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I almost sold Baremetrics for $5M

baremetrics.com

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Re: I almost sold Baremetrics for $5M

#131
post #38

This is very painful to hear. I've tried selling my main company to 4 different buyers now... every single time we get past the LOI phase, they see all our financials in plain sight, and there's always some stupid hangup/ghosting/sketchiness exactly like in this article. Very disappointing, considering how transparent we are up front sending every financial, and there's no real 'discoveries' later that would change t…

Require 10% of the deal in escrow after the first 2 weeks in the discovery phase. If the deal doesn't go through, the amount in escrow defaults to you. If they jerk you around on the escrow, cut them loose, they're not actually interested in acquisition

This is how I approach any serious business deals – put up or shut up. Either you agree to this kind of deal or you pull out. Either one is fine, but make it clear.

Re: I almost sold Baremetrics for $5M

#132

Earlier quoted context omitted.

Could you provide examples of that?

Jeffrey Kaplan, in his book "Start Up", would talk about how Microsoft would do this in the days when it was particularly powerful. Think about it this way: You always want to learn about opportunities and potential competitors. The biz dev team may say, hey we should maybe acquire this company, and the product people may say, no this is a good idea but we should copy it. It doesn't have to stem from a sinister inten…

> Microsoft would do this in the days when it was particularly powerful

They were so notorious for it back then, that when they attempted to do it to Netscape, Marc Andreessen went into the meeting knowing ahead of time to document everything. That documentation was useful later during the anti-trust proceedings.

From the 2000 Wired article The Truth, The Whole Truth, and Nothing But The Truth:

> It was two months later, on June 21, that Reback received a call from Jim Clark, the chair of one of his firm's newest clients, Netscape. Earlier that day, Clark said, a team of Microsoft executives had visited Netscape's headquarters, met with its CEO, Jim Barksdale, its technical wunderkind, Marc Andreessen, and its marketing chief, Mike Homer, and offered them a "special relationship." If Netscape would abandon much of the browser market to Microsoft; if it would agree not to compete with Microsoft in other areas; if it would let Microsoft invest in Netscape and have a seat on its board, everything between the two companies would be wine and roses. If not ...

> "They basically said, OK, we have this nice shit sandwich for you," Mike Homer told me later. "You can put a little mustard on it if you want. You can put a little ketchup on it. But you're going to eat the fucking thing or we're going to put you out of business."

> The next day, Reback phoned Joel Klein, the former deputy White House counsel who had recently been named the second-ranking lawyer in the antitrust division, and persuaded him to send Netscape a CID for some detailed notes Andreessen had taken during the meeting.

> Asked by Tobey why he'd taken notes on the meeting, Andreessen replied, "I thought that it might be a topic of discussion at some point with the US government on antitrust issues." (During the trial, Microsoft would cite the comment as evidence that the meeting was a setup, and Netscape and the DOJ would retort that Andreessen was just being sarcastic. "Bullshit, on both counts," Andreessen told me. "I'd read all the books. I knew their MO. We were a little startup. They were Microsoft, coming to town. I thought, Uh-oh. I know what happens now.")

https://www.wired.com/2000/11/microsoft-7/

Re: I almost sold Baremetrics for $5M

#133
post #38

This is very painful to hear. I've tried selling my main company to 4 different buyers now... every single time we get past the LOI phase, they see all our financials in plain sight, and there's always some stupid hangup/ghosting/sketchiness exactly like in this article. Very disappointing, considering how transparent we are up front sending every financial, and there's no real 'discoveries' later that would change t…

Thanks for sharing this, a lot to learn from here. I hope you're doing well (sounds like it despite the circumstances).

Also: I wanted to say kudos for your profile link.

Re: I almost sold Baremetrics for $5M

#134
post #45

Two quick thoughts on this. 1) The amount of transparency that this company shows is insane. I have a hard time imagining any one else in this situation sharing the way they do. I hope it works out for them long term. 2) The due diligence work they did for this deal was absolutely not a waste (even if they never sell the company). Having gone through this process once will make it orders of magnitude easier if they s…

It wouldn't feel great seeing this as an employee of the company. The only reason you are not sold to the highest bidder was because the ceo got played.

Why? Do you have previous experience selling a company? If you were in his place, what would you have done differently to avoid being "played"?

Re: I almost sold Baremetrics for $5M

#135
post #111

Anyone have an idea on why 3.7x revenue for SaaS was considered a fair valuation? I thought SaaS was always closer to 5-6x

BareMetrics MRR is public, check it out: https://demo.baremetrics.com/#start_date=2019-01-01&end_date... 20% growth last year or 1.7% per month. That's considered slow for a SaaS. That's likely what's driving the 3.7x multiple.

Fair and thank you for that. Wouldn't their value to Stripe be much more than 3.75x in this case?

Re: I almost sold Baremetrics for $5M

#136
post #14

It's not uncommon for potential acquirers to feign interest in a purchase so they can derail your business for months while your competition (their actual investments) pull ahead.

Silicon Valley (TV Series) calls it 'brain raping'. Although this also includes getting you to reveal IP. Worth watching that episode.

Re: I almost sold Baremetrics for $5M

#138
Sounds like there needs to be a way for the buyer to put some skin in the game. Maybe asking for a $50k non-refundable deposit to kick things off.

Sounds harsh? Well non-refundable deposits are a thing in real estate. For example in my country it is common to put 0.25% down to take the property off the market, non refundable, allowing you to do due diligence and then 19.75% deposit within 5 days non-refundable, with a closing period of say 30 days to pony up the other 80%, usually from finance. Probably the 19.75% is lost if finance doesn't come through but IANAL not sure if that holds up court or not or if you can get it back in some circumstances. But people understand it's serious you might lose it.

If you don't really need to sell but wouldn't mind $5m this would be a good way to weed out non-serious people. If everyone says NO then that's OK you keep on running the business as before. If anyone says yes then you know they are serious. They might not buy, but you get $50k compensation, which might be less than your costs, but the point is the $50k is like a way of communicating information 'we are serious' than an actual payment.

Asking for $50k from someone who invests $5m is like asking $50 deposit for someone who wants to book a luxury hotel room for a week. Maybe I should have said $100k (!)

Re: I almost sold Baremetrics for $5M

#139
post #14

It's not uncommon for potential acquirers to feign interest in a purchase so they can derail your business for months while your competition (their actual investments) pull ahead.

VCs will also fake interest to try and build a deck of possible companies to invest in. Then they go to their financial backers, and say hey! give us more money to invest. they talk about their financial opportunities, and then if they raise funds, maybe invest in you.

Re: I almost sold Baremetrics for $5M

#140

"In many ways, I feel like my job as CEO and Founder is to absorb all of the insane parts of running a business so my team can focus on building, learning and enjoying their jobs." This is spot on. I would extend to senior leadership in general.

One way I've heard the role of product manager described as is a "shit umbrella".

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