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Re: undefined

#51

Earlier quoted context omitted.

Just to address this, we will not receive another offer. Period. It's annoying that I can't fully explain that without blowing our cover, but you'll just have to take my word on it :)

OK, fair enough. That diminishes your bargaining position. So the options are: 1. Take the deal as is. 2. Negotiate the deal. 3. Keep working for 3 more years (3x revenue), and make the same money - salaries you would have made at BigCo, but PLUS you still have the company and money coming in for years after. My calculation would be around 3: how exciting is that. Also, you have plenty to negotiate around. 3x revenue…

> 3. Keep working for 3 more years (3x revenue), and make the same money -

That's three times revenue in three years, but not the same as a stock deal which vests in four years in stock that may be worth 0, also, revenues are not profits.

It would require far more insight in to the actual figures involved to say whether this is a good deal at all (or a bad one).

Re: undefined

#52

In the worst case, they could fire us on day #2 and we'd have only the token money we got up front to show for it. To me, this would be enough to immediately reject the offer. I don't believe in doing deals which make my worst case worse unless I will be in a position where I can prevent the worst case from happening -- and it doesn't sound like you'd have any way to avoid getting screwed here. they've expressed to u…

The idea of vesting is to prove that founders can build value before getting rewarded with their stock. When founders start, they usually need to build in some form of vesting to prevent one of them from just walking away with a windfall while the others continue to work hard to build value in the venture. Even then, however, if founders have already build some value before the formal structure is put in place, they will take their restricted stock grants with some portions immediately vested (usually 20% or so, maybe up to 33%). At Series A, the investors might insist that founders restructure their stock positions so that they have to vest at least a significant part over some period. This can vary but usually means that the founders get cut back so that only, say, one-third of their stock is vested, with the balance subject to vesting over a few years. This ensures that the investors will not get screwed and that the founders will earn out their positions as they use the investors' money to continue to build value. Finally, at the M&A stage, the purchase price is sometimes divided between a cash/stock portion that is given outright to the stockholders and another portion (usually an option grant) that needs to be earned out. The basic idea behind such a division is that x amount rewards them for the value they have built and the balance will reward them for continuing to add value in the future. Usually, the x part is by far the largest part of the consideration, with the balance (the part that needs to be earned going forward) amounting to, say, 10 or 20% of the total purchase price.

The consistent theme in all such cases is to make sure that those who have built value get non-forfeitable equity as a reward while those who need to prove themselves going forward get equity that can be forfeited.

If you have built true value, then, of $10M and you take your payment in stock that is 100% forfeitable, you set it up where you can be cheated out of all the value you have built with little or no legal recourse.

This is a HUGE red flag. I have seen founders do such deals and have begged and implored them, at the very least, to insist on 100% acceleration clauses in their employment arrangements should they be terminated without good cause. In the one case where the founders went through anyway without such protection, the company (a prominent public company) wound up terminating one of the main founders within months and all he got was a few crumbs for years worth of effort.

Check with a good M&A lawyer on this and then use your best judgment. It is ultimately your call, whatever the legal risks. But do it with open eyes and that means getting good help in assessing what those risks are.

Re: undefined

#53
post #30

Lawyers/bankers/third-parties people can and do very frequently kill deals. Do not hand the discussions off to them. Yes, in some cases a third party negotiator can help a lot. In this case though it's probably too likely they'd piss off the buyer and make them walk. Just tell the buyer you want a deal that you won't regret, and what that means. It's really that simple. Once you get to the point where you're happy st…

They'll need a lawyer backing them up just to make sure they don't sign something really stupid. No way should they proceed without legal backup.

Agreed on the bankers, they can and do kill deals, I've seen that happen up close. Oh, and they did get paid.

Re: undefined

#54

Getting a lot of the same questions so I just want to address them. 1) We will not receive another offer, there are no other offers possible. I can't fully explain this without blowing my cover, but suffice it to say we're very confident in this. It revolves around our extremely niche market. 2) A huge part of the reason we're afraid of blowing this deal is what I just stated in #1, since there are really no other ex…

I guess what you're saying is that keeping this as a lifestyle business is not attractive to you. I'm not sure why not, but let's go with that. How about selling it to someone who does want a lifestyle business? They can probably get a bank loan to buy you out, or they can pay you an annuity, or some combination of those. There are people who would be thrilled to do that (someone here has already expressed interest).

Re: undefined

#55
post #30

Lawyers/bankers/third-parties people can and do very frequently kill deals. Do not hand the discussions off to them. Yes, in some cases a third party negotiator can help a lot. In this case though it's probably too likely they'd piss off the buyer and make them walk. Just tell the buyer you want a deal that you won't regret, and what that means. It's really that simple. Once you get to the point where you're happy st…

They'll need a lawyer backing them up just to make sure they don't sign something really stupid. No way should they proceed without legal backup. Agreed on the bankers, they can and do kill deals, I've seen that happen up close. Oh, and they did get paid.

Absolutely get a lawyer and/or banker involved on your side, just be there to control all their interactions with the other side.

Re: undefined

#56

Getting a lot of the same questions so I just want to address them. 1) We will not receive another offer, there are no other offers possible. I can't fully explain this without blowing my cover, but suffice it to say we're very confident in this. It revolves around our extremely niche market. 2) A huge part of the reason we're afraid of blowing this deal is what I just stated in #1, since there are really no other ex…

Wild guessing here, but it is also possible that they are just trying to take your product off the market. Have you considered this?

Re: undefined

#57
umm ...

The purchaser has made the deal seem very much like a standard-fair offer and has (without saying so) implied that they make an offer and that is it - they don't go back and forth on it. Truthfully I believe we would accept the current offer but it'd be a begrudging acceptance and I think it would leave a bad taste in the founders mouth.

... that's nonsense they are just strong-arming you.

Like cperciva - there is not way you don't guarantee the money. Besides we're about to begin a golden period of irrational greed. Why sell now. Wait a year or two for Facebook and other IPOs.

You've done the hard part and are profitable. All you have to do is hang on till next bubble and make 10 times what you're being offered now - at least half of it in cash.

Seriously, stop being desperate

Re: undefined

#59

How the hell do you have a 5-year-old, highly profitable company with multiple founders and $3MM - $10MM in annual revenues, and think that HN is a better place to ask this than to your attorneys and bankers?

He explained why-- he got the feeling that the professionals are trying to sell him a bill of goods, perhaps independently of an actual need, so he's coming here for a second opinion.

Re: undefined

#60
also, just a quick thought.

You talk about your ignorance. That's true. If you could PLEASE PLEASE read any book on reality like Robert Greene or Art of War or even 50 Cent's book.

Distinguish between being a pimp, being a whore, and being a trick.

Right now their offer is them whoring you out.

Also, the more the company offering to buy you out is pretending to be good and selling you on how much you'll enjoy working there, the higher the chance they are screwing you over.

PLEASE think about what I wrote about the next big boom being around the corner. It would be madness to

a) agree to such a lop-sided deal.

b) do it at this point of time.

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