It’s been a while since my last post, and a lot’s happened since then.

• We hosted (most of the) World Cup, enrapturing over 1 million visitors in the charms of America, thanks to our friendly and welcoming people, the allure of Ranch dressing, and the wonder of Buc-ees truck stops, probably in equal proportion. The tiny nation of Cape Verde and the rowing

  Vikings of Norway stole our hearts, while Messi and Mbappe put on a show.

• My beloved Knicks took its massive fan base and the entire city of New York on its back in a magical playoff run to win the NBA championship, breaking a 53 year drought. Brunson, Towns, OG and the rest; how can you not love this team?

• And I’ve been kinda busy with clients too. If the summer is supposed to be slow, nobody told the M&A market.

Moving on. Over the past few years I’ve asked dozens of people who buy event businesses - whether PE firms and family offices or strategic buyers - what are the biggest reasons deals fall through. And the answer is pretty consistent. This week’s newsletter was inspired by a deal I’m working on that almost came off the rails for this exact reason. Read on below.

In this issue:

• Industry M&A updates.

• Shake up at Skift Meetings.

• EVG makes its seventh investment in the past 18 months.

• David Adler’s revealing profile of me and how event agencies are starting to have their moment in the sun.

• The powerful currency of trust in M&A, and the biggest thing that can undermine it.

• What to do if you miss your numbers while in market.

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M&A Updates & Industry News

• NY-based MGME has acquired Key Meetings & Events, based in the Bay Area, effectively doubling MGME’s size. The deal brings Key’s expertise in working with private equity clients, and makes MGME a legit bi-coastal agency. This is MGME’s first acquisition since joining the InteleTravel group. Key founder Heather Keenan joins MGME’s leadership team, led by CEO Carvie Gillikin. I’ve known MGME since it was cobbled together in a 3 way merger several years ago by founder Jeff Guberman, and have had the pleasure of working with Carvie last year; it’ll be interesting to watch these two firms come together.

• Liz Nacron has bought out her partner, Anne Trompeter, and is now the sole owner of Chicago-based Live Marketing. I’ve gotten to know & work with Anne & Liz over the past year, and am so happy for both of them. Anne is stepping back from the day-to-day operations of the business, and is thrilled to scale back her time, while Liz will lead the firm into the next stage, and continue her role on the board of EDPA.

• Cohera (created last year from the merger of 360 DMC and CSI DMC) has a new CEO, Trina Roffino. 360 founder Trevor Hanks is transitioning to Head of Corporate Development, a sure indication that we’ll see a number of acquisitions in the future.

• The Events Venture Group (EVG) has now invested in 7 event companies since its founding in late 2024, including Quantum World Congress, explori, Deep Tech Momentum, Stablecon, the Longevity Show, Next Campus, and most recently Nexus Labs. All in, EVG has provided over $4M in capital to help these entrepreneurs take their companies to the next level. I’ve found it fascinating to see how the business leaders in the group evaluate investment opportunities, what kind of questions they ask, how they think about an exit, and other insights. If you’re an early stage startup or an established business looking for growth capital, contact me.

• Skift Meetings shakeup and pivot. Skift Meetings announced that they’re moving from “covering the meetings industry to serving its decisions with intelligence.” They provided little detail on what exactly that entails, but it’s likely CEO Rafat Ali wants Skift Meetings to match the depth, gravitas, insights, and - most importantly - revenue of big brother Skift Travel. They’re also probably feeling the heat from A Media Operator’s recent foray into event business content. Skift Meetings Editor In Chief Miguel Neves, who took over from Julius Solaris five years ago, is out, replaced by David McMillin, while Monique Agaliotis takes the reins as Managing Director, focusing on the business side. Veteran industry journalists Andrea Doyle and Barbara Scofidio, who’ve broken some great stories over the years, are staying on.

Humble Brag

Humble brag: BizBash founder David Adler’s been writing deep dive articles in his Gathering Point newsletter for the last year or two, where he delves into industry trends, future predictions, and thoughtful bios of some of the event industry’s most interesting and influential people. Like, really deep, as in 5-7k words each.

What’s unique about it is he digs into people’s pasts and personal lives, often revealing the seminal experiences in their youth that influence who they are today. Who knew, for example, that Vok Dams CEO Colja Dams’ experience as a teenage magician drove his desire to create experiences that dazzle audiences.

This is a great example of my narrow-and-deep philosophy, and a far cry from the perfunctory profiles you typically see in trade media.

Last month I had the honor of being one of those people profiled. While the headline, The New Mayor of the Event Agency World?, and most of the piece, focused on the Event Agency C-Suite Summit, agencies’ need agencies for true peer community, and the state of M&A, you can also get a glimpse into how I started out being a club promoter (which a number of us did as well), my journey through brain cancer during Covid, and other interesting tidbits.

The # 1 Reason Deals Fall Through

Recently I was working on the CIM (Confidential Information Memorandum, the pitch deck used to showcase a company to prospective buyers) for a client, and there was some debate about which revenue and EBITDA numbers to use for this year. The CEO felt comfortable forecasting around $4 million of EBITDA. The owner wanted to show $5 million, which was definitely possible, however unlikely. The debate between the two is illustrative of the #1 reason acquisitions fall through.

The owner’s rationale is a common one I see: that higher numbers will attract more potential buyers. And he’s right. Higher profit for sure will draw more interest. But it’s the wrong decision. Here’s why.

Hands down, the #1 reason that deals collapse is because companies miss their numbers when they’re in market. I’ve spoken to numerous PE firms who invest in the event space who’ve confirmed this. [For one example, see my interview last year with Luke Myers of Truelink Capital, which acquired GES in 2024].

The Currency of Trust

Why? When people buy companies, they’re betting on what the businesses will do in the future. Strong performance from prior years is great, but it only serves to give buyers confidence about the company’s future projections. Since there’s no guarantee what the future holds, at some point, buyers are making an educated bet on how likely those projections are to come true. If you’ve been growing 20% a year for the past 4 years, and are showing 20% growth next year, buyers will have an easier time trusting management’s forecasts of similar growth in the future.

In short, sellers need to cultivate trust from the buyers about their future numbers. Missing the numbers you’ve shared in the CIM is the fastest way to lose that trust. And, as in relationships, once trust is eroded or gone, it’s very hard to regain. If they misled us on the current year’s numbers, the buyer thinks, what other claims are they making that are suspect? How much should we trust their revised forecast? As soon as they see you’ve missed your targets, especially if it’s a big miss, buyers will question everything, which in turn extends the process.

Worse, they may walk away altogether. It costs a fair amount of time, money and energy for buyers to go through the diligence process, and they can only pursue a few deals at any given time, so they might decide it’s not worth the effort. Even if they don’t walk away, there’s a good chance they’ll re-trade the deal and lower the valuation, or push more if into an earn out to mitigate the risk.

They’ll Find Out Anyway

The irony of this is that even if you don’t disclose that you’re missing your numbers, the buyer will find out in the confirmatory diligence phase. Among other things, they’ll dig into your pacing vs. prior years at the same point in time, and will do their own math.

So yeah, showing more aggressive numbers in the CIM will certainly draw more buyers to the table, but you’d better make sure you can hit them. Because if you miss them, you’ll likely wind up with fewer buyers than if you hit more conservative projections, and the ones that do remain will bring a greater level of skepticism to the deal.

In addition, hitting or exceeding those more conservative projections banks you goodwill with the buyers. And if you blow the numbers away, the offers will reflect that.

What to Do If You Miss Your Numbers

One of the things I’d always point out to a new hire at my companies was about managing expectations with me. If you’re supposed to do something by a particular date and can’t do it, I’d say, don’t let me find out when we meet on that day. Tell me, in advance, that you may not meet the deadline, give me the reason why, then offer up a solution (either a revised delivery date, or an alternative approach). The same rules apply here.

1. Get Out In Front of It Right Away

There’s a world of difference between a buyer discovering, on their own, that your numbers are significantly down, and you preemptively telling them about it up front. The former will severely undermine trust with the buyer; the latter is manageable.

Entrepreneurs are optimistic by nature, and will commonly think it’s just a matter of time before a sales slump will turn around. And often it does, but things can also get worse. Sellers need to take a hard look in the mirror and be brutally honest about where they’ll wind up by the end of the year, or at a minimum how far off they’ll be when it’s time to go into diligence.

Being up front with buyers about where you stand isn’t a sign of weakness. It’s a sign you’re managing your business prudently, providing you follow the steps below.

2. Have An Explanation that Holds Water

Even the most responsible forecasts can be hit hard by things beyond our control. Whether it’s external disruptions (e.g., tariffs, the Iran war, wildfires cancelling events, or a major economic downturn) or internal ones (e.g., a major client gets acquired, putting their events on hold), the miss might be understandable.

What doesn’t hold water, however, are explanations for things under your control, like simply mismanaging your sales pipeline, losing clients because they went to a competitor, or losing key staff.

Sophisticated buyers can tell the difference between a seller who did honest projections and got blindsided by something unanticipated, and one who was goosing their numbers.

Whatever your explanation, buyers will be far more understanding if you can back it up with facts and data. One client I’m working with has seen a 40% drop in attendees coming to their event from Canada, due primarily to Trump’s trolling about them becoming the 51st state and the on-again-off-again tariffs. And he was able to back that up with pacing reports vs. prior years.

3. Say What You’re Going to Do About It

In the example above, when the CEO shared with the buyer the 40% drop in Canadian attendance, he also announced how he was addressing it. His company offered to neutralize the exchange rate, enabling Canadians to register for the event at the lower price in dollars. A $2,400 ticket in USD translates to $3,346 in CAD; by enabling Canadians to pay only $2,400 in CAD, he effectively saved them around 30%. Yes, he took a hit on the price, but he salvaged a big chunk of revenue.

Whatever explanation you have for your drop in numbers should be accompanied by a strategic plan to combat it. In addition to looking like an experienced, professional operator, you’re also showing the buyer that the company they’re potentially purchasing is resilient, that there are options when things go south.

4. Make Sure Your Revised Forecasts Are Rock Solid

Finally, make damn sure that you’re confident you’ll hit your revised forecasts. If you miss these updated forecasts, it shows you don’t have a handle on your business. Worse, the buyer now has little to no confidence how much lower the numbers will go. Nobody wants to try to catch a falling knife.

Best Practices

There are two seemingly incompatible mandates at play when selling a business:

1. It’s critical to keep the proverbial trains running on time during that process in order to ensure you hit your numbers while in market.

2. It takes time and focus, even for the most buttoned up companies with clean books and efficient systems and procedures in place. And because it’s such a big deal, likely the largest financial transaction of your life, it’s going to be top of mind for 6-12 months.

Given these two requirements, it’s helpful to have two different people focus on each area.

• Person A’s top priority is keeping the business running smoothly.

• Person B’s opportunity is getting the deal done. This can be someone on your leadership team, like a COO, or a board member (if you have a board) with some M&A experience.

Though each will still be involved with both areas, dividing and conquering like this eases the burden for both.

*If you don’t have someone to fill the Person B role, just be prepared to allocate additional time to work on the deal, and consider offloading some aspects of your day-to-day workload to others. A good banker or M&A advisor will guide you on which phases of the process (and when they occur) will require more or less of your time, to help you plan accordingly.

Postscript

In the example I cited at the start of this post, the client followed my advice and went with the lower $4M projection for this year. Ironically, they’re on track to miss even that number, by around 20%, while we’re in the final stages of negotiating the LOI with a buyer. Thankfully the buyer really likes the business and presented a revised offer based on these new projections. But it’s come at the cost of eroded trust, as evidenced by these comments that came with the new offer:

• After being pushed on value, we were surprised by the updated forecast, which projects a material miss to both the CIM and 2025 — with the business tracking to its lowest revenue output since COVID.

• Had we moved forward at the revised valuation, we'd have had an immediate problem the moment we began spending real money to close — never a good dynamic to start from.

Lesson: Don’t miss your numbers once you go to market.

Here’s to taking your event business to the next level!

Howard Givner
Senior Advisor | Oaklins: DeSilva & Phillips (M&A)
CEO | Heathcote Advisory Group (Consulting)

Catch up on recent articles:

• What’s Keeping Agency Owners Up At Night

• Narrow & Deep | Iran War Impact | Agency Summit Update

• Gradually and then Suddenly: the Widening Eventprofs AI Gap

• A Slew of Event M&A Deals to End the Year

• Q4 M&A Update: Bullish on the Industry, Cautious on Deals

• Mastering the Exit Strategy: Insights On Selling Event Businesses

• The View From Private Equity

• Tailwinds

• Preparing Your Event Business For Sale

If and when you’re ready, here are ways I work with event business owners and executives:

• Business Coaching & Owner Accountability

• Business Diagnostic & Company Valuation

• Growth Consulting

• Exit Planning

• M&A (Buy Side & Sell Side)

Wanna chat? Email me to schedule a call.

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