Few dealmakers have a $28 billion notch on their belt, but that’s exactly what Dave Ciesinski brought to Lancaster Colony Corp. in 2016. While heading up M&A for H.J. Heinz Co., Ciesinski led the deal when 3G Capital and Berkshire Hathaway combined Heinz and Kraft to create a global food giant with sales of $28 billion.
As the president and CEO of Lancaster Colony, he hasn’t slowed down. In fact, Lancaster Colony’s T. Marzetti Co. unit notched back-to-back acquisitions in October and November, the first a $34 million deal for Bantam Bagels for $34 million and the second a $25 million deal for Omni Baking Co., a supplier of frozen garlic bread. Those deals followed the 2016 acquisition of Angelic Bakehouse, a manufacturer of sprouted grain bakery products.
Ciesinski says it’s all part of the company’s strategy for growth within its areas of expertise — dips, dressings and bakery.
“We may sell the baked items in different parts of the store,” he says. “Let’s say New York Texas Toast and Sister Schubert are sold in the frozen section, but we also bake items that are sold in the perimeter of the store, like Angelic Bakehouse and Flatout.”
In this month’s Dealmaker Q&A, we spoke with Ciesinski about how Lancaster Colony uses M&A as a component of development and innovation.
How does Lancaster Colony define its acquisition targets?
We identify a product that is situated in a fast-growing space in the food landscape. But also, it’s in a space that we understand the manufacturing and the go-market routes, and we feel like we’re uniquely suited to help that entrepreneur grow their business.
Really what we’re looking for at the end of the day is a consumer-relevant brand with a track record of growth and what we believe is a lot of opportunity for more growth. That, to us is the sweet spot.
Why hasn’t the company focused on fixer-upper deals recently?
We’re a little bit sensitive to take on something that becomes a drag on our business. Just speaking for myself, in this case, a lot of times that juice isn’t worth the squeeze. You may get the savings from the synergies by integrating it together, but if the business has been declining for the last five years, often times it’s going to keep declining.
How do you pace your deals?
We have access to plenty of cash on the balance sheet. What gates this, as much as anything else, is just finding the right business, that’s led by the right owners at the right price — and it really has to be all three. You’ve got to have a business that’s a great brand and a great tasting product. It has to be a great set of owners, because obviously that means a lot to the culture of the company. And the last piece is you’ve got to line up with the dollars on value.
It’s like kissing frogs — you’ve got to kiss a lot of frogs to find a prince. Sometimes it’s because, hey, great owners but the business isn’t a fit. Sometimes it’s really interesting business and great owners but boy, their expectations on value are a little bit lofty for us at this point in time. We can’t get the math to work.
We spend a lot of time with the owners, and no matter where it nets out, we try to leave the discussion as friends because the chances are those same discussions can rekindle themselves. A lot of times we will actually provide them with help, even though we’re not buying them — just to show them in good faith that we’re interested in them as people, believing that if we pay it forward, maybe something good might come out of it in the future. Plus, then we also have another friend in industry.
What happens to the sellers? Do you integrate them into Lancaster Colony?
We prefer that the seller joins us. In the last two that we’ve done [Angelic and Bantam], we provide an earn-out, where we buy 100 percent of the assets of the company, but we venture into an agreement that the owners and the entrepreneurs will stay with us, or former owners at that point, for a period of four or five years. And then based on some performance threshold, they can earn another big payout.
It keeps us integrated and aligned. What you find is that nobody can sell with passion and conviction like the founder of a company, and nobody understands their brand and their product like a founder of a company.
What kind of help does Lancaster Colony provide?
Let’s say, they have a shelf-life problem, the shelf life is X days and they want to extend it. Well, we have the expertise to help them to figure out how to do that — and do it without using artificial preservatives and things like that. If they’re trying to figure out how do they cost effectively get a product to market, we can help them with that. If they’re looking for introductions to customers, we can help them with that. Expertise in how to manufacture at larger scale, we can help them with that.
What we can’t replicate is the authenticity that they have when they’ve developed a product on their kitchen counter.
Each set of entrepreneurs is different and they’re looking for help in different areas. In the case of Angelic Bakehouse, they needed help with a major expansion to capacity. We were able to help them with that. They needed some additional help in the R&D space. We were able to help them with that.
How does adding entrepreneurs improve your innovation?
Those entrepreneurs, they have a different speed with which they want to move, and part of what we’re trying to do is to make sure that we’re always figuring out how we can move more like them. Be more agile; nimbler and less bureaucratic.