As the investment advisory industry continues to mature and consolidate, mergers and acquisitions (M&A) have become more prevalent and prominent. For buyers and sellers, the motivations vary, but for all parties, it’s vital to understand these types of transactions to maximize the prospects of achieving success and minimize the likelihood of a failed transaction.
In this article, we will provide the following:
- A high-level roadmap to help advisers understand the motivations for M&A transactions;
- Common structures for M&A transactions;
- The steps involved and timelines for M&A transactions;
- Common mistakes buyers and sellers make in the M&A process.
Motivations for Adviser M&A
For buyers, there are numerous motivations for entering into M&A transactions. The following are five of the most common:
- Perhaps most common motivation is the opportunity to expand an adviser’s client base rapidly. Established investment advisory firms often boast a loyal and diversified clientele, including high-net-worth individuals, pension funds, and corporations. By acquiring or merging with such firms, buyers can gain immediate access to a broader range of clients, enhancing their revenue streams and overall market presence.
- Diversification of services and investment strategies is another compelling reason for mergers and acquisitions. Firms may enter into M&A transactions to combine complementary expertise (such as blending traditional asset management with alternative investments) or adding new product offerings (such as environmental, social and governance (ESG) investing).
- Achieving cost synergies through consolidation is a common driver of M&A activity. By merging, firms can reduce overhead expenses, streamline operations, and benefit from economies of scale, ultimately boosting profitability.
- Some buyers opt for M&A to expand into new geographic regions or markets. Mergers provide a quick way to gain a foothold in these areas without building a presence from scratch.
- Some advisers enter into M&A in order to acquire talent or expertise. Mergers can bring in skilled professionals, researchers or portfolio managers, enhancing a firm’s capabilities and credibility. This is increasingly important as the competition for top talent is intense within the investment advisory industry.
For sellers, the motivations may differ, but there may be some overlap with the motivations of buyers highlighted above. The following are four common motivations for sellers to sell or merge their practices.
- As the average age of investment adviser principals continues to increase, many owners, as a component of succession planning, seek opportunities to monetize their practices in advance of retirement. If selling to firm employees is impractical or not desired, such owners often turn to external buyers. However, during succession planning, this is rarely the only motivation as many retiring owners of advisory firms also seek to ensure that their clients and employees are taken care of upon their exit from the business.
- Some buyers seek to sell their practices to offload many of the operational or compliance challenges associated with operating an advisory business. Such responsibilities (which are not insignificant given the numerous regulatory requirements applicable to investment advisers) can divert an owner’s attention from serving their clients, and some sellers opt to sell their practices to another firm so they can devote their time to their clients.
- Advisers often sell or merge their practices into other firms to take advantage of a wider selection of services and products available from the buyer that can benefit their clients. The opportunity to strengthen and deepen the relationship with their clients through increased service offerings also increases the stickiness of the relationship an adviser has with its clients.
- Advisers may merge or sell their practices to take advantage of technology offerings available from buyers. Technology has the benefit of reducing the costs associated with operating an advisory business and managing client relationships in the right circumstances.
Common Structures for Investment Adviser Mergers and Acquisitions
Two of the most prevalent structures in investment adviser M&A are asset sales and equity mergers. The following is an overview of each structure, including a summary of benefits and drawbacks.
An asset sale involves the transfer of specific assets, typically client accounts, contracts and goodwill, from the selling firm to the acquiring firm. Asset sales are a popular choice in investment advisory M&A transactions for several reasons. First, clients often have strong relationships with their advisers. In an asset sale, client accounts are typically transferred intact, ensuring continuity in the client-adviser relationship. This can minimize client attrition, particularly if the selling adviser stays on with the acquiring firm to ensure a smooth transition. Second, asset sales allow the buying firm to limit its liability exposure. By transferring assets and liabilities selectively, the buying firm can avoid liabilities associated with the seller’s operation of the business prior to the closing of the transaction. Third, asset sales provide flexibility in structuring the transaction. The parties can negotiate which assets will be transferred, making it easier to address each party’s business needs.
Equity mergers involve acquisition of equity in an advisory firm. Some are outright stock acquisition transactions where the seller is simply acquiring the stock of the selling firm. Others are stock-for-stock mergers where the buyer and seller are exchanging equity in their respective firms. There are various reasons buyers and sellers may be attracted to such transactions. First, equity mergers can often better align the interests of both parties and provide an ongoing stake in the firm, fostering collaboration and commitment. Second, these mergers can lead to cost savings and operational efficiencies, as the combined entity can rationalize duplicate functions, streamline processes, and leverage economies of scale. Third, equity mergers often reflect a long-term vision of growth and integration. This structure emphasizes the strategic fit between the firms and their potential for sustained success.
Nonetheless, equity mergers are less common than asset sales in the investment advisory industry because of their complexity. This is in part because of the need for buyers to assume liabilities associated with the selling firm, and the potential need for other owners of the firm to approve such transactions.
Typical Steps and Timeline for Investment Adviser M&A
While every transaction varies, there are some steps common to most transactions.
Typically, M&A transactions begin with exploratory discussions focused on buyers and sellers getting to know one another and understanding their respective businesses, as well as their high-level goals. Initial negotiations relating to the structure of the transaction, valuation and other terms often take place during these preliminary discussions. If the parties find common ground, they will often proceed to initial due diligence to better understand their respective businesses.
Next, if the parties believe that it makes sense, they will often enter into a letter of intent that defines the high-level terms for the transaction. The letter of intent will typically define the parameters for valuation of the transaction, whether there are any purchase price adjustments or earn-outs, and the terms of any employment or other agreements to be entered into by the parties. A letter of intent also typically involve a “no-shop” provision that precludes the seller from negotiating with other firms for a set period of time. This is an incentive for buyers that allows them to invest the time and resources they need to conduct more in-depth due diligence on the selling firm, its principals and the business.
Once the parties sign a letter of intent, typically this is when the more in-depth due diligence takes place. If the parties are satisfied that the transaction should proceed after the due diligence, attorneys for the parties will usually draft the transaction documents which will vary depending on the type of deal.
For asset purchase sales, the principal transaction document is the asset purchase agreement. If the selling party’s principals will also be buying equity in the buying firm’s business, the terms of the equity purchase will also be reflected either in the purchase agreement or another document. The operating agreement of the selling or buying firm may also need to be amended if there is acquisition of the equity in either firm. If the selling firm’s principals or employees will stay on after the closing of the transaction, then the transaction could also involve entering into an employment or consulting agreement with the acquiring firm.
Promissory notes may also be appropriate if the purchase price for the transaction is paid out over time.
For equity mergers, the main document is the merger agreement that outlines the terms for the acquisition of the equity in the selling firm and, in the case of a stock-for-stock merger, the buying firm. The operating agreement for the selling and buying firm may also need to be amended based on the requirements of the buyer and seller.
After transaction documents are executed, the parties will typically need to obtain consent from the seller’s clients to the assignment of their investment advisory contracts, which is required under the Investment Advisers Act of 1940. This process can take time depending on whether the clients must consent in writing to the assignment of their advisory contracts.
The closing will typically take place once the client consents have been obtained and other conditions for moving to the closing are satisfied.
Even after the transaction has closed, the very important step of integration must take place whereby the clients, employees or operations of the selling firm must be integrated into the acquiring firm. This process will often take anywhere from 12 to 18 months.
Common Mistakes in Investment Adviser M&A
While mergers and acquisitions can offer significant benefits, they are not without risks and challenges. Investment advisers should be aware of common mistakes to avoid. The following are six of the most common mistakes made in the course of pursuing these transactions.
- Buyers and sellers may not clearly communicate with each other with respect to their goals for the transaction and/or key details relating to their businesses. Parties are often eager to consummate transactions and may inadvertently neglect to highlight important considerations for the transaction. This can result in mismatched goals or surprises that could result in a failed transaction.
- Rushing through the due diligence process can lead to unforeseen issues post-merger. Firms should conduct thorough assessments of financials, compliance records and material contracts to identify potential red flags. This should often involve professional advisors such as attorneys or investment bankers.
- Non-compliance with regulatory requirements can have severe consequences. Investment advisers must navigate the complex regulatory landscape carefully and ensure all necessary client approvals are obtained.
- Ignoring cultural differences between merging entities can lead to employee disengagement and retention issues which could ultimately result in employee departures or division within the firm.
- Failing to communicate the merger effectively with clients can erode trust and lead to client departures. Clear and transparent communication is vital to retaining clients’ confidence.
- Failure to plan for and execute post-transaction integration can result in missteps, employee dissatisfaction and loss of clients. Firms must be prepared to devote significant time to post-transaction integration of clients and employees as typically the integration process can take more than a year.
M&A in the investment adviser industry are complex undertakings that require careful planning, diligence and execution, and they should typically be taken on with the assistance of professional advisors. By understanding the motivations, structuring options, timelines and common pitfalls of M&A, advisers can increase their chances of realizing the intended benefits of these transactions. While challenges may arise, successful mergers can position firms for long-term growth and competitiveness in the evolving financial services landscape.
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