Interviews

10 Minutes with Jason Werner

Jason Werner is the founder and president of Ethos Business Advisors, LLC. that he founded in 2021 after nearly 4 years at Walden Businesses. Jason has 20 years of business transactional experience, including spearheading mergers and acquisitions, conducting negotiations, performing financial and operational analysis, implementing strategic plans, and consulting with business owners. A Certified Mergers & Acquisition Professional, Jason earned his Master’s in Business Administration from Kennesaw State University and his Bachelor of Science from Pennsylvania State University. He also has a Georgia Bankers Association Certificate from the University of Georgia and is a graduate of the North Fulton Chamber of Commerce Leadership program. Jason is an active member of the M&A Source Communications Committee providing interesting content for The Bridge. When not doing deals, Jason enjoys traveling with his wife, Vicki, as well as racing cars and taking motorcycle

Tell us about your pre-M&A career and how it led you to doing this work?

I worked in commercial banking for 15 years in various sales and operational roles. Most of my banking career was assisting business owners with their financing needs. It allowed me to meet a lot of great people and analyze many different companies in a variety of industries. I even had the chance to finance several acquisitions. After working with these entrepreneurs, I gained a high level of respect for what they do and the strength it takes to “leave the pack” and make your own way. After assessing my skills and talents I felt that M&A Advisory was a good fit and give me the challenge I was looking for. It has lived up to my expectations!

What personal characteristics and strengths have supported your success in this industry?

I’ve always had an interest in people. I was the kid that would walk up and speak to anyone and everyone. Having a genuine interest in my clients allows me to build a personal relationship. This helps when I have to communicate tough information, they know I’ll be straight with them. I’ve also always had an interest in business operations and understanding / decoding the books. This inquisitive nature allows me to extract information necessary from sellers, and sometimes buyers.

What is your greatest M&A accomplishment?

My greatest accomplishments are always meeting my clients’ expectations! My favorite was closing on a deal during the pandemic. It was a challenge to coordinate all parties, using social distancing protocols, and properly communicating the company value given an unknown macro-economic future. The sellers also had to go through an evolution of their expectations. From going to market to finding the buyer, we had to change our marketing approach and build out different buyer profiles. I’m proud to say I found the best possible buyer through my contacts built during my banking years. A year after closing and their revenues have doubled. My clients still maintain partial ownership and are thrilled at what is to come.

With regard to the majority of your engagements, do you work as a team or do you handle things on your own?

I believe that many minds working together to achieve a goal is better than one. While I handle the complete process on my own, I draw on subject matter experts to sometimes assist in planning or problem-solving.

Do you just do M&A or do you provide other services – valuations, consulting, etc.?

In addition to M&A Advisory, I also serve my clients by offering valuation and consulting services to better position them in the market, whether they are looking to sell now or 10 years down the road.

What is the biggest mistake you have made when working on a deal?

I find it important to review my performance during and after every deal. I intend to learn, grow and deliver for my clients. One particular learning experience was working with an emotional seller. This seller was demanding and was effective in our meetings with the buyer. We had squeezed everything out of the deal, including 5-year employment contracts for key employees, including family members. A few days before closing it hit the seller that they would no longer be in control and felt that they weren’t getting all they thought they should. I failed to effectively communicate the benefits of this overall deal in meeting their requirements. This happened in January of 2020 and it never closed. Unfortunately, the seller has had troubles during the pandemic and is working harder than ever to keep up with performance.

What are the three most important qualities that you think a good M&A advisor needs to have? What is your most interesting deal that you are working on today?

I’ve come to discover there are many qualities needed to be successful as an M&A Advisor, but here are my top three. This is a challenging career and you have to accept the ups and downs. I believe perseverance is the most important quality an advisor must have. You will encounter many obstacles during any engagement, whether it be with your client, the party on the other side of the table, and many times both of them. You have to maintain focus and find a way to solve every problem that is presented. The next quality is trustworthiness. You are, in most cases, assisting a seller with the most valuable asset they own. It is imperative to be forthright with your client and maintain a fiduciary relationship. Also, buyers need to be well informed and communicated to regularly. The last quality is decisive. Once you have done your research on the business and industry, built your buyer profile and marketing plan, and have gone to market, it is imperative that when you begin working with buyers and negotiating you stick to the objective. It is sometimes easy to wish buyers to be the best fit and this can cost you time and energy. It may also cost you a lack of confidence by your client if they are speaking with buyers that aren’t a great fit. The market will tell you if adjustments to expectations need to be made, but until then stay your course to find the best deal for your client.

What is your most interesting deal that you are working on today?

Having started my firm within the last month I’m focused on building my pipeline, however, I am currently working with a few potential clients related to the construction industry. This is an interesting industry as many have been waiting for a slow down over the last few years. This has not been the case as it has accelerated and it is unclear when a slow down will occur. It may be tied to inflation and interest rates as many are finding inexpensive money to expand their companies or update systems now. The recent discussion from DC relating to infrastructure will be an interesting influence until something happens or doesn’t’. There appears to still be an appetite for construction-related companies, could this be the very best time to sell?

How long have you been an M&A Source member and what do you get out of your membership?

I have been a member for nearly four years. In that time the education from both courses to meeting with members has been invaluable. Learning about real-world deal examples and techniques has given me valuable knowledge and confidence to deliver for my clients. I also utilize several resources members are offered.

As a seasoned M&A advisor, what changes and trends do you see on the horizon that will impact on M&A?

The recent COVID 19 pandemics has exposed the fragility of some industries and businesses. Supply and partner channels are starting to be reviewed by every company. The sustainability of resources, revenue, and productivity within businesses are being studied and viewed very differently than before the pandemic. The reactions by governments and banks have to be taken into consideration. All of this will result in what I believe is a change in deals and how they are structured for the near future. Reps and Warranties will be expanded and Material and Adverse Effect clauses will be further expanded. I also believe we will see more earn-outs and holdback mechanisms to address short-term uncertainty. No matter how small your client’s business, it is probably affected directly or indirectly by global trade, supplies, and productions. Identifying the strengths and weaknesses of your client’s business and industry can help prepare them for negotiations by setting the right expectations.

What advice would you give to new people entering the profession?

This is a rewarding profession that requires hard work and many different skills and talents. It’s an excellent way to become your own boss. There are many business owners out there that don’t understand how to sell their companies or find buyers. You have the opportunity to educate yourself in the profession and deliver a valuable service. Be prepared that the sales cycles are very long and success doesn’t happen overnight. Utilize the M&A Source and its members to develop your skills and help you become better.

Please tell us something about yourself that has nothing to do with your M&A career?

My wife and I love to travel the world and have recently started hiking. Also, until recently I was racing cars on the weekend and have now gotten into motorcycle adventure riding. I’m fully embracing my mid-life crisis!