"埃德·沃德（Ed Ward）如何创造世界'密尔沃基最大的凯尔特节日"您是怎么做到的？由WUWM 89.7
Don Valentine is a Silicon Valley legend. Not only was he an innovative investor, he also had the foresight to jump when others hesitated and to understand early on how to coach and encourage young entrepreneurs. 华尔街日报 贡品体现了他的精神。
我们偷了他的想法 "Sequoia Scouts" program. It'对他的才华和领导才能表示敬意。
他与史蒂夫·乔布斯（Steve Jobs）和诺兰·布什内尔（Nolan Bushnell）的关系非常有影响力和形成性。
（如果你'd like to hear Don'用自己的话讲故事 "Something Ventured," a 2011 documentary. Great movie.)
I often find it difficult to find a way to both encourage and assist entrepreneurs and also emphasize the achievement required for success. Don's example has always been both inspirational and directional.
He'll be missed. 或者，正如爱尔兰人所说，"We'我再也看不到他的样子。"
对于私有，紧密控股的公司的领导人来说，出售公司是他们一生中的重要事件。 在管理销售过程中，需要考虑几个重要因素，以最大程度地提高结果，避免延误和 交易未能完成，全部集中在整个销售周期的准备上。
In mid-2018 private equity transaction prices are at very high levels. This is good news for well prepared sellers who are able to execute on best practices when selling.
丰富的经验突显出人们期望拍卖过程是实现良好结果的最佳过程。 当然，经验丰富的买家有时会说服卖家不要为各种“原因”进行拍卖。 最终结果（无论是否有意）通常是价格低得多，而卖方的经济条件却较差。
If the company is in a market with good fundamental characteristics and is attractive among the companies available for sale, an auction will most probably work well, because the process should attract multiple competitive buyers.
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.
Based on these facts, develop a buyer’s view of your company. If a seller has any concerns here, consider engaging a sell-side quality of earnings analysis. This will help you see your earnings through a seller'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.
Build the sale offering based on this information. This will include the unique story of the company, its growth opportunities and its position in the market as well as its place in the comparables list based on its performance against these industry metrics. Highlight company strengths and opportunities and identify known risks. Proactively explaining risks and mitigation plans and achievements is a highly valued trait of successfully acquired companies.
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.
The more attractive the company is on objective, quantifiable basis, the more likely that its offering will be attractive to multiple buyers, shifting leverage in the selling process.
建立一系列的价值期望并仔细审查当前情况， 买方可能会建议的可比较条款。 一些重点包括：
Consult your tax advisor at this stage about tax implications of various seller requests, such as asset vs. stock sales, favorable tax treatments available with certain sale structures, and so forth. I’ve seen situations where these tax consequences more than made up for lower overall valuations. We’ve recently participated in a private transaction that was QSBS (Qualified Small Business Stock, a federal program) eligible and was exempt from Federal capital gains tax.
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.
This portion of the purchase price is held in escrow until certain agreed upon milestones are met. This is similar to, though not the same as, an earn out. A milestone payment may be predicated upon a completed future order, the retention of certain customers, or similar objective requirements. Competitive bidding can reduce the size, complexity, timing and quantity of milestone payments.
An earn out payment is based upon achievement of financial results. An example might be a payment as a percentage of future EBITDA or revenue. Earn outs based on future financial performance that is not in the control of the seller post sale are often contentious and problematic.
由于私募股权交易通常是杠杆交易，因此买方通常会要求卖方成为交易中最次要的贷方。 再者，竞争过程可以减少或消除卖方接受这一过程的需要。 实际上，卖方票据的结构风险通常与具有固定利率的优先股相似，而没有潜在的上行潜力。
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.
At some point in a successful sale, buyers may request that sellers sign an exclusivity agreement by agreeing only to negotiate with them until a conclusion or breakup is reached.
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.
(In one case, the seller disclosed the investor's and employee’s eagerness to exit. In addition, the seller’s balance sheet was not strong. The buyer asked for and was given an exclusivity period and direct access to key managers.
The buyer then persuaded the seller and his managers to suspend new sales activity during the course of the negotiation for “market confusion” reasons.
随着销售下降和现金压力的增加，买方降低了报价，最终公司接受了将销售价格降低50％的选择，以替代现金用尽的方法。 领导人这样做的部分合理性是对收购方光明的财务和职业前景的承诺。 一年后，他起诉他们以不当解雇。）
In retrospect, the right answer here was to develop more alternative buyers and only then, if the original buyer was still favored, to agree to a short, exclusive diligence period. A reference check may have provided information about the aggressiveness of the buyer. It wasn’t done either. Of course, agreeing to full employee access coupled with the “stop selling” decision and lack of good advisors are all mistakes.
The ability to continue the business, strong capitalization and an excellent sales force, product development, positive cash flow and marketing plan are substantial components of an alternative scenario. AQ detailed understanding of customer acquisition costs is a central part of this plan. The unfettered ability to simply continue the business, especially when obvious to buyers, is a strong alternative. More cash enhances seller alternatives and diminishes buyer power.
In the case in which a sale is highly desirable, and not all of the above are present, the plans for a good alternative may include the ability to attract short-term investment from current investors, or to extend lines of credit from your bank.
The assumption here is that alternatives come into play when the seller is down to one buyer who may try and create negotiating pressure, or an array of unacceptable terms. Absent a good alternative (especially when it becomes apparent to the buyer), price and terms pressure increase.
（最近，一位买家认为，该公司没有其他选择，因此在此过程后期，价格降低了11小时。 准备充分的卖方介绍了他的替代品，并解释说，它们都比降低价格要好。 买方撤回了他的要约，走了走，三周后又回来了，勉强同意了原始条款。
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.)
向知识渊博的顾问询问买家可能会要求的信息。 （如果要购买而不是出售，您想知道什么？）使用标准的勤查清单来彻底检查所有可能的信息请求。 请仔细谨慎地准备此信息。
Savvy sellers and their advisors can, and usually should, disclose information in layers. Summary data about employees, customers and suppliers can be provided initially, for instance. However, access to detailed information and access, for example, to employees, customers and suppliers shouldn’t come until late in the process. A best practice would be disclosure of sensitive information tied to final buyer commitment.
Sellers need to be cautious about the actions of the buyer related to information they’ve gained in the process. For instance, it’s possible for buyers to influence employees and create divergent incentives in the post sale period. These incentives can potentially cause the employees to create pressure on sales price and terms. Sellers should assure themselves that management incentives are completely aligned with the seller’s goals for the transaction.
(The seller’s company was growing very rapidly. The seller’s budgeted sales growth in the next quarter would be up 20%. Buyers had submitted offers and the leading buyer found out what the next highest bidder’s price was.
The buyer extended the diligence process till the end of the following quarter and built an acquisition model using the sales growth as the primary factor in the price. When the distraction of the transaction caused sales to slip, the price was reduced by the buyer to just more then the second offer. The company sold for about two-thirds of the original sales price and eventually, post transaction, doubled market share.
By the time this has happened, it’s probably too late. As previously noted, developing an alternative that aligns management with sellers is an imperative in the selling preparation process.
Be aware that a substantial portion of diligence is the seller himself. Buyers assess not only negotiating strengths and weaknesses but also personal goals and aspirations. That process can also form the basis of a good working relationship going forward. Sellers who can get comfortable with honest and appropriate self disclosure can be disarming and help achieve a good outcome. Of course, several competitive offers make self disclosure less risky!
These may be Company directors, advisors, investors, attorneys or accountants. This may include reviewing buyer requests, seller decisions, terms and risks. Agree in advance who will need to approve negotiated terms. Plan for short term review requests and meetings.
考虑通知买家 您必须征询您的顾问的建议条款和优惠。 这样，您就可以抽出时间仔细考虑请求。 通过协议与顾问复查步骤而建立的纪律，即使他们没有决策权限，也可以创建一个安全阀来避免仓促做出决策的压力。
This is often an investment banker. Prefer one who is experienced in your industry and if possible who only sells, and whose transaction sizes closely match what is anticipated in this specific transaction. Get a firm commitment in advance about who in the firm will lead the deal.
Expert intermediaries should have very good knowledge of the market and be able to identify buyers and their appetites and risk profiles as well as their typical deal terms. They make money by getting better prices and terms for sellers. One major component of their process is to bring multiple buyers to the table and add their expertise to help balance the relationship between buyer and seller.
In my experience, the best intermediaries have an orientation to be cooperative, positive, and seek to complete the transaction while single-mindedly seeking a fair, evenhanded transaction.
It’s amazing how often I see advisors who think aggressiveness and tough behavior is the right card to lead with. While this may get deals done, it has the potential to derail a transaction.
The ultimate balance between buyer and seller is to not have to sell and be able to have good, confirmed walk away alternatives. This is usually not an easy position to get to but it pays great rewards to sellers who have the discipline and savvy to achieve it.