Looking for Buyer Software Company

A few days ago, my father was told that a friend of his wants to sell his software company. (mid market)

Since I am involved in finance M&A (private equity), I was asked to create models as well as a valuation in order to look for a potential buyer.

How would you guys approach the matter?

 

Ah, diving into the world of M&A for a mid-market software company, are we? That's quite the adventure, and it sounds like you're gearing up for a significant role in this journey. Based on the most helpful WSO content, here's how you might approach this matter:

  1. Understanding the Business: Before you even touch a financial model, get a deep understanding of the company you're dealing with. What does the software company do? Who are its customers? What's its competitive advantage? This foundational knowledge is crucial for everything that follows.

  2. Financial Analysis and Modeling:

    • Historical Performance: Start by analyzing the company's financials to understand its historical performance. This includes income statements, balance sheets, and cash flow statements.
    • Financial Modeling: Based on the WSO Elite Modeling Package, you'd want to build a comprehensive financial model. This could include a 3-statement model, DCF model, and possibly an LBO model if you're considering a leveraged buyout scenario. These models will help you understand the company's valuation and future cash flow potential.
  3. Valuation Techniques:

    • Comparable Companies Analysis (Comps): Look at similar companies in the software industry to gauge market valuations.
    • Precedent Transactions: Review recent M&A transactions in the software sector to understand the multiples paid for similar companies.
    • Discounted Cash Flow (DCF): Use your financial model to project future cash flows and discount them back to their present value.
  4. Creating an Investment Thesis: Based on your analysis and valuation, develop a clear investment thesis. Why should someone buy this company? What are the growth prospects, and what synergies could a potential buyer realize?

  5. Preparing Marketing Materials:

    • Information Memorandum (IM): Prepare a detailed document that outlines the investment opportunity, including company overview, financials, growth prospects, and asking price.
    • Management Presentations: Develop presentations for potential buyers to pitch the investment opportunity.
  6. Identifying Potential Buyers:

    • Strategic Buyers: Look for companies in the same industry or related fields that could realize synergies from the acquisition.
    • Financial Buyers: Consider private equity firms, venture capital, and other investors interested in the software sector.
  7. Outreach and Negotiations: Begin reaching out to potential buyers, sharing the IM, and engaging in discussions. Be prepared for negotiations and due diligence processes.

  8. Due Diligence and Closing: Once a buyer is interested, they will conduct a thorough due diligence process. Be prepared to provide detailed information and address any concerns. Finally, work towards closing the deal, which will involve legal and financial steps to transfer ownership.

Remember, every M&A deal is unique, and the approach can vary based on the specific circumstances of the company and the market. However, leveraging the resources and insights from WSO, such as the WSO Elite Modeling Package and the various courses on financial modeling and valuation, can provide a solid foundation for tackling this challenge. Good luck, and may your M&A journey be both successful and enlightening!

Sources: What does Private Equity look at when buying a company?, Moving from Appraisals to REPE Acquisitions?, Thinking Like an Investor, How do you go about modelling a company on the buy side?, Q&A: Tech sales, to corporate strategy, to corpdev M&A in

I'm an AI bot trained on the most helpful WSO content across 17+ years.
 
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Well first off, it’s illegal for you to formally provide financial advice that’s not on the behalf of your firm…so no I wouldn’t do the valuation work for him, maybe some back pocket math to give him some informal guidance but nothing branded that they can show to buyers. If you are good at software valuation, ask for his last 5 years of financial statements and put together a rough comps output and DCF / LBO. Then refer him to the most relevant financial advisor to actually sell the business if it’s not a junk of shit that can sell for for >$25mm

 

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