems typical in other industries. Creators frequently face rapid rises and falls in their careers, with little recourse if brands decide to pull back from campaigns or cut budgets. Additionally, child influencers — some of the youngest in the field — face precarious working conditions, with only two U.S. states requiring parents to set aside a portion of their earnings.

The Role of Agents in Leveling the Playing Field
Given these challenges, many influencers are turning to agents and managers to represent their interests and navigate the complexities of brand partnerships. Agencies and management firms provide several advantages, including:

Negotiation Expertise: Agents bring a deep understanding of industry standards, brand expectations, and market rates, allowing influencers to secure more lucrative deals. They can effectively push back on low offers and demand fair compensation for their clients’ work.

Brand Connections: Agents often have established relationships with brands, PR agencies, and marketing firms, which can lead to higher-quality partnerships and more consistent deal flow.

Contract and Legal Protections: With formal representation, influencers can ensure their contracts include clauses that protect their intellectual property, likeness, and creative control. These professionals also help navigate potential legal pitfalls.

Leveling Disparities: For influencers from marginalized communities, agents can help address pay gaps by advocating for equitable compensation based on reach, engagement, and audience influence — rather than appearance or background.

Some agencies, such as Gleam Futures and Digital Brand Architects, have built reputations for representing top-tier influencers and securing multi-million-dollar deals for their clients. These agencies act as intermediaries, positioning influencers for long-term success while handling the complexities of contracts, fees, and negotiation.

Best Case Examples
A notable case involves Chiara Ferragni, a fashion influencer with over 29 million Instagram followers. Ferragni, who is now considered one of the most successful influencers globally, has representation through a top-tier management firm that helped her grow her brand into a multi-million-dollar business, complete with her own fashion line and global endorsement deals. Ferragni’s success is a clear testament to the power of having expert negotiators who can leverage influence for greater financial gain.

Another example is Jackie Aina, a beauty influencer and advocate for diversity in the beauty industry. Aina has consistently used her platform to push for inclusion, and through her representation, she has managed to negotiate higher-paying, more meaningful partnerships that align with her values. Aina’s success in securing deals with top beauty brands demonstrates how professional management can help influencers amplify their impact while ensuring fair compensation.

The Argument Against Agents
Despite these benefits, not all influencers see the need for agents. Some creators prefer to maintain control over their brand and business, fearing that agents might dilute their creative voice or charge hefty fees. While top influencers may find it easier to secure representation, smaller creators might struggle to justify the cost of hiring an agent, especially in the early stages of their careers when cash flow is uncertain.

Additionally, some influencers have successfully built their businesses through direct relationships with brands. For instance, Emma Chamberlain, a YouTube sensation, initially negotiated many of her deals on her own before eventually bringing in professional representation as her career expanded.

The Future of Influencer Marketing
As influencer marketing continues to grow, the debate over professional representation is likely to intensify. With the industry projected to contribute significantly to the U.S. economy by 2027, creators will face mounting pressure to formalize their operations, especially around issues of compensation and intellectual property. As Alicia Clanton pointed out in her extensive report on the industry, influencers are now key players in shaping public opinion, consumer behavior, and even political outcomes. This level of influence demands more structure and accountability.

For now, creators must decide whether to go it alone or seek professional representation. While hiring an agent might not be feasible for everyone, the benefits of having experienced negotiators at the table cannot be ignored — especially in an industry where pay disparities are rampant, and deals can be as unpredictable as they are profitable.

Ultimately, the choice may come down to the influencer’s long-term goals: Do they want to maximize short-term profits, or are they focused on building a sustainable, lasting brand? For many, the answer could well involve an agent’s helping hand.

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Broadcast Radio Is Not Dead For Jamaican And Caribbean Radio Stations If……

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The headline in last weeks business gleaner read “The Bridge Radio Station Up For Sale”.

The opening paragraph of the article told the story, “After débuting on air with much fanfare nearly three years ago, radio station The Bridge 99 FM is facing an uncertain future and is now up for sale. Two investors in The Bridge, one of the newest FM radio stations in a crowded and dwindling market, have confirmed that they are seeking buyers for the station.”

Target Market

The Bridge, the brainchild of New York-based Jamaican Robert ‘Bobby’ Clarke who heads the Irie Jam Media Group, which operated Irie Jam Radio in the Tri-State area for more than two decades, came on air in August 2021 aiming, as its name suggested, to connect Jamaicans abroad, mainly in the United States, and those at home, through a unified platform.

On-air Talent

The upstart station was able to attract a slate of well-known names to its airwaves, including disk jocks Richard ‘Ritchie B’ Burgess, Kurt Riley and Nikki Z, veteran recording artiste Tony Rebel, retired politicians Ronald Thwaites and Pearnel Charles Sr, and controversial talk show host Dr Kingsley ‘Ragashanti’ Stewart.

But The Bridge failed to attract a significant audience, with more persons turning away from traditional media sources like radio to social media for information and entertainment.

The Question that we have to ask is very clear. Is Broadcast Radio Dead!

In the article Zachary Harding, founding partner of Delta Capital Partners Jamaica, and an investor in The Bridge was asked about the future of FM radio: “There can be money in FM radio, as it is still a popular means of entertainment and getting information. Radio is not dead. However, advertisers now have more options in terms of marketing spend and there has definitely been a tremendous shift towards social media and away from traditional media. This trend will always impact smaller players in the market negatively. However, with the right strategy, you can integrate social media into your strategy to command more loyal listener base and differentiate the station, while providing greater points of distribution. This is exactly what we are doing at CaribStar Media”.

Broadcast radio is not dead, but it does face significant challenges in the current media landscape.

Here’s a comprehensive look at trends and potential directions for making broadcast radio viable in Jamaica and the Caribbean:

Convergence with Digital Platforms: One major trend is the integration of broadcasting with digital and social media platforms. Radio stations are increasingly using live streaming services like YouTube, Facebook Live, and Twitch to reach audiences seeking real-time and interactive content​​.

Local Focus and Community Engagement: Despite the shift towards digital, local advertising remains a strong point for radio. Industries such as retail, real estate, automotive, financial services, and healthcare continue to invest in local radio ads due to its strong community presence and trust factor​. Radio can leverage this by focusing on hyper-local content and community engagement, which digital platforms may not provide as effectively.

Political Advertising: Political campaigns are a significant revenue source, especially in local markets. With political spending on the rise, particularly in swing states, radio stations can capitalize on this by offering targeted advertising solutions​.

Shorter, More Engaging Ads: Long ad breaks can drive listeners away, especially when compared to the ad-skipping options available on streaming services. To combat this, radio can focus on shorter, more engaging ads, including authentic endorsements from popular hosts, which tend to resonate more with listeners​​.

Technological Advancements: The deployment of 5G networks will revolutionize content delivery, allowing for seamless streaming and improved connectivity. This can enable more interactive and immersive experiences for radio listeners, potentially attracting a larger audience​.

Diverse Revenue Streams: Beyond traditional ads, radio stations can explore additional revenue streams such as sponsored content, events, and partnerships with local businesses. This diversification can help mitigate the risks associated with declining ad revenues​.

Content Personalization and On-Demand Options: Emulating successful aspects of streaming services, radio stations can offer personalized content and on-demand listening options through podcasts and digital archives. This approach caters to the growing demand for content that fits individual schedules and preferences​​.

For Jamaican and Caribbean radio stations, adopting these strategies could help create a more sustainable business model in a rapidly evolving media environment. Emphasizing local content, leveraging digital convergence, and exploring new revenue streams are key steps towards maintaining relevance and profitability.

Source: https://jamaica-gleaner.com/article/business/20240710/bridge-radio-station-sale

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Who Is Gervase Warner, Former President and CEO of Massy Holdings?

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Early Career and Rise to Leadership
Gervase Warner, a distinguished figure in the Caribbean business landscape, has been an influential leader in the region. Before joining Massy Holdings, Warner had a thriving career in consultancy, working with McKinsey & Company. His decision to leave this high-profile consultancy role and return to Trinidad and Tobago to work with Massy was driven by a desire to reconnect with family and contribute to the Caribbean’s advancement​.

Tenure at Massy Holdings
Warner’s tenure at Massy Holdings was marked by significant growth and strategic initiatives. Under his leadership, Massy expanded its footprint across the Caribbean and into Latin America, notably increasing its retail, motor, and gas products businesses. Warner emphasized the importance of a strong corporate culture, which he believed was crucial to the company’s success​​.

He also advocated for a regional stock exchange, which he saw as essential for improving price discovery and parity across Caribbean markets. This initiative aimed to integrate stock exchanges from Barbados, Jamaica, Trinidad, Guyana, and the OECS, drawing inspiration from Africa’s Pan-African Payment and Settlement System​.

The Whistleblower Incident and Resignation
Warner’s leadership faced a significant challenge in late 2023 when Angelique Parisot-Potter, Massy’s former General Counsel and Executive Vice-President of Business Integrity, publicly disclosed concerns about a leadership training program during the company’s Annual General Meeting. Parisot-Potter alleged that the program, which involved bizarre rituals and frequent travel to Florida, was misusing company funds. This led to her being placed on administrative leave and eventually resigning​.

The incident sparked internal and public scrutiny, culminating in Warner’s resignation in early 2024, nearly a year ahead of his planned retirement. The abrupt departure raised concerns about the potential destabilization of Massy Holdings and highlighted the challenges of maintaining corporate reputation amidst internal controversies​.

Legacy and Future Directions
Despite the controversy, Warner’s legacy at Massy Holdings includes a strong emphasis on leadership development and strategic expansion. His vision for a regional stock exchange and his efforts to enhance Massy’s market presence have set a foundation for future growth.

Warner’s successor, David Affonso, a 34-year veteran of Massy, was appointed to lead the company forward. Affonso’s experience and leadership within the Integrated Retail Portfolio, which constitutes a significant portion of Massy’s revenue and profit, are expected to guide the company through this transition​.

Insights into Management Style
Warner’s management style was characterized by a deep commitment to leadership development and a belief in the power of corporate culture. He often highlighted the importance of vision, grit, and surrounding oneself with talented individuals. His approach to business emphasized long-term growth through consistent effort and strategic planning​.

Conclusion
Gervase Warner’s tenure at Massy Holdings was a period of strategic growth and expansion, albeit marked by significant challenges. His leadership style and vision for a regional economic integration have left an indelible mark on the Caribbean business landscape. As Massy Holdings moves forward under new leadership, the principles and strategies Warner championed will likely continue to influence the company’s direction and success.

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