Angel Knowledge Series
    Best Practices in
    Achieving Angel Exits Panel: Triggering, Maximizing.

    • Gopher Angels, Dave Russick.
    • Keiretsu Forum, Larry Chaityn.
    • LORE Associates, Steve Harris.
    • Maximize Angels, William De Temple.
    • MIT Angels, Catherine Calarco.
    • RAIN Source Capital, Steven Mercil.
    Moderator: Michael Price, CEO Ventures

    1. Preparation Considerations.
    - Good discussions to ensure alignment pre-funding with good discussions.
    - Inserting terms/provisions upfront to make sure you have a place at the table.
    - What are the most important preparation items before initiating acquirer discussions?
    - How to trigger discussions when the CEO is not (or is resistant to) initiating them?
    - Handling conflict issues of planning an early exit vs maximized value?
    - If small, thoughts to keep the costs of advisers from escalating?
    - Should angel groups have someone designated as the Exits / CorpDev person to encourage/initiate discussions?

    2. Triggering Considerations.
    - Pros and cons of using brokers, how to get them engaged/focused, structuring pay experiences & thoughts?
    - Whom should be contacted? Just strategics or financial buyers or others, how many, and in what order/timing?
    - Most effective ways to contact potential acquirers, thoughts on what should be sent or disclosed in the approach?
    - Getting a competitive auction atmosphere going to boost bid prices?
    - Should approaches be customized or general for the buyer class: cost/time vs effectiveness thoughts?

    3. Negotiating Considerations.
    - Best ways to avoid leaving value on the table?
    - Thoughts on setting reasonable goals and valuation targets?
    - Handling weaknesses: Bring up pre-emptively or response as identified?
    - Good/Bad cop approach used often, how to best position your side of the table?
    - Philosophies on managing or avoiding brinksmanship on key terms?
    - Best ways to keep engagement and harness emotions during the negotiation process?
    - What reps and warranties are problematic and which are safer?
    - Thoughts on cash vs stock payment issues and reasonable splits?
    - Thoughts on leveraging offers to get counter-offers? Pros/cons/timing/disclosure?

    4. Due Diligence Considerations.
    - What degree of pre-bid diligence is commonly allowed (and IP/reputation protection issues)?
    - How much diligence after the term sheet is reasonable or excessive?
    - Best ways to manage how long the diligence process will stretch?
    - Consideration issues: if stock provided what are the key issues?

    5. Post-Acquisition Considerations.
    - Management of reps and warranties liabilities?
    - When things go wrong (open discussion).

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