In markets like Australia where tech M&A is less mature, a HoldCo's primary job during sourcing is often educational. They must patiently reset founder valuation expectations, moving them away from inflated media headlines and towards fundamentals like profitability and comps.

When selling to a PE firm, entrepreneurs must realize the buyer's unit of optimization is their entire portfolio, not the single acquired company. A PE firm acts as an asset manager allocating resources across investments. This means decisions about your former company will be made in the context of their broader portfolio performance.

Sellers who present financial projections with magical growth starting immediately post-acquisition lose credibility. This forces buyers to dismiss the projections and conduct deeper diligence. Presenting a pragmatic case alongside a high case builds trust and accelerates the process.

Not all growth is equal in an M&A process. A common reason for a valuation haircut is a poor "mix of growth." If revenue growth comes primarily from "squeezing the existing customer base" through upsells, buyers see it as less sustainable than growth from acquiring new logos.

To justify a high acquisition multiple, a founder must prove the business can operate without them. A powerful tactic is showing an acquirer your calendar to demonstrate that a majority of key clients are managed by the team, not the founder. This de-risks the acquisition and proves the company has true enterprise value.

While it seems counterintuitive, offering all cash instead of a mix of stock and earnouts can be cheaper for the buyer. Sellers heavily discount the value of stock and view earnouts as having little to no value. A clean, all-cash offer provides certainty, which is highly attractive to sellers and can lead them to accept a lower headline price than a complex, messy deal structure.

From a buyer's perspective, founders should sell after they have demonstrated a strong growth trajectory and hit an inflection point. Pitching a 'hockey stick' forecast without historical proof is less compelling. Waiting until you have proof of the upswing optimizes both value and strategic interest.

After skillfully negotiating two offers and nearly doubling the price for SiteAdvisor, Chris Dixon felt he had maximized the deal. However, the acquiring CEO later revealed his board had authorized a price twice as high, a humbling lesson that a seller rarely knows the buyer's true willingness to pay.

Acquirers with massive market caps will pay astronomical prices for low-revenue companies if the asset is strategically critical. For NVIDIA, Grok's technology was worth billions in accelerating their roadmap, making its sub-$100M ARR irrelevant. This mirrors Facebook buying WhatsApp for its user base, not its revenue.