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Transcript
TARA GADGIL, HOST:
I don't know if you remember the first time we met, but I think it was in a really, really cold conference room in Austin and we couldn't really get any of the audiovisual to work and I had some printed out spreadsheets that I ended up just showing you by hand. I wondered if you thought that we were really the- the big professional private equity firm that we'd advertised.
GENE AUSTIN, GUEST:
Yeah. That's funny. I remember that well in Austin. But I knew within minutes you and everyone in the room were exceptionally smart, had done this before, let's put it that way.
ORLANDO BRAVO, HOST:
You're listening to Thoma Bravo's Behind the Deal. I'm Thoma Bravo founder and managing partner Orlando Bravo and you just heard from Thoma Bravo partner Tara Gadgil, speaking with Gene Austin former CEO of Quorum, now serving as the company's chairman of the board, as well as an operating partner here at Thoma Bravo. Quorum's suite of software solutions for the oil, gas, and renewable energy sectors is designed to cover each area of the business from planning, operations, accounting, measurement, transportation, and logistics. Now for me, the Quorum case study is one about dealing with adversity in Q1 of 2020, oil prices and energy prices went down considerably.
When your customer base is challenged and in this case, severely challenged, how does a company in partnership with its ownership, a private equity firm, deal with that adversity? How does that partnership work and what kinda conversations happen so that that company can protect its earnings when its customers are in distress and at the same time, continue to invest in product and serve those customers effectively during their difficult time. Gene is a phenomenal example of that and he will talk to Tara about this. Here's the story behind the deal of Quorum's software, from Thoma Bravo partner Tara Gadgil and former CEO of Quorum Gene Austin.
GADGIL:
My name is Tara Gadgil. I'm a partner at Thoma Bravo. I've been with the firm for almost eight years. I love that I get to work with all different types of people, whether it be super smart, motivated young people at our firm, really, really talented executives at our company, or just folks in and around the deal ecosystem. You're always meeting new people, you're always interacting with really, really smart experts. And then try to synthesize that information into a deal.
So Quorum really is the largest global provider of software to the energy sector. It serves customers in upstream, midstream, liquified natural gas, which is becoming a lot more relevant these days, renewables, so all different parts of the energy ecosystem. And it really provides software from front office planning all the way to operations and back office accounting. No other company really does that in a technology forward way, particularly in the cloud, which is something that Quorum is really pioneering in a space that historically has not been super accepting of the cloud, but is really making that transition today.
Thoma Bravo had known about Quorum for a number of years. It had actually started as a services focused company, serving energy businesses with custom dev software. And it had started making the transition from a services first offering to more of a software sale, really taking its custom dev software, packaging it in a way that they could subsequently sell to other customers. And they had done a reasonable job of that. We had seen the company go through a number of different ownership changes. But at the time at which it really made sense for us to step up and make an offer for Quorum, it was turning the corner of really being a services first company to a software first company. And we thought that we were the perfect partners to be able to usher Quorum into that new paradigm.
Quorum really evolved into becoming a software company and that- that is very prevalent in the energy space. You have these businesses that were started as services company with super smart technical folks helping solve specific problems for very large oil and gas companies. And as that software was developed, smart people within Quorum realized that packaging that software and making it independent of a specific company's environment would be highly lucrative because the problems being solved within each of the companies that Quorum was serving were very similar to all of the other companies in the ecosystem. So Quorum really transitioned from a services company to a software company.
Thoma Bravo very much made the first move. I remember sitting with the former CEO in a coffee shop pitching Thoma Bravo as the right partner to be able to take the company from where it was today to where we really felt like it could be in the future. We'd done a ton of research looking at companies that were working to transform the energy space from a software perspective. And the energy industry is in dire need of digital transformation. Less than 2% of revenue from any energy company is spent on technology, which pales in comparison to almost 20% in healthcare companies or in financial services companies.
So we spent a lot of time identifying the right company to help lead this digital transformation. And Quorum was by far the market leader in energy software innovation. So we just needed to convince them that we were the right person to help them accelerate their trajectory and truly become an end to end solution and also become a- a truly global solution.
So I had emailed and called the CEO of Quorum multiple times. I'm actually from Houston, Texas, and Quorum is based in Houston, so I would drop into Houston and just paying the CEO to see if now was a good time. And finally, I think probably 'cause I wore him down, he agreed to meet with me. We met at this little coffee shop around the corner of Quorum's offices downtown.
And I remember it was a very informal coffee shop and we were sitting in high tops and he was eating a donut and I had the sense to show up not in a- in a business formal getup but I definitely looked out of place. I think I had slacks on and a work shirt and the CEO showed up in a golf shirt and- and shorts. So, I missed the memo on how casual business casual was. But, uh, that's okay, I rolled with it.
Actually it was the perfect meeting because it helped us really talk to each other as people, grabbing coffee and having a common interest, which was what's happening in the energy software space and how can we be helpful to the company, whether as perspective investors, but also as folks that really understand software and how it can help customers across a number of different environments, how can we help Quorum in its transition. We take a really long view when we talk to companies, whether a transaction manifests in one years, two years, or 10 years, we don't really care. We wanna develop relationships with executives, we wanna think about a company's development well in advance of doing a deal.
So, I'd been meeting with the company and managed to meet a few more folks in- in the C-suite prior to 2018. And we were also in pretty good touch with the institutional investor in the deal, uh, Silver Lake who we had spoken to about our interest, spoken to about what we thought we could do with the business, such that when it came time for Silver Lake to explore liquidity, we were right there, we were ready with all of our market work. We just needed company information to be able to run our analysis on the finer points of the company's metrics and validate our incoming hypothesis to develop our investment thesis.
So we were able to do that in very short order when a process started, such that because we had good alignment with the management team and because we had done our homework in advance, we were able to completely preempt a formal process, meaning we provided a- a fully done deal ready to sign, seal, and deliver within a manner of weeks of a process launching. And fortunately, because I think we were the favorites of management and because we had shown real conviction in the asset to the owner, they accepted our offer, which obviously had to be at a good valuation. But it was at a good, a fair valuation for an asset that we saw a ton of potential in and we were able to shake hands and sign a deal within days of submitting an offer.
Soon after our acquisition of Quorum, it became clear that we really needed an experienced software executive to navigate Quorum to a software first mindset. One of our board members, a former CEO of the very successful Thoma Bravo past investment, suggested Gene.
AUSTIN:
I'm Gene Austin. I joined Quorum at about 125 million in revenue in the fall of 2018. I was CEO for four years. When I departed, we were tracking towards 350 million in revenue.
GADGIL:
And at the time, Gene had completed a sale of his prior company Bizarre Voice and was serving on some boards as an operating partner for another firm. So, the question really was could we convince Gene to do one last rodeo. It was clear that he was the right person, he had the right personality for the company, which is always really important, having the right cultural fit. But also was a true operator and could help a company in the midst of transformation get from point A to point B. So, we met with Gene in September 2018. We were able to convince Gene pretty quickly that this was a very special company and a very special opportunity. And Gene came on board early 2019.
AUSTIN:
I have served as a CEO in businesses since 2003. I was able to take my first business from five million revenue to a public company and eventually sell it to another public company. Uh, I then got involved in a turnaround of a company that was in challenged state and, uh, was able to spend five years there and- and get it to the right spot and actually have a sale as well. So when I left the second company in the spring of 2018, I really wasn't sure what I was going to do. I was serving on a board of a company that was owned by a different private equity firm, when I received a phone call in the fall of 2018 about the opportunity at Quorum. So I was kind of minding my time trying to figure out what was next for me. Was I gonna be another CEO, was I going to start my board career? And so, uh, that phone call changed everything.
GADGIL:
Up next, my conversation with Gene Austin, chairman and former CEO of Quorum. Thoma Bravo's Behind the Deal will be right back.
Welcome back to Thoma Bravo's Behind the Deal. Here's my conversation with Gene Austin, chairman and former CEO of Quorum.
Hey, Gene.
AUSTIN:
Hi Tara.
GADGIL:
How are you doing?
AUSTIN:
I'm good, I think.
GADGIL:
I'm looking forward to seeing you at my wedding next week. I expect a lot of dancing out of you.
AUSTIN:
Yeah. You'll get it. I- I have one really bright tie.
GADGIL:
(laughs). Excellent.
AUSTIN:
I have a bright outfit for you. I'm looking forward to it. Yeah. We're looking forward to it. It'll be fun.
GADGIL:
Perfect. Gene, I don't know if you know the first time we met, or I don't know if you remember the first time we met, but I think it was in a really, really cold conference room in some hotel in Austin. And we couldn't really get any of the audiovisual to work and I had some printed out spreadsheets that I ended up just showing you by hand. And I wondered if you thought that we're really the- the big professional private equity firm that we'd advertised.
AUSTIN:
Yeah. That's funny. I remember that well in Austin and didn't get off to the best start from a technical and AV standpoint. But I knew within minutes you and everyone in the room were exceptionally smart and had done this before, let's put it that way.
GADGIL:
(laughs).
AUSTIN:
I had just wrapped up a previous CEO stint and I literally was probably in month six of figuring out if- what was next for me. And I got a call from a member of the board who, uh, was an outside board director, his name is Jeff Han. And Jeff said, "Hey, I've got something I think you should look at. It's in the energy space. And we all know energy companies have a lot of money and they are investing in software, and this is a software play in that space. And it's backed by a very strong private equity firm, Thoma Bravo." That was the call I got probably mid-October. And it went very quickly from there 'cause I joined I think it was December 3rd of, uh, 2018.
GADGIL:
So once you became CEO, I think our first order of business was to get a company that had successfully sold a lot of software but had never really successfully tracked its own business as a software company. To start really thinking about its metric from a software first perspective. And I- I remember you expressing surprise when you saw what the company was and was not tracking to date.
AUSTIN:
Yes. (laughs).
GADGIL:
Despite how successful they had really become in the energy software space.
AUSTIN:
Yeah. Well, you know, Tara, when you look at a company and you review the opportunity and all those types of things, you never catch everything, right? You've looked at lot of companies in- in doing deals and you miss stuff and the n- and you come in and you go, "Oh, well, we kinda missed that," and all that. The company Quorum was quite successful, but yeah. I remember having a couple conversations with you and others on we've got some things we gotta work on. A great example was we were dramatically underinvested in testing our software, when we would release code, we had very few resources actually testing it. And we tended to rely too much on our customers to find things and we needed to get in front of that. That's one example.
We were trying to build out our customer support organization to do a better job of supporting customers. And so there were a lot of things that we just had to come together on. What is the foundation we have to build on and how did we have to kinda move forward on that. And what I remember the most about you all, 'cause I was always nervous about bringing in new news to where we were with the company. But we had great conversations about, "Okay, we get it. We're gonna have to do some things." And we invested in QA, we invested in support, we spent a lot of 2019, you know, getting those organizations in the right spot. We had to make a couple of executive changes as well. Uh, and I think that was really, really important for us, especially heading into the mid-part of our relationship, if you will, in the 2021 timeframe. 'Cause it really set the tone for our ability to grow the business inorganically.
GADGIL:
I also remember that as we were doing all these things from an operational perspective to get Quorum to more of kind of the best in class software operator, we were also doing a ton of M&A which was a big part of our thesis and I remember it's something that w- got us very excited and got you very excited. So at the same time that we were doing all this operational work, we acquired Coastal Flow, I think shortly after you joined the company, and then we acquired another couple of businesses to augment our cloud first offering. And I'm curious as we sort of kept on bringing these M&A opportunities to you, how you thought about navigating that versus all of the block and tackle work that you were doing?
AUSTIN:
Well, you know, I had done two acquisitions in 13 years as a CEO prior to Quorum. So, I could tell that acquisitions was a part of this role and we needed to do that to fill out the product line and strategy and all that. But I- I had to get out of being acquisition averse and- and nervous about acquisitions and- and embrace it. What I remember the most about it is you guys did a great job of walking us through how it worked financially and so all I had to do was really think through okay, what's the right operational integration that we needed to think about.
Because you're right, within 30 days, I'm taking trips down to Coastal Flow for that deal and relying a lot on my team and you guys to get comfortable. I think Quorum was 125 million and Coastal Flow was 25 million. So it was not insignificant from an add-on standpoint. But I, again, it was a great team effort by everybody. And, you know, we kinda said, "Okay, we- we need to go do this deal despite the fact we've got a company that needs to be retooled in some areas." And I think Coastal Flow was probably our, overall, has been our best acquisition year to date in the relationship. Which is crazy to think about 'cause, uh, I was like still figuring out, you know, what was going on and, you know, we did it and we pulled it off in a good way.
GADGIL:
For sure. I think Coastal Flow was still basically tracking its financials in- in ledger paper.
AUSTIN:
(laughs).
GADGIL:
So it was a- a big lift to go from that to truly-
AUSTIN:
And remember-
GADGIL:
... integrated.
AUSTIN:
And remember, Tara, we owned, uh, one of the largest prover fleet in the nation.
GADGIL:
Right. (laughs). Gene is referencing, as part of this acquisition, we were- we became the proud owners of these things called provers, which are giant machines, physical machines.
AUSTIN:
(laughs).
GADGIL:
Uh, for measurement of basically pipeline flow. And we had a warehouse full of these and- and Gene and I sort of scratched our heads saying, "We know these are important to the business but we have no idea what to do with this." And actually that business held up pretty well over the years, which is fascinating.
AUSTIN:
It has. It's been a good business to have. It's not in the software business but it's also we've got a good leader on it. He's running it well. So, it's- it's done just fine.
GADGIL:
Yeah. Well, you know, I- I remember getting through 2019, I think we'd done three or four acquisitions of which Coastal Flow was one. We were riding really high. The markets were doing well. We just felt like we had blocked and tackled a lot of the operational things that we had set out to do. And we were really gearing up for 2020 and then lo and behold the pandemic hits and oil prices go negative. (laughs). And I think that was a crazy time in the world and certainly a crazy time for business and an even wilder time for Quorum's customers. So what do you recollect from- from that blur of, uh, March and April 2020?
AUSTIN:
Will never forget it. I had just come back from the Thoma Bravo annual meeting, and that was my last trip. And then I think the next week, we said, "Okay, we need to keep everybody at home." Then the next week, we were having a staff meeting. And we're just doing our normal staff meeting stuff. And Tyson, one of our- our chief product officer goes, "It's $8." And we- the meeting just kinda stopped and said, "Crude?" And he goes, "Yeah. Crude's $8." And then the meeting kept going, and about four minutes later, "It's $4." And- and we just stopped and then Tyson said, "It's going negative." And that day, it went negative 30. I mean, what can you think but uh oh, we got a- we've got a major issue on our hands.
So, you know, it's one of those things where you have to take time to, okay, let's not do anything rash here. But our market has changed quite a bit and fortunately oil came back to positive, but it wasn't very positive. We- we knew we were in a tough market. Our customers were not gonna be spending money on software in- in the near term. But we basically looked at the business and we got, uh, really honest with ourselves about where we needed to be from an expense standpoint. We also knew that our products were mission-critical for the most part, so they weren't gonna necessarily go away unless somebody went out of business, which we expected a few of those things to happen.
But fortunately, you know, our customers hung in there with us, so we were able to successfully maintain a- a business posture that was not growing certainly, but we were able to maintain the right levels of profitability and cash flow so that we were gonna emerge stronger as the pandemic started to wane. And thank goodness, 2020 was a very difficult year for us, but with partnership with you guys, I think we made an acquisition in the second half of 2020 and we certainly teed up the big acquisitions that came in '21. So, what was great about it was we took actions that we needed to take, we looked at the business from a holistic standpoint, but we were in a position to, you know, we knew that sunnier days were coming and when they came, we were able to- to jump on it.
GADGIL:
The first thing I thought about was what's gonna happen to Quorum's financials because our customers are in a tough spot. We can help them with the software that they already have, but they're probably not gonna be buying new software and they're probably gonna pause some of their services contract. So what does that look like for Quorum, let's make sure that Quorum is on solid footing. And I think we were able to do that in pretty short order. And I think part of that is just all the work that we had done in 2019 to make sure that we were able to forecast it and reforecast and look at metrics and make decisions in real time helped.
But you're exactly right. The minute that we figured out that the world had somewhat stabilized, demand wasn't great for our end customer, but it was getting better, we immediately turned our attention to ... well as a company that has a strong and stable top line and nice profitability and a really nice balance sheet, what can we do from an M&A perspective, such that coming out of this crisis and this pandemic we emerge even stronger. And that's when you and I started discussing combining with another one of our portfolio companies, Aucerna, which we'd acquired in mid-2019 that served the front office of energy companies, so more of the planning space. And served companies truly globally, whereas Quorum was more of- of a North America play.
So we talked about that. And then at the same time, Quorum had been trying to buy some energy software assets out of Tieto for over a decade. And TietoEVRY, uh, is a publicly traded Norwegian IT services firm that didn't really take our calls for a long time.
AUSTIN:
(laughs).
GADGIL:
But finally-
AUSTIN:
You tried hard.
GADGIL:
I know. I tried hard, uh, as Gene can attest to. But finally they started taking our calls because they needed to show some cash from divestiture to their own shareholders. So I looked at Gene and I said, "Do you think we can pull this off? Do you think we can buy, combine all three of these businesses?" Quorum, Aucerna, and then the assets out of TietoEVRY which were sort of back office software, basically what Quorum did but international versus just North America. Because then we'd just create an undisputed global leader in energy software and a full solution suite, front office to back office. And, uh, Gene, maybe you remember, (laughs), your- your reaction to that.
AUSTIN:
(laughs). Yeah. It was a lot. And I was- you know, I don't think I said yes right away. But I also, we had spent time I think you and I had had a call or two, I know I'd talked to Tyson where we really thought that this combination of Quorum with the TB portfolio company Aucerna that you discussed and then this last one TietoEVRY transformed our business, right? It took us from a North American organization focused in a couple of areas of energy from a software perspective to really serving the full energy value chain from planning an asset all the way through deploying, operation, and even providing solutions like LNG which is now very huge in our energy business on a global basis.
And I think we both saw that vision, we were obviously concerned about, you know, we're acquiring two international companies, companies based internationally. But the thing that gets a CEO comfortable with taking that on is one, you know, your team, the whole group, we all talked through the- the key issues and we got to a point that we got comfortable with it. Plus the fact that you all have been there done that on M&A and you know some of the traps and some of the holes to look for, which I always appreciated.
The second thing is over the two years while we were looking, you know, we- we strengthened the team, we made changes in about half of the executive team to have a team that I thought could take on, if you will, a two-for-one, uh, acquisition. And boy was- it was exciting, it was crazy. Again, during a pandemic. We did all this not going into the office. But I'll never forget it. I mean it was I- I remember introducing myself to the Norwegian team at 2:00 in the morning, uh, local time doing my first kickoff. Uh, and it was crazy, but it was also really exciting.
GADGIL:
Yeah. I remember being in California at the time, waking up consistently between 3:00 and 5:00 AM to do diligence calls with, uh, folks in Finland and Norway. And navigating carve out from a Norwegian publicly traded company, where you couldn't actually travel to go sit in the same room as these folks and- and hammer out a deal was- was certainly one of the most challenging M&A exercises of my career. But I think everyone saw the potential of the combination and that's why I think both sets of- of management teams embraced the opportunity.
AUSTIN:
Yeah. No, no doubt. I think it was clearly a bold move, but it was also as we look at it now two years later, the right move.
GADGIL:
Well we completed the three-way merger of Quorum, Aucerna, and the TietoEVRY assets in the first half of 2021. And Gene had always told us when he took the Quorum CEO gig that this was his last rodeo and that he wanted to make sure that we transitioned the business successfully to a successor because that was the right thing to do for the business when we eventually seek liquidity or sell the business.
And so Gene had led us search for a president and Paul Langenbahn really rose to the top very quickly because he was had the right skillset, was the right cultural fit for the company. And the idea was for Paul to help with the integration of these three different businesses as president of Quorum. And eventually things worked out to succeed Gene just about a year later. And so we at Thoma Bravo think a lot about succession planning, we talk about it a lot with our CEOs and I think this is a great example of how we were able to execute it.
AUSTIN:
Well, you know, one of the things I appreciated is, uh, early on as you said, I- I said, "Hey guys, I think I have four years and I'm ..." 'Cause, you know, back in 2018, we felt like four years was the- was the right number for getting the business where we wanted it to be and perhaps transacting it. And so, I think, yeah, it was great that we had an early agreement on that. We were all locked and loaded to go forward like that.
Obviously the pandemic set things back a little bit. But at the same time, for a lot of reasons, I wanted to kinda hold onto my original schedule, four years. And what I appreciated about you all was yeah, that's the deal, and so let's- let's go find the right successor and we did that. And, uh, Paul brought a lot of go-to-market experience, so when he came onboard, he had sold, or he'd been part of a sale to NCR, was running a very large hospitality business for NCR. And his go-to-market expertise I thought would work well because one of the biggest challenges of bringing the three companies together was the go-to-market challenges and- and making sure that we got focused, got people on the right mission, and- and, you know, started to drive results across the world.
Paul was a great partner. And, um, really the last six months of the, you know, formal transition I never had one concern going into it. Um, he's a different leader than me, but that's .... everybody's different. But I think he's gonna do a great job and so far Quorum hasn't missed a beat and is rolling along well. And, uh, I love being chairman, I love, uh, being on the board with you Tara, and, uh, this operating partner thing is fun too 'cause I get to see a whole bunch of companies at once and, uh, all the things we get to do to, uh, to try to continue to drive value. It's, uh, uh, I can use a lot of the learnings from our days at Quorum to help me be an even better operating partner for the many companies that, uh, Thoma Bravo's a part of.
GADGIL:
So the back story is that when it became clear that Paul would be the right successor and he was gonna take the helm in mid to late 2022, Gene asked if he could start thinking about joining boards. And I said, "Well, only if they're ours." Um, because Gene's such a valuable mind in software and such a great operator but also a really great mentor to his executive team at Quorum. We were able to witness that over several years. So we wanted to make sure that we kept Gene in the family. And I think what's funny is for the first couple of months because of the time that Gene joined us as an operating partner, was pretty quiet.
It was the end of 2022, the market was pretty quiet, not a lot of things transacting. And Gene calls me and says, "You know, Tara I'm getting really good at my golf game." And I said, "Gene, just- just wait. Uh, when it rains, it pours." And I think you're probably looking back wishing for those days where you get to- got to play golf more 'cause I think we've- you're pretty busy now.
AUSTIN:
Yeah. My golf game's not quite as good as it was a few months back 'cause I'm not playing quite as much. But, uh, it's really good to- to witness firsthand how Thoma Bravo operates. I've been very impressed with fellow operating partners that I'm starting to get to meet. I'm also working with some other partners, as you know, and, um, it's just a really smart group of individuals that are focused on building great companies. And that is really fun to be a part of.
GADGIL:
Thanks so much Gene for joining us.
AUSTIN:
Well appreciate it, Tara. And- and, uh, as always, I appreciate your partnership and your friendship. I remember, I don't know if you knew this, but I- I used to take a lot of walks in downtown Houston. And more than once I'd just grab the phone to call you to kinda talk through whatever the issue or the opportunity of the day was, and, uh, you were always there. You always picked up. And you were always, uh, really helpful to kinda put things in perspective.
GADGIL:
That's great. I was probably wandering around my home in eight by eight office cell. (laughs).
AUSTIN:
(laughs). Right.
GADGIL:
So I think your calls were- were highly welcome. They were the- the human interaction I craved, uh, during that crazy time. All right. I will, uh, leave you to it.
AUSTIN:
See you later.
GADGIL:
Bye.
Thanks for listening to Thoma Bravo's Behind the Deal and my conversation with Gene Austin. If you wanna learn more about Quorum, visit Quorum Software at Q-U-O-R-U-M .com. I'm Tara Gadgil, thanks for listening. Stay tuned for more stories behind the deal on our next episode.
BRAVO:
Thoma Bravo's Behind the Deal is produced by Thoma Bravo in partnership with Pod People. Stay tuned for more stories behind the deal. I'm Orlando Bravo, thanks for listening.
NARRATOR:
Certain statements about Thoma Bravo made by portfolio company executives are intended to illustrate Thoma Bravo's business relationship with such persons rather than Thoma Bravo's capabilities or expertise with respect to investment advisory services. Portfolio company executives were not compensated in connection with their podcast participation. Although they generally receive compensation and investment opportunities in connection with their portfolio company roles. And in certain cases are also owners of portfolio company securities or and investors in Thoma Bravo funds. Such compensation and investments subject podcast participants to potential conflicts of interest.
