The problem with selling a company to a private equity firm for millions

William Brown sold his online trading-education business to PE firm Highview for a 2.6× EBITDA multiple in September 2023. He walks through the grueling due-diligence process, why his stable team and clean records mattered, and eight lessons for founders planning an exit, including hiring an M&A advisor and preparing early.
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Hey guys, it's Will. And on September 29th, back in 2023, a wire hit my bank account. A private equity firm had just bought my company, multi-seven figures. And just like that, 5 years of building, growing, stressing, hiring, firing, winning, losing was all over. The company was theirs and I was free. And today I want to tell you the full story of how that happened because it was not smooth, it was not quick, and there were moments where I genuinely did not think that it was going to happen. There was a weekend at one of the most beautiful hotels in the world where I got a phone call that felt like a punch in the stomach. There were months of the hardest due diligence that you could ever imagine. There were moments of real self-doubt where I asked myself, 'Can I actually do this? Am I good enough to exit a company?' But I kept going, and it completely changed my life. So whether you have an online business right now and you're thinking about selling one day, or whether you're just curious about this whole process and how it actually works and how you exit a business for multi-seven figures, stay with me because this is the full an honest story, really kind of a guide from the cappuccino that started it all to the wire that ended it all. So let's get into it. Now let me take you back to the end of 2022. I was living in Dubai at a place called the Address Beach Resort in the marina, one of the most beautiful buildings I've ever lived in, right on the water overlooking the beach and the ocean. And one morning I was sat in the cafe of the building having a coffee with my journal, and I had two very different feelings kind of going around inside me at the same time. So on one side, I felt incredibly peaceful and accomplished. I'd become a multimillionaire by this stage. I had roughly 1.5 to about 2 million cash liquid in the bank. The business was making somewhere between about $110,000 and about $170,000 a month in net profit. And I had everything that I'd ever dreamed of. I had the cash, the income, the real estate portfolio, the home in Dubai, beautiful girlfriend, everything that a man in his early 30s could want, right? But on the other side of that, well, I was 31 years old and I was bored out of my bloody mind. Hence me spending hours sat in that cafe every day reading and thinking and having coffee. Because here's the thing, I'd removed myself almost completely from the day-to-day operations of that business. My team ran pretty much everything, and that sounds amazing, right? And in, in a lot of ways it is amazing, but I had nothing to do. And I didn't really enjoy the business anymore, you know, the way that I used to. And I remember sitting there thinking, is this it? Is this what winning feels like? Just an empty, boring life. So I picked up my pen and I wrote down a question at the top of this blank piece of paper. If I had $10 million in cash right now and I never had to work again, what would I do every day with my time if I didn't have to do anything? And I sat with it, and after a few minutes of thinking and looking out of the window at the ocean, I wrote down 3 words: talk about business. Because my absolute favorite thing in the world, my genuine passion, was going for coffee or dinner with my friends and just talking about business, kind of like I'm doing now. And I would just ask, right, what funnel are you using? How much are you spending on paid ads? How profitable are you? Who are you hiring right now? What are you investing in? How's your team doing? I love that more than anything, and I still do. It's my absolute passion in life. And I realized I was barely ever doing that. Maybe once a week at a dinner, maybe once a week at a coffee. So I thought, well, if that's my passion and I barely ever do it, well, something needs to change. So literally right then, right there in that cafe, I made a decision. It was time to try to sell the business. Now, here is how I thought about it at that time. And looking back, I think this was actually quite a smart way to frame it in my mind. I thought, if I can sell this business for 1 year's net profit upfront, I basically buy myself a year back of my time. And that can be a year to go and build what I actually want. A consulting and advisory business, helping other people to do what I've done myself, to build and to grow and to exit one of these online learning companies. That was my dream. That was what I actually wanted to do. And if I couldn't sell it, well, the business was probably slowly going to wind down because I wasn't going to focus on it anymore. But at least I'd keep putting around $100K a month profit in the bank, and I could go and start the next thing regardless. So either way, I was kind of happy, but obviously I hoped I could exit the business, right? Selling would just give me a big chunk of money to go into the next venture with. So it was kind of a win-win whichever way you looked at it. So I started looking for what's called an M&A advisor, and M&A stands for mergers and acquisitions, basically someone whose whole job it is to help business owners to sell their companies. And that's where the real journey began. So my M&A advisor helped me to build something called an IM document, and IM stands for investor memorandum. So think of it like a really detailed sales brochure for your business. It tells the story of, like, what the business is, how it makes money, how profitable it is, how stable the team is, what the growth potential looks like, and why someone would want to buy it. That's basically what an IM document is. It's basically an ebook for selling your company. And once we had that document ready, my M&A advisor Dominic started sending it out to private buyers, investment companies, private equity firms, venture capital firms, and so on and so forth. And then we waited. So we waited about 7 or 8 weeks before we got our first interested party, and that was an American venture capital firm who was specifically looking to buy a trading education, uh, business. And my company back then taught people how to trade financial markets. Basically, it's a little bit more complex than that, but basically So we were a pretty good fit on paper. They signed what's called an LOI, a letter of intent. And that is basically a document that says, we are seriously interested in buying the business. We're going to go into due diligence. And during that time, you can't speak to any other buyers or market the business to anyone else when that is signed and when you're in the LOI phase with someone. So we signed it, we got to work, and for about a month and a half, things were actually going pretty well. I was having calls with their team, I was answering their questions, I was sharing the data, feeling good about where things were headed. And then one weekend, and I'll never forget this, I was at the Atlantis Royal Hotel in Dubai. And if you've never been, it is one of the most insane, incredible hotels in the bloody world. And I was there with my girlfriend having a weekend away. And I got a call from the founder of the venture capital firm and he said, look, can we hop on Zoom? So I went upstairs to the room, I got on Zoom, I remember it clearly. And he told me they decided to buy a different company and not mine. And I remember that feeling very clearly. I had this massive wave of emotion just hit me, disappointment, self-doubt, that horrible voice in my head that was asking questions like, you know, can I actually sell this business? Am I good enough to really do this? What if no one wants to buy it? And on and on. But somehow, and I'm pretty proud of this looking back, I found the self-belief to just keep going. And I just, I put the phone down, I took a breath, and I decided, Right, let's go back to the drawing board, because one no doesn't mean that the answer is no forever. It just means that this was not the right buyer. So I spoke to Dominic, my M&A advisor. We put the business back on the market for the second time, and about 4 or 5 weeks later, along came a private equity firm called Highview. They were interested in the business. They wanted to sign an LOI. And they offered us a multiple that I was really happy with. Now let me just pause to explain what a multiple means, because I think this is useful if you've never experienced selling a business before. Now when a company buys your business, they don't just pay whatever number you ask for, unfortunately. They look at your net profit, which is your EBITDA, which stands for earnings before interest, taxes, depreciation, and amortization. And they offer you a multiple of that number. So if your business makes, say, $1 million a year in net profit— that's very important— and they offer you a 3x multiple, well, they're offering to pay you $3 million. So your net profit times whatever the multiple is. And Highview offered us 2.6x EBITDA, and I was super happy with that number. It was a multi- million-dollar sum and would effectively get me 2.6 years of income in one wire transfer. So we signed the LOI and we went into due diligence for a second time. Now, I want to be completely honest with you about due diligence because I was not ready for it. I thought I understood what it would involve. I didn't, not even close. So due diligence is basically when the buyer takes apart, pulls apart your entire business piece by piece by piece and looks at absolutely everything. And I genuinely mean everything. They wanted to have calls with me constantly for months, calls with my general manager constantly for months. They interviewed members of my team multiple times. They interviewed customers multiple times. They actually went through the core product themselves many times and brought in other people to go through it as well. They looked at our compliance, they looked at our financials, of course, month by month, going back all the data that we had. They looked at our ad accounts, the ads, all the contracts with customers, with staff, and on and on and on. That's why it was one of the hardest stretches of my life, not because anything was wrong, but because the depth the detail of it was unlike anything that I'd ever been through before. And obviously this was very important to me. So that put more weight on the process. But here's what saved us. The business was in really good shape. The team was rock solid, the product was world class, and of every single person we ever hired, every single one of them was still on the team except for 2. And that kind of staff stability is very rare in this industry. And it gave the buyer a lot of confidence. Our paid ads had never had a losing month, not once in over 3 years of running ads. We'd never lost money. Every single month we were highly profitable, and that consistency was a big green flag for the buyer. They loved the product, they loved how it was built and delivered and received by customers. The customer feedback was fantastic, and that feedback from them, from the buyer, hearing how much they loved what I'd built. That was one of the best feelings of the whole process. So we signed the LOI in April 2023, and then on September 29th, 2023, so 11 months after that cappuccino in the cafe, they sent me the wire and the company was theirs. And I want to tell you what that moment felt like, because I think people imagine that it's this huge explosion of joy and fireworks and champagne. And it was emotional. It was really emotional, but it was quieter than I expected. It was more like relief, achievement, and peace. So 11 months, 2 rounds of due diligence, one heartbreaking rejection, hundreds of calls, thousands of questions answered, and then a number appearing in my bank account that changed everything. I had done it. I'd built a business from nothing, scaled it to a level most people never reach, £16.4 million in total sales, and sold it to private equity for multi-seven figures. And here's something crazy. Almost immediately, I made a YouTube video about the exit the very same day, which is still here on the YouTube channel, about what it felt like, you know, the whole experience. On the day that I got the wire and that video blew up, it was my first ever big video, 100,000+ views. And within weeks of that video going live, my new consulting company, buildgrowandexit.com, was already approaching $100,000 a month cash, just me on my own, 99% profit margin, taking all the calls that poured in from YouTube, consulting the clients, and having fun. And within literally 4 months, January 2024, 4 months later, we hit $364K cash in 1 month. Again, from scratch. I'd gone from selling 1 company to almost immediately building another 7-figure per year business in 4 months, which is bloody crazy. Bloody crazy. And a huge part of why that happened so fast was everything that came before it. Right? Years of building the first business, the team that I'd learned to hire and train and retain, the products that I'd built and rebuilt and rebuilt over and over again, the customers that I'd helped. And all of that became the foundation for everything that came next. So let me share what I learned from this whole process, because I think it is genuinely useful whether you're thinking about selling a business one day or, or not. So first, start thinking about your exit now, ideally from day one, because the things that made my business attractive to buyers were things that I'd been building for years, actually without even knowing that I was building them. So team stability, consistent profitability, great products, happy customers, clean records, good bookkeeping, good accounts. If you build a good business the right way, it becomes sellable actually almost by accident That's, that's what I found from my experience. Second, you need an M&A advisor, not a broker, an advisor. Don't try and do this alone. Okay. My advisor opened doors that I could never have opened myself. That's for damn sure. He knew which buyers to approach, how to frame the business, how to navigate the process when things got complex. That was worth every penny. It wasn't cheap, but it was worth every penny. Third, The process will take longer than you think. For me, it was 11 months from decision to wire. That's a long time. For some people, it takes even longer, and there will be moments where you think that it's falling apart. Keep going, okay? Fourth, due diligence will be harder than you expect. Get your house in order before you start the process. Squeaky clean financials, stable team, documented systems, The cleaner the business is on the inside, the smoother due diligence will be for you. And fifth, no does not mean no. So our first buyer walked away and I sat in one of the nicest hotels in the world feeling like a failure. 6 months later, I had a wire hitting my bank account. So don't give up, keep going. For any entrepreneur watching this right now, I want to say something directly to you, okay? If you've ever thought about building something and selling it one day, please don't give up on that dream, because selling a company, especially for multi-seven figures, is genuinely— for an entrepreneur like us, it's like winning a gold medal at the Olympics. It is the ultimate proof that you built something real, you built something great, something valuable, something that another company, be it a PE firm, VC, whatever it is, It's another company who looked at it and said, we want that. We will pay serious money for that. And it is career-changing. It is life-changing. It changes how you see yourself and what you believe that you're capable of as well. And I want to sell another company. I want to sell my existing consulting company in 3 to 4 years from now, because whilst it was stressful, I did love the process. Okay. Even, even the hard parts, even the rejection, at the Atlantis Hotel, even the brutal bloody due diligence, it was all worth it in the end. And I genuinely hope that one day you get to feel what that wire hitting your account feels like, because there's nothing quite like it. So that's the full story, from the cappuccino in Dubai in November 2022 to the wire in September 2023. 11 months, 2 buyers, 1 heartbreak, 1 exit, And then almost immediately the next chapter beginning and raking in over a few million in sales within a year of starting the new consulting business, where now I help people like you to do this, to build or grow or exit one of these online learning companies for hopefully for millions of dollars like it was for me. If you have any questions about any part of this process, by the way, the M&A advisor, the LOI, the due diligence, the multiple, any of it, feel free to ask me anything you like in the comments below this video. I'll reply to as many of you as I can. I love talking about this stuff. It is genuinely, I might be sad in my old age, in my middle age, but it is my absolute favourite thing to do ever in the world. And if this video helped you or gave you something to think about, give it a like. It really does help more people to find it. And if you're not subscribed yet, to the channel, hit the button because I talk about this kind of stuff here every single week. Thank you for listening and see you in the next one.
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