Don Valentine是硅谷的传奇人物。 他不仅是一个创新的投资者，而且他的远见卓识在其他人犹豫不决的时候跳了起来，并且很早就了解如何指导和鼓励年轻的企业家。 The Wall Street Journal tribute captures his spirit.
We stole his idea for the "Sequoia Scouts" program. It's a small tribute to his brilliance and his leadership.
His relationships with Steve Jobs and Nolan Bushnell, among others, were amazingingly influential and formative.
(If you'd like to hear Don's story in his own words, watch "Something Ventured," a 2011 documentary. Great movie.)
我经常发现很难找到一种既能鼓励和帮助企业家又能强调成功所需成就的方法。唐'这个例子一直都是鼓舞人心和定向的。
He'll be missed. Or, as the Irish say,"We'll not see his like again."
//itunes.apple.com/us/podcast/how-ed-ward-created-worlds-largest-celtic-festival/id1316151368?i=1000424332720&mt=2
For leaders of private, closely held companies, selling the company is an important and critical event in their lives. There are several important considerations in managing the sales process to maximize results, avoid both delays and failure to close, all centered around preparation for the entire selling cycle.
在2018年中期，私募股权交易价格处于很高的水平。 对于准备充分并在销售时能够执行最佳做法的卖家而言，这是个好消息。
Even in hot markets, however, a lack of preparation will produce a less than optimal outcome.
Extensive experience underlines the expectation that an auction process is the best process for achieving a good outcome. Of course, experienced buyers sometimes try and convince sellers not to hold an auction for a variety of “reasons.” The end result, intended or not, is usually much lower price and poorer economic terms for sellers.
In an auction process, the seller - or most likely, their investment banker, will prepare an offering document, (including a non-disclosure agreement) circulate to probable interested buyers, solicit bids, pick two or three of the best to negotiate with, and come to an acceptable, and painless close.
如果公司所在的市场具有良好的基本特征，并且在可供出售的公司中具有吸引力，那么拍卖将很可能会很好地进行，因为该过程将吸引多个竞争性买家。
Putting the company in that position is the single most important thing a buyer can do.
这里’s how in five steps.
I. Develop Comparable Sales Data and Align your Offering
It’s important for the seller to be informed about what the current market pricing is for similarly situated companies, and what the components of that price are. A thorough review of comparable market transactions will include an understanding of which specific metrics support the most attractive multiples in the market. (and the more recent the better.) This begins with customer acquisition costs and resulting lifetime value and may include earnings as a percent of sales, revenue growth over time, sustained growth rates, sales per employee and other industry-specific metrics. Investment bankers and industry trade groups are good sources of this kind of information, for instance.
基于这些事实，发展买家对您公司的看法。 如果卖方在这里有任何疑问，请考虑进行卖方的收益质量分析。这将帮助您通过卖方查看收入's point of view.
If financials are not “clean” this is a great time for sellers to remove extraneous expenses and balance sheet items, such as shareholder loans, non-operating assets, and the like. If possible avoid major adjustments on the P&L. This may mean operating for a year or more prior to a sale offering if the seller needs to remove personal items from company expenses. Buyers will look past these items for an excellent company, especially in a competitive situation, but their presence leads to deeper questions about other potential pitfalls and variances.
根据此信息构建销售产品。 这将包括该公司的独特故事，其增长机会，其在市场中的地位以及根据其在这些行业指标下的表现而在可比公司名单中的位置。 突出公司的优势和机会，并确定已知的风险。积极地解释风险，缓解计划和成就是成功收购公司的高度重视的特征。
In today’s acquisition environment, one of the biggest differentiators can be the company’s ability to describe customer acquisition cost and lifetime value objectively. Many companies only allocate marketing budgets based on some percent of sales and don’t adequately differentiate between the cost to get a new customer and the much lower cost to retain them and describe their long term profitability. Buyers who see this data will be more comfortable with growth projections that are based on objective data-driven historical facts.
公司在客观，可量化的基础上越有吸引力，其产品对多个买家的吸引力就越大，从而改变了销售过程中的杠杆率。
Construct a range of value expectations and review carefully current, comparable terms that may be proposed by buyers. Some highlights include:
在此阶段，请咨询您的税务顾问，以了解各种卖方要求带来的税收影响，例如资产与股票销售，某些销售结构可提供的优惠税收待遇等。 我见过这样的情况，这些税收后果远远不能弥补较低的整体估值。我们最近参与了一项私人交易，该交易符合QSBS（合格的小型企业股票，联邦计划）的规定，并且免征联邦资本利得税。
Holdback
A sometimes overlooked area is the “holdback,” a portion of the purchase price held in escrow for some agreed to time period. This money is intended to be used to guarantee the accuracy of the seller’s representations and warranties about the business. In a competitive market, and where the purchase prices exceeds $10MM, a seller may consider asking the buyer to purchase insurance to cover this guarantee. It’s expensive (2% to 5% of the holdback, generally) and comes with an underwriting fee in the mid five figures. It also has limits as a percentage of the purchase price (10% in many cases), and may not eliminate the need to hold back a portion of the proceeds as well. However, it helps assure the holdback will be returned as the underwriting requirement brings a lot of objectivity to the holdback negotiation.
Milestones
购买价格的这部分保留在托管中，直到达到某些商定的里程碑为止。 这类似于但不相同。 里程碑付款可以根据未来的完成订单，某些客户的保留或类似的客观要求来确定。 竞争性投标可以减少里程碑付款的规模，复杂性，时间和数量。
Earn Out
盈余付款基于财务业绩的实现。 例如，付款占未来EBITDA或收入的百分比。 基于不受卖方售后控制的未来财务业绩的盈余通常是有争议的且有问题的。
Seller Note
Because private equity transactions are normally leveraged, buyers will often ask sellers to be the most subordinated lender in a transaction. Again, a competitive process may reduce or eliminate the need for a seller to accept this. In reality, a seller note is often structurally similar in risk to a preferred equity with a fixed interest rate without the potential equity upside.
Equity Reinvestment
If the seller who would own reinvested equity is leaving the company post transaction, and is being asked to take some or all of the proceeds in stock, a clear understanding of the terms of the new equity is essential. If the new owners have the ability to dilute the stock in the future, or in other ways reduce future economic benefit, it is important to seek agreement about how the equity will be redeemed, under what circumstances, and when. Sellers should be fully acquainted with the risks associated with holding equity, as well as with the potential upside.
Another term to prepare for is a request for exclusivity in negotiations.
在成功销售的某个时刻，买方可以要求卖方签字 排他性协议，仅同意与他们进行谈判，直到达成结论或分手为止。
There are good reasons for a seller to enter into an exclusivity provision in negotiations. If the seller has seen several offers and has quantitatively-based reason to believe these offers are representative of the market price, is satisfied with the proposed price and terms, and the buyer has demonstrated consistent, documented, trustworthy behavior, a provision to enter into an exclusive negotiating period may reduce burdens on management, speed the transaction and build toward a good relationship. It also potentially reduces information leaks that may be harmful to the company in the event of a busted transaction.
However, exclusivity periods can be used to stall while watching performance, especially if managers are distracted by the process itself and valuation discussions have included forecast results in the next quarter or two. Disclosing information can be used to squeeze the company during the same process.
Buyers who believe exclusivity makes sense in a given negotiation may consider limiting their exposure to risk by limiting the time period to very short intervals, and requiring reaffirmation of price and terms at each (biweekly?) time period. If there is any slippage, consider reopening conversations with others.
（在一种情况下，卖方向投资者披露了'和员工的退出意愿。 此外，卖方的资产负债表并不健全。 买方要求并获得了独占期，可以直接与主要经理接触。
然后，买方出于“市场混乱”的原因，说服卖方及其经理在谈判过程中暂停了新的销售活动。
The seller had no advisors to rely upon for decision making.
Unfortunately, the tactic worked all too well. The Company did not have a good alternative to a sale.
The employees were convinced this was a great event for them by the buyer and were obviously eager to close.
Diligence dragged on for months, based on a variety of new issues that arose each week.
As sales fell and cash pressure built, the buyer lowered the offer and in the end the company accepted a 50% reduction in the sales price as an alternative to running out of cash. Part of the leaders rationalization for doing this was the promise of a bright financial and career future at the acquirer. A year later he was suing them for wrongful termination.)
回顾过去，正确的答案是开发更多的替代买家，只有在原始买家仍然受到青睐的情况下，才同意较短的排他性尽职调查期。 参考检查可能已经提供了有关买方进取心的信息。 也没有做。 当然，同意充分的员工访问权限以及“停止销售”的决定以及缺乏好的顾问都是错误。
II. Construct an Attractive and Believable Alternative to Selling.
Decide what the minimally acceptable price and terms are, considering the factual information gathered. Then build an alternative plan contingent on the inability to obtain a desirable transaction. Included in this thinking should be a broader definition of selling to include leveraged recapitalizations and family succession planning.
继续经营业务的能力，强大的资本和出色的销售队伍，产品开发，正现金流量和营销计划是替代方案的重要组成部分。 AQ对客户获取成本的详细了解是该计划的核心部分。 不受限制的简单地继续经营业务的能力（尤其是对买方显而易见的能力）是一种强大的选择。 现金增加会增强卖方的选择余地，并削弱买方的权力。
如果迫切需要进行销售，但不能同时满足上述所有条件，则好的替代方案可能包括吸引现有投资者的短期投资或扩大银行授信额度的能力。
这里的假设是，当卖方屈服于一个可能试图造成谈判压力或一系列不可接受的条款的买方时，替代方案就会发挥作用。 如果没有一个好的选择（尤其是对买方而言明显），价格和条款压力就会增加。
(Recently, a buyer, late in the process made an 11th hour reduction in price believing the company had no good alternative. The well-prepared seller presented his alternatives and explained that they were all superior to a reduced price. The buyer withdrew his offer, walked away and returned three weeks later, reluctantly agreeing to the original terms.
The seller explained that the alternatives were working pretty well and raised the original, previously agreed to, price. The buyer complained, but complied. This was all based on having that real alternative locked and loaded. The seller had also designated one person - not her - to negotiate with the seller. This layer of separation provided time to continue to grow and manage the business free from transaction distraction. Interestingly, it also increased the buyer’s respect for the business and its management.)
III. Construct a Diligence “Room”
Ask knowledgeable advisors what information the buyer will likely ask for. (If you were buying rather than selling, what would you want to know?) Use standard diligence checklists to thoroughly review all possible information requests. Prepare this information carefully, and cautiously.
Standard disclosures include financial matters, customer centric data analysis, an overview of intellectual property, customer sales history and contracts, supplier agreements, litigation history, employment contracts, practices and issues; past and current performance to budget; tax matters; regulatory issues and insurance, for instance.
精明的卖方及其顾问可以并且通常应该分层披露信息。 例如，可以最初提供有关员工，客户和供应商的摘要数据。 但是，例如，访问详细信息和访问， 对员工，客户和供应商来说应该不迟到。 最佳做法是披露与最终买方承诺相关的敏感信息。
卖方需要谨慎对待与他们在此过程中获得的信息有关的买方行为。 例如，买家可以在售后期间影响员工并制定不同的激励措施。 这些激励措施有可能导致员工对销售价格和条款施加压力。 卖方应向自己保证，管理动机与卖方的交易目标完全一致。
（卖方的公司发展非常迅速。 卖方在下一季度的预算销售增长将达到20％。 买家提交了要约，领先买家发现了第二高的出价者的价格。
The buyer then asked for and the seller agreed to an exclusive negotiating period.
买方将尽职调查过程延长到下一季度末，并以销售增长为价格的主要因素建立了收购模型。当交易分散注意力导致销售下滑时，买方将价格降低至仅次于第二要约。 该公司的售价约为原始售价的三分之二，最终，在交易后，市场份额翻了一番。
Management was differentially incented from ownership and “moved over” to the the buyer’s point of view, hastening the acceptance of the lower price.)
到这种情况发生时，可能为时已晚。 如前所述，在销售准备过程中必须开发使管理与卖方保持一致的替代方案。
请注意，尽职调查的大部分是卖方本人。 买家不仅要评估谈判的优缺点，还要评估个人目标和抱负。 该过程也可以构成今后良好工作关系的基础。 能够接受诚实和适当的自我披露的卖家可以解除武装，并获得良好的结果。当然， 多项竞争性报价使自我披露的风险降低！
Sellers should always ask for and check buyer references early in the diligence process. Thorough vetting will assure sellers of the quality of offer and background of the buyer. Buyers who are motivated to build strong relationships as an essential part of a good business will welcome sellers who take these actions.
IV. Assign Roles to Advisors
他们可能是公司董事，顾问，投资者，律师或会计师。 这可能包括审查买方的要求，卖方的决定，条款和风险。 事先同意谁需要批准谈判条款。 计划短期审查请求和会议。
Consider informing the buyer that you have to seek approval from your advisors for proposed terms and concessions. In this way, you buy yourself time to carefully consider requests. The discipline created by agreements to review steps with advisors, even if they do not have decision making authority, can create a safety valve to avoid pressure to make decisions hastily.
V. Choose an Intermediary
An experienced and skilled professional is often the biggest advantage a seller can have.
这通常是一位投资银行家。优先选择在您的行业中经验丰富的人，如果可能的话，他们只出售产品，并且其交易规模与该特定交易中的预期相符。 事先获得公司中谁将领导交易的坚定承诺。
专业中介机构应该对市场有很好的了解，并能够识别买家及其胃口，风险状况以及典型的交易条件。他们通过获得更好的价格和卖方条款来赚钱。 他们流程的一个主要组成部分是将多个买家带到桌面，并增加他们的专业知识，以帮助平衡买家和卖家之间的关系。
Good reference checking on the seller’s part is a requirement.
以我的经验，最好的中介人倾向于合作，积极，寻求完成交易，而一心一意地寻求公平，公正的交易。
令人惊讶的是，我经常看到顾问认为积极进取和强硬行为是正确的选择的顾问。虽然这可以完成交易，但有可能使交易脱轨。
买卖双方之间的最终平衡是不必出售，并且能够拥有良好的，已确认的替代产品。 通常这不是一个容易获得的职位，但它会向有纪律和精明的专业知识的卖家支付丰厚的回报。