Procurement Financials Content

20 Tips to Maximize Private Equity, Investment and Strategic Buyer Outcomes (Part 1: Preparing Wisely) [PRO]

In recent years, we’ve spent thousands of hours working with private equity groups, CEOs and boards to evaluate acquisition targets — and with sellers to optimize exit scenarios and outcomes in the procurement solution market. In each M&A advisory or SolutionMap due diligence benchmark engagement, there has not been a single study in which we have not learned something new as a team. While from a seller perspective specific tactics can change over time based on conditions in the capital markets, the overall economy and other externalities (e.g., the current “dry powder” excess), there are well over 20 universal tips that we’ve identified that can apply in nearly all scenarios.*

So we decided to write this Spend Matters Nexus brief to share our top 20 lessons learned from the perspective of sellers’ to maximize their private equity, investment and strategic buyer outcomes (based on working “the other side” of the transaction). Today, we start with an initial five tips to prepare wisely (ideally) before a process begins. In the second installment, we’ll continue to share the next five tips for preparing wisely as the actual process approaches (i.e., “pre-process” tips). Then in Parts 3 and 4, we will jump to the actual deal process itself, offering tips for stewarding the effort and driving to an optimal outcome.

Jason Busch serves as Managing Director of Spend Matters Nexus, a membership, research and advisory organization serving technology acquirers (private equity, corporate development, etc.) and CEOs in the procurement and finance solutions marketplace (including contract management, B2B marketplaces/connectivity, indirect procurement, services procurement, direct procurement, commodity management, payment, trade financing, GRC/third-party management and related adjacent sectors).

Proactis in Play: Arbitrage and Analysis [PRO]

Two weeks ago, Morningstar reported that Proactis had “received a takeover approach from an unnamed U.S. investor, together with a number (of) expressions of interest,” and that its bankers would review the offers. For those not familiar with the UK-based Proactis, the procurement solutions provider has deep spend management roots on both sides of the Atlantic spanning the private and public sectors, owing to numerous acquisitions made over the years, including, most recently, Esize in 2018.

This Spend Matters PRO and Nexus analysis provides a cursory overview of Proactis’ assets based on past coverage and analyzes the current situation and opportunities for the firm and potential acquirers — as well as different segments of acquirers that may be interested beyond financial buyers alone.

Large Companies Lack Cash to Fund Their Supply Chains

procurement

David Gustin is the chief strategy officer for The Interface Financial Group responsible for digital supply chain finance and is a contributing author to Trade Financing Matters.

The popular opinion has been that many large American companies are flush with cash. In fact, surveys from some reputable institutions support this view. The AFP’s corporate cash survey found during the second quarter of 2019, U.S. businesses continued to build their cash and short-term investment holdings. This is intuitively supported by events like the corporate tax cut last year.

But this narrative is highly misleading.

10 Reasons for Procurement to Work With Payments (Part 3) [Plus+]

early pay

Closing the payment gap – not just the invoicing gap – remains a Holy Grail for procurement organizations looking for greater oversight and control in transactional purchasing and even supplier relationship management. It’s also a means to bring finance and procurement organizations closer together – and to prove that finance is really procurement’s ally in the struggle to wrestle the maximum amount of utility out of P2P programs together, rather than separately. As my colleague Pierre Mitchell has noted, “any land grab is usually about job security built upon the pillar of bureaucracy.” In other words, finance and procurement must really be in the payables thing together.

The 10 reasons for procurement to work with finance departments are:

1. The value of control and oversight of the end-to-end transaction with suppliers
2. Building greater invoice/transaction insight that can bridge the visibility gap in getting line-level detail to supplier invoices without having to request information from suppliers
3. Being able to quantify efficiency driven metrics through a Trojan Horse adoption approach to e-invoicing
4. Reducing supplier risk
5. Capturing savings/leakage through closing the transaction, invoice and payment loop
6. Not getting taken advantage of by vendors that hide the total cost of P2P implementations by masking the amount suppliers are charged
7. Flexibility on supplier engagement/fee assumption in the case of supplier network models
8. New securitization/capitalization opportunities (e.g., securitizing the discount of forward payables through converting the discount classification to revenue)
9. Effectively addressing payables also forces addressing the “payment clock” question as early as possible to capitalize on opportunities.
10. Create powerful “information exhaust” around the optimal means of engaging with suppliers on a total cost basis – beyond just reducing risk. This not only includes capturing additional discount opportunities through payment integration, but also understanding how and when suppliers (and different groups of suppliers) are taking advantage of different payables opportunities.

The Fallacy of Non-Recourse Invoice Finance

In life it is important to distinguish between marketing and reality. When it comes to invoice finance, one marketing myth that has persisted is that non-recourse invoice finance shifts payment risk from seller to funder. Unfortunately, non-recourse factoring is one of the most misunderstood subjects in commercial lending. As a result, companies undertaking some form of invoice finance, receivable finance or factoring tend to have the wrong expectation about this product, potentially incurring unnecessary costs and not truly understanding the credit-risk relationship.

Icertis becomes first true CLM unicorn, with $115M funding round — and it sits atop a market that’s red hot and ripe for M&A [PRO]

Global Risk Management Solutions (GRMS)

Icertis announced today that its latest funding round raised $115 million and that the provider of contract lifecycle management (CLM) is now valued at more than a billion dollars, reaching proverbial “unicorn” status.

The funding round was led by two groups, Greycroft and PremjiInvest, with participation from B Capital Group, Cross Creek Advisors, Eight Roads, Ignition Partners, Meritech Capital Partners and PSP Growth, according to a press release. The latest round brings total funding to date to $211 million, the release said.

Mark Terbeek, a partner at Greycroft, said in the release: “We’ve seen (Icertis) become the undisputed CLM leader, acquiring a huge stable of blue-chip customers and generating a return on capital that is among the best we’ve ever seen. We have no doubt they will become the next giant in the enterprise SaaS market.”

The release also noted that “the AI-infused Icertis Contract Management (ICM) platform is used by companies like 3M, Airbus, Cognizant, Daimler, Microsoft and Sanofi to manage 5.7 million contracts in 40+ languages across 90+ countries.”

Icertis is private and doesn’t disclose revenues, but it has been growing extremely quickly (claiming 125% CAGR over the last four years), and with over 800 employees, a forward-looking revenue run rate approaching $200 million seems reasonable, and only requires a 5X multiple to get to a $1 billion valuation (we believe the revenue multiple to be higher than this).

Also, Icertis is a clear market leader in the CLM space based on our latest Q2 2019 SolutionMap deep-dive competitive assessment (available here for free). And, Icertis competitor Exari was recently acquired at roughly a 10X multiple, so there should be little doubt about Icertis’ favorable prospects.

Icertis announced that its new $115 million in funding will be used for continued product development in adjacent product areas (and geographies), verticalization, possible acquisitions, blockchain development and, of course, AI — which is red hot in CLM.

Spend Matters has covered Icertis for years, and while the firm’s stated mission to “become the contract management platform of the world” may seem a bit audacious, the firm has executed historically well due in part to its strong management team and focused strategy as a true CLM pure play that doesn’t focus on any one particular business process area (e.g, within the sell-side for customer contracts).

The firm is also buoyed by the fact that the CLM market is throwing off its shackles as a place for glorified document management systems set up by legal departments to transfer commercial risk to counterparties. Rather, contracts are becoming the ultimate system-of-record for B2B commerce, not just from a legal department standpoint, but a financial one (e.g., where contracts become the new ledgers that augment the G/L), a regulatory/risk standpoint, and an operational one relevant to any place where internal/external stakeholders make commitments to each other.

We call this concept “commercial value management” (CVM), and we discussed its framework in a recent Spend Matters PRO research paper titled “Commercial Value Management: Making Contracts the Commercial Core of Enterprise Value (Part 1).” In it, we stated:

“There is a subtle shift happening within the scope of contract and commercial management (CCM), and a not-so-subtle shift that is also happening within the digital realm (e.g., namely artificial intelligence, low-code platforms, open source, “XaaS”). What’s happening is that as contracts get digitized and more deeply modeled, they are becoming the single most important piece of master data within the enterprise that touches virtually every single stakeholder within these core processes and also within corporate functions such as R&D, risk management, strategic planning, treasury, audit, sustainability, digital/innovation and others.”

In the rest of this Spend Matters PRO / Nexus brief, we’ll examine the following topics:

* Icertis’ prospects relative to multiple CLM market segments and competitors
* How CLM’s evolution to “CVM” impacts Icertis. (Think of CVM as “extended CLM” on steroids.)
* M&A, exit and other considerations for Icertis — including potential acquirers as an alternative to an IPO.

And in a subsequent deeper dive in the August/September inaugural Spend Matters Nexus members’ newsletter for private equity firms/investors, corporate development teams and solution provider CEOs, we’ll feature Icertis and analyze:

* Icertis’ strategy: lessons learned and key takeaways
* Valuation drivers (for Icertis and similar firms) and possible Icertis M&A acquisition prospects/targets
* The prospects for procurement suite providers with legacy CLM capabilities and Apttus, Conga and others in a CVM world

OK, let’s get to it …

Jaggaer Deal: 5 Enterprise Value Creation Takeaways Learned From Shaping a Procurement Workhorse (Not Just a Unicorn) [PRO]

Last week, Jaggaer announced that Cinven, a European-based private equity firm, had acquired a majority stake in the provider. Various sources, including Bloomberg, place the enterprise value of the transaction, including debt, at $1.5 billion. But as in all private company valuations, it is important to exercise caution in reported numbers and even more so “unofficial” numbers, given the various minority ownership interests, debt, covenants and other considerations associated with such a transaction.

Regardless, we suspect that Accel-KKR, which previously held a majority stake and retains an ownership interest in Jaggaer — as well as Italmobiliare, the original owner of BravoSolution, and a near 10% owner in Jaggaer prior to Cinven’s investment — post transaction, materially increased the enterprise value of the combined SciQuest, BravoSolution and Pool4Tool assets that it brought together under the Jaggaer umbrella. This Spend Matters PRO and Nexus research brief quickly analyzes the state of Jaggaer post-Cinven investment and provides five takeaways for investors, CEOs, corporate development professionals and others curious about the synergies that Accel-KKR created.

Announcing Spend Matters Nexus — Where Capital and Strategy Converge

As I hinted at last week, we’re excited to announce the launch of a new research, advisory and networking organization — Spend Matters Nexus.

The Nexus membership program is designed for investors/acquirers (private equity, corporate development, etc.) and solution provider CEOs in the procurement and finance technology/solution ecosystem. Membership offers a new strategic lens to the solution areas covered on Spend Matters.

Nexus was borne out of an increased demand for research subscriptions, due diligence and strategy support with our private equity clients in late 2018 (which has picked up exponentially this year). But recently, our team realized there was a flip side to working with technology acquirers — providing relevant market intelligence for solution provider CEOs, boards and leadership teams on their own strategy, corporate development and business development/partnership initiatives.

Spend Matters Nexus will hopefully become invaluable for both groups. The goal is to provide market intelligence, strategy and due diligence advisory for private equity firms and investors. For CEOs, boards and leadership teams, the program offers insights spanning strategy, corporate development and business development/partnership topics. For all members, there are invitation-only networking opportunities.

2019 M&A and Investment Dynamics For Procurement Technology and Solutions: Segmenting the Market (Part 2) [PRO]

By Spend Matters’ count, there are hundreds of cloud technology providers in the procurement technology sector, and well over a thousand if you count providers with a solution orientation (which may include market/category intelligence, consulting, advisory and related capabilities). Investor and M&A interest across this landscape of providers — from both strategic and financial buyers — is at an all-time high.

We define procurement solutions as technologies and services that target a range of areas that include:

— Core procurement (i.e., source-to-pay, procure-to-pay, etc.)
— Direct procurement
— Services procurement
— Contract management (that goes beyond supplier contracts)
— Accounts payable
— Trade financing (B2B Fintech)
— B2B (transactional connectivity, marketplaces, aggregation and GPO models)
— Third-party (supplier) management, from a GRC standpoint as much as from a procurement standpoint

In the first installment of the series, we introduced the first five groups of providers attracting the most investor and buyout attention: procurement technology suites, transaction-focused solutions, payment/financing providers, nimble solutions and leveraged buying/GPO models.

Today, we continue our focus on the “who” — exploring the final five groups of providers, including sharing illustrative providers in each segment and why buyers are attracted to each group. The five groups are:

— data/analytics/market intelligence solutions
— services procurement providers
— contract management and analytics vendors
— supplier management (and contractor management) providers
— “finance first” or “fi-pro” procurement solutions

Series Abstract: This multi-part Spend Matters PRO research brief explores the “who” (i.e., what types of companies are attracting the most interest and the profile of different buyers), the “why” (i.e., typical investment theses) and the “how” (i.e., the mechanics of deal processes and what is unique to the solution area, including where buyers that are new to the sector often have a higher learning curve than expected). It also explores some important dynamics in the market that have changed in recent months as buyer interest from both the strategic and financial sides increases.

Mastercard Track: A Gateway to a New Kind of B2B Ecosystem (Part 2) — SWOT Analysis and Market Implications [PRO]

Over a decade ago, American Express led the payments way in making innovative investments aimed at procurement organizations and their suppliers, primarily through its venture and partnership arms. (Remember MarketMile/Ketera, anyone?) But more recently, it appears that Mastercard has picked up the B2B innovation mantle, opting to organically build a solution aimed at buyers and suppliers with procurement front and center in the business case crosshairs. This new solution, Track, surprised us in multiple ways (click here for an introduction to Track), especially for its audacious supplier network vision (and we might add also for what it is not doing, at least not yet).

Is the tail of Mastercard’s new supplier network offering — comprised of a trade directory, supply risk monitoring capability and payment ledger — wagging the payments dog? The answer might surprise you. This purebred procurement solution can hunt without even hinting at the need to enable a virtual or corporate card swipe.

Indeed, with its new Track solution, Mastercard appears quite serious about the procurement and supplier management market beyond just finding creative ways of leveraging its rails to enable payments. With this new product release, Mastercard stands in contrast to American Express, among others, which still appears to be taking the same old B2B payments and financing pooch out for a walk, albeit with an updated veneer for the digital working capital era.

But before we drown in our doggy metaphors, let’s analyze what’s good — and what’s not so good — about Mastercard’s first generation Track release and what it means for procurement organizations, supporting services providers (e.g., consultancies) and the procurement technology sector as a whole.

Mastercard Track: A Gateway to a New Kind of B2B Ecosystem (Part 1) — Vendor Introduction and Solution Overview [PRO]

B2B payments represent a significant opportunity for payments providers. Within the U.S. alone, Deloitte research suggests that B2B payments are expected to reach $23.1 trillion by 2020, following a 5.8% CAGR since 2014, with large enterprises accounting for more than 60% of all transaction volume. Financial institutions, however, have placed comparatively less emphasis on the B2B space in favor of B2C transactions, which in spite of their smaller relative total size present less complexity in terms of technological and process problems to solve. Yet this is beginning to change. Banks, payment providers and other institutions are doubling down on the opportunities in B2B, and some are even starting to get their foot in the door by offering software targeted toward procurement organizations. For example, Mastercard has been rolling out its new Track solution in partnership with major banks and P2P and S2P suite providers and via public demonstrations at vendor conferences like Basware Connect and Ivalua NOW. Following the integration of Track’s payment capabilities with Singapore’s Networked Trade Platform (NTP) last year, Mastercard is getting its procurement technology start in, of all things, supplier master data and risk management. This may seem like an odd fit, especially when there are other technology providers offering similar — or in some cases, far more sophisticated — tools for managing supplier data and tracking third-party risk. As many B2B “old timers” know, banks and payment networks (Mastercard included) have been trying to insert themselves into P2P processes for nearly 20 years, and the results have been a failure every time, because they were always about funneling the transactions to their payment networks in order to charge suppliers 2% to 3% processing fees. This relegated these initial efforts to tail spend and highlighted how they couldn’t add value to the broader S2P process.

But we think this solution from Mastercard actually has huge potential and will likely be a market disruptor. Why? Well, from a practitioner standpoint, what would you think of a vendor who took all your supplier master data and then ran it through its “magic engine” and then showed you all the duplicates and supplier risk warning flags — and they did this on a freemium basis? That should catch your attention. And it should catch the competitive attention of D&B, LexisNexis, supplier networks, supplier risk/intelligence providers, supplier discovery tools and others that play in this space, as well as the partnering attention of S2P application providers that want an instant supplier network partner that can do more than process low-dollar transactions on a payment network.

Mastercard is just starting the first act of a longer, platform-based play, and the question today is simple: Is this “priceless” MDM and supplier risk solution worth a look? The answer is a resounding “Yes!” Because unlike other services in the space, Track takes the long view, supporting Mastercard’s aspiration to enable and connect into a global B2B ecosystem of multiple services, from business identity and risk management to payment facilitation and trade finance. And while we expect many of Track’s initial capabilities and partner offerings to evolve over time — what Mastercard has been publicly demonstrating over the past several months is more of a minimum viable product than a fully matured and battle-tested solution — the first cut is worthy of a deeper dive.

This Spend Matters PRO Vendor Introduction offers a candid take on Mastercard Track and its initial capabilities. Part 1 includes an introduction of Mastercard’s offering and a breakdown what the solution can (and can’t) currently do. Part 2 will provide a SWOT analysis and our key recommendations to interested parties (procurement organizations, technology providers, supporting services providers) evaluating Track as encountered through partner P2P or S2P providers.

Can Source-to-Pay Networks Go Beyond the Approved Invoice?

e-invoicing

Many source-to-pay (S2P) networks struggle to monetize their supplier ecosystem, and a few are looking to change things by using their network data to be more innovative with early pay finance, particularly invoice finance.

For those not familiar with invoice finance, there are three stages where it can be done: