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Structuring Acquisitions

Founder of WPP and Founder, Executive Chairman S4 Capital

IP Interview
Published on December 27, 2020
S4 Capital

Why is this interview interesting?

  • Why rolling the equity into the parent company aligns incentives versus traditional earn-out agreements
Executive Bio

Sir Martin Sorrell

Founder of WPP and Founder, Executive Chairman S4 Capital

Interview Transcript

Going back to the point you made on rolling the equity and structuring these deals, why don’t you use debt instead of partly cash? Isn’t it more efficient?

Risk. Why did we raise 130 million in July? We didn’t need the money immediately, but I just felt that it was too risky to take on debt. There was another reason as well; we wanted a bit more flexibility. In merger negotiations, it’s good to have the money in the bank, so that you don’t have to go to shareholders, and you can do deals quickly and effectively. If you look at our competition, the holding companies are not in the market at all. They’re talking, like WPP and others, about getting into the market, but we’ll see what they actually end up doing. In terms of selling companies, you don’t want people who want to sell companies and do earn outs. You want people who are going to commit to the mission.

There is a missionary zeal here. We want to build that new model and we want to aggressively take down the existing models.

To tap into the emotional side of people you hire?

There’s a passion for this that is extremely important.

It’s important to have a villain?

It’s important to have a target, that’s for sure.

My question is also around how much leverage these businesses could take because they are so cash generative with low operating leverage.

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