If you decide to sell your business to an outside acquirer, you’re going to have to
decide between a financial and a strategic buyer—understanding the different
motivations of these two buyers can be the key to getting a good price for your
A financial buyer is acquiring your future profit stream, so they will evaluate your
business based on how much profit it is likely to make and how reliable that profit
stream is likely to be. The more profit you can convince them your company will
produce, the more they will pay for your business.
But there is a limit to how much they will pay, because financial buyers are playing
the buy-low, sell-high game. They do not have a strategic rationale for buying your
business. They don’t have an army of sales reps to sell your product or a network of
retailers where your product could be merchandised. They are simply trying to get a
return on their investors’ money, so they tend to buy small and mid-sized
businesses using a combination of this investment layered on top of a pile of debt,
and they want to buy your business as cheaply as possible with the hope of flipping
it five or ten years down the road.
Because financial buyers are usually investors and not operators, they want you and
your team to stick around, so they rarely buy all of a business. Instead, they buy a
chunk and ask you to hold on to a tranche of equity to keep you committed.
A strategic buyer is a different cat—usually a larger company in your industry, they
are evaluating your business based on what it is worth in their hands. They will try
and estimate how much of their product or service they can sell if they added you
into the mix. Because of their size, this can often lead to buyers who are willing and
able to pay much more for your business.
Tom Franceski and his two partners had built DocStar up to 45 employees when
they decided to shop the business to some Private Equity (PE) investors. The PE
guys offered four to six times Earnings Before Interest Taxes Depreciation and
Amortization (EBITDA), which Franceski deemed low for a fast-growing software
Franceski was then approached by a strategic acquirer called Epicor, which is a
global software business with a lot of customers who could use what DocStar had
built. Epicor offered DocStar around two times revenue—a much fatter multiple
than the PE firms were offering.