Selling Your Startup - Crafting the Perfect Exit, Selling Your Business, and

Description: Acknowledgments xvii Foreword by Bhavin Turakhia xix 1 Seeding What Would Grow into Panthera Advisors 1 Accelerated Growth through Acquisitions 1 Inbound Interest and a Path Forward 2 Choosing My Wingman 4 Our M&A Journey 5 Launching Panthera Advisors 6 My Unwavering Commitment to Entrepreneurs 7 2 Getting Your Company Acquired 9 M&A Is Harder Than Fundraising 10 The Acquisition Process 11 Media versus Your Business: What You See in the Press versus Reality 14 Acquirer Expectations 15 Why Most Acquisitions Fail 18 3 The Role of Investment Bankers 21 What Is an Investment Banker? 21 Good Cop, Bad Cop 22 Why Bankers Add Value 23 Getting the Right Advice 25 Breaking Down the Fees 26 4 How to Plan Ahead 31 Consider the Reasons Why You Want to Sell 33 Tying Up Loose Ends 36 The Importance of Making Yourself Expendable 37 How to Make Yourself Expendable 39 5 Preparing the Company's Pitchbook 41 Packaging the Message 41 What Makes Your Company Unique? 42 Nailing the Value Proposition for Potential Acquirers 43 Defining Transition Plans for Potential Buyers 45 Crafting the Marketing Plan 46 Identifying a Powerful Flow and Structure 47 Acquisition Memorandum Template 48 6 Putting Your Finances in Order 53 Understanding Financials 54 The Importance of Key Metrics 55 Why Growth and Operating Assumptions Are Critical 58 Modeling Out a Powerful Five-Year Projection 60 Anticipating Questions on Numbers 61 7 Understanding Your Valuation 63 Variables Affecting Your Startup's Value 64 Common Methods of Business Valuation 64 How to Value Pre-revenue Startups 67 How to Increase Your Valuation Faster 69 Valuation versus Terms 71 Why You Never Want to Disclose Your Valuation 71 Avoiding High Valuations with No Rationale 72 8 Building the Target List 73 The Importance of Building the Target List 74 Ways to Identify Potential Buyers 76 Vetting Buyers for the Right Fit 77 Using Partnerships to Trigger Acquisitions 80 How to Make Contact with Interested Parties 81 9 The Communication Process with Buyers 85 Liabilities and Responsibilities 85 How to Handle Communications 86 Gauging Initial Interest 87 Nailing the Follow-Up 88 Finding the Decision-Maker 92 10 Preparing for a Successful First Meeting 95 Finding Out the Strategic Road Map of the Buyer 96 Agreeing On the Meeting Location 99 Setting Up the Agenda for the Meeting 102 Follow Up with Emails to Keep Them Warm 103 Understanding How to Address Concerns 103 Questions Potential Acquirers May Ask You 104 11 Getting to a Letter of Intent (LOI) 109 Why an LOI Is So Important 110 Breaking Down the LOI 111 Comparing Valuations 113 Measuring Suitability of the Potential Buyer 113 Hostile versus Friendly Buyers 115 Considerations before Signing 116 The LOI Template 117 12 Communication with Stakeholders 121 The Role of the Board of Directors 121 Keeping Investors Updated in the M&A Process 125 The Dos and Don'ts with Employees 126 13 Negotiating the Price Tag 129 Price versus Terms 129 Communicating Outcomes 130 Pushing for a Deadline 131 Increasing Price with a Bidding War 133 Maximizing Value on the Buyer and Seller Sides 133 Thinking Like a Buyer 135 14 The Due Diligence Stage 139 Putting Together the Deal Room 140 Validating Your Claims 153 The Dos and Don'ts During Meetings 154 Managing the Flow of Information 155 What to Look for in the Potential Buyer 156 15 The Purchase Agreement 159 How to Review the Purchase Agreement 160 Terms and Clauses to Watch 164 Typical Purchase Agreement Outline 166 Lawyers and the Purchase Agreement 168 Choosing the Right M&A Lawyer 169 Dealing with Legal Counsel 171 16 Strategic versus Financial Acquisitions 173 Different Types of Acquisitions 173 Reasons for Strategic Acquisitions 174 How to Know What Drives the Buyer's Motivation 177 Why Revenues Take a Back Seat on Strategic Deals 180 17 Ways to Kill a Deal 183 Not Respecting the Buyer 183 Making Changes and New Demands 184 Lack of Commitment from the Team 185 How You Communicate with Employees and Customers 186 Withholding Information 189 18 Legal Considerations 193 Regulations and Regulators 193 Due Diligence and Assumed Liability 194 Intellectual Property 194 Working Capital 194 Escrows 194 Contracts 195 Warranties and Indemnifications 195 Stockholder Approval 195 Noncompete and Non-solicitation Agreements 195 Stock versus Asset Sales 196 Buying Companies That Are Not Incorporated 199 Liens and Encumbrances 201 19 Closing the Deal 203 The Anatomy of an M&A Deal Closing 203 Closing Preparations 204 Closing Times and Locations 204 Speed to Closing 205 Accounting and Taxes 206 Closing Checklist 208 Wrapping Things Up 209 20 Transitioning to a New Phase 211 Vesting and Revesting 212 Post-acquisition Integration 216 Looking Forward 219 21 The Emotional Roller Coaster during Acquisitions 221 Anxiety 222 Understanding the Process 223 Depression 226 Acceptance 227 Happiness 228 Glossary 231 About the Author 237 Index 241

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