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Answers
MenuHow do you sell a business without looking 'desperate'?
We've got a fast-growing global business with big value and potential, which we're keen to exit for personal reasons.
We've spoken to M&A firms that suggest a subtle approach. There are plenty of ideal potential acquisitors. Spoken to a couple in other guises they're interested in, advised to be subtle about exit, but want to get on with it. Thoughts?
Answers
What do you see when you look at the stock market over the last two weeks? The Dow was down over 900 points this morning. Why are you even thinking of selling your business in this sort of market when there are no buyers?
If the above makes sense to you then its wrong. The Dow recovered because buyers saw an opportunity and the Dow recovered to be down about 250 points. As I write this is its about 480 points down.
The bottom line. You have your reasons for selling. A buyer will buy for their reasons. You have to find the right buyer which normally takes time and presenting your business as professionally as you can and having experienced advisors around you to help you be successful. If you are highly motivated to sell, try to solve what's causing you to be highly motivated so you can just be a motivated seller and let the market do what it does; bring together a willing buyer and a willing seller.
There are plenty of ways to present yourself that won't seem desperate, such as saying that you feel that your original vision could be better realized as part of a larger organization (either because more resources or complementary offerings) or the perfectly acceptable "founder wants to move on to other things"
Any buyer will be more interested in the potential post-close than in why you sell. Appease their fears about the quality of the business and the transition (retention of talent and management is often the #1 risk when buying a small business)
Related Questions
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How do I exit investors adding little value except money and attract new investors with confidence after the previous investors ruined the business?
First of all BE VERY CAREFUL about exiting investors while bringing new ones on. You cannot give investors money back out of proceeds raised from new investors. It's illegal (called Ponzi). This is a VERY tough scenario since you are dealing with two substantial issues - 1) building (or rebuilding) a business; and 2) retiring investors. If the business is in fact "ruined" then you need to first decide if bringing new investors into that situation is a wise decision. You could be opening yourself up to legal problems. Investors invest in projects when they can 1) make money; 2) connect with the business; 3) add value; 4) believe in management. Unfortunately, having "previous investors" (especially bad ones) is like coming into a relationship with baggage. Most savvy investors will not want to participate. Advice: try to retire the investors BEFORE talking to new investors. Rebuild the business model and wait a few months before going after new investment. Showing that type of resilience and passion for the business could play in your favor and show new investors that you are someone who can overcome adversity to achieve success. So how do you "retire" investors? Convert the investment to debt if possible. If not, offer to sell the business to one of the investors. Do not sign a non-compete and start a new business. Also, depending on your stock purchase agreement and any anti-dilution clauses you could issue new stock and dilute everyone's shares to where the old investors shares are minimal (could have legal repercussions though so be careful).MM
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Can 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?
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.CB
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When looking to sell my company, how can I determine its value if it's service based and has no subscription model?
So you're saying that your business is a service business like auto repair, home buying, or any of millions of businesses that have existed for many many years. This is not a problem. Businesses like yours are bought and sold every day. The secret is a track record of profitable cash flow and a demonstrable system of how you get clients. If you want to run down a quick valuation just arrange a call and I'll show you in 15-30 minutes what kind of ballpark value your business may hold. Cheers David BarnettDC
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How to sell a service based company?
YES! You certainly can sell a services business; and, if it is positioned and prepared properly, for pretty great returns too. There are a number of different exit strategies available to you, not ALL of them acquisition. For instance; we have helped service business owners transition (exit) from their business without selling the business, but instead by retaining a minority interest and receiving large (7 figure) royalty checks for years after their departure. That said, IF acquisition is what you want each of the dozens of strategies available to you really begin with identifying prospective buyers, understanding their motivation for acquisition and pivoting your company into alignment with those motivations. I explain the process in more detail here: http://www.zerolimitsventures.com/cadredc Hope this helps! Good luck. SteveSL
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After moving on from my startup, someone approached me with an offer to buy. What are some strategies for successful negotiation?
The less you need to sell, the more leverage you have. The fact that they approached you says that they want it. If 15k was their first offer, you can simply say no thanks. If you can do that with a straight face and resist the temptation to make the move, they are likely to come back with a better offer. The other way to move the price up is to say 15k is an asset sale "as is." You could offer a short consulting contract to provide assistance in integrating the acquisition and probably find an extra 10-15k that way. Happy to talk in more detail in a quick call.TW
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