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MenuMy business going through an Acquistion but I need advise on if I should stay and continue?
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Hi, this is an issue faced by many entrepreneurs. I've sold two businesses and have been a business broker where I helped to sell over 35 others and I've learned from my own experiences and from observing others.
Here's what you need to ask yourself:
1. Is there another project I wish to take on right away?
2. Could I use a rest? Employees are better able to forget the workplace once they leave the office.
3. Do I have a sense of duty to the employees to ensure the transition has a solid foundation?
Even though you're no longer the owner you may still care deeply about the business and wish to see it succeed.
Deciding to stay is not a 'forever' decision. Keeping active and earning while truly enjoying weekends and vacation can give you a rest while leaving your finger in the pulse to identify your next opportunity.
Me, I left. In one case I was too excited for the next thing. In the next, there was no place for me.
Cheers,
Arrange a call if you'd like to chat.
Dave
I was in this exact position several years ago...
Before I start, clearly I only have limited information to work from at this stage so I am making some assumptions, however hopefully this will help you develop your thoughts.
To my mind, this can be split into two distinct considerations.
1. Financial and business considerations
You mention that the potential buyer wants to keep you on with the business, would then still be interested in the purchase if you are not willing to stay? Would the offer the same price? If not, are there any other buyers that may be interested on terms that better suit you?
Every situation is different however many businesses - even large ones - are very reliant on their key owners and managers. Because of this they struggle to find a buyer, or buyers may want to pay less as they perceive a risk with a change in key personnel.
This is especially true if the business is a service business and/or the business has been build based on the drive and relationship of the key stakeholder(s) - i.e. you.
If that is the case then it may limit your options regarding a clean break immediately after sale.
2. Personal considerations
It's certainly right that your relationship with the business would be different after a sale, however whether that is something that you may be able to accommodate - or even like or prefer - is down to you.
Do you think you would get on with the new owners? Do you have a similar outlook and approach or is their style different?
If you do have new project(s) that you'd like to move on to then perhaps explore with the buyers if there's a middle ground. Could your time be split? Or could you be engaged on a consultancy basis? Perhaps a full-time handover would work on a temporary basis before reducing this down at an agreed point.
I hope this helps. Very happy to discuss your particular situation - and explain more about my experience - on a call if that would be helpful.
Thanks
Daniel
Be like Pierre Omidyar (eBay founder). If the financial outcome of your acquisition makes your dreams come true, then by all means chose option A. Go and take care of yourself, your loved ones, and go and impact the world! Influence precedes impact.
Related Questions
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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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I’m about to purchase an internet based business this month and wanted to know what due diligence should I do to make sure I won’t get scammed?
This is a question that requires far more than a simple 10-minute answer, as due diligence is an extremely complex subject and only having a few "quick tips" would put you in a very vulnerable position. Generally speaking though, the key areas that you would want to focus on (depending on the type of the web business that you're about to buy) are: * Financial verification - make sure to verify all income and expenditure, and never rely on screenshots or video proofs, as these are easily faked. Always require either live access to accounts/books or schedule a real-time screen sharing session with the seller. * Make sure to fully understand the business model and its sustainability. This is easier said than done but it's perhaps the most important aspect of DD. You need to be able to make sure that the business is an actual, viable and sustainable business, rather than a fly-by-night website. I've written about this in length here: http://bryanoneil.com/the-most-important-website-due-diligence-question-that-buyers-rarely-ask/ * Take a very thorough look through the site's analytics (preferably you should request live access to its Google Analytics account) and make sure everything is in order. Also take a thorough look through the site's traffic sources and ensure that they're sustainable. * Validate the claimed owner responsibilities so that you wouldn't end up buying a business that's actually a full time job. Sellers often misrepresent this part so it's important to perform a sanity check and ensure that the claimed hours match the reality. But as I said, there's far more to due diligence than that. I've published a fair number of articles about this in my blog (http://bryanoneil.com) that you would probably find useful, but I would still recommend you to either do a lot of reading up on the subject, or to speak to a professional. As for trustworthy brokers - I'm obviously a bit biased here as I run a brokerage myself (Deal Flow - http://dealflow.flippa.com/), but apart from us the other two larger brokers are Quiet Light Brokerage and FE International. I'd recommend you to steer clear from brokers who either have too many listings (as that's an indication of sub-par vetting standards and therefore low quality listings), or brokers that haven't established themselves in the industry, as those newer brokers are rarely experienced enough to be able to properly validate the businesses that they list, and are often desperate to complete deals, leading them to intentional misrepresentation. Hope this helps! BryanBO
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Can anyone recommend an ideal co / m&A firm / resource to approach re exit strategy. We're a v fast growing start-up, but want to assess options. Thx!
It is difficult to give you a clear answer without knowing more about your company and product. Are you looking to sell or just want someone to advise you on what/how to do it?BC
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Are promissory note installments considered capital gains? I'm selling my website and would love insight on the financial details.
Yo are talking apples and oranges. Capital gains are related to your basis not the form of payment. If you are a cash basis taxpayer, you pay taxes when you receive cash beyond your basis. We can help you with structure.JH
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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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