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End User License Agreement
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End User License Agreement
by
Selling Your Startup
Cover
Title Page
Copyright
Dedication
Acknowledgments
Foreword
1 Seeding What Would Grow into Panthera Advisors
Accelerated Growth through Acquisitions
Inbound Interest and a Path Forward
Choosing My Wingman
Our M&A Journey
Launching Panthera Advisors
My Unwavering Commitment to Entrepreneurs
2 Getting Your Company Acquired
M&A Is Harder Than Fundraising
The Acquisition Process
Media versus Your Business: What You See in the Press versus Reality
Acquirer Expectations
Why Most Acquisitions Fail
3 The Role of Investment Bankers
What Is an Investment Banker?
Good Cop, Bad Cop
Why Bankers Add Value
Getting the Right Advice
Breaking Down the Fees
4 How to Plan Ahead
Consider the Reasons Why You Want to Sell
Tying Up Loose Ends
The Importance of Making Yourself Expendable
How to Make Yourself Expendable
5 Preparing the Company's Pitchbook
Packaging the Message
What Makes Your Company Unique?
Nailing the Value Proposition for Potential Acquirers
Defining Transition Plans for Potential Buyers
Crafting the Marketing Plan
Identifying a Powerful Flow and Structure
Acquisition Memorandum Template
Notes
6 Putting Your Finances in Order
Understanding Financials
The Importance of Key Metrics
Why Growth and Operating Assumptions Are Critical
Modeling Out a Powerful Five-Year Projection
Anticipating Questions on Numbers
7 Understanding Your Valuation
Variables Affecting Your Startup's Value
Common Methods of Business Valuation
How to Value Pre-revenue Startups
How to Increase Your Valuation Faster
Valuation versus Terms
Why You Never Want to Disclose Your Valuation
Avoiding High Valuations with No Rationale
8 Building the Target List
The Importance of Building the Target List
Ways to Identify Potential Buyers
Vetting Buyers for the Right Fit
Using Partnerships to Trigger Acquisitions
How to Make Contact with Interested Parties
9 The Communication Process with Buyers
Liabilities and Responsibilities
How to Handle Communications
Gauging Initial Interest
Nailing the Follow-Up
Finding the Decision-Maker
10 Preparing for a Successful First Meeting
Finding Out the Strategic Road Map of the Buyer
Agreeing On the Meeting Location
Setting Up the Agenda for the Meeting
Follow Up with Emails to Keep Them Warm
Understanding How to Address Concerns
Questions Potential Acquirers May Ask You
11 Getting to a Letter of Intent (LOI)
Why an LOI Is So Important
Breaking Down the LOI
Comparing Valuations
Measuring Suitability of the Potential Buyer
Hostile versus Friendly Buyers
Considerations before Signing
The LOI Template
12 Communication with Stakeholders
The Role of the Board of Directors
Keeping Investors Updated in the M&A Process
The Dos and Don'ts with Employees
Note
13 Negotiating the Price Tag
Price versus Terms
Communicating Outcomes
Pushing for a Deadline
Increasing Price with a Bidding War
Maximizing Value on the Buyer and Seller Sides
Thinking Like a Buyer
14 The Due Diligence Stage
Putting Together the Deal Room
Validating Your Claims
The Dos and Don'ts During Meetings
Managing the Flow of Information
What to Look for in the Potential Buyer
15 The Purchase Agreement
How to Review the Purchase Agreement
Terms and Clauses to Watch
Typical Purchase Agreement Outline
Lawyers and the Purchase Agreement
Choosing the Right M&A Lawyer
Dealing with Legal Counsel
16 Strategic versus Financial Acquisitions
Different Types of Acquisitions
Reasons for Strategic Acquisitions
How to Know What Drives the Buyer's Motivation
Why Revenues Take a Back Seat on Strategic Deals
17 Ways to Kill a Deal
Not Respecting the Buyer
Making Changes and New Demands
Lack of Commitment from the Team
How You Communicate with Employees and Customers
Withholding Information
Note
18 Legal Considerations
Regulations and Regulators
Due Diligence and Assumed Liability
Intellectual Property
Working Capital
Escrows
Contracts
Warranties and Indemnifications
Stockholder Approval
Noncompete and Non-solicitation Agreements
Stock versus Asset Sales
Buying Companies That Are Not Incorporated
Liens and Encumbrances
Note
19 Closing the Deal
The Anatomy of an M&A Deal Closing
Closing Preparations
Closing Times and Locations
Speed to Closing
Accounting and Taxes
Closing Checklist
Wrapping Things Up
20 Transitioning to a New Phase
Vesting and Revesting
Post-acquisition Integration
Looking Forward
Notes
21 The Emotional Roller Coaster during Acquisitions
Anxiety
Understanding the Process
Depression
Acceptance
Happiness
Glossary
About the Author
Index
End User License Agreement
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