SBE Community June Growth Topic: Planning for An Exit

Published on June 16, 2023

Following an oversubscribed session we did with our SBE Alum and Expert advisors, this month we are sharing key insights from our trusted Advisory Collective on all things Planning for an Exit.

The Founder lens with Megan Owen from Microwd.

Megan is Head of Equity crowdfunding for Finley Capital Partners and heads up growing MiCrowd. As a woman CEO and Founder, Megan is part of the SBE Australia Community as well as an Advisor in the SBE Advisory Collective with Finley Capital Partners and MiCrowd. She works with founders and teams of early-stage companies seeking to raise growth capital via equity crowdfunding to ensure they optimally run a crowd sourced funding campaign. Megan has worked in investor relations and senior strategic communication roles for 25 years in multi-nationals across banking and finance, technology, energy, and professional services. With experience as a Co-founder and Chief Marketing Officer of a US based technology company, Megan brings extensive insights to founders relating to scale up, capital raising and managing investors from Seed to Series A and finally an exit at IPO.

Here is what Megan told us about her experience taking a business to IPO...

Planning a firm's exit can be a difficult and clarifying process. It is crucial to make sure that the value of the company is maximised and that it has a clear future once the owner departs. Here are a few actions to do as you begin arranging a company's exit. Since you need some income to effectively establish your financial metrics, it is ideal to start this process after a successful seed raise and before a Series A.

It is crucial to first establish the exit value you want to attain and a timeframe, then develop some financial models to determine the metrics you need to accomplish this value and if it is realistic, build some other scenarios with different valuations to establish what is genuinely achievable. Once you have decided on an exit strategy, it is time to start the process of finding potential acquirers, start conversations, test your measurements in real-world situations once this feedback is obtained, adjust your models and focus on the metrics to deliver the exit valuation.

Key things to do as a part of your everyday business, keep accurate financial records and when you can appoint an auditor, always keep your Data room up to date and stay laser focused on your revenue targets to achieve your set valuation outcomes, continue to monitor competitors and industry trends, stay relevant and make your business attractive to buyers.

While this is a very basic outline of the process, the sooner your start the better the outcome

 

 

 

 

 

 

 

 

The Investor Relations and PR lens with Jane Lowe from IR Department.

We asked Jane what founder who are are considering taking their company to IPO should keep in mind, and she shared three (possibly surprising) tips:

1. Sense check that you’re ready to list. Is your company of a maturity stage to satisfy key investor and exchange tests? Some examples of this include Annualised Recurring Revenue volumes for tech companies, or clinical stage for biotech companies.

2. While pre-IPO marketing, book-building, pitch decks and prospectuses are important, think past listing day to consider the full plan from pre-IPO through to post listing. Critically, consider life post-listing. What is your plan for updating and engaging with the market and retaining interest and attention from investors? Also, understand your reporting obligations, news flow plan, promotional opportunities and your outreach calendar.

3. Make sure your team is trained on what they can say legally through the IPO period, as well as what it means to be part of a listed company. What can be said in the media? What can you discuss with mates at barbeques? What might be “material” and therefore must remain internal knowledge only until its ready for announcement to market? What are your trading rules and who can the team ask for more info?

The legal lens with Felicity Saxon from Corrs Westgarth Chambers

We asked Felicity for her top tips when it came to planning for an exit, here are some crucial factors to consider.

Good housekeeping

When you present your business to an investor, just like when you sell a house, you want to showcase a highly attractive business with a great look and feel, to create maximum interest and appetite. In a commercial context, good corporate housekeeping will take you a long way to achieving that. This means ensuring that:

  • The contracts with customers and suppliers back up the revenue streams and appropriately manage costs.
  • Critical assets are owned by the Company - for example ensure that staff and contractors have signed deeds of assignment so that the company owns all of the intellectual property.
  • Buyers will be looking for and pricing in contingent liabilities, for example, litigation, claims from employees, correct classification of staff as employees or contractors, accurate payments to staff and accounting for leave entitlements.
  • Contractual restraints on your business can also lower valuations (beware of agreeing to non-compete/most favoured nation clauses in your commercial contracts).
  • For high value, high risk contracts ensure they are tailored and you are not using standard form contracts which might not be fit for purpose (while they can reduce short term costs, they can create bigger liabilities in the long term).

These are value drivers that can be corrected long in advance. We are seeing volatility in markets and so buyers are placing a greater emphasis on due diligence. Start a conversation with a lawyer early on (around 12 to 24 months before your planned exit date) to ensure you are extracting maximum value in your exit transaction.

Ongoing effective management of your cap table

Exchanging what may seem to be largely inconsequential agreements for cash can hinder flexibility and attractiveness for sale later, if not done properly. Here are a couple of specific tips:

  • Beware of granting consent rights over various business matters to equity investors. Try to limit shareholders’ consent rights over exit events to one approval of the shareholders voting collectively (rather than allowing each class a separate blocking vote, given each class will generally have different investment objectives and time horizons).
  • Options are a great way to compensate staff when revenue is low. The option should allow for share classes to collapse into a marketable structure for IPO. But be ware of widely granting options to employees with accelerated vesting if the company is sold, which may lower the sale price in an acquisition, because it requires the buyer to pay more to these employees to retain them.
  • Convertible securities generally convert immediately prior to an exit event. Beware of drafting that is ambiguous or the timing of the conversion is wrong, which can require negotiations with individual shareholders who may hold out and / or demand more money to consent to an exit.

Need to know more? Connect with the SBE Community and Advisory Collective below for assistance with planning for an exit.

SBE Community (join here)

Masterclass on demand: Planning for Your Exit Advisory Collective Expert Panel

Bespoke Consulting Support: Reach out at [email protected] to see how we can assist.

Talk with other founders on the same journey. Reach out and register your interest for our next Founder Connect.

Engage with the SBE Advisory Collective & Network

Financial management and audits - BDO

Capital Advisory services - Finley Capital Group

Boutique M&A Advisory - Modus Group

M&A and Business Consulting - Deloitte

Investor Relations and PR - IR Department

Hiring Tech Talent - Realtime

CEO & Board Recruitment - Hourigan International

Advisory Board Recruitment - Advisory Board Centre

Financial forecasting for scale-ups - Standard Ledger

Listings - ASX

Need a warm intro?

Email us [email protected] and we will connect you with our partner's SBE community representative.