StC News

Harris Williams & Co.: the quiet deal-makers of Richmond

Hiter Harris '79 - co-founder of Harris Williams & Co. (Richmond Times-Dispatch)
By JOHN REID BLACKWELL Richmond Times-Dispatch

Ask anyone to name some Richmond-area businesses that have a national or international influence, and the likely response will be some big-time Fortune 500 company names in manufacturing, insurance or retail.

Unless you’re talking with a real business insider, though, Harris Williams & Co. isn’t likely to be mentioned.

“We tend to fly under the radar,” said H. Hiter Harris III, who co-founded the investment banking firm in 1991 with Christopher Williams. They both serve as managing directors of the firm, which has its main office at Riverside on the James in downtown Richmond.

Being a somewhat under-the-radar business is intentional for Harris Williams. Investment banking is the type of business that tends to operate behind the scenes, but it has a key role in one of the essential elements of the U.S. and global economy: mergers and acquisitions.

Harris Williams works on the sell-side of the M&A business, providing advice and services to the owners of companies who have decided they want to find a buyer for their business.
“From the time that someone decides they want to sell until the money is in the bank, we are leading every step of the way,” Williams said. “There are a thousand things that have to happen between those two points. Very few firms out there do it well.”

The role of Harris Williams includes helping the owners of a firm determine its value, scouting potential buyers, facilitating meetings between the buyers and sellers, crunching the numbers on offers, and assisting with negotiations.

Since Harris and Williams started the company with just the two of them working from a small Richmond office, it has grown into an international player in the middle-market M&A space, with 230 employees and eight offices worldwide.

Working in the middle market means the firm typically does deals valued at $100 million to $2 billion, a range that has grown over the years.
The goal, Harris said, is to end up with a deal that is “a win-win” for the buyer and seller.

“We are arguably one of the largest, or the largest, middle-market M&A firms in the country,” Harris said, pointing out that the operative words there are “middle market.” “But we are right here in Richmond. Most people think that firms like ours are in New York, or maybe LA or Chicago.”

“Most people don’t realize the talent that (Harris Williams) brings to the Richmond area,” he said, noting that the firm has recruited staff members from all over the U.S. to work here.
***

The shelves in several rooms of the Harris Williams office are lined with the mementos of past deals, rows of small statuettes or trophies that go by the somewhat grim name of “Tombstones,” but each of them was created to mark a successful deal completion.

“More often than not, we will have been engaged with a company for two or three years” before a sale occurs, said Ned Valentine, Harris Williams & Co.’s executive managing director.
“We will come in and meet with the business and help them think about what that ultimate transaction might be,” Valentine said. “We are thinking along the path of how they can best maximize value and grow the business.”

This calendar year, Harris Williams likely will complete about 70 transactions, Valentine said.
M&A activity dropped off during the recession — the number of transactions dropped almost 17 percent nationally in 2008 and 13 percent in 2009. But it has since been making a slow recovery, and the number of transactions to date this year is up about 2.8 percent compared with 2013.

Harris Williams executives said the firm saw its market share grow after the recession to about 2 or 3 percent in a highly fragmented industry.
“Between 2009 and 2014, we have grown about eightfold” in revenue, Valentine said. The firm does not report specific revenue figures.
In part, that’s because Harris Williams has been doing more deals of higher value, which helps improve its own revenue, though deals in the $100 million to $200 million range also remain its bread and butter.
***

Increasingly, those deals involve international players. This year, Harris Williams has executed deals involving buyers or sellers in 11 countries: the United States, the United Kingdom, Canada, Greece, France, Australia, India, Switzerland, the Netherlands, Germany and Japan.

The company opened its first overseas office in 2009 in London. In 2013, it added an office in Frankfurt, giving the company better access to buyers across continental Europe.
“In general, the business is becoming more global,” Williams said.

Within the past year, for instance, the firm handled a deal for a United Kingdom-based client that involved selling a company based in Israel to a Chinese buyer.
The deal was handled by a team from Harris Williams’ London office and its Richmond office.
“Twenty years ago, you did not have the Internet and viable cellphone networks,” Harris said.

Technology “has really leveled the playing field across the world,” he said. It also has generally driven up the valuation of companies in the sale process.
***

Richard Coughlan, associate dean of the University of Richmond’s Robins School of Business, said Harris Williams’ extended period of success has been driven by its deep relationships with the most important players in the world of private-equity and privately owned businesses.

The firm also has superb talent acquisition and steady decision-making by its leaders, even in difficult economic conditions.
“Having their headquarters in Richmond has allowed them to develop a perspective that is, indeed, different from deal-makers in New York, and the firm has done a terrific job of leveraging that difference where it matters,” he said.

Activity in M&A may slow in 2015, Coughlan said. “Yet Harris Williams seems to be in an excellent position to maintain a very steady flow of deals going forward,” he said.
***

While most of the deals the firm works on are for companies outside the Richmond region, Harris Williams does advise local clients.
In 2008, for instance, the firm worked with Amentra Inc., an information technology consulting and services firm based in Richmond, to find a buyer. Amentra eventually was acquired by Red Hat Inc., a Raleigh, N.C., software and business services company.

Amentra founder Matt Ernst said he approached Harris Williams for advice after he started to get offers for the business, which he had built into a successful venture over eight years.
Getting offers for the company “made me think maybe I should take a step back and get advice,” he said. “Amentra was kind of my baby, but I had to look at it as a business, too.”

“They were kind of the quarterback,” he said of Harris Williams. “That allowed us to run our business, and they took over everything” related to the sale process.
“If you try to do that yourself, you would have to hire a staff. You would not be able to run your own business,” he said.

The negotiation was handled under the code name “Project Seven,” Ernst said.
***

Code names are given to deals the firm works on to ensure privacy. As a sales process occurs, just a handful of people in the firm will know who is involved, because buyers and sellers don’t like to make their intentions public before a deal is done.

The need for secrecy is illustrated by one of the better-known acquisitions handled by Harris Williams in the Richmond area: the 2010 sale of the family-owned Ukrop’s Super Markets Inc. to the U.S. division of the Dutch supermarket company Royal Ahold NV.

“We had never done anything like that before,” said Robert S. “Bobby” Ukrop, who at the time was the grocery chain’s chairman, president and CEO.
“It was not something that we were familiar with,” he said. “They taught us and coached us.”
Speculation was running rampant about who might buy Ukrop’s. The need for confidentiality was so great that for one dinner meeting with a potential buyer, Harris Williams arranged for a chef and wait staff to be brought in from outside the Richmond area, Ukrop said.

That way, Ukrop said, “there would not be anybody there that would possibly know that the Ukrops were meeting with some group from out of town.”
“My point is, there is a little bit of intrigue to it,” he said.

“There is a huge amount of coordination” involved in selling a company, Ukrop said. “Different buyers have different interests, and something that appeals to one buyer may not appeal to another buyer. ... (Harris Williams) helped us through that, and that is why they are good at what they do.”

Of the Ukrop’s deal, Harris said, “one of the greatest things in our job is occasionally representing families and family-owned businesses. When you can go through one of those transactions for very good people, it is rewarding.”
***

Doing deals in hundreds of millions or billions of dollars is a far cry from how Williams and Harris started out.
“Our first brochure said deals in the $500,000 to $10 million range,” Harris said.

Harris and Williams first got to know each other as graduate students at Harvard Business School.
Harris grew up in Richmond and was a kicker on the football team at Hampden-Sydney College. He worked in commercial banking, the profession his father and grandfather had worked in, before deciding he wanted to go into the M&A world. Williams is originally from Covington.

“Coming out of business school, I thought (M&A) would be an exciting career to dive into, and I had always loved finance,” he said. “I never imagined the M&A market, which was somewhat in its infancy in the mid-’80s, would grow into what it is today, but I did know it would be a growth industry for a long time.”

After Harvard, the two also worked together in investment banking in Charlotte, N.C., before deciding to come to Richmond to create their own firm in 1991.
“1991 was a bad down cycle,” Harris recalled during a talk at UR’s Robins School of Business in October.

“There were nights when I would leave my office and stare at the sidewalk in prayer,” he said.
“It turned out to be a blessing that we started business in a bad time,” he said. “What it taught us was that we had to be sharp and scrappy every day.”
***

In 2005, Harris Williams became part of PNC Financial Services Group Inc. of Pittsburgh.
“PNC has been an important component of our growth,” Harris said.

“We have been able to continue to nurture our culture and entrepreneurial spirit, and our combined products and expertise are a significant advantage in serving middle-market companies.”
Harris jokes that if you took a tour of the office in downtown Richmond, you’d mostly notice dark rooms, because staff members travel so much. He said young staff members can expect to put in as much as 100 hours a week of work.

“That’s one of the reasons why we talk so much about the talent in this firm,” he said. “If you walk around and ask people here about their attitude about how to do business, we are as scrappy today as we have ever been.

“I really credit our early beginnings with helping us to know that you have got to work hard every day.”
Out of about 40 managing directors, the company has lost only six.

Richmond, Harris said, “is a place you can practice a very serious career — a Wall Street-type career — but truly contribute to your community. It is hard to do that in New York or Chicago.”
“We are very competitive in our business, but we have another side that is people-oriented, community-oriented and family-oriented.”

jblackwell@timesdispatch.com
(804) 775-8123
Back