Lessons From 3 Failed Attempts to Sell Greenpath with Josh Anhalt | Built to Sell Radio
November 3, 2023 |
About this episode
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Josh Anhalt started GreenPath Energy in 2007 to help oil and gas companies detect methane leaks in their pipes. Over the years, Josh tried and failed to sell his company three times only to have each deal thwarted for a different reason. By 2023 GreenPath was generating more than $8 million in revenue when they finally agreed to be acquired by a competitor for around 7 times EBITDA, 90% of which was paid in cash with the balance paid in stock of the acquirer. In this episode, you’ll learn how to:
- Avoid having your deal fall apart at LOI.
- Negotiate with a competitor.
- Withdraw your retained earnings before you sell.
- Avoid getting sued after you sell.
- Assemble your data room before agreeing to an LOI.
- Deal with negotiation “mirroring.”
Show Notes & Links
Definitions
Unanimous Shareholder Agreement: A unanimous shareholder agreement is a deal signed by all the owners (shareholders) of a company about how the company should be run. It’s a legal agreement between the owners and is also something the law allows to help manage the way the company operates.
Letter of Intent (LOI): This document outlines the basic terms and conditions of a deal before a formal agreement is drawn up. It serves as a mutual commitment between the buyer and the seller to move forward with the transaction on the agreed-upon terms.
Shotgun Clause: A “shotgun clause” is a type of buy-sell agreement often included in the partnership or shareholder agreements of a privately-held company. This clause is designed to resolve situations where partners or shareholders want to separate from each other due to disagreements or other issues.
How it Works:
- Triggering Event: One partner/shareholder (the “Offeror”) initiates the shotgun clause, typically when there is a deadlock or disagreement that can’t be resolved.
- Buy or Sell Offer: The Offeror proposes a price per share to buy the other partner’s/shareholder’s (the “Offeree”) shares or sell their own shares to the Offeree.
- Decision Time: The Offeree must decide whether to sell their shares at the proposed price or buy the Offeror’s shares at the same price.
- Binding Decision: Once the Offeree makes a decision, both parties are bound by it, meaning the Offeree must either sell their shares or buy the Offeror’s shares at the stipulated price.
Earn-out: This is a financing arrangement for the purchase of a business, where the seller must meet certain performance goals before receiving the full purchase price. It reduces the buyer’s risk and aligns the interests of both parties post-acquisition.
Errors and Omissions Insurance (E&O): This is a form of liability insurance that protects companies and their employees against claims of inadequate or negligent actions, particularly in professional advice and services.
Due-Diligence: This is a comprehensive appraisal of a business or investment undertaken before a merger, acquisition, or investment. It seeks to validate the information provided and uncover any potential risks or liabilities.
MSA (Master Service Agreement): This contract outlines the general terms, responsibilities, and legalities to be followed between two parties engaging in a business relationship, particularly when multiple projects or transactions are involved.
About Our Guest
Josh Anhalt
In 2007, Josh Anhalt founded GreenPath Energy Ltd., a company specializing in detecting and quantifying fugitive emissions for the oil and gas industry.
As the President of GreenPath Energy Ltd., Josh’s mandate was to expand the company’s services throughout Western Canada and to continually innovate new solutions and technologies aimed at eliminating methane emission sources.
