Mergers & Acquisitions

Acquired – The Art of Selling a Business With $10 to $100 Million in Revenue

About The Book

Written by Jacob Orosz, President of Morgan & Westfield

For a business to sell for what it’s really worth – or even more – you need to properly prepare. But too many entrepreneurs put off planning the sale of their business until the last moment. Acquired – The Art of Selling a Business With $10 to $100 Million in Revenue will help you prepare your business for sale and walk you through the sales process, dodging the pitfalls along the way. With a significant amount of your wealth tied up in your business, planning your exit is one of the most critical initiatives you’ll undertake. Don’t go it alon

Before anything else, preparation is the key to success.

Alexander Graham Bell

What’s Covered in the Book

How to decide whether to sell your business

How to prepare your company before you go to market

A detailed analysis of why some businesses ultimately don’t sell and what you can do about it

An overview of your various exit options and which are most likely to maximize your proceeds

A framework for deciding whether to sell your business as a whole or in parts

Advice for raising growth capital from a private equity group to take your business to the next level

A thorough examination of the major factors buyers look for in middle-market businesses

How to normalize your financial statements to calculate EBITDA

Common EBITDA multiples for businesses in the middle market

An overview of the most important valuation concepts

More than 50 variables that can affect the value of your business

Insight into over 60 actions you can take to improve the value of your company

When and what to tell your employees

Advice on building your deal team

An outline of a typical strategic marketing plan to sell a mid-market business

The three main types of buyers in the middle market and what each looks for

How to handle management meetings with buyers

Tips on dealing with buyers

Tips for negotiating the letter of intent

An overview of the major financial and legal elements of a transaction’s structure

An explanation of the main terms of the purchase agreement

Overview

One day you’ll decide to sell your company. You dream of a simple transaction that leaves your employees happy, your buyer positioned for success, and your bank account bulging. Unfortunately, the reality is that the exit process is fraught with roadblocks and – even when successful – often leaves money on the table. The sale of your business will be one of the most stressful events in your life. Don’t get blindsided.
Whether you’re seeking general guidance or looking for specific, constructive descriptions of the sale process for mid-sized companies, this essential guide contains proven strategies that will significantly improve your odds of successfully selling your business. Written in a conversational tone, Acquired will provide you with sound advice based on time-tested results from my 20 years in the trenches selling businesses in a variety of industries. I wrote it specifically for owners of companies with revenue from $10 to $100 million – or companies with earnings before interest, taxes, depreciation, and amortization (EBITDA) of $2 million to $10 million per year.
This book is different. Acquired isn’t about selling fast – it’s about selling smart. In these chapters, I offer recommendations that even the busiest entrepreneurs can apply in their hectic lives. And while this book speaks directly to sellers, anyone involved in the M&A process – buyers, attorneys, accountants, and business appraisers – will benefit from the observations and advice that’s included.
A successful entrepreneur may exit a handful of companies in their lifetime. Even that experience pales in comparison to corporate buyers who close deals all the time. Without decades of experience in mergers and acquisitions, sellers often don’t have the tools they need to get the best results for themselves, their teams, or the new parent company. The information in Acquired will help you level the playing field.
Much of the information available out there isn’t geared toward mid-sized businesses. The theoretical knowledge that’s out there is rarely applicable to actually selling a business. Acquired is specifically written for mid-size business owners. This book is loaded with useful, actionable tips and proven strategies on the art and science of selling a mid-sized company.
Acquired goes into detail about what happens behind the scenes when selling a middle-market business. In reading it, you will:

  • Explore the universe of potential buyers for your particular business.
  • Learn how to assemble a team of expert advisors to prepare and sell your business.
  • Walk step-by-step through the mid-market sale process from start to finish, seeing how it is typically led by an investment banker and team.
  • Find out where deals get into trouble, how to create alignment between negotiating parties, and what terms you should care about most.
  • Discover how to win in both the short and the long term, maximizing your price while positioning your company for a legacy you can be proud of.

You’ll learn practical rules, strategies, and tactics before you get in the game and then discover how to effectively position your company to achieve your best possible exit. Acquired will give you a comprehensive insider’s look at mid-sized businesses and teach you how to apply those lessons to your sale. Are you ready for the roadmap that leads to your ultimate payday? Let’s go.

Questions Answered in This Book

How long does it take to sell a mid-market company?


How do I decide which value drivers to prioritize when preparing for the sale?

Why don’t some businesses sell?

How and when should I tell my employees I’m planning to sell?

How do I maximize the value of my company?


How do I keep the sale a secret from my employees, customers, and competitors?

What are the advantages and disadvantages of using a multiple to value my business?

How do I minimize the tax implications of the sale?


What are the most common methods to value mid-sized companies?

How do I structure the deal from a legal standpoint?

Do buyers commonly pay for potential?

Should I consider an earnout?

Who should I hire to appraise my business? How much do they charge?

How do I prepare for due diligence?

Table of Contents

Front Matter

  • Copyright Page
  • Acknowledgments
  • About the Author
  • Preface
  • Acronyms
  • Additional Resources

Introduction

  • Deciding to Exit
  • The Importance of Preparation
  • Timing Expectations
  • Why Deals Die
  • A Comment on Exceptions

Chapter 1: Exploring Your Exit Options

  • Options for Exiting Your Business
  • Management Buyouts
  • Selling a Part of Your Business

Chapter 2: Deciding to Double Down

  • Selling vs. Doubling Down
  • Raising the Money to Double Down

Chapter 3: What Buyers Want

  • Major Factors Buyers Consider
  • The Two Types of Buyers

Chapter 4: EBITDA, EBITDA, EBITDA

  • Calculating EBITDA
  • EBITDA: A Complete Guide

Chapter 5: Valuation Multiples

  • Typical Returns
  • The Purpose of Multiples
  • Returns Across Investment Classes
  • Advantages and Disadvantages of Multiples
  • What Multiples Ignore
  • How to Use ROI for Valuing a Business
  • Tips for Using Multiples

Chapter 6: Valuation Theory

  • Critical Valuation Concepts

Chapter 7: Valuation Practice

  • The Basics of Valuation 
  • Valuing Potential
  • Selecting the Right Appraiser

Chapter 8: Value Drivers

  • Industry Structure
  • Level of Industry Competition
  • Product Mix
  • Customer Base
  • Operations
  • People
  • Financial Factors
  • Legal Factors
  • State of the Economy
  • Negotiating Position

Chapter 9: Improving Value

  • Maximizing Value
  • Business Strategy
  • Key Financial Metrics
  • Growth Opportunities
  • Business Operations
  • Customer Base
  • Legal Factors
  • People
  • Shareholders

Chapter 10: Prioritizing Your Value Drivers

  • Completing the Model
  • Example Return on Value Driver’s Model
  • Comments on the Model
  • Tips for Completing the Model

Chapter 11: Your Deal Team

  • Investment Banker
  • The Role of Attorneys
  • The Role of Accountants 
  • Considerations for Your Deal Team

Chapter 12: Your People Strategy

  • Informing Your People
  • Retaining Your People
  • Alternatives to Non-Compete Agreements

Chapter 13: Preparing the Information Memorandum

  • Teaser Profile
  • Information Memorandum
  • Preparing Additional Documents
  • Releasing Information in Phases

Chapter 14: Keeping the Sale a Secret

  • How to Ensure Confidentiality
  • Who Else to Tell About the Sale
  • Confidentiality Agreements
  • Analysis of a Confidentiality Agreement

Chapter 15: Understanding and Finding Buyers

  • Understanding the Three Types of Buyers
  • Finding and Contacting Buyers

Chapter 16: Qualifying Buyers

  • How Buyers Are Screened
  • Customizing Your NDA for Competitors
  • Avoiding Unqualified Buyers

Chapter 17: Management Meetings

  • Setting the Meeting
  • The Agenda
  • After the Meeting
  • Handling Additional Information Requests
  • Further Screening Buyers

Chapter 18: How to Negotiate with Buyers

  • Tip 1: Conduct Pre-Sale Due Diligence
  • Tip 2: Avoid Sunk Costs
  • Tip 3: Create Alternatives
  • Tip 4: Stay Calm and Collected
  • Tip 5: Keep Your Foot on the Gas
  • Tip 6: Avoid Deal Fatigue
  • Tip 7: Listen, Listen, Listen
  • Tip 8: Be Honest and Humble

Chapter 19: The Letter of Intent

  • Overview of the LOI
  • Major Clauses
  • The LOI Process
  • Negotiating a Favorable LOI
  • Problems and Solutions

Chapter 20: Deal Structure

  • Primary Components of Deal Structure
  • Typical Deal Structures
  • Maximizing Deal Structure
  • Financial Components 
  • Legal Deal Structure 
  • Legal Deal Structure and Entity Type
  • Deal Structure and Taxes
  • Minority Exits

Chapter 21: Due Diligence

  • Preparing for Due Diligence
  • The Due Diligence Process
  • 4 Types of Due Diligence 
  • Avoiding Problems in Due Diligence 
  • Sample Due Diligence Checklist

Chapter 22: Purchase Agreement

  • Signing t0 Closing
  • Overview of the Purchase Agreement
  • Negotiating the Purchase Agreement
  • 3 Ways to Structure a Deal
  • Schedules and Exhibits 
  • Non-Competition Agreement
  • Reps and Warranties 
  • Indemnification

Chapter 23: Closing

  • Getting Ready for the Big Day
  • How the Closing Works

Conclusion

Additional Resources

Appendices

Appendix A: Glossary

Appendix B: Due Diligence Checklist

Appendix C: Purchase Agreement Clauses

Appendix D: List of Closing Documents

Appendix E: Escrow’s Duties

Appendix F: Recommended Reading

Acquired – The Art of Selling a Business With $10 to $100 Million in Revenue

Acquired

About the Author

Jacob Orosz

Jacob Orosz is President of Morgan & Westfield, host of the podcast series M&A Talk, and author of articles and books on M&A, including The Complete Guide to Selling a Business, The Art of the Exit, A Beginner’s Guide to Business Valuation, The Exit Strategy Handbook, Closing the Deal, and Acquired. He has over 20 years of experience facilitating mergers, acquisitions, sales, and other business transfers with transaction values up to $75 million.

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