Before EverCommerce acquired Updox, and before the pandemic drove up demand for the health care communication platform's services, then-CEO Mike Morgan says the company was hitting the milestones the business wanted to hit to consider a transaction. But the pandemic, and the high volume of business it brought, put those plans on hold. As things started to settle down in late summer, they moved ahead — in part because of how the conditions accelerated the business and despite it being earlier in their timeline than they initially discussed.
"The original goal was probably a little bit later into 2021, but we did decide to go ahead and accelerate that a little bit," Morgan says. "We were already talking about that pre-pandemic. I think if we would not have had those conversations at the board level, and had been heading down that path, I'm not sure, just because of everything going on, we would have stopped and done that. So, I think it was something because we had already started it pre-pandemic, we decided to go ahead and accelerate the process."
In getting ready for a transaction, Morgan says the way the business is measured is key. For Updox, measurement through metrics was a core part of the company from the start.
"That is something that we ingrained in business even when we were just starting out," he says. "I remember we were probably less than 10 people when we would hold a quick team meeting and we would have all these metrics. It was kind of funny at the time because it seemed like overkill, but I think when you ingrain that in the business, it helps prep you."
Also helping to ease the company into its deal preparation process was a minority round it received in 2016 — an early institutional investment from TT Capital Partners, which itself was part of a platform that included investment bank that was specifically focused on health care IT called Triple Tree. He says one of the reasons Updox chose to work with them as a minority partner was the experience of the overall platform.
Along with Tamarind Hill and Rev 1 Ventures, the company had a good set of investors, he says. And TT Capital Partners, along with their banking side, worked with Updox from 2016 until Updox exited, talking strategy, bringing them to conferences and meetings where there were opportunities to have conversations that started to help them understand how buyers, whether strategic or financial, would look at the business.
"The goal was to build a very viable, sustainable business with good growth in a big market," he says. "But at the same time, it did give us overtures of, what would these buyers really be interested in? And what is important to those? And so when we sit down and do our strategic planning, those conversations that we had — and again, as a result of the help with the bankers and the capital partners setting it up — really help guide some of our thinking about how we wanted to expand and grow the business."
For the company's sale to EverCommerce in late 2020, Morgan says Updox worked with a bank for the process even though they were partners with TT Capital. They ran through process, evaluating multiple banks, ultimately landing on Triple Tree. The company then went through what he calls a smaller process.
"We were more focused. We didn't do a big auction — it wasn't what we really wanted to do," Morgan says. "We were focused on a smaller set. And so really the timeline, I would say, over the late summer, we started doing some initial meetings. And then early fall, we were getting a little more serious with a handful of potential acquirers. And then at that point, it was pretty traditional. We had a set of IOIs come in and then a set of LOIs. Then we really, I would say, probably October, November, we started working in earnest with EverCommerce at that point to get it to a closed deal by the end of the year."
Morgan spoke on the Smart Business Dealmakers Podcast about building up Updox, the process of selling to EverCommerce, and why he chose to leave the company after the sale.