Question: I received an offer to purchase my company and am interested in accepting. What is one thing I should do to make sure this works out the way I expect?
Sit Down With Other Entrepreneurs Who Have Been There
"There are a few reasons you should talk with other people who can relate to you in this situation. First, they can walk you through all of the ups, downs and hurdles they went through. Second, they can help you see the 'other side' of selling your company. What came next for them? What will be next for you? After talking with other entrepreneurs, we actually decided not to sell our company."
Outsource Your Valuations
"What is your business worth? It's not unusual to overvalue (à la 'Shark Tank') your business. Likewise, if you're ready to sell, you may be tempted to just get out. Have a team of pros look at your books and give you an objective valuation of what you have to offer. This will also eliminate any regrets down the line."
Avoid Too Much Tied to Performance-Based Financial Incentives
"Once you sell your company, you are no longer in control. With every founder I have talked with, performance-based incentives have gone sideways. Timelines get thrown off by longer than expected integration, revenue targets didn't take into account sales ramp and organization change, etc., and all create perverse incentives for the acquirer. Value your business for what it's worth now."
Pay Attention to the Non-Compete Provision
"Pay particular attention to the duration and geographic scope of the non-compete provision and what is included in the definition of a 'competing venture' to make sure that the agreement won't prevent you from pursuing your next project. The last thing you want to do is to contractually handcuff yourself from turning the page to the next chapter in your life."
Understand the Timeline
"I've heard of so many situations where the acquisition takes much longer, or is much quicker, than some parties anticipated. Work with the purchasing organization to clearly define what will happen and when, and what you and your team's responsibilities will be during the various transition phases."
Get Competing Offers
"When negotiating the sale of your company, there are few things that can drive interest and valuation higher than having multiple parties bidding on your company at the same time. If you are negotiating with only one buyer, you will have minimal leverage to get the buyer to raise his bid. However, when two or more buyers step up you can take the highest bid and 'shop' it to the others."
Fully Understand the Specifics of the Offer
"It's easy to get overwhelmed about a potential acquisition. It's also very easy to hear a total purchase price or get an offer for a multiple that makes sense for you and overlook key terms. Understand every detail. The terms can significantly alter the real proposed value. How much is up front? Are earn-outs involved? Is there a holdback clause? Non-competes? Know your best and worst outcomes."
Ask the Hard Questions First
"Make sure to get the big details and hard decisions hashed out first. Selling your business will take a lot of time and your business will most likely slow down while you go through the exercise of exploring the offer. If there is a deal-killer, make sure you find it out sooner rather than later."
Plan Your Technology Transfer Meticulously
"If you have a software company, you may face issues while combining and integrating your databases and systems with the acquirer. If the technology transfer is not planned, you will inevitably encounter usability problems and bugs due to gaps in integration. Thus, it's advisable to hire a technology transfer expert who understands the two technology stacks and has experience resolving code conflicts."