Written for peoplewho are actually doing this.

4 min read

Why buyers stopped paying for growth alone

For most of the last decade a fast-growing software asset cleared at a premium almost regardless of how the growth was funded. That stopped, and the reason is arithmetic rather than sentiment.

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What a revenue multiple actually prices

Sector benchmarks are the starting point of a valuation conversation, not the answer. The multiple is a summary of four things a buyer has judged, and each one is improvable.

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The four things that decide whether a carve-out closes

Carve-out processes rarely fail on price. They fail on separation questions that were left open at launch and answered by the buyer's advisers in week six.

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What buyers check in an AI product that they did not check two years ago

Acquirers have learned to tell the difference between a business with a model and a business with a subscription to somebody else's. The diligence has changed accordingly.

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The eight weeks before you call a banker

Most of what determines the outcome of a divestiture happens before an adviser is appointed. Here is the work, in the order it pays to do it.

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How a financial sponsor underwrites a carve-out

Sponsors and strategic acquirers look at the same asset and build different models. Knowing which one you are talking to changes what you should prepare and what you should expect.

5 min read

Separating shared engineering without stalling either side

Shared codebases, shared platform teams and shared infrastructure are the technical reality of most carve-outs, and the reason generalist advisers stall in diligence.

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What to do when an unsolicited offer arrives

An acquirer approaching you directly has already concluded they can buy without competition. That is the one condition under which a buyer does not need to bid well.

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When not to divest

Roughly a third of the sellers who approach an adviser should be told to wait. Here is how to tell whether you are one of them, before a failed process makes the decision for you.

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Finding the adjustments before the buyer does

A buyer's quality of earnings review will find whatever is there. The only question is whether you find it first, on your timetable, or they find it in week six, on theirs.

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The standalone cost base decides your multiple

Buyers do not purchase your allocated P&L. They build their own model of what the division costs to run alone, and if their number differs from yours, theirs is the one attached to the cheque.

3 min read

What cybersecurity diligence actually looks for

Cybersecurity diligence changed from a questionnaire into something that moves price and structure. Buyers will find what is there. The choice is whether they find it from you.

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How AI and machine learning businesses are valued

Figures quoted for AI businesses usually come from a different market than a middle-market seller is in. What the applied AI band actually is, and what moves an asset within it.

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What changes in a cross-border technology divestiture

Most technology divestitures are cross-border in some respect. Structure, tax, employment and the regulatory timetable all change, and the seller who maps it before launch negotiates rather than discovers.

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Which regulatory approvals bite in a cross-border technology sale

Regulatory exposure now differs by buyer, which makes it a buyer-selection question rather than a closing checklist item. The same asset sold to three acquirers carries three timetables.

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What the board has to decide in a divestiture

The duty attaches to more decisions than most directors expect: not only whether to sell, but how the process runs, who advises on it, and whether the alternatives were tested first.

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Timing a divestiture against market conditions and readiness

Timing needs the market, the business and the state of readiness to line up, and the window is often only six to twelve months. Most sellers optimise one and discover the other two late.

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Running a competitive process for a technology asset

A process with several credible bidders clears materially higher than the same asset sold to one. It is the only lever on price that does not require changing the business.

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How private equity and strategic buyers differ

Operating companies and financial sponsors look at the same business and build different models. Knowing which you are talking to changes what you prepare and what to expect.

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The SaaS metrics that move a divestiture price

A subscription business is valued on its metrics more than its accounts. Which ones matter, how buyers rebuild them, and why the gap between net and gross retention is the revealing number.

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Comparing the valuation methods used on technology assets

Nobody values a technology asset with one method. Each of the three answers a different question, and the useful output is a range you can defend rather than a number.

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Keeping the people who matter through a divestiture

Engineers can find another job in weeks, which makes people the most perishable asset in a divestiture. Who actually matters, what each retention tool is for, and when to tell them.

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Transferring intellectual property in a divestiture

Most of the value in a technology transaction sits in intangibles, which makes IP the area most likely to produce a problem that cannot be negotiated away. Audit yourself before a buyer does.

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The tax questions to settle before a divestiture

Sellers negotiate the headline price and receive the after-tax proceeds. The gap between a well-structured deal and a poor one runs to tens of millions, and structure is negotiable.

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The first hundred days after a technology divestiture

Most acquisitions underperform because of what happens after completion. In a carve-out the buyer is not integrating a working company, they are standing one up, and the transition agreement only buys time.

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How warranty insurance replaces a seller indemnity

Instead of the seller standing behind the warranties with an escrow, an insurer does. What it costs, what it never covers, and where technology deals get scrutinised.

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What an earnout costs the seller who accepts one

An earnout turns a certain payment into a claim against a business you no longer control. The default answer is no, and the cases where it is right are narrower than how often it appears.

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Organising a data room before diligence starts

Diligence rarely kills a transaction. Delay does, and a disorganised data room is the most dependable source of it. What to build, how to stage it, and when.

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What an M&A non-disclosure agreement should cover

The agreement protects the information and sets the rules of engagement. The second job is the one sellers underweight, and it matters more than the standard confidentiality wording.

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Building a buyer universe of strategic and financial acquirers

The largest determinant of price is who is in the room when it is set. Building the buyer universe from evidence rather than relationships is what captures the top of the range.

5 min read

How the working capital adjustment moves the price

The signed price is rarely the amount that changes hands. The working capital peg recalculates it, and on a middle-market deal that recalculation commonly moves seven figures.

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What buyers are judging in a management presentation

Two hours with management is the first time a buyer tests whether the memorandum was true. What they are assessing is rarely what is on the agenda.

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Writing a confidential information memorandum that survives diligence

The memorandum is not a brochure. It is the document that lets a buyer's investment committee approve real diligence spending, and that framing changes what belongs in it.

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Structuring a transition services agreement that works for both sides

The divested business cannot run alone on day one. Scoping, pricing and ending the transition agreement properly is what stops it becoming the thing both sides argue about for two years.

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Separating a business unit without breaking it

Shared systems, commingled contracts and split teams are the real work in a carve-out. Here is how to map them, cost them, and separate without degrading the thing you are selling.

5 min read

How a technology divestiture actually runs

A divestiture process exists to find the buyer who values the asset most and get them to say so in competition. Here is how the four phases run, where the time actually goes, and what separates a good outcome from a poor one.