October 3, 2022

Take Five #016: “What am I missing about the holdco hype?” and more

Take Five #016: “What am I missing about the holdco hype?” and more

Take Five #016: “What am I missing about the holdco hype?” and more

1. The process of getting to the closing table: what it’s REALLY like to finally close on a business acquisition

You’re finally at the closing table, so it should be smooth sailing, right? Not quite yet:

“The process of getting to the closing table was quite trying. First Bank of the Lake demanded many things, and the seller’s attorney made it hard to get the Asset Purchase Agreement, lease, and seller note into an acceptable form. Not that I can blame the Bank as they are risking 25% of a multimillion dollar loan, but the process was not at all smooth. Refilling out forms was a Ground Hog day scenario, and coming up with last minute additional things needed was lots of fun.

To provide an example, at 5:30 pm on the day before closing, they sent my attorney the instructions for wiring the injection funds to the bank’s attorney. Closing was set for 11 am, and of course at 5:30 pm my bank was closed. Being that my bank is over an hour and 20 minutes from my house and closing was an hour from the bank, I had to show up at my bank shortly after they opened and request a transfer, and then rush to closing. I was only a few minutes late to closing, but of course even though I submitted the request for wiring the funds, all they could guarantee was that it would happen that day. This process made the distribution of funds not go through until after 10 pm that night.

Another great example, was while in route to the bank mentioned above, I got an email from the closer at First Bank of the Lake requesting additional documents. This was absurd, and I had no way to provide said documents either in route or once I got to the closing table. So, I took the position that I would provide those after closing was done, and ignored them for the time being.”

From “Closing…” by Jordan Novgrod’s Small Business Acquisition*

*Also, a HUGE congratulations to Novgrod on successfully acquiring his SMB!

2. “What am I missing about the holdco hype?” Interesting back and forth on why holdco vs. rollups:

Great threads-within-the-thread about why you might consider either structure:

3. The battle-won scars of lessons learnt by founding entrepreneurs VS. new approaches from acquiring entrepreneurs:

Great post on what lessons companies can unwind when run by an acquiring entrepreneur (and which lessons to keep):

You’ll find a lot of company processes & policies have an real-life example that caused their creation.

These are hard-earned lessons for founding entrepreneurs - they cost them real time, hard work, or dollars to fix.

For acquisition entrepreneurs like us, we’d be idiots to not respect those lessons and avoid having to learn them again on our dime.

That said, founding entrepreneurs fought a very different fight than what we’re fighting. They fought the zero to one fight, which is a battle for the right to exist.

They persevered through some painful phases where it was not clear the business would ever succeed. That required a level of resilience I’m not sure I have (which is why I bought an established business).

BUT - this scar tissue can also be a limiter for founder entrepreneurs as they go through the one to two fight. That’s a battle for growth & becoming a steady-state entity.

From “Rebuilding Scar Tissue” by Guesswork Investing

4. “Do I have to have a license to buy this business?”

Short answer: not yet, especially with the right structure in place.

5. Q: How often is a seller’s wife secretly holding up the entire business? A: Pretty damn often.

As one commenter noted: “Prepare to hire: head of HR, full time bookkeeper, employee liaison, head of compliance…”

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