Selling Socialize to ShareThis: A Description of the Deal process
While I can't speak to the terms of our deal with ShareThis, I'll use the experience to walk you through the general framework of a deal process, so you understand the multiple steps involved. What I'm going to share is not a reflection of how our deal went down -- I'm pulling from various deals I'm personally familiar with or from accounts I've heard from other entrepreneurs who have also sold.
The first thing I want to highlight is the stress that a deal puts on a startup. Uncertainty kills innovation, and for that reason, if you think you want to sell, it's critical that you get the process done super quickly. Thirty days from start to close is an ideal (although likely impossible) goal to shoot for. Ninety days is a reasonable and achievable goal.
It's also likely that the acquiring company won't be in as much of a hurry as you are: Getting the deal done is likely a secondary priority for them as compared to running their main business. For the startup, it defines the future of the company -- or at least, it's one major possible outcome with huge implications for the startup. There are a few exceptions on the acquiring side -- for example, Facebook is known for moving blazingly fast in deals as a part of its strategy to keep startups it's interested in from being scooped by other acquirers. As I assemble best practices for getting deals done, speed is at the very top of my list.
Next, from the startup's perspective, is evaluating alternatives. This is where someone like Ezra is invaluable. As I mentioned in this post, Ezra Roizen is a banker, but he's different from all the others I've met. Ezra is a scrappy "get it done" deal magician with a small team and a huge rolodex. He can get a temperature read from someone (usually either the CEO or a board member) at any potential acquiring company you'd like to speak to. It'll be up to you to decide what companies you want to target, and then Ezra can take it from there.
You may have acquiring companies in mind that you just know are great fits for your startup, but that don't show any interest. This is common. Many stars have to align for there to even be interest in doing a deal: The startup has to have technology or talent (or ideally, both) that the acquiring company wants, and importantly, believes it can't get any other way for less (the "build or buy" decision). Then the acquiring company needs to have a culture and appetite for doing a deal. Then, there has to be someone internally to sponsor a deal -- typically a product team that's desperate for the startup. That sponsor has to be able to sell upper management on the value, and then upper management in turn needs to be able to sell the board on why getting the deal done is critical, and getting it done now is the right time, vs. later. All those hurdles don't even account for the financial situation the acquiring company is in -- is it's stock price in the tank? Does it have cash on hand? Has it ever done an acquisition before? Did the last one go poorly?
And then, after you've cleared those hurdles, you need to sell your employees, your co-founders, your board and your investors on why this deal is the best path for your startup to take. There’s a palpable “inertia” block to getting a deal started that usually can’t be overcome due to all these factors. Only once you’ve created this inertia do you even have a shot at getting a deal done. As you can see, it's complicated, which is why I said that having the right banker and attorneys is like having a secret weapon.
Once you have the basic framework of a deal figured out, it'll typically be memorialized in the form of a term sheet. The term sheet is typically a few pages long and highlights all of the key deal points. But don't start high-fiving yourselves just because you've signed the term sheet: This is when the real hard work starts.
The acquiring company's attorneys will turn the term sheet into a long contract, usually called the 'definitive agreement.' It's likely that at this point they'll also ask you to sign an exclusivity agreement, meaning you won't solicit any other suitors or investors, and sometimes the terms are even such that you have to disclose to the acquiring company if anyone approaches you. Be careful with these exclusivity agreements, as they do a lot to protect the acquiring company, but they do nothing to protect the startup. Think about it this way: You're basically agreeing to stand at the alter until the other party shows up. The terms of the exclusivity agreement will often state that the acquiring company has a lock on you for 30 to 90 days. You'll be standing at the alter this entire time. If the acquiring company decides in the 89th day that they don't want to do the deal, you've lost all of that time (and since startup time is measured in dog years, one to three months is enough time to kill the startup). If you can, try to get a deal done without signing this exclusivity agreement, or at least try to negotiate a "breakup" fee into the deal: If they walk, they pay you some amount of compensation to make up for the time you wasted waiting at the altar.
One of the most important things you can do as a founder is to keep your team motivated while the deal is getting done. The acquirer is going to be sniffing around, interviewing employees, doing due diligence on your infrastructure, your contracts and everything else. It's an incredibly distracting process. Have your team work on fun projects that provide value and a sense of satisfaction for the team while this is going on.
Once the attorneys turn the term sheet into the term sheet into a definitive agreement and all parties sign it, the deal is done. It's a surreal feeling. One of the most vivid parts of the experience for me was jumping into a planning meeting with the ShareThis management team right after signing the docs. You almost feel lost, because you're trying to process this huge change you've just effected with the stroke of a pen. I wrote about these emotions in detail in this blog post.
The next step is ensuring the deal creates value. I've written another blog about this right here, where I outline best practices post-deal. I’ll write more about this aspect of it in the future.