Basically I spent 2 weeks convincing them to let me write this blog post!
No joke. The original terms were something along the lines of that I couldnt tell anyone about the sale, ever, which is crazy since its going to be publicly available in their Q3 10-Q in about a month anyway.
Thankfully they finally agreed to let me talk openly about most things in the transaction, which is why Im able to write this post.
For people who arent familiar: indemnification means if I get sued for something you did, will you protect me?
This is generally a reasonable term and is included in basically every M&A deal under the sun.
Generally the pieces that get negotiated are 1. how long does it last and 2. whether theres a liability cap.
E.g. How long after the sale do I have to indemnify them, and in some disaster scenario if they got sued and lost, whats the max Id ever owe them?
In the end we agreed on a length of time and cap that was comfortable for both of us.
I will say this: I had to push back hard to get my terms on this point. Initially they wanted uncapped liability forever, which was unacceptable.
The most tense moments in the entire 7-month process was on a phone call about this very subject.
I told them I was going to walk away from the deal (after ~6 months of work) if I didnt get some sort of compromise. That was followed by roughly 45 seconds of silence on the other side of the line, but eventually the guy spoke up and said hed see what he could do.
And I wasnt bluffing.
From this phone call we were able to finally agree on indemnification terms that were acceptable to both parties.
The best day of all.
Once wed agreed on every detail in the APA it was time to schedule a day to close the deal. In my case that meant signing and transferring the assets all in the same day (in high profile acquisitions you see online the announcements happen after the deal is signed but usually before its closed.)
So sure enough: I transferred the apps from my iTunes Connect account to theirs. I gave them my login details for my email list, my hosting account, and a few other things.
Then they wired over the money.
And just like that the deal was over and Id sold my first company.
My wife was out of town so to celebrate I treated myself to In-n-Out for lunch!
The deal made a ton of sense and Im glad it got done.
But it did take over 7 months, hundreds of emails, and dozens of phone calls. It was psychologically exhausting and definitely the hardest part of the 3.5 years I ran the business.
Id heard so many horror stories about failed acquisitions that I always assumed it was dead until the cash was finally in the bank.
Even literally the Monday before the sale closed I spent all day in bed worried about whether it would actually go through. That was not fun, and various levels of depression occurred throughout the sales process.