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