Selling a tech business with only the owner and a contracted engineer on staff requires a very specific buyer. When we first went to market, we secured an LOI quickly, and the due diligence went smoothly. But at the contract stage, the buyer—being a first-time buyer—made unreasonable demands, such as a 20-year indemnification period, far from the typical 12-18 months. Negotiations hit a wall, and the deal fell apart.

Next, we received an LOI from a strategic buyer who passed due diligence, but we noticed some foot-dragging. We made sure to keep things on track, providing a 30-day due diligence window. Toward the end of the process, both parties exchanged key terms for the Asset Purchase Agreement (APA) to avoid excessive legal fees. However, when we finally saw the APA, the terms were drastically different from what was agreed upon. The buyer cited changes due to our client’s reluctance to disclose customer names—understandable for a small business. Despite efforts to resolve the issue, the deal was called off.

Two more LOIs fell through early, one due to funding issues and the other because the buyer wasn’t a good fit after further evaluation.

To add to the complexity, our client’s largest customer left mid-process, putting a serious dent in the sale’s value. Despite this setback, we found a buyer who saw the company’s future potential. Though the price had to be adjusted, the transaction was completed to the satisfaction of our client.

At GillAgency, we work closely with our clients through every challenge in the M&A process, ensuring a smooth and successful exit, no matter how complex the path becomes.