Food Shippers of America - Fall/Winter 2016 - 37


"Ultimately, we want to see the
principals and their associates
happy with the deal because that will
incentivize everyone to work harder in
the best interest of both companies."

joining together two great companies,
The Kraft Heinz Company started from
a position of strength. In a little more
than a year since our merger, we've only
grown stronger. Today, Kraft Heinz is the
world's fifth-largest food and beverage
company; a global powerhouse built on
brands and products that people love."

When the process works, it can create
a giant in the category. Said Michael
Mullen, now SVP of corporate and
government affairs with Kraft Heinz: "By

In the end, merging and acquiring
companies are complex affairs. But when
companies get it right, one plus one
really does equal three. ■

proceed with a deal unless the seller is
willing to stay onboard with us.

"EBITDA is critical," said Rich. "We want
to see the financial statements and
ratios line up, too. Does the balance
sheet and income statement fit with
what we see in the business? What is
the debt to equity ratio? Is the company
writing off a lot of bad debts? Are there
any lawsuits against the company? The
issues may lead to an adjustment in the
asking price. If the financials look bad,
we won't proceed."
Of course, decent financials, good
services and a good reputation indicate
that the buyer and seller can proceed.
At this point, the seller will have a dollar
number in mind for the company. If the
offer and the seller's number are too far
apart, the process may end - or become
the starting point for negotiation.
"Our approach is to create a purchase
offer that places a fair valuation on the
seller's company while incentivizing
them to stay involved and engaged to
grow the larger entity," Rich said. "In our
experience, the best deal structures are
comprised of an upfront payment of a
portion of the acquisition price with an
'earn out' component that incentivizes
the seller to meet certain financial
performance expectations in order to
realize (and often exceed) the acquisition
price."
What is an Earn Out?
"Earn out is a piece of the equation
aside from the initial down payment,"
Rich explained. "It is tied to future
financial performance. Suppose a
company is worth $1,000, and we pay
$500 up front. You are now part of our
company, and we create an agreement
that incentivizes you to stay on and keep
growing the business and earn the rest
of the acquisition price over the next few
years."
Why not just take over and run the
company? That's a bad idea, said Rich:
"If you think you can buy a company
and make it better yourself, you're
kidding yourself. The best people to
continue making a company grow are the
principals. They are the ones who have
built and retain the confidence of their
team and their customers. We will never

792314_Pride.indd 1

37

24/02/16
10:09 PM
FOOD SHIPPERS OF AMERICA | www.foodshippersofamerica.org
|


http://www.pridetransport.com http://www.foodshippersofamerica.org

Table of Contents for the Digital Edition of Food Shippers of America - Fall/Winter 2016

President’s Letter
Meet Your Board
Mentors Make a Difference
Are You Partnered with a 3PL Yet?
Caution: Merging Traffic
Retailers Sharpen Supply Chain Visibility With Improved Technology
Parking Woes Continue
Electronic Logging Devices: Myths and Facts
Tax and Accounting Changes Will Impact Transportation Industry
Retail Trends
Positive Attitudes and Strong Relationships: Key Tools for Success
From Farm to Fork
Narrow Focus to Separate from the Pack and Increase Sales Momentum
Industry Forecast
The Internet of Things
Member Profile: C&S Wholesale Grocers
Preparing for the New Overtime Pay Rules
10 Ways to Become an Effective Manager
Culture at Work is Everything, and Everything is Culture
FSA Members
In the News…
Index of Advertisers
Food Shippers of America - Fall/Winter 2016 - cover1
Food Shippers of America - Fall/Winter 2016 - cover2
Food Shippers of America - Fall/Winter 2016 - 3
Food Shippers of America - Fall/Winter 2016 - 4
Food Shippers of America - Fall/Winter 2016 - 5
Food Shippers of America - Fall/Winter 2016 - 6
Food Shippers of America - Fall/Winter 2016 - 7
Food Shippers of America - Fall/Winter 2016 - 8
Food Shippers of America - Fall/Winter 2016 - 9
Food Shippers of America - Fall/Winter 2016 - 10
Food Shippers of America - Fall/Winter 2016 - President’s Letter
Food Shippers of America - Fall/Winter 2016 - Meet Your Board
Food Shippers of America - Fall/Winter 2016 - 13
Food Shippers of America - Fall/Winter 2016 - 14
Food Shippers of America - Fall/Winter 2016 - 15
Food Shippers of America - Fall/Winter 2016 - Mentors Make a Difference
Food Shippers of America - Fall/Winter 2016 - 17
Food Shippers of America - Fall/Winter 2016 - 18
Food Shippers of America - Fall/Winter 2016 - 19
Food Shippers of America - Fall/Winter 2016 - 20
Food Shippers of America - Fall/Winter 2016 - 21
Food Shippers of America - Fall/Winter 2016 - 22
Food Shippers of America - Fall/Winter 2016 - 23
Food Shippers of America - Fall/Winter 2016 - 24
Food Shippers of America - Fall/Winter 2016 - 25
Food Shippers of America - Fall/Winter 2016 - 26
Food Shippers of America - Fall/Winter 2016 - 27
Food Shippers of America - Fall/Winter 2016 - 28
Food Shippers of America - Fall/Winter 2016 - Are You Partnered with a 3PL Yet?
Food Shippers of America - Fall/Winter 2016 - 30
Food Shippers of America - Fall/Winter 2016 - 31
Food Shippers of America - Fall/Winter 2016 - Caution: Merging Traffic
Food Shippers of America - Fall/Winter 2016 - 33
Food Shippers of America - Fall/Winter 2016 - 34
Food Shippers of America - Fall/Winter 2016 - 35
Food Shippers of America - Fall/Winter 2016 - 36
Food Shippers of America - Fall/Winter 2016 - 37
Food Shippers of America - Fall/Winter 2016 - Retailers Sharpen Supply Chain Visibility With Improved Technology
Food Shippers of America - Fall/Winter 2016 - 39
Food Shippers of America - Fall/Winter 2016 - 40
Food Shippers of America - Fall/Winter 2016 - 41
Food Shippers of America - Fall/Winter 2016 - 42
Food Shippers of America - Fall/Winter 2016 - 43
Food Shippers of America - Fall/Winter 2016 - 44
Food Shippers of America - Fall/Winter 2016 - Parking Woes Continue
Food Shippers of America - Fall/Winter 2016 - 46
Food Shippers of America - Fall/Winter 2016 - 47
Food Shippers of America - Fall/Winter 2016 - 48
Food Shippers of America - Fall/Winter 2016 - Electronic Logging Devices: Myths and Facts
Food Shippers of America - Fall/Winter 2016 - Tax and Accounting Changes Will Impact Transportation Industry
Food Shippers of America - Fall/Winter 2016 - 51
Food Shippers of America - Fall/Winter 2016 - 52
Food Shippers of America - Fall/Winter 2016 - 53
Food Shippers of America - Fall/Winter 2016 - Retail Trends
Food Shippers of America - Fall/Winter 2016 - 55
Food Shippers of America - Fall/Winter 2016 - 56
Food Shippers of America - Fall/Winter 2016 - 57
Food Shippers of America - Fall/Winter 2016 - Positive Attitudes and Strong Relationships: Key Tools for Success
Food Shippers of America - Fall/Winter 2016 - 59
Food Shippers of America - Fall/Winter 2016 - 60
Food Shippers of America - Fall/Winter 2016 - 61
Food Shippers of America - Fall/Winter 2016 - 62
Food Shippers of America - Fall/Winter 2016 - 63
Food Shippers of America - Fall/Winter 2016 - 64
Food Shippers of America - Fall/Winter 2016 - 65
Food Shippers of America - Fall/Winter 2016 - 66
Food Shippers of America - Fall/Winter 2016 - 67
Food Shippers of America - Fall/Winter 2016 - From Farm to Fork
Food Shippers of America - Fall/Winter 2016 - 69
Food Shippers of America - Fall/Winter 2016 - 70
Food Shippers of America - Fall/Winter 2016 - 71
Food Shippers of America - Fall/Winter 2016 - 72
Food Shippers of America - Fall/Winter 2016 - 73
Food Shippers of America - Fall/Winter 2016 - Narrow Focus to Separate from the Pack and Increase Sales Momentum
Food Shippers of America - Fall/Winter 2016 - 75
Food Shippers of America - Fall/Winter 2016 - 76
Food Shippers of America - Fall/Winter 2016 - 77
Food Shippers of America - Fall/Winter 2016 - 78
Food Shippers of America - Fall/Winter 2016 - 79
Food Shippers of America - Fall/Winter 2016 - 80
Food Shippers of America - Fall/Winter 2016 - Industry Forecast
Food Shippers of America - Fall/Winter 2016 - The Internet of Things
Food Shippers of America - Fall/Winter 2016 - 83
Food Shippers of America - Fall/Winter 2016 - 84
Food Shippers of America - Fall/Winter 2016 - 85
Food Shippers of America - Fall/Winter 2016 - 86
Food Shippers of America - Fall/Winter 2016 - Member Profile: C&S Wholesale Grocers
Food Shippers of America - Fall/Winter 2016 - 88
Food Shippers of America - Fall/Winter 2016 - Preparing for the New Overtime Pay Rules
Food Shippers of America - Fall/Winter 2016 - 90
Food Shippers of America - Fall/Winter 2016 - 91
Food Shippers of America - Fall/Winter 2016 - 92
Food Shippers of America - Fall/Winter 2016 - 93
Food Shippers of America - Fall/Winter 2016 - 94
Food Shippers of America - Fall/Winter 2016 - 10 Ways to Become an Effective Manager
Food Shippers of America - Fall/Winter 2016 - 96
Food Shippers of America - Fall/Winter 2016 - 97
Food Shippers of America - Fall/Winter 2016 - Culture at Work is Everything, and Everything is Culture
Food Shippers of America - Fall/Winter 2016 - 99
Food Shippers of America - Fall/Winter 2016 - 100
Food Shippers of America - Fall/Winter 2016 - 101
Food Shippers of America - Fall/Winter 2016 - FSA Members
Food Shippers of America - Fall/Winter 2016 - In the News…
Food Shippers of America - Fall/Winter 2016 - 104
Food Shippers of America - Fall/Winter 2016 - 105
Food Shippers of America - Fall/Winter 2016 - 106
Food Shippers of America - Fall/Winter 2016 - Index of Advertisers
Food Shippers of America - Fall/Winter 2016 - 108
Food Shippers of America - Fall/Winter 2016 - 109
Food Shippers of America - Fall/Winter 2016 - 110
Food Shippers of America - Fall/Winter 2016 - cover3
Food Shippers of America - Fall/Winter 2016 - cover4
https://www.nxtbook.com/naylor/FUDB/FUDB0118
https://www.nxtbook.com/naylor/FUDB/FUDB0217
https://www.nxtbook.com/naylor/FUDB/FUDB0117
https://www.nxtbook.com/naylor/FUDB/FUDB0216
https://www.nxtbook.com/naylor/FUDB/FUDB0116
https://www.nxtbook.com/naylor/FUDB/FUDB0215
https://www.nxtbook.com/naylor/FUDB/FUDB0115
https://www.nxtbookmedia.com