Selling Your Business

We have decades of experience advising leading companies on complex transactions where we have directly created incremental transaction value by asking the right questions to uncover hidden value.

At Bonfire Capital, our hallmark is preparation. We help our clients prepare and execute transactions in a thoughtful approach bespoke to your business. Our approach seeks to mitigate transaction risk by anticipating closing obstacles before they manifest and addressing them head-on to mitigate their impact on closing timelines.

Everyone knows time is the enemy of all deals and preparing for a transaction with Bonfire Capital helps you get a step ahead of your transaction counterparties.

Transaction Readiness

We have and continue to work with clients in a variety of transaction readiness capacities, from many years before a transaction to drive value-creation leading up to a future exit to working with clients to prepare the business for an impending sale. In our experience:

Many sellers are uninformed of their complete range of ownership options, potential buyers and financial counterparties. How do you decide if you don’t even know the options?

Building the story or the investment thesis – not every business is an exciting tech company with exponential growth rates. Buyers want to know how they’re going to turn 10 into 20.

Restructuring the business to convert personal goodwill to intangible value can make the difference between a saleable company and not. If you can’t take a month off of day to day operations, closing risk will be higher and value will be lower.

Maintainable EBITDA: the issues are case by case specific and maintainable EBITDA is a non-GAAP term not considered by your external accountants – as a magnifying example, we once identified an adjustment to foreign exchange accounting that led to a 100% increase in maintainable EBITDA and transaction value with a US public company buyer. The impact of reasonable EBITDA adjustments can be astonishing.

Loose working capital management and working capital in general can materially impact transaction proceeds. Tighter working management years before a transaction can help reduce buyer working capital expectations on closing as there is usually a minimum 2-year look-back period.

Sellers consistently under-estimate the extent of financial and other due diligence buyers perform. Time is the enemy of all deals so militaristic preparation de-risks a prospective transaction by avoiding a protracted diligence process that is de-motivating for everyone involved and puts the transaction at risk.

If you are at the point where you believe a transaction could be imminent, our Ownership Options Assessment may be the right starting point to realize consensus on the option best suited to your ownership objectives.

Ownership Options Assessment

Our preferred way of working with prospective vendors is to engage for an Ownership Options Assessment. The Options Assessment is foundational in defining your transaction objectives and the range of options available given the specific facts and circumstances concerning your business and the capital markets.

Sales Process

If you’re certain you’d like to engage directly for a sales process we’d be happy to take your project provided your business meets our client acceptance criteria and passes our engagement acceptance process. This process qualifies out client mandates where we do not feel we will be able to deliver:

Clients with less than $1.5 million of EBITDA are most often not a fit unless the range of counterparties is already clear and the client’s expectations are grounded.
- EBITDA threshold does not apply to SaaS or other companies with ARR greater than $2 million / year.

Clients with declining revenue or EBITDA are very difficult to sell without material mitigating circumstances and a clear range of counterparties.

Project-based businesses with a declining backlog present challenges to monetization without mitigating circumstances and a clear range of counterparties.

Owner’s expectations are not aligned with Bonfire Capital’s preliminary views on value.

Unsolicited Takeover Offer

We have a track record maximizing transaction value for business owners presented with an unsolicited take-over approach.

We can help you assess whether the deal aligns with your objectives and provide a real-time assessment of transaction value benchmarked against available market information.

Then we will assist you in getting through due diligence, negotiating definitive agreements alongside your legal counsel and help get it across the line, should we agree the proposed takeover meets your objectives.