Rob Falls needed to make an acquisition. Michael Marino had a company he wanted to sell.
Both men had spent years building their respective agencies to become leaders in the marketing and advertising industry. However, while Falls’ eponymous firm was looking to broaden its reach, Marino was ready to step away from Wyse, a firm that has been in business in Cleveland since 1951. Once the two men connected and learned about each other’s motivations to make a deal, negotiations commenced.
Sometimes it’s just that easy.
“The No. 1 thing in dealmaking is, what do they want, and what do you want?” says Falls, who is now president and CEO of both organizations. “If it matches up and you both get what you want, it's a heck of a lot easier, versus trying to convince somebody.”
Evolve or die
Both firms have taken steps through the years to grow as the needs of their clients have changed. While Wyse possesses significant expertise in branding, media planning and analytics, Falls has built its reputation on its strategic counsel, communication and digital capabilities. This deal is viewed as the next step in that continuing effort, which is rooted in a simple philosophy: Evolve or die.
“There is no, ‘Let’s stay the same size we are now,’” Falls says. “That’s really not an option. So you look for strategic growth and strategic opportunities. It would take me a substantial period of time to grow an advertising agency from scratch. If you get something that fits what you do and fits within the culture and within your business direction, it’s more expedient. It gives you the opportunity to have almost instantaneous capabilities and create greater depth of what you do.”
Despite the familiarity between the two firms, Falls didn’t take any shortcuts in his transactional due diligence.
“We looked at everything,” he says. “We basically looked at every single contract going back three years. We looked at performance. We looked at every relationship. How solid were the clients? What was the relationship like? What was Wyse doing for them?”
He says there are a lot of things you have to do in a very measured way.
“It’s the triage approach,” he says. “What can kill you now? What can kill you tomorrow? What can kill you in a week? We have a senior leadership team that was in pretty early on analyzing the potential acquisition. They knew the confidentiality that had to be maintained, and they gave great feedback as far as what we needed to do and when we needed to do it.”
The process for Falls was reminiscent of the steps his firm has taken when assisting clients with M&A activity.
“I can’t tell you how many acquisitions, mergers and expansions we’ve done for our clients, so we’ve got this pretty much down pat,” he says. “But it’s interesting when you have to do it for yourself. Speed is of the essence, but you have to make sure that it is still coupled with a step-by-step plan that nobody’s left behind and everybody understands. Clarity and transparency are crucial.”
Think of the people
The bottom line is that a deal has to be good for business, but it also needs to be good for how people look at your business, how they look at each other and how they look at your clients, Falls says.
“If the cultures aren’t going to fit, you’re going to have a lot of people leave,” he says. “In Northeast Ohio, a lot of companies have tried to integrate after a merger or acquisition, and the cultures were so different. There are some big ones that fell apart within a few years. That’s why mutual respect is so important.”
To that end, steps were taken to ensure that Wyse clients would respond well to the deal to merge the two firms.
“A lot of the conversations that we had with Wyse were about how do you think your clients are going to react to this?” Falls says. “When you have Marathon and Huntington Bank and Parker and Cleveland State — these are really blue-chip clients. It was exhaustive as far as the amount of time we talked about this. How are they going to receive this? It came back across the board from all of their account teams, as well as their leadership, that this would be viewed extremely well. You don’t take any client for granted, obviously.”
The combined firm will have more than 80 associates. Wyse will retain its name, but will be co-branded as a Falls company.
“You can’t write this script any better,” Falls says. “We’re off and running.”