Capital and Exits.
The record costs less than the copy
Six checks to run on any company, in any country, before you buy it, sell to it, or sign with it. The official record is cheap; the copies cost more.
The term you'd never have accepted on day one
Most of the damage in a sale is done late, a clause at a time, by people who just want it finished. Write your walk-away down before fatigue sets in.
Nobody asked for an earn-out. You just offered one.
Silence makes sellers uncomfortable, and they fill it with money. Most negotiating losses are self-inflicted, and the costliest words come from your side.
The bigger offer is often the smaller one
$20 million with $7 million deferred or held back can lose to $18.5 million paid on the day. Take every offer apart before you decide which is bigger.
Worth a dollar to one buyer and three to another
The same business is worth different amounts to different buyers. A valuation report doesn't create competition. Buyers do, so keep more than one in play.
Don't fill the two-second pause
The management presentation is due diligence in real time. Rescue every answer, and you prove to the buyer that the business still runs through you.
Delete the adjectives and see what's left
'"A leading provider of innovative solutions" tells a buyer nothing. Your retention figure tells them plenty. Write your sale document as evidence.'
Nobody pays for upside they have to imagine
Every seller says the business could double. Buyers pay for growth they can believe, so test a small slice of the plan, with its costs, before you sell.
Your growth rate is hiding something
Two businesses grow from $10 million to $12 million. One kept its customers; the other lost $4 million and won $6 million. A buyer pays very differently.
Twelve apps, four spreadsheets, an old server, and Michael
A buyer doesn't score your technology on what it cost you. They score it on what it will cost them: the debt, the one-person systems, the security gaps.
Loyalty isn't a retention plan
Your best people may be loyal to you rather than the business. Find out which, and put it on proper terms, before a buyer prices the risk of them walking.
You know the history. The buyer inherits the paperwork.
The trademark in your name, the code in a contractor's account, the domain held by someone who left. A buyer inherits the paperwork, not your understanding.
Leave for two weeks, and don't fix anything at night
Most businesses can hide how much they depend on the owner for a few days. Leave for two weeks, fix nothing at night, and see what really needs you.
The add-back that costs you more than it adds
Add back the same one-off cost three years running and a buyer sees a recurring cost. A weak add-back costs you the price and their trust in your numbers.
Due diligence has no pass mark
There's no pass mark in due diligence. Everything a buyer finds becomes price, structure, or a clause. The only choice you get is who finds it first.
The questions you will be asked, in the order they will be asked
The order is the method. The cheap questions come first because they are the ones you cannot rehearse.
They Are Not Buying the Venue. They Are Pricing Your Absence.
A buyer is not paying for last year's covers. They are pricing whether your hospitality business survives without you. What actually sets the number.
What the person across the table is actually looking at
They're not buying your revenue. They're pricing the risk that it walks out of the door with you.
Why your business is worth less than you think, and exactly where the discount sits
The gap between your number and their number has four parts, and each one is priced separately.
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