I have set up and sold a few businesses, and failed to sell others. This is my collective experience on how to sell your stake and get out without losing your shirt.
2. Hello!
I am Dixon Jones
I sold my agency
I am (kind of) living the
dream
@Dixon_Jones
3. My Agenda
▪ Setting your goals and setting up correctly
▪ Types of Exit – Pros and Cons
▪ Valuation methods
▪ The Process
▪ Endgame
DixonJones.com @Dixon_Jones
4. Never doubt that a small group
of thoughtful, committed
citizens can change the world;
indeed, it's the only thing that
ever has.
Margaret Mead
DixonJones.com @Dixon_Jones
10. Get it right at
the start
Do you need assistance?
11. Get it right at
the start
Do you need assistance?
12. Get it right at the start
Set your goal
▪ Radiator Rule
▪ Have a price
▪ Over reach at your
peril
JVA Pitfalls
▪ Have one!
▪ Drag & Tag issue
▪ Reflect in Mem & Arts
▪ Write the Radiator
rule in?
▪ Walk away options
good / bad leaver
The VC Dilemma
▪ Their exit price is
20X yours
▪ Find a way to
address this early
▪ Beware them
getting to the pot
first
15. Ways to
Exit
Trade Sale
▪ Beware of being paid
in shares
▪ Competitor vs
complimentary buyer
▪ Maybe Golden
Handcuffs
Management Buyout
▪ May need to help
the buyer
▪ Possibly lower
price
▪ Honorable
▪ No Handcuffs
Leave or Liquidate
▪ Rarely the best
route financially
▪ Quick
▪ Can be stress free
▪ Can still be a good
route (Dividends)
Go Public
▪ Expensive
▪ May not be an exit
▪ Ask a Lawyer
▪ Not my bag
PE Sale
▪ Means there is
more to do
▪ Need good lawyers
▪ Golden Handcuffs
18. Valuation Methods
EDITDA (Use this!)
▪ Profit based
▪ Multiple is hugely
debatable
Potential Earnings
based
▪ Good luck
Asset Based
▪ Best chance of
avoiding Golden
handcuffs
▪ More cash upfront
▪ Hard for agencies
21. The Process
DixonJones.com @Dixon_Jones
Engage Advisors
Team
Goal
Prospects More than
1 buyer
Create
deal
Play by
your rules
Reveal I.M.
Document
Store
Play your
hand
Finishing
Line
Heads of
Terms
Due
Diligence
Contract Money?
23. The Endgame (for me)
▪ Two houses
▪ Investments /
pension
▪ Met the Queen
▪ Sane
▪ Reputation intact
▪ Financially secure
▪ A year off
▪ Not (yet) fulfilled
▪ Not “rich” (but
happy)
▪ Not Healthy
▪ Not any Younger
▪ Not finished!!
▪ Starting again
▪ Older but wiser
▪ Less afraid of
failure
▪ Happy to play a
secondary role
24. Thanks!
I am Dixon Jones
I sold my agency
I am (kind of) living the
dream
@Dixon_Jones
Editor's Notes
Your idea of success may be different to mine. For me:
Two houses, no mortgage
Four cars, none new
Marie has not had to work
Some passive investments
But just started a new business
Everyone has mantras this one has hit me all through my life.
I am obsessed with creating from nothing
Not especially good at making a successful business a BIG business. So I exit when a business gets stale (for me)
Lucky enough to do an MBA a few years ago – {POST EXIT of my agency). Learnt so much about my mistakes!
Churchill Lewis. Explains MUCH of why businesses succeed or fail
Pay particular attention to the red lines
Green lines are labelled wrong (imho)
We tend to have a dream, not a goal. Robert talks about setting a goal, writing it down and putting it behind the radiator.
This is EXCELLENT, but if everything is going well, we kick over the crossbar. The goal passes us by.
We tend to have a dream, not a goal. Robert talks about setting a goal, writing it down and putting it behind the radiator.
This is EXCELLENT, but if everything is going well, we kick over the crossbar. The goal passes us by.
When we start out, we are young and inexperienced.
Full of confidence and bravado, but weak on follow through.
- The business plan and JVA are not for other people, they are the foundations of YOUR PERSONAL success (or failure)
JVA Pitfalls With a proper lawyer! VERY LEAST use something like Rocketlawyer.CO.UK.
Have one! UK LAW!!!
Drag & Tag issue
Reflect in Mem & Arts
Write the Radiator rule in?
Walk away options good / bad leaver
I personally think doing it on your own is bad - for the soul and the business.
But be wary of VCs…
VC dilemma You v Them to make a million
You – 66%... 5X EBITDA = £300K annual profit for company (200K for you X 5)
Them – 33% 5X EBITDA = £600K (200J for them X 5) BUT actually 6 Million to cover the 9 other lost bets!!!
You: £300K/year. Them £6M/Year PROFIT!!
We tend to have a dream, not a goal. Robert talks about setting a goal, writing it down and putting it behind the radiator.
This is EXCELLENT, but if everything is going well, we kick over the crossbar. The goal passes us by.
For me - the game is Chess. Be prepared, know more moves.
Going Public:
Sell to Private Equity frm
Trade sale (Competitors vs Audmented market)
Management Buyout
Or walk away! This may be possible!
Liquidate.
Profit - Potential - Permanence
8.64X EBITDA = Marketing Agency published average.
But everything is NOT what it seems…
Valuations based on investments, not exits
Exit price includes shares
Exit price excludes clawbacks
It SOUNDS good to publicly talk about a high price. Behind the scenes can be very different.
Profit - Potential - Permanence
8.64X EBITDA = Marketing Agency published average.
But everything is NOT what it seems…
Valuations based on investments, not exits
Exit price includes shares
Exit price excludes clawbacks
It SOUNDS good to publicly talk about a high price. Behind the scenes can be very different.
Aim to agree the evaluation method BEFORE you show the full financials
My experience with Ogilvy WPP over the years
Charge them £50K to see the figures??? (They’ll never pay, though)
Poker vs Chess = being able to show your hand vs having to risk a bluff.
Avoid bluffing… negotiate the valuation rules before revealing the whole deck.
Profit is the preferred measure of evaluation… not potential.
Whatever the heads of terms agreement is, you ONLY lose ground during the due diligence.
Aim to agree the evaluation method BEFORE you show the full financials
My experience with Ogilvy WPP over the years
Charge them £50K to see the figures??? (They’ll never pay, though)
Poker vs Chess = being able to show your hand vs having to risk a bluff.
Avoid bluffing… negotiate the valuation rules before revealing the whole deck.
Profit is the preferred measure of evaluation… not potential.
Whatever the heads of terms agreement is, you ONLY lose ground during the due diligence.
I.M. stands for information Memoranmdum
Remember that. Your health comes first
What did you put behind the radiator!?
Did you ACTUALLY get out!? Did you actually want to!?
WTF do you do next!? What was the point? Maslow’s pyramid…
What will you do next?
Your idea of success may be different to mine. For me:
Two houses, no mortgage
Four cars, none new
Marie has not had to work
Some passive investments
But just started a new business