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MenuCan you recommend an A1 M&A firm (with UK/US presence) to help advise on exit strategy. B2C SaaS. And how's a typical arrangement structured?
UK based business (but strong international presence) with fast growth and potential interest from large organisations. Prompting consideration for early exit. Would like to establish how valuation might form and expected arrangement / fees / anything else to consider. Thanks!
Answers
Fast growing, UK B2C SaaS doesn't really give me enough information. The most critical piece of information is your revenue/growth rate or valuation. That's going to determine both who your potential acquirers are and who the best type of firm is to help you sell.
M&A firms tend to be broken into four big groups, generally based around size: full service investment banks, boutique investment banks, M&A advisors, and business brokers.
At the top are Full Service Investment Banks. These are firms like Goldman Sachs, Morgan Stanely, JP Morgan, etc. They work on the biggest and most complex deals, usually nothing less than $1 billion in transaction value (their 'midmarket' teams will do $500M transactions occasionally, but not often). They also tend to offer more than just advisory, including providing funding, other capital markets transactions, banking services, etc for massive corporations. When Dell was taken private by Michael Dell and Silver Lake, bankers from Barclays and Parella Weinberg advised them. JP Morgan Chase advised Dell, the company. Barclays was also one of the four banks to provide the $15 billion in loans to finance the deal along with Bank of America Merrill Lynch, Credit Suisse and RBC Capital.
Parella Weinberg is an example of the next level down - a boutique investment bank. Boutique investment banks tend to focus on larger transactions as well, usually in the $300MM-$50B range. Some firms, like Parella Weinberg, Jeffries, Moelis, etc will be the boutique bank attached to a very large deal like the Dell deal. Most often though, boutique banks are running their own transactions in the $100MM - $1B range. Boutique banks also tend to focus on a few industries where they have expertise or will have teams of bankers focused on specific industries for mid-market companies. Piper Jaffray and Cowen both have Technology, Media and Telecom (TMT) focused banking teams, for example. Boutique banks won't provide financing most of the time, unless they're a merchant bank, as they're specifically focused on helping you close a deal.
Below boutique banks is a group of people called M&A advisors. They'll often refer to themselves as investment bankers, but in most cases they aren't actually registered with FINRA as an investment bank. Or they will be registered, but through a different firm. M&A advisors tend to work deals in the $20-100MM range, though they will occasionally work larger deals. Typically the larger, more complex deals are run alongside a boutique bank, in some ways similar to how boutiques will run alongside a full service bank. Once you get to this level of advisor/banker, there starts to be thousands of bankers who all have different expertise. Some of the advisors used to work at boutiques or full service banks and decided to go out on their own so they have very good contacts. Others started out in a very small advisory and have worked their way up. You're going to want to make sure you really vet their contacts and understand what deals they've *closed* in the past (not just worked on). GrowthPoint Technology Partners is an example of a good bank of this size that is focused on technology deals. M&A advisors tend not to have a lot of deals happening at once, so they'll spend more time with you helping you value your business, structure the pitch deck, etc.
The bottom rung of the ladder is what are called business brokers. Brokers tend to be more focused on volume than strategic buyers. They're going to help you widely advertise that your business is for sale and then will help you manage the process of dealing with buyers. Relative to the other options, they're going to feel a little bit more like a real estate agent. A technology example of this is FEInternational. They'll help you sell your website/business by advertising it widely to other individuals who would potentially be interesting in buying from you. Their average sale prices are in the $100k - $10MM range. At this level, they'll have expertise helping you close the deal, but mostly as a straightforward transaction. It's unlikely to be a stock for stock sale or have any complexities other than some sort of escrow and a bit of due diligence.
One of the best ways to figure out how you should value your business, who you should be chatting with, and how to get the most value for your business would be to work with Axial (http://www.axial.net). They have a network of 20,000 investment bankers, private equity groups, and corporations.
Axial has put together a very good guide that will help you better understand your options, what you should be doing next, etc as you prepare to sell: http://www.axial.net/forum/ceo_library/
I hope that helps. I'm happy to chat more in-depth if you have further questions, just connect with me here on Clarity. Good luck selling your business.
I went through something similar trying to sell a B2B PaaS company. A few comments:
1. Fees were structured as a small retainer up front and upon a transaction, either a % of the deal or a flat fee whichever was less. So the M&A firm was guaranteed a minimum amount for closing a deal. The retainer was about 20% of the minimum amount upon execution of a sale. The % fee for the M&A firm was tiered so that it dropped if the sale price was above a certain level.
2. Make sure you put in place a carve out for any potential acquirers you already have a relationship with or are talking to.
3. Watch closely to make sure they are able to get the right conversations with the right people quickly. It's a warning sign if they struggle to get calls returned.
4. Depending on how you structure it and how well plugged into the industry you are, you might consider working with a banker or getting advice from your existing "team" ( Board, investors, etc.) and just letting them advise you vice paying an M&A firm. This is sort of related to my earlier point in watching out for whether you are already talking to the right acquirers yourself (you said there has already been interest, so perhaps this is the case).
5. Assuming you are the CEO, plan to invest a lot of time in this yourself no matter who you hire or how you structure it. IOW you'll spend less time & attention running the business while you run this process instead. Make sure you are OK with this, and that your Board is as well.
Good luck, have fun, and let me know if you'd like to talk further.
There are a number of great organizations whose membership is probably worth a small investment if you're thinking about a seven figure or greater exit.
The best, in my opinion, is BEI, which is an association of advisors HEAVILY focused on exit strategies for mid-size companies. I'll be attending their conference myself in August.
Links to other organizations to look at joining and/or reaching out to for help.
www.exitplanningforadvisors.com
http://www.acg.org/
http://www.amaaonline.com/
www.axial.net
http://masource.org/
www.mergernetwork.com
Related Questions
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Nothing. Business transactions should be spoken about in the plainest possible way. People using terms like this come across as lacking credibility (at least to me). Besides, a deal is never crafted, it is always negotiated. Crafting evokes a singular emphasis whereas a deal always involves two parties. I would avoid using this term and avoid anyone who describes themselves as having this abilityTW
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We're a renowned and profitable SAAS travel business, but our banker can't find the right buyer, is this a common issue?
Naturally 1001 variables play into this that I'm blind to but here are some assumption laced thinking points: You're profitable, upwards trending, business, in a very competitive vertical. Yes? You guaranteed have a Buyer, unless: 1. Your asking price is outrageous. Not likely as we've closed strategic sales that were 12x revenues. It doesn't get much more aggressive than that. 2. There aren't enough strategic or institutional buyers. Nope. The buyer market is wide with creative outreach. We've rarely tapped let's say 20% of our pool before successfully securing multiple qualified offers. (And we hold a 100% close rate). 3. You're so big ($1B+) that only a few have an opportunity to buy you AND they don't like you or your brand. Unlikely? More likely... 4. The outreach effort is nominal. Most brokers and M&A intermediaries boast a sub 40% closing ratio and far too many of them are "listing agents" -- whereby they list a property, announce it to a pool of buyers in their database and then "wait". We've seen deals that we normally turn around in 60-days with all-cash offers, take 18-months for "payment plan" deals closed by other firms. The results based on the experience and model employed is indeed apples to oranges. 5. How your business is presented (packaged) is not producing conversions. This too would then be a fault on your banker's side. We "spy on" the competition - it's business as usual on our end - and the typical prospectus and marketing collateral and followup materials are, well, embarassingly slim from, well, everybody. I've never encountered a problem with "the market" (the strategic buyers) and we've sold very niche and distressed properties. We have declined taking on deals where the asking price was a number picked out of la-la-land (in which case we offer complimentary guidance, feedback and let them pursue other avenues for closing the deal - which basically never happens at that asking price)... but that's a sensible discussion and likely one that was already had. If your exit is sub-$100M, your asking price is reasonable (even if aggressive), your business is indeed strong on its metrics, growth and brand value -- then any lack of offers sits with your banker. You're likely looking to play professional basketball but you brought in a kid from a high-school team. Skills mismatch. Upgrade your "player" and you'll move towards a win quite rapidly.RT
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What concerns should I be worried about when thinking about selling my startup?
Compatibility with your vision? Does 1+ 1= 3 or even 5? Personality mix? If you are going to stay with the acquired entity. These might be more important than any of the numbers.CR
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I have an iOS app. A web based startup contacted me by phone about a possible merger or acquisition. Anything I should do in these early stages?
Let's start with the premise that an investor is willing to invest "subject to mobile." Unless there is a term sheet that states this, what is far more likely is that an investor was pitched and declined to invest citing that they don't have a mobile offering. The entrepreneur likely said something along the lines of "well can we come back to you when we have a mobile offering?" and said "sure." In this scenario, there is no actual commitment or even high probability of closing an investment. So you want to start by clarifying what the actual commitment is - if any - since entrepreneurs can often misinterpret investor sentiment. Although startup to startup mergers do occur, they have a high point of failure (failure to actually close the deal) because it's very difficult to value the two companies and without real resolve from both teams, it's difficult to establish which is worth what percentage of the merged entity. All of this being said, it's really about what you want. Do you want to go it alone and build a big business behind your app, or would you prefer to be part of a team? Can you recruit a better team on your own than the one they already have? If you are unsure of your desire to go it alone, and unsure of your ability to recruit a better team for your own startup, then you may wish to consider their offer, but I would caution you not to actually close the merger until after the money had been raised. Otherwise, you are at risk of assigning your work to this combined company and if it can't raise you're then stuck. The good news is that it doesn't sound as though you have investors in your company so that actually reduces the complexity of the sale. You should really focus first on whether you love these people. Do you want to work with them everyday for the next 5-7 years? Get there first, and then consider everything else I've said. I'm happy to discuss this in more detail with you in a call. Best of luck!TW
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What exit strategies do angel investors want/prefer for a service business?
Keep in mind that investors invest for returns. Telling a prospective investor that you want his or her money to grow your business but don't plan on ever generating a liquidation event that pays him or her a dividend is not likely going to work; angel or not. You may be better served with debt financing where returns are generated in the form of interest payments not equity value growth. BUT, if equity financing is the plan, you're going to want to develop a strategic exit plan right from the start. That means identifying prospective buyers, strategic channels etc and characterizing the value drivers for each right up front. You'll find prospective buyers come in a number of forms; competitors, bigger versions of you, strategic partners, private equity, etc. Each will value your business in different amounts for for different reasons. Understanding this is vitally important for you to navigate to securing the right money, from the right sources, with the most favorable terms. Once you've qualified and quantified each of them, then determine what (specifically) you're going to need to do to align your business with those prospective buyers generating the highest returns. This will drive your business model and go to market strategy and define your 'use of funds' decisions. This in turn result in a better, more valuable business whether you exit or not. Do it this way and you'll have no trouble raising money from multiple sources. You can learn more about the advantage of starting with a Strategic Exit plan here: http://www.zerolimitsventures.com/cadredc Good luck. SteveSL
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