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Acquired
The Art of Selling a Business With $10 Million to $100 Million in Annual Revenue
Questions Answered in This Book
- How long does it take to sell a mid-market company?

- Why don’t some businesses sell?
- How do I maximize the value of my company?

- What are the advantages and disadvantages of using a multiple to value my business?
- What are the most common methods to value mid-sized companies?
- Do buyers commonly pay for potential?
- Who should I hire to appraise my business? How much do they charge?
- How do I decide which value drivers to prioritize when preparing for the sale?
- How and when should I tell my employees I’m planning to sell?
- How do I keep the sale a secret from my employees, customers, and competitors?
- How do I minimize the tax implications of the sale?

- How do I structure the deal from a legal standpoint?
- Should I consider an earnout?
- How do I prepare for due diligence?
Overview
For a business to sell for what it’s really worth – or even more – you need to properly prepare. However, too many entrepreneurs put off planning the sale of their business until the last moment. Acquired will help you prepare your business for sale and walk you through the sales process, dodging the pitfalls along the way. Planning your exits is one of the most critical initiatives you’ll undertake. Don’t go it alone.
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 to 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 Million to $100 Million in Annual Revenue
About the Author
20+ Years of M&A Experience: Over 20 years of experience facilitating mergers, acquisitions, sales, and other business transfers with transaction values up to $500 Million.
300+ Transactions: Successfully participated in or managed the sale of over 300 privately held companies representing both buyers and sellers in North America, Central America, South America, Europe, and Asia.
Author of 6 Books on M&A: The Art of the Exit, A Beginner’s Guide to Business Valuation, The Exit Strategy Handbook, Closing the Deal, Acquired and Food & Beverage M&A
Host of M&A Talk: Host of the #1 podcast on mergers and acquisitions – M&A Talk.
Host of Food & Beverage Talk: Host of the #1 podcast on mergers and acquisitions specializing in the food & beverage industry – Food & Beverage Talk.
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