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On brand, on time and on budget: The 10 buy-side “get rights” for brand conversion in M&A

By prioritizing budget, client experience and schedule management, businesses can successfully navigate asset integration.


In brief
  • "Conversion" in the context of M&A refers to the programmatic transition of an entity or collection of assets from one brand to another. Conversion programs aim to transition business elements, such as personnel, operational procedures, contracts, and technological and physical infrastructure to a new brand and platforms.
  • Based on our prior experience, transactions with minimal to no conversion requirements typically incur costs of approximately 3% to 5% of the purchase price. These costs can inflate to as much as 30% of the purchase price when significant branding considerations are introduced.
  • Companies can preserve and enhance deal value through meticulous oversight of 10 buy-side brand conversion “get rights” that prioritize budget and schedule management, while delivering a seamless customer experience.

Congratulations on closing your company's most significant acquisition to date! This monumental deal is poised to elevate your presence to new heights. Take the time to celebrate, but prepare for the mountain of work ahead.

"Conversion" in the context of M&A refers to the programmatic transition of an entity or collection of assets from one brand to another. Conversion scenarios are often triggered by an M&A event, where the buyer chooses to rebrand the acquired assets or the purchase terms exclude brand rights.

Conversion programs aim to seamlessly transition business elements that include personnel, operational procedures, contracts, and technological and physical infrastructure to a new brand and its platforms (e.g., point of sale). As a baseline, integrations with minimal conversion requirements incur costs of 3% to 5% of the purchase price, which includes areas such as transaction costs, financing fees, change in control costs and integration costs.¹ Conversion costs are often incremental to integration costs, and vary significantly depending on the conversion scope.

Case example #1

 

Brand conversion costs added over 30% to the total purchase price. In this example, our client acquired hundreds of retail sites and assets across Canada. The terms of the purchase agreement excluded brand rights, requiring our client to integrate and rebrand the sites into their well-established multi-brand portfolio. This task was complicated by a mix of unique assets and operator arrangements, as well as high interim costs to operate unconverted assets, due in large part to Transition Service Agreements (TSAs), thus limiting our client’s window to transition sites to their brands.

 

Navigating these challenges involved accelerating the conversion timeline, scrubbing capital cost estimates for each site and making careful consideration of local factors, including owner vs. operator sites and key constraints like the availability of construction crews to do the work.

 

To manage this, the conversion strategy employed an archetype approach, where assets were force-ranked based on specific characteristics, with each warranting tailored investment that aligned to the sites’ future destination brand and forecasted long-term profitability.

 

The theory was then put into practice by running several pilots, which served as a testing ground to develop process familiarity and gather valuable lessons learned. This approach changed the calculus. The rate of conversions quickly stepped up from one asset conversion per week to four over successive periods, reducing the conversion timeline by approximately 50% from original planning estimates.

 

Case example #2

 

Our client, an essential service provider, acquired a whole company and its extensive network that serves several million customers annually. While the conversion costs in this example amounted to less than 5% of the total transaction value, the program focused on revitalizing the brand image to unify the thousands of employees amid the launch of a singular brand in a historically mixed-brand market. The brand revitalization was a crucial component to the cultural integration of the two organizations because it created a common employee identity and ignited enthusiasm for the newly combined entity.

 

Successfully executing a conversion program is a complex and challenging endeavor. Whether you have yet to complete a deal or have already closed a transaction, dealmakers need to clearly articulate the strategic vision for the assets. Doing so best positions a company to capture and hopefully exceed the intended deal value, while meeting the needs of customers, operators and stakeholders.

 

Working together with our client’s teams as their advisors on strategic acquisitions on the cases described above, we have distilled 10 brand conversion get-rights for complex, at-speed conversion programs that touch thousands of employees and millions of customers.

Equip yourself with the right knowledge to execute your brand conversion with ease by downloading this guide



Summary

In this article we identify 10 essential strategies to navigate the complexities of brand conversion. By adopting this tactical and meticulous approach, companies can preserve and enhance the value of their deal. 

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