Just closed my first acquisition: here’s what I wish I had known

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April 28, 2023

by a searcher from Northwestern University - Kellogg School of Management in Chicago, IL, USA

After about six months of searching and six months of diligence/closing, my partner and I closed our first self-funded search deal. I’m happy to answer questions in the comments, but for those of you who are just starting, I thought it might be helpful to just share some of the things I didn’t realize going into this:

1. It’s better to get to the point faster than just have conversations - At first, I tried to meet any business owner who fit our criteria, but I wasted a ton of time in unproductive meetings this way. Eventually, I made my first email tell people exactly what I was looking for and invited them to book a call if they wanted to sell. Surprisingly, this was more productive than beating around the bush.

2. You’ll probably need to educate your seller - I already own a business and I’ve been in startups for 10 years, so I took for granted that sellers would know how valuations work and what the sales process would look like. Unfortunately, most small business owners are not that sophisticated, so my partner and I had to do a ton of education work with each of them.

3. You can buy a business using SBA loans with a foreign partner - This is unique to my situation, but my business partner is based in Austria, so we weren’t sure if SBA would work for us. After a lot of back-and-forth with banks and lawyers, it was decided that so long as he was a 49% partner, we could make this work, and he can even share in the personal guarnatee.

4. The bank will not walk you through this - You’ll need to take ownership and drive the process. I assumed that once we found a deal and did our diligence that the bank would guide us through how to proceed, but this was not the case. We had to keep pushing the bank and caught several errors in their paperwork because they didn’t actually understand the deal at hand. I don’t want to throw this bank under the bus, but they’re one of the 10 biggest SBA lenders, so I’m going to assume this is not atypical.

5. Lawyers will slow deals to a crawl if you let them - In the last month, we had our lawyer, the seller’s lawyer, the bank’s lawyer, and the escrow company’s lawyer all give us feedback on the purchase agreement. Despite the fact that everyone agreed to the deal at a high level, there were a million little line edits to coordinate. We did our best to incorporate them all, but we eventually had to just put up a stop sign and let it go.

6. At the end of the day, the trust of the team you acquire is all that matters - Now that the deal is done and we’re in the trenches meeting the team, I realize that most of the financial and legal nitpicking is really secondary. If the team we’re now leading doesn’t trust us, everything we’ve worked for could easily go sideways and this could be a huge bust. Fortunately, my partner and I have been able to relate to and build rapport quickly, so I feel good about this part of the journey.

Like I said, questions in the comments are welcome. Happy hunting!

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Reply by a searcher
from Queen's University in Toronto, ON, Canada
Great advice. I did have a comment on your #1 "its better to get to the point...". While I would agree being transparent about what you're looking for is valuable and can get you an acquisition faster, I find it incredibly valuable to speak to multiple business owners in the same niche to understand what they do differently and get a better understanding of the landscape overall. Once you buy a business, all these individuals see you as a competitor and may be less inclined to share ideas and processes. But when you're a potential buyer or investor, they see you differently and tend to be more open (at least about their successes, maybe not so much their failures). You can learn and ton of information that way that can help you avoid expensive mistakes in the future.
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Reply by a searcher
from University of South Africa in London, UK
Each lawyer is trying his/her best to protect their client...

Sometimes (often, actually) law suits happen BECAUSE wording (not big picture but the details!!) are unclear, and court cases are won and lost on the tiniest of details. You can bet your bottom dollar the losing client will be thinking about suing their lawyer for not picking up on the nuances in the wording...

So lawyers nitpick, because they always have an eye on "what's going to happen if things go sideways."
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