The Broken LOI: How a Failed Process Was Salvaged

When a buyer is not able to honor the LOI due to lack of finances.

The Broken LOI: How a Failed Process Was Salvaged

“George Hartley, founder of Smarter Mail, decided to sell his SaaS business to a buyer that was not financially able to purchase his company,” shares Sam Thompson a Minneapolis business broker and the president of M&A firm Transitions In Business. “George shares what he learned when selling his business including red flags when vetting a buyer.”

Blue Thumb, Australia’s largest art marketplace, spawned Smarter Mail—a SaaS business that grew to $2 million in annual recurring revenue (ARR). When George Hartley decided to sell Smarter Mail, he faced a major setback: The buyer he signed an LOI with didn’t have the funds to close.

In this week’s Built to Sell Radio, George shares the lessons he learned when his first deal fell apart and how he ultimately salvaged the sale.

You’ll discover:

  • Why relying on a proprietary process can derail your exit.
  • The red flags to watch for when vetting a buyer.
  • A hard lesson: Always verify your acquirer has the funds to close.
  • How to handle cap table challenges in a carve-out business.
  • Strategies for avoiding dilution from unscrupulous investors.

George’s story underscores the importance of running a competitive process to create leverage and ensuring any buyer you sign an LOI with is prepared—and able—to close.

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