Sell Side

Advising a Foreign Owner through the Sale of His Content Membership Business to an American Buyer

Company

LoveAddicts

Industry

SaaS

TYpe

Sell-Side

At A Glance

When Nour decided to sell his content membership business, he turned to us for legal support. We explained the transaction details at each step, kept the deal’s momentum up, and drove the process to a successful conclusion in near-record time. We also guided Nour through the mixed emotions that come with selling a business for the first time.

The Full Story

Nour was a first-time founder who built Love Addicts, a niche membership business based on his own personal experiences and a desire to help others. When founders pour so much of themselves into businesses, selling can be emotional. We know this and are very experienced in supporting our founder clients who are selling their babies.

We met Nour through a referral from Acquire.com. When we first spoke with him, he had just received what became the winning offer. That is the point we prefer to become involved in a transaction, the point at which there is a serious offer being made or considered and it is time to negotiate that offer. Since he had a serious buyer with ready funds and eager to move quickly, we analyzed the LOI that same day, made some redlines to correct some of the proposed payment mechanics and address some indemnification matters, explained to him the edits we were making and their underlying justifications, and then turned the document backed to the buyer the next day so that nothing stalled.

We maintained that approach throughout the deal process. It is always difficult to predict how long a transaction will take when we represent the seller since the buyer’s financing situation is usually the determining factor, but this one went from a signed LOI to closing in just under a month. When there is that sort of deal momentum and we address the potentially problematic deal terms early in the process, we are not going to slow things down as the deal progresses.

Nour worked in several different time zones during the transaction. He was at times in different parts of Europe, California visiting with the buyer, and Mexico. That sort of flexibility is a normal part of our practice. We work with clients all over the world, so we are used to coordinating across several time zones at any one time.

In the post-closing period, we also made a few simple amendments to the purchase agreement regarding the structure of the deferred compensation. We prepared these amendments at no additional cost to Nour as an extension of our all-inclusive flat-fee transaction structure and have now done so for multiple clients.

When asked to describe what it’s like to work with us, Nour responded:

Barlow & Williams was a breeze to work with. They’re very responsive and most importantly know what they’re doing. They helped us with selling our business every step of the way and answered all our questions. I’d work with them again!
Nour Chaaban

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