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There are a number of reasons a software developer
might consider selling their business.
1. Day to Day to Operational Relief
As a business grows it requires attention, if
the business requires constant attention it can
be difficult to take a vacation. Selling a business
offers operational relief.
2. Growth is Limited
Small developers are limited in funds and expertise
to grow their business in new ways. Often a sale
will result in a cash infusion and resourceful
staff that will create new opportunities for the
business.
3. Exit Strategy
Lets face it, all of us have plans to retire at
some point. Most developers do not wish to abandon
their customers or clients, who have helped them
succeed. Selling a business can be an exit strategy.
4. Financial
The almighty dollar is an enticing carrot. Cashing
out can be a huge incentive for developers contemplating
the sale of their business.
Selling a business is not an easy process, it
can be extremely stressful and nerve racking,
especially for individuals that have put their
heart and soul into the company.
Determining the Price
Business valuations, and in particular software
business valuations are typically assigned as
a multiple of annual revenues. The number of multiples
can vary depending on the type of software and
size of the customer base, but usually the sale
price is derived from a multiple of annual revenue.
Rarely is the selling price based on sale projections.
If the business is expected to grow at a significant
rate the sale maybe structured around an earn
out, so that if sales projections are met the
seller is amply compensated.
Negotiation Tips
1. Everything is Negotiable
Remember that everything is negotiable, even if
the other party says that it isn't.
2. Do Your Homework
Do research to determine what the purchaser has
paid for similar or comparable businesses. Research
what other businesses in your space have sold
for.
3. Do Not Settle
The first offer will likely be much lower than
the purchaser is willing to pay, do not be afraid
to negotiate and ask for more.
4. Negotiate
Consider working earn-outs or bonuses into the
deal for performance that exceeds the purchasers
expectations. This is an easy way to sweeten the
deal and ensure a smooth transition for customers.
5. Non-Competes
It is likely that you will be required to agree
to some sort of non-compete contract for a period
of time. Be sure that the non-compete does not
prohibit you from earning a living in the event
that you do not stay on.
Structuring the Deal
1. Stock or Cash
Many large companies will offer stock as part
of the purchase price. Think hard about the stocks
value and if you had the cash if you would buy
the stock. If you accept stock be sure to check
any conditions that are placed on the sale of
the stock. Often stock deals require that the
seller hold the stock for a specified period of
time. Always keep in mind stock prices fluctuate.
They can go up in value or down.
2. Payment
It is unusual to receive the full payment at the
time of the closing, any portion not received
at the closing should be placed in escrow.
3. All or Nothing
Many deals are structured based on a number of
things. The deals can be a combination of stock
and cash, and compensation can also be contingent
upon performance. Work to structure a deal that
works well for both the buyer and the seller.
Final Tips
There are companies specifically designed to assist
with sale negotiations. If you find selling your
business a nerve racking experience, consider
hiring an experienced professional to handle the
negotiations.
Always remember that all contracts should be
reviewed by a lawyer that has your interest first
and foremost.
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