Resources for Buying and Selling Online Businesses

How to Raise Funds and Negotiate and Win on Competitive Deals

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Ben Carpel has purchased two of the largest listings from Quiet Light Brokerage in the last six years. One is a SaaS business, the other a publishing site. In this episode of the Quiet Light Podcast, Ben shares how he raised funds and beat out multiple offers in both transactions.

In his pre-entrepreneurial life, Ben was an institutional investor. He sourced deals and made business investment decisions as part of a larger investment fund. At the time, he played no role in the management of the businesses purchased.

Over time, Ben made the conscious decision to move into the digital space where owning and operating the company entirely would be his new role. He did this through raising funds, negotiating professionally, being likeable, thinking about others, and never over-promising and under-delivering.

If you want to raise funds, be a better buyer for yourself, for your investors, and negotiate and win on competitive deals, this Podcast episode is perfect for you.

Episode Highlights:

  • [0.32] Who is Ben Carpel
  • [3:40] Are the multiples higher or lower in the online space?
  • [5:32] Three Steps to winning in multiple offers scenarios.
  • [9:07] What two buyers stood out in Joe’s own transaction.
  • [11:04] What makes Ben a great buyer that sellers love to work with.
  • [14:59] Why doing what’s best for the seller is important.
  • [16:10] Does being a “nice guy” help or hurt?
  • [17:03] How to raise money.
  • [20:09] Why being open and honest matters.
  • [22:07] Get your “money” involved early on.
  • [24:42] The upside of things going sideways.
  • [26:14] Why managing communications is critical.
  • [27:59] Don’t do this…it kills relationships.
  • [31:14] What will win in the long run.


Mark: Whenever we do these podcasts we’d like to have a nice clear hook that we want to kind of tempt listeners with. Something that you’re going to learn, something that you’re going to pull away from this episode and a real actionable item but sometimes it’s really just good to sit down with a buyer who’s been super experienced, has a proven track record of doing really really good work and have been successful in what they’re doing and today we have that sort of a guest. Joe, you sat down with Ben … is it Carpal or Carpel or do we know?

Joe: You know what I think I say I’ve been saying Carpal for years but it’s Carpel. We’ll let him pronounce it properly and just go with that instead.

Mark: We really need to improve in this part of our podcasting career. We should stick to brokering. All the same Ben we won’t rank as far as how much different buyers have bought from us but Ben is the definitely one of our top five all time buyers as far as what he’s done through Quiet Light Brokerage. And you spent some time talking to him about how he’s financing some of these deals, how he has been [inaudible 00:01:40.7] money and also just some of the things that we can pick up [inaudible 00:01:45.1] we can pick up from somebody who’s done as much as he’s done.

Joe: Yeah if anyone out there listening is thinking about making an investment in a web based business they should listen to Ben’s approach. Because it just makes me, the broker, want to work with him more and more and more. He’s easy to work with. He’s always trying to under promise and over deliver. He’s continually giving updates. And he thinks first about the seller, trying to make the deal work for them. Naturally, it’s got to work for him but he doesn’t mind overpaying for a great business that has incredible growth opportunities. He comes from or came from years ago the larger investment banking world where he worked for a company Family Fund and they would buy larger manufacturing companies. He took a lot of what his mentor shared with him there and brought it over into his own world which is him working from his house and running two now multimillion dollar businesses. He’s bought them both from me, purchased two or three others along the way but it works. He’s got a system in place and a process in place and one of the most important, we’ll touch on it, I won’t give away too much but it’s when he has money behind him, an investor he brings that investor into the mix early on. And with a business that he bought recently we had multiple offers and Ben made the choice to bring the investor in on the original conference calls with the seller and that sealed the deal and that’s why he was chosen over the other two.

Mark: That sounds great. Well, again I think these conversations are super useful for anyone that is interested and just kind of been a fly on the wall. For somebody that’s been there done that and done that well. So why don’t we go ahead and get to the interview and see what we can pick up?

Joe: Hey folks it’s Joe Valley at Quiet Light Brokerage and today I have got a very special guest. It’s Ben Carpel. Ben is a buyer and he’s actually bought two of my largest listings. One for just under nine million dollars, another by my math just under four-ish. But that’s just my math; it all depends upon how you work it out. Ben thanks for joining us on the podcast.

Ben: Thanks for having me Joe. I’m happy to be here.

Joe: I’m glad you’re here man. Hey, listen I would love for you to tell your story. Let these folks know who you are. Give them a little bit of background on yourself if you wouldn’t mind.

Ben: Perfect. The quick overview is a Midwest guy born in Minnesota actually where at Quiet Light is based, where Mark is based. And I grew up kind of in the investing world actually a little bit. So I was doing institutional investing. And what I mean by that is I was an investment professional. So I was a sourcing, negotiating, structuring, evaluating deals always though in the context of managing someone else’s money. So myself, my former colleagues we are there to make investment decisions for investors in a fund, [inaudible 00:04:38.0] fund. And about six years ago now, seven or eight actually maybe closer to it I was at a place that invested in a lot of growth companies, a lot of growing businesses and small businesses and the trend I saw was it was entrepreneurs of all shapes and sizes. And I knew Joe since I was a little kid like I knew I kind of wanted to always have that operator and that entrepreneurial role. I just didn’t know when or how or when or why or what it was going to entail all those big questions. And I knew at a certain point it would happen so I kind of I guess really it was these digital acquisitions, the digital businesses that made my switch purely looking at investments into more okay now we have to deal with operations. So I wanted that, I wanted to seek out … we have customers to deal with, we have vendors and suppliers to deal with, we have strategy and marketing sales to think about. Whereas in an investment world you’re thinking about that but you’re more disconnected from than the actual operations in the business. So like I said about six years ago we were seeing … again a lot of people that had started businesses of all shapes and sizes, all different industries and I was inspired by that and I wanted to get into that. And I knew I think location independence especially now in 2018 is a big thing for a lot of us and I knew a web based or digital based businesses can be a path for that. Currently, I’m based in the West Coast but open to living and moving … we’re all over, I mean I know a lot of your buyers come from all over the place and I think it’s a big advantage that Quiet Light deals and box the table consistently. What I’ve seen, what we’ve been on, there’s a location independence factor to it. So it’s a big plus for me. You can kind of put roots where you need to be for your kids or your family or your friends. You can choose to live and work where you need to be. That’s been the case of the businesses you and I have worked on together as well the one that’s been sold. Well, my ramble just ended but the short version is former investor turned I guess operator via high quality Quiet Light deals. And I got the chance to put my investment skills to work and do the things I craved in sales and marketing and customers and vendors.

Joe: That’s interesting from your former investment world where you were the investor in an institutional sense did you find that the multiples were much higher than what you’re looking at in this online world than with a deal in the operator space?

Ben: Yes, very very much the case and it still persists to that day. So for the past decade, it’s gone up and down a little bit depending on the broader economy and depending on supply and demand. But I can consistently say that when you’re buying or when buyers and sellers are negotiating in the standpoint of maybe a traditional brick and mortar business such as a legit manufacturer or factory manufacturer if you will those multiples, or a distributor, or a wholesaler, a publisher whatever it may be they tend to be higher. And so what’s great for buyers in this space and buyers looking at Quiet Light deals is they can … I would say affordable … relatively more affordably put their business acumen to work without having to invest in say real estate or the public stock market or private businesses at this fund level. So you can get a little bit … by definition, they’re going to be smaller businesses and so there’s more risk than buying into the S and P or an apartment building or whatnot but if you are really willing to put the work in and evaluate properly and operate properly I think the payoffs can be really attractive from a buyer perspective. And then from a seller perspective too I mean they’re working with you guys and you’re giving them sage advice, you’re giving them a quality just advisement of what to do. It’s a path now that you didn’t use to be I think 10, 15 years ago especially. If you’ve created a digital business or an online business what are you going to do with that? How are you going to monetize it? But now Quiet Light becomes a path for sellers to exit something that might otherwise be a very illiquid investment.

Joe: Got you. So with each of the transactions that you’ve purchased from Quiet Light and from me specifically Ben you’ve been in a situation where there have been multiple buyers. You’ve had to compete with other buyers that approached it and maybe pushed the value up against your offer.

Ben: Yeah.

Joe: Can you talk a little bit about how you approach making offers and putting structures together and how you work with the seller in terms of making the deal a win-win for both of you guys?

Ben: For sure. That’s a great question and as a buyer, you often don’t know what the seller … the Quiet Light and the seller have all the cards and know what’s going on but for me, I think it’s two maybe three things. And the first is personality, the second is about just being upfront and clear managing expectations, and the third and is professionals. So I’ll touch a little bit on those. So the personality I think in a situation where you and your clients are having two or three or five or 10 or how many bids at the end of the day the numbers are going to start to blend together a little bit but there’s a big … I think it’s beyond just the number on the paper. There’s a reason a buyer chooses to look the seller and vice versa. There’s a reason a seller looks in the buyer. Sometimes the personality fit is a big deal because it’s this dance of going from two complete strangers you right there in the middle of managing everyone expectations and the end of the day it’s two people having to work together in a transition for a few months and so you can’t have two completely [inaudible 00:10:11.17] personalities. So I think a big … it’s us being kind and considerate but as well as getting that same vibe from the seller too. So that’s a big part of it. Second I talked about communication upfront. I think it’s always been really important from the start to manage expectations and communicate even if it’s disappointing blips of information here and there that we have to communicate. As you know Joe we’ve done these very stressful emotional sales and so for me what I’ve always done is to have empathy and put myself in the shoes of a seller and know what would they want to know, what do they … might be thinking. And as you know there have been times where in a stressful process we’ve had to deliver news that wasn’t the greatest but the main thing is if we’re communicating that and we’re being clear about it I think that’s a big positive for you and your clients to hear. And finally is the professionalism, I think that was I think a big part of what I learned from my … it’s I’m grateful to my former bosses and colleagues in learning that skillset. It’s not just a buyer trying to get the lowest possible price and extracting value and punishing a seller for … because every business out there is going to have positives and negatives and so I can’t sit here and talk only about the negative in order to drive down price and value. I approach it as a professional it’s like we’re here to … everyone is incentivized to get a deal done, the seller, you, the buyer. And so for me, it’s not about knocking down the flaws or the weaknesses of the business, it’s about being professional and understanding and valuing what the seller has done and the hard work they’ve put in to get a business you’re interested in. So it’s the personality that kind of jives with that too but it’s just being very clear, very communicative, very professional and not trying to take advantage of the seller. Because that’s not what it’s about at all if you have to pay market a little higher if that’s the end of what gets the business to you end of the day you know that’s what’s going to be valued by you and your client.

Joe: Yeah let me touch on this just for those buyers out there that are wondering how do you compete with an all cash fire? How do you compete with other buyers when there’s multiple offers? Everything Ben just said is absolutely on target. And I’m going to talk about it as if I was a seller because I have been a seller. When I sold my business through Quiet Light in 2010 I had five or six conference calls with potential buyers and two stands out. One the guy was just a jerk. This is one that stands out. He was rude, he cut my business down, he didn’t let me finish my sentences and I kept thinking “Why am I even on this call? If he makes me an offer I’m not selling him the business.” I wasn’t going to do it. The other one that stood out was the person that started the call with “Hey man thanks for creating this product line. I’ve actually used similar products and it’s made a huge difference in my life, thank you.” and then he went on. Actually one of the shortest conference calls that I had but he was professional. He was … you used the word kind. He was courteous and he actually ended up buying my business. And I was happy to do business with him. If he had offered me $10,000 less than the other guy I would have taken it.

Ben: Yeah.

Joe: Simple.

Ben: I know.

Joe: Because it’s a choice, a lot of the time sellers have choices even when they have multiple offers. And I’ve been in another situation recently not as the seller but as the broker where I had two offers full price 2.3 million-ish and one was an SBA deal one was all cash. The seller chose the SBA deal even though he had to take a 10% note because he really liked that seller. He was going to keep the staff in place, he was going to run the business well, had a … just a good fit. The cash buyer he felt like he was going to be really hard in due diligence, really hard in transition and he just didn’t have time for that in his life. So keep that in mind buyers because it’s really important. Now, Ben, I want to talk … we’ve done two deals together and I don’t want to talk about the … I don’t want to reveal names here or anything like that so we could talk big picture stuff. You’ve heard me say it and I’m not blowing up your ego or anything like that. I don’t think you need it but out of all the deals I’ve done … and I’ve done like 52, 53 million in total transactions now, you stand at the top in terms of professionalism, the way a buyer behaves and acts and I’m always winging people in your direction. There’s a couple of others and strangely enough on the last deal we had like two all-time favorite buyers were making an offer. So it’s really hard. It’s you and the other guy, Matt. Matt, if you’re listening you’re right up there. But on the first deal, we were in a situation where we had multiple offers and it turned out that it was going to be much greater tax consequence to the seller than we realized initially because he had a sequel operation. Can you talk about what you did and how you pivoted to make that work for him if you recall? I know it was five years ago, four years ago can you remember the details?

Ben: Yeah I remember that coming up I think towards the beginning, middle of the process and that’s something that is often underrated and it’s maybe this is an inflection point probably if you have a business as a seller that where you have to think about the tax implications of depending on the corporation but I think that’s maybe on the scope of what we want to talk about today. But I remember for us it came down to just being willing to accommodate the seller’s desires as it relates to the tax. So it was a little bit less favorable for us from the buy side but it’s still got us the business. I mean at the end of the day again you’re lining up offers, Joe and this seller is looking at everything and comparing everything. It’s a competitive situation and tax can be a big part of that when it comes down to all the fees that come out and the taxes that come out there’s a net cash. So for us, we were willing to say okay let’s do something that benefits the seller because it’s going to help nudge across. So from … you know as it relates to this, the structure that’s going to be unique because when you’re selling a business the business has been formed years ago there’s not much you can do to look in the past but when that exit happens there’s typically … it’s a stock or an asset sale and is there the willingness on the other side of the Quiet Light table, is the buyer willing to work with you that maximizes the value. And for some buyers it may or may not make sense. I would say based on that transaction in the digital world as well as what I’ve seen in kind of that institutional world, typically more often than not if you’re a seller and you’re working with Joe buyers should be willing to come to the table in terms of needing what you would like and how you would like to structure that transaction. More often than not buyers will accommodate the seller, not always because there’s sometimes going to be a unique quirk to a particular business. But again those are nuances that aren’t even willing. And that’s tax experts and legal experts that think about tail risk and stuff. Generally speaking of a buyer like myself or a digital buyer is going to be willing to work with you so it shouldn’t be a big fear in the seller’s mind I think.

Joe: Yeah and I agree and as you said you work around the situation so that benefits both of you. There have been situations in the last six years where I’ve had a buyer in due diligence try to take advantage and discount the price because of a certain situation. Everything was 100% laid out exactly as it should have been, there were no surprises but they felt as though now that they have them under a lot of intent they’re going to try to pivot and reduce the price and it’s just not the way that we work. Everything is fully disclosed up front. And in your situation I specifically recall there was a change in the structure; it benefited the seller. It helped him out and you were okay with that. It might have cost you an extra dollar or two or a thousand or two whatever the number might have been but in the long run, it got you the deal. It closed the transaction and I believe it’s worked out fairly well for you correct?

Ben: Yeah exactly and when you look back at the tax and you calculated it it’s something where if you’re a bidder and you’re a buyer and this is your goal to take over business and own a successful business this is a new show of the deals is the tax implications. So unless there’s a particular quirk or nuance to a business because there’s a liability or there’s something unique about it I think it’s best to work with Joe and his clients in doing what’s best for the seller. This is a … it’s again it’s a big decision for them, it can be life changing, it’s emotional more often than not and when it comes to these details they can matter. So yeah in the end as you just perfectly illustrated Joe that worked out best for him at the time and for us going forward.

Joe: I just have to repeat some of this Ben because it’s … I know I should be so obvious, for those listening, buyers this information is coming from someone that has spent over 10 million on transactions. It’s not I made a $100,000 $200,000 purchase, each situation Ben has been in with me and with Quiet Light it’s been multiple offer situations where he’s negotiating up against someone else and has bought the business by being a nice guy.

Ben: Yeah.

Joe: And thinking not only about himself but about the seller as well and he’s gotten the deal done. The first one worked out great. Let’s talk about the second one because you are not even 30 days in at this point right?

Ben: Correct. Yeah exactly.

Joe: So this particular business and again I’m not going to name names, not going to talk multiples or anything like that but I want to talk deal structure on this one in terms of funding. Because we had a situation where it was going down one pass and then we had to pivot.

Ben: Yeah.

Joe: And I was comfortable with pivoting because it was you. You had set up an alternate path just in case this one doesn’t go I’ve got this one ready. And it took a little bit longer but it worked out both for you and you know what the business is growing so fast that the seller got to keep a whole bunch more money because he got to keep it for an extra 30 days. But let’s talk if you will a little bit about how you come up with funding. How do you structure a deal? Where do you get … unless you’re sitting … are you sitting on millions and millions of money in your account?

Ben: I wish, if I would we’d be doing this … I will love nothing more just to podcast all the time and do this all day long. Hopefully in the future but no I’m not.

Joe: So you’re using other people’s money.

Ben: In this case yeah.

Joe: Where you … you know you learned about that from the investor world so let’s talk about that with someone that is new to this and may have a few hundred thousand to invest and is looking to buy a five million dollars business. How the heck do they do that? How do you do that?

Ben: Yeah so first and foremost guys if you hit that situation know that there’s going to be some stress because you’re managing expectations for Joe, for Joe’s client, for the fund that’s backing you, perhaps for a bank that’s backing you in the fund. There’s a lot of juggling. There’s stress for Joe and the seller side and there’s stress for you. So that’s going to come up no matter what but how does that come about? You know just like almost anything private, it could be a real estate deal, it could be a restaurant or a bar, it could be a zone project, it could be a private business. There’s … if there’s I wouldn’t say the word lucky but if you have a history with someone you know has capital behind them that puts you in a spot. But even beyond that you’d be surprised at the amount of just average guys … I was, I came up in and a pretty regular background and it shocked me out that there’s a fair amount of people that just work hard and save their money and if you can tell a compelling story of why you should do a transaction with Quiet Light there is going to be a lot of support for you at that deal. But taking it back to the specific example that Joe and I worked on together the stress for me was … and you know I like to think and I as I said in the beginning of the call I like to have empathy. I like to have professionalism. And that means doing things with honor, so, for example, it was the capital of a former boss of mine they were very interested in the deal, full support. And from the start, they said okay don’t show this to anyone else I want to back this deal. You work with Joe you’ve been the face of it. I want to put my capital work. That was it pretty much right Joe? It kind of … not only that but it wasn’t just me, I also wanted to introduce that person to Joe and Joe’s clients such that they had a face.

Joe: And let me let me say right now, no names again; that sealed the deal for you. Again we had multiple offers in the situation and what you did was you brought in the money into the conference call with the seller. And so myself and the seller felt much more comfortable when you were bringing in other people’s money that those people got on the call, asked really professional questions, were professional, had the same kind of demeanor you did. And we just really liked them. It just made a difference for us and liking who you’re doing business with it kind of matters.

Ben: That matters a lot, yeah.

Joe: Because as you said there’s a lot of stress, this is for the person that’s selling the business it’s often … can be a lifetime event sale and they’ve got other people that they’re promising things to and taking care of and over promising and under delivering is never what people want to do.

Ben: Exactly.

Joe: You do that very well so that particular buyer, the money though it disappeared on us.

Ben: It disappeared and the frustrating … the infinite frustration that I had to bear during the process and the recommendation of how to avoid that is perhaps a representative of what their money is. I knew from the start I could have made two or three or four called, this was my background and there would have been backing but I out of respect, out of honor when that person said Ben don’t show this to anyone else I took them at their word I said fine. Knowing that in a rare event when rarities happen, it happened, they decided to back out. I was going to have to scramble and completely restart not only my process but Joe’s time and his client’s time. And that was going to be frustrating for them, it was going to be frustrating for me. Now I had confidence so I’d still be able to but I knew we’d lost a good six weeks of hard work from everyone’s part. So the first thing yeah, the first piece of advice I have if you’re using other people’s money, if it’s a rich uncle, if it’s a rich fund, if it’s cobbled three or four people I would say always the money man, the person with the account the big account get them in about there; have them meet the seller. As Joe said it makes a big difference rather than you just saying I’m an agent on behalf of someone else, I’m representative, I’m an executive on behalf of someone else; in this world, it makes a huge difference. The second piece of advice as Joe just said is if you’re really serious and you are the guy passionate and wanted to do the deal it matters that you want to have your ducks in a row and potentially have a contingency plan as I did should that first fall through. Now like I said I had put my own self in the scramble due to how I do business and that was respecting them saying I’m not showing it to anyone else, we’re going down this buyer path together and they backed out. They kind of put me … and as Joe you know they profusely apologized and felt bad for you, they felt bad for me, they felt bad for the seller.

Joe: They were very professional.

Ben: Yeah, they knew the implications of whatever analogy they want to use they knew the pile of what that they have put us all in.

Joe: Yeah.

Ben: But I think you sensed it, Joe and I think the seller sensed it that I was so determined for it to not abandon, not under deliver that I was doing … willing to do almost anything to make sure the deal would conclude and [inaudible 00:25:32.5] which it did. And it actually had a fairly favorable outcome because I was personally willing to give up a few things in terms of escrow, in terms of amount that they were a little bit more I would say not stripped down but more … their world was a little bit more maybe weighted to the buyer and I was more empathetic to Joe and Joe’s client. So it ended up being a win. They had … Joe and Joe’s client had … they waited an extra month but it ended up being worth it to them materially on a money perspective. So yeah the advice to buyer’s is bring the money people on early, bring them to the table. Don’t hide them there’s no … you’re not protecting their height, you know there’s no upside to hiding it. Be upfront. Communicate the negative. When we had to do a three way call, it was Joe, myself, and my former colleague boss and they communicated that bad news but we had to. We just don’t want to be sitting here as a buyer or a potential bidder having Joe and his client wonder what’s going on. And then thirdly as a buyer, if you can and you really want that business again have that plan B have that plan C ready to go ready to pull the trigger should something bad in plan A happen.

Joe: Yeah. The key thing with the outcome there in terms of communicating the negative and them calling … not just an e-mail but a call and you’re on the line, they were in line and conveyed the message that things went sideways where they were they can’t continue with the deal. The outcome, in the long run, is if you ever call me again and love another listing and ring them in I’m going to listen because they were professional. They called and I’d love to do business with them. I know and you know why they said no to this one, it wasn’t their choice. They had to say no. There was logic behind it to a certain degree but it worked out. Again like you said we pivoted the next step was another person really with the purse strings in a sense and the first thing we did was what? We scheduled a conference call.

Ben: Exactly.

Joe: We had to instill confidence in the seller of the business that we’re not just dragging our knuckles that the business you still of interest to you and to the other source of funding and so we had a call. We set new expectations and managed them well. You actually gave us at one point daily updates which I think must have been driving you nuts because sometimes there wasn’t much to report.

Ben: Yeah, sometimes there’s not much … you guys you know these processes just happen and there’s a process to them. There’s not always a daily update. It’s not like there’s a daily sales report so sometimes you’re kind of like okay this is the most minor thing I ever go put it but again buyers I recommend that communication and not just any communication but as a human being it’s not just a transaction. So the vibe, the connection … it’s the managing of expectations too; good and bad. You don’t want to be in a situation … and of the first business we bought with Joe as I’m the operator of that business that’s how I’ve chosen to run things. There’s … we get dozens of emails a day from our customers who want a product feature, it’s a software company so they want a product feature and always we’re up front and we say we’ll add it to the [inaudible 00:28:38.9] we’ll add it to them both but we can’t promise it a lot of the detail. And that’s I think a big thing as a buyer, you don’t want to over promise and under deliver because it’s not just the client’s time and their hopes and dreams but it’s Joe’s means. He is the gatekeeper, he is the advisor, he’s the one who’s been through this and advised so many big companies and so many professional sellers who have built unique business.  You don’t want to waste … as a buyer you do not want to waste Joe’s time if you can. So managing … not just putting out an offer for everything you see, not just doing conference calls for everything you see, really waiting to make the right targeted strike for what’s best for you so that you can judiciously use his time and his advice. And I think that’s a big part is the managing of expectations.

Joe: Yeah, the advice I always give is … to buyers, look at his many possible listings that you can so that you know the right fit when it comes along and if you can act quickly. You don’t want to be in a situation where you’re not, you’re sort of looking part time and then you like one and then you have to go find funding for it. By the time you come back if it’s a great business, it’s going to be gone. The other thing you absolutely don’t want to do is be in a situation like Ben said where you don’t bring the money person forward if there’s somebody else that’s doing the funding. Even if you’re doing an SBA deal and there’s two of you putting the 10 or 15% down. We had a situation recently where that was the situation, multiple offers, these two partners were chosen and one of the partners was not on the initial conference call and decided to walk away because of one particular situation which was fully disclosed in the client interview. It’s all there but he didn’t bother looking in advance. So the broker is thinking to himself and he gave the guy advice he said look you can’t have this happen you call me again and if you’re making an offer and someone else is making an offer my sellers are going to say what do you know about the two of them?

Ben: Yeah.

Joe: The broker is going to have to say well I had a deal with these guys and they just walked away in due diligence, his partner flaked.

Ben: Yeah.

Joe: The partner is still around yes so you want to be making use of the advisor broker’s time as well. As Ben said we’re all busy, we all have a lot of clients to work with. We work with as many buyers as we do so it’s probably more actually buyers and some of them like Ben is just going to rise to the surface. When Ben sends me an email and has an interest in a listing, I’m like ah man I love doing business with Ben, always works out great, sellers love him and you going to get more attention than somebody that might have walked away on a deal for some strange flaky reason.

Ben: Yeah and that institutional lull that I came from originally, that same thing happens where it could be huge huge company but sometimes firms get a reputation for saying one thing and doing another and know that they become the shop where they’re going to … in an LOI  they say X Y and Z but you know at the end of the day it’s going to turn out to be something less than X Y Z and it doesn’t work out as well for the seller. And so that reputation sticks and I think from the sell side too. I think from a buyer what I can unilaterally say is both having closed on deals, bid on deals and looked but passed because it wasn’t the right fit. And I say this not because we’re just doing this podcast, but Quiet Light I think you know already has the best digital businesses and web based businesses out there that their reputation speaks for itself. Their ability to conduct, as a buyer too I’ve been talking about professionalism and what you need to do but it’s a two sided coin. Sellers and the sell side needs to be doing the same and I’ve seen situations from other shops where there was not the most scrupulous behavior by the advisor the broker and it burns the buyers a little bit. So it’s a two sided coin and some trust issue and at the end of the day we are all humans and the tiny mistakes are made may be here and there but it’s honesty, it’s communication, it’s a big part of that. I use the word vibe but just the personality fit is what’s going to get things done. I mean there’s no reason to be cold and cagey and do what you can to get … extract value in this transaction. If the business is the right fit for you as a buyer you can pay 95% or 105% or whatever it is around that price and driving down the price and making the seller and Joe angry isn’t going to win in the long run. What’s going to win in the long run is you taking over that business and operating it with hard work and honesty and integrity and all the things that make the customers continue to be happy. That’s if you overpay a little bit or you don’t get them to drive down the price because you’re not insulting them but it gets you the deal that’s a very important consideration.

Joe: I think we have to finish it on that right there Ben. That was the best advice I think of [inaudible 00:33:28.9] give potential buyers.

Ben: Yeah.

Joe: All right listen man, I appreciate your time, I know you’re a busy guy thanks for sharing your time. I look forward … it might be another three or four years before we get into it again but I look forward to it. Thanks so much Ben.

Ben: No. Yeah, thanks for your interest and your time too. And thanks for being again you’re the great guy in this space. So I look forward to us working together in two, four years from now.


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