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MenuWhen going through an acquisition as a minority shareholder in a complex transaction, should I hire an expert "agent" to negotiate on my behalf?
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The complexity of your situation is similar to multiple acquisitions I have encountered on both sides of the table in private and public transactions. In most situations involving private equity, it is doubtful if the additional cost of a private agent would generate a material gain given your minority position. However, since your situation has the additional complexities of differentiation in EBITDA contribution and negotiation with family members, I would agree with your recommendation to use an external agent. If the cost is a concern, you may want to consider using an advisor/coach/consultant to work on a fixed fee basis instead. I took this approach in selling one of the private companies I ran and was able to complete the transaction at a much lower cost than using an investment banker or agent. I'm happy to share my experience and lessons learned if you would like to follow up with a discussion.
For about 30 years I have been an agent, investor, advisor and director in many companies involved in mergers sales and acquisitions. I have seen many failures as well. The biggest mistake is that owners want to do it on their own without adequate advice. Adequate advice includes at least three different professionals-a CPA, a corporate lawyer and an agent. Dont use your book keeper, or the lawyer who did your will, or a stockbroker--they have the wrong skill sets. If you would like to discuss this Im available. Good luck.
In my experience working in similar cases in several countries, I can say that any complex solution starts by simplifying it and concentrate on the essential. So focus on your objectives and you will do fine.
The model of collaboration you propose seem reasonable to me. I will be happy to explore it with you.
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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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What is the best way to split equity for three founders?
You are thinking about it wrong. Don't think of your organization as a pie. Think of it as a house. When you add an extension (say a new kitchen) to your house, the value of your new kitchen now accounts for a larger *percentage* of your house, more than it did before. But something else also happens. Your house is now worth a lot more. I highly recommend you watch the series on raising money for a startup by the Khan Academy - http://robt.co/1u1wCsxJS
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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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