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Properly managing the relationship with the outgoing seller is likely to be among your most important tasks within your first 6 months as the new CEO. I say this because a non-functional (or worse, a toxic) relationship between the incoming and outgoing owners has the potential to damage a company more than customers leaving, employees quitting, or competitors fear-mongering ever could.
To help us better understand the perspective of a selling Founder, I was joined this week by three founders, all of whom chose to sell their companies to a Search Fund within the past few years. Joining me today is Alicia Browner (Founder of Prelude), David Marshall (Founder of Performio), and Robert Day (Founder of Integrity Advocate).
I hope you enjoy listening to today’s episode as much as I enjoyed putting it together for you.
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In Conversation with 3 Founders Who Sold Their Companies to Search Funds – In The Trenches
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Episode Summary with Timestamps
- Introduction of Guests and Episode Goals (3:26)
- Steve introduces the three founders: Alicia Browner, David Marshall, and Rob Day, who sold their companies to search funds in recent years.
- The episode aims to cover various aspects of selling a company, including the importance of price, the role of experienced investors, and the transition period.
- Alicia Browner’s Background and Company Journey (5:25)
- Alicia Browner shares her background in mathematics and her career in the aerospace industry before founding Prelude Dynamics.
- Alicia discusses the challenges of selling the company in 2017 and 2020, including delays due to FDA processes and the impact of COVID-19.
- She highlights the importance of having a CEO who was already familiar with the business, which influenced their decision to sell to their COO.
- David Marshall’s Background and Company Journey (8:24)
- David Marshall describes his career in sales commissions and incentives, leading to the founding of Performio in 2009.
- He discusses the decision to bootstrap the business and the eventual acquisition by a search fund in 2019.
- David emphasizes the importance of understanding the investors and the searchers behind the acquisition.
- He shares his experience of transitioning from a hands-on role to a more advisory one post-acquisition.
- Rob Day’s Background and Company Journey (11:02)
- Rob Day talks about his diverse background in risk management and the founding of Integrity Advocate.
- He explains the challenges of creating a proctoring solution for online exams and the decision to sell to a search fund.
- Rob highlights the importance of communication and trust in the relationship with the search fund buyers.
- He discusses the ongoing involvement of himself and his business partner in the company post-acquisition.
- Concerns and Excitement About the Search Fund Model (12:59)
- Rob shares his initial excitement about the search fund model and the importance of finding a buyer who understood their business.
- David and Alicia discuss their initial unfamiliarity with the search fund model and the importance of understanding the investor group.
- Alicia emphasizes the role of the investor group in providing long-term support and the importance of having a CEO who was already familiar with the business.
- David highlights the importance of getting to know the key investors and the searchers behind the acquisition.
- Evaluating Buyers and Non-Price Considerations (17:46)
- Alicia discusses the importance of non-price considerations, such as the ability of the buyer to continue the success of the product and the impact on employees and clients.
- David emphasizes the importance of understanding the structure and management of the business post-acquisition.
- Rob compares the process to dating, focusing on the long-term relationship and the importance of communication and trust.
- The panelists discuss the challenges of evaluating buyers and the importance of finding a good fit for the business and the team.
- Transition Period and Emotional Challenges (31:35)
- Alicia shares her experience of a shorter-than-expected transition period due to the familiarity of the new CEO.
- David discusses the emotional challenges of seeing changes made to the business and the importance of maintaining involvement in the company.
- Rob highlights the importance of communication and planning ahead to mitigate emotional challenges during the transition.
- The panelists discuss the importance of having a clear transition plan and the challenges of balancing personal and business interests during the transition.
- Valuation and Structure of the Deal (53:51)
- Alicia explains the decision to roll equity into the acquired business and the importance of maintaining control over the company’s future.
- David discusses the negotiation of the valuation and the importance of understanding the buyer’s perspective.
- Rob shares the importance of finding a valuation that made sense for the long-term success of the business.
- The panelists discuss the challenges of working capital adjustments and the importance of understanding the financial implications of the deal.
- Debt and Near-Death Experiences (1:11:56)
- The panelists discuss the use of debt in financing the acquisition and the importance of understanding the financial structure of the deal.
- Alicia shares a near-death experience with the LOI and the importance of having a detailed agreement.
- David recounts the stress of winning a tender for their biggest customer during the acquisition process.
- Rob highlights the importance of understanding the tax ramifications and the flexibility in structuring the deal to mitigate tax expenses.
- Final Thoughts and Advice for Sellers (1:24:17)
- The panelists share their final thoughts on the importance of communication, planning, and understanding the buyer’s perspective.
- Alicia emphasizes the importance of finding a buyer who aligns with the company’s long-term goals and the importance of maintaining some equity.
- David highlights the importance of understanding the buyer’s strategy and the role of the investor group.
- Rob advises sellers to focus on the long-term success of the business and to maintain involvement in the company post-acquisition.
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Thanks to our Sponsors
This episode is brought to you by Oberle Risk Strategies, the leading insurance brokerage and insurance diligence provider for the search fund community. The company is led by August Felker (himself a 2-time successful searcher), and has been trusted by search investors, lenders, searchers and CEOs for over a decade now. Their due diligence offering (which is 100% free of charge) will assess the pros and cons of your target company’s insurance program, including any potential coverage gaps, the pro-forma insurance pricing, and the program structure changes needed for closing. At or shortly after closing, they then execute on all of those findings on your behalf. Oberle has serviced over 900 customers across a decade of operation, including countless searchers and CEOs within the ETA community.
This episode is brought to you by The Profit Line. The Profit Line is a boutique finance and accounting firm that provides a wide range of accounting services to small and medium businesses generating anywhere between $5M to $50M in revenue. On a fractional, outsourced basis, they do day-to-day bookkeeping, bank reconciliations, month-end accruals, tax compliance, and financial statement preparation, among countless other things. I was a customer of theirs for 7 consecutive years while running my own company, and am speaking as a happy customer. Book a call with Founder and CEO, Fern Gordon (Ferngordon@theprofitline.com) or visit their LinkedIn page to learn how they might be able to help you exactly as they helped me.
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