Friend,
Why you're getting this: this is my Friends Newsletter; a place where I whisper the stuff no one puts on pitch decks.
A few years ago, I got an acquisition offer.
On paper? It looked great.
$8 million. 7x EBITDA. Big name buyer.
But something felt off.
The terms were fuzzy.
The buyer seemed slippery.
And the lawyer kept calling everything “market standard,” which is code for “you’re about to get screwed.”
I turned it down.
Three months later, I watched that same buyer gut a friend’s business; fired the team, changed the name, and nuked the brand equity overnight.
It would’ve killed everything I built.
Since then, I’ve bought dozens of companies (50+, actually) and talked hundreds of founders through exits.
Some got rich and rode into the sunset.
Others got wrecked by bad deals they didn’t see coming.
So how do you know if your offer is actually fair?
Let’s get into it.
I’ve seen term sheets that said $10M but only paid out $3M.
The rest was funny money:
The number on the first page of the PDF is irrelevant.
What matters:
Don’t get blinded by commas.
There are only three types of buyers:
I always tell founders this:
I’d rather sell to someone I can call on a Sunday than someone who needs board approval to order pens.
👉 Internal Link: What It’s Really Like to Sell to Tiny
Here’s what kills deals:
Clean deal = Clean mind.
If the deal involves a transition period…
Imagine yourself reporting to them.
On Zoom. Monday morning.
Would you enjoy it?
If not?
Don’t sell to them.
Culture clash will cost you more than any missed earn-out.
Most founders don’t ask the obvious question:
“How are you paying for this?”
Ask to see the capital stack.
You’re not being rude. You’re being smart.
Every founder should write this down:
The number where, if I walk away with it, I feel proud, free, and done.
If the offer comes in below that; no matter how shiny; walk.
Your business is worth what makes you sleep well at night.
Everyone obsesses over the first check.
But the second one; the part where you stay in for 10% and watch someone else grow the thing?
That’s where the real money is.
We structure our deals to let founders:
We’ve had founders make more on the second bite than the first.
👉 Internal Link: $1M to $10M Revenue? Here’s What Buyers Like Tiny Look For
Want to know what your post-acquisition life will feel like?
Watch how they handle diligence.
Diligence is the relationship without the PR filter.
Pay attention.
Every founder I’ve bought from gets a call from our other sellers.
Because I tell them to.
Ask for 2–3 references.
Founders they’ve acquired before.
If they hesitate or spin it? Run.
Want to see what founders say about selling to me?
We put it in writing.
Internal Link: What It’s Really Like to Sell to Tiny
I can’t count how many times founders told me:
“I ignored my gut because the offer was just too good.”
Six months later?
They’re miserable, stuck in earn-out hell, with lawyers on speed dial.
Trust your spidey sense.
Doubt = deal breaker.
Internal Link: Fire Fast, Fail Fast: The One-Strike Rule
Is a high multiple always better?
No. I’d take a clean 4x over a sketchy 7x with strings.
What’s the average multiple for SaaS/agency/ecom?
SaaS: 3–7x ARR
Agency: 3–5x profit
Ecom: 2–4x SDE
Do I need a broker?
Only if you want multiple bidders and don’t mind a long process. We usually do founder-to-founder, quietly.
How long does a deal usually take?
2–3 months from LOI to close. More if you bring in bankers.
Should I get legal advice?
Yes. Hire a lawyer who’s closed M&A deals before. Not your cousin.
What if the buyer’s equity offer seems vague?
Vague = scam. Ask for liquidation prefs, dilution rights, and voting terms.
How do I value my business fairly?
Start with profit. Then factor in growth, churn, team, and moat.
How do I know if the buyer’s legit?
Ask to speak with founders they’ve bought from. Always.
The offer is fair if:
It’s unfair if:
You don’t get to redo your exit.
Make sure you can look back and say:
“That deal made my life better.”
If not? No deal.
If you’re sitting on an offer and wondering whether to take it, walk away from it, or burn it…
Here’s my advice:
Take a breath.
Talk to a founder who’s done it.
Read the damn contract.
Then decide like your future self is watching.
Because one day, they will be.
—Andrew
Did this help? Say thanks by checking out one of my businesses:
Follow me on Twitter/X → @awilkinson
Forwarded this newsletter? Subscribe here
