Tag Archives: Broker

How Much Do You Share with a Potential Acquirer? Nine Points

Situation: A company has been approached by a larger company that may be interested in acquiring them. The prospective acquirer is a current customer. Absent an extraordinary offer, the company isn’t interested in selling. Nevertheless, a conversation could be valuable. How much information about the company should the CEO share now? How much do you share with a potential acquirer?

Advice from the CEOs:

  • The key term here is potential. At this point, there is no commitment, and you really don’t know the other company’s motivation. As you start this process, don’t share confidential details about your plans or prospects, or your pipeline. Just broad information. If things get serious, slowly open the kimono.
  • Make sure that you have an NDA in place covering anything that they ask you to disclose for this possible transaction.
  • Given your current situation, a standard offer probably won’t be appealing, so be open to a creative option.
    • Decide ahead of time what your price is. If they are in the ball park, keep talking.
    • For example, Say you want $XX. Would you be attracted to 50% of that now, 50% later? Under what terms?
  • Put a low valve on future payouts, particularly if you are not in a position to call the shots.
  • Be open and creative. You never know what can happen. You could sell to them now at the right price. Then, if the acquisition doesn’t work out, buy the company back in 2-3 years at a discount!
  • If you get into higher level negotiations, employee retention will be critical. Make provision for this as part of the deal.
  • Hire a disinterested professional negotiator you who you can trust.
  • If things get serious, bring in an investment broker to assist. It will cost you 5% but they are helpful in the negotiation and could bring in competing suitors to up the ante.

How Do You Communicate a Company Sale? Six Guidelines

Situation: A closely-held, non-public company is in negotiation for a possible sale. The CEO seeks guidance on when and how to communicate this to employees. What event would demand communication? The CEO is concerned that if the sale falls through this may significantly damage employee morale. How do you communicate a company sale?

Advice from the CEOs:

  • The trigger point for any employee communication will be due diligence. At this point, you may have a serious buyer.
    • Going into due diligence, limit updates to those who will be involved in the process.
    • Most acquisitions do not go through, so a broader communication risks disrupting the company – unless you are very confident that the sale will proceed.
    • Prior to due diligence, there is no benefit to communicating any possible sale to employees.
  • What message do you deliver to those who will be involved in due diligence?
    • We are entering a due diligence. This is an exercise that we’re doing for our own education so that we understand the value of the company. This is just a drill.
  • Keep your eye on the business and don’t be distracted by the offer.
  • Have a good idea of an acceptable sale price.
    • For a company with intellectual property or significant assets, three to five times EBITDA is a good starting point – unless the sale is a strategic buy to the buyer.
  • A possible deal is often spoiled by terms and conditions that the buyer attaches to the deal.
  • One buyer (at any one time) is the same as no buyer. When owners get serious about selling the company they will need a broker to develop multiple buyers, to advise them through the sale process and to defend their interests.

What’s the Best Way to Sell a Domain Name? Five Suggestions

Situation: A company has a domain name that they no longer use. They have been approached by a domain reseller that wants rights to sell the name for a percentage of the sale price. The reseller is talking big money for the name. What are the best options for selling a domain name?

Advice from the CEOs:

  • The offer may look interesting, but you want to compare it with other options. These include Godaddy.com or buydomains.com. Compare both the price for selling the name and the estimates of what the domain name is worth. Look at how each would market the name, and their record for selling names. Compare their responses with the offer from the reseller that contacted you.
  • Get an appraisal on the name. Valuate.com offers a free tool to appraise a domain name, or you can look at GoDaddy for assistance in valuing your domain name under their Support section.
  • Have a contract attorney look at the reseller’s contract for hidden traps.
  • Get references from this reseller and check them out before signing anything.
  • If you move forward, make sure that you choose the escrow company. One CEO recommends Escrow.com for domain name sales.

How Do You Maximize Shareholder Value and Liquidity? Four Factors

Situation: A private company creates a liquidity event every 3-5 years: selling pieces of the company, product-based spin-offs, or potentially the whole company. Most frequently, engineering efforts spin off opportunities for new product-based companies. How do you measure company or business valuation with the objective of maximizing shareholder value and liquidity?

Advice from the CEOs:

  • Look at a model to create productized service offerings that are replicable and predictable. This can create a stream of spin-offs to generate ongoing liquidity events. Jack Stack’s company, Springfield Remanufacturing has done this very effectively over the past two decades. He describes his methods in The Great Game of Business.
  • Regarding selling the whole company, the most important measure is strong company performance in recent quarters. Focus on internal metrics as well as revenue and profitability performance. Put together a solid 3 to 4 quarters of profitability with an upward trend to increase appeal to potential acquirers. The current market requires both a longer history of profitable performance and more data points of performance than was required in the previous decades.
  • To compliment internal measures develop a relationship with a business broker who can help you assess the value of either product or company spin-offs. A broker can determine the current value of the opportunity as well as a timeline and critical actions to enhance opportunity value.
  • Consider a roll-up of your company and one or more of your business partners.
    • Look for similar or compatible financial structures and complimentary capabilities.
    • A roll-up can broaden your range of products and services. As a bigger entity you have more options, and can enhance your ability either to generate spin-offs or become a more interesting acquisition candidate.
    • The downside is the time that it takes to complete the roll-up if you feel you have a short window of opportunity.

When Do You Decide to Expand Your Office? Three Options

Situation:  A company signed a 3-year lease a year ago, assuming that this would accommodate their needs. Growth has been much more rapid than anticipated, and they’ve outgrown the space. Should the company expand or move now and run the risk of over-purchasing new space, or should they wait until actual growth requirements are more apparent?

Advice from the CEOs:

  • The answer depends on the risk that you are willing to take as a company. When you signed your lease you took a risk based on your expected 3 year needs. The current situation is no different. Analyze your current growth trajectory and take a comfortable level of risk.
  • Options will vary depending on whether the move is relatively high or low cost, and what space configuration you need.
    • Determine whether you have a high or low cost to expand or move – equipment, communications, wiring, etc.
    • If your costs to reconfigure space and move equipment are low, then the risk is relatively low beyond your new lease obligations.
  • Talk to your landlord.
    • With the amount of space currently available in Silicon Valley and the Peninsula, your landlord may have alternatives that are attractive to you.
    • Look for a solution that allows you the space you need under a comfortable risk scenario, but which also gives you options to expand into adjoining space as need arises.
  • Also talk to a broker about what kinds of space are available at what rates, and what incentives may also be available.
  • Short-term, consider leasing excess space from your neighbors as you consider alternatives.

Key Words: Office, Space, Lease, Growth, Risk, Cost, Landlord, Broker