The deal is done. The exit isn’t.

The sale takes years to prepare and months to survive. Two founders told a room of fellow owners how they managed both – and what nobody warned them about afterwards.

Angela “Angie” Peacock and John Pearson had come to tell business owners the whole story: starting up, building something worth buying, getting through the sale and what happens to the people once the deal – and the money – lands.

The breakfast, The Whole Story, was hosted by Corbett Keeling, the M&A adviser, and Rathbones, the wealth manager. Adam Fresco, a former Times journalist who now advises founders, asked the questions. His role was to steer the conversation towards the parts most of these discussions leave out.

Angie’s business began, as the family saying went, with half the garage, the kitchen table and a dog. By the end, it was a multimillion-pound global consultancy with an enviable reputation among some of the largest organisations in the world. She and her co-founder had built PDT Global with no outside investment and no board, successfully selling it four years ago to one of a host of interested buyers.

John, a music-obsessed teenager with no musical talent, got into radio by ringing stations and offering to sell their advertising. He was the second employee at Virgin Radio. He later bought the station from Richard Branson with the DJ Chris Evans, and they sold the business to the highest bidder, without much caring who it was. It turned out to be a Scottish PLC.

A couple of years later, burnt out, he took a call from a friend asking what he was doing.

“Not a lot, really.”

A small tech company had run out of money and needed a chairman. It was Shazam, which Apple eventually bought.

LETTING GO

Great founders, John said, rightly look inwards and downwards.

“Great strategic chief executives are looking upwards and outwards.”

The only way to do that, he said, is to have enough people behind you that you trust. And when a business grows, the founder’s world changes. Up to twenty or thirty staff, you know everybody, because you have all rolled your sleeves up in the same lightless office.

“You know their hopes and fears. You know their family. You know their dog’s name.”

Then it reaches a hundred. “You get into the lift and you go, now, I know this person works here. I think I know the department. I don’t know their name.”

They know exactly who you are.

It is a different mindset, he said, and it means doing things a different way.

Angie coached chief executives on strategy long before she had to become one herself.

“I was one of those awful facilitators that talked about it and didn’t ever do it.”

Three years before the sale, her advisers helped her spot the two parts of the firm that could be gold in terms of scale and saleability. These were the areas the firm focused on – and it paid off. They also advised her not to be seen as the face of the firm. She stepped back and became more of an enabler.

She is a huge advocate of getting outside advice early. Angie now helps other founders get clear on what it will take to reach an exit they are happy with.

WHAT IS IT WORTH?

Have the business properly valued, regularly, Angie said. Don’t work it out on the back of a cigarette packet and allow yourselves to talk it up. Always ask: “Who will actually buy our business?”

Buyers pay for a strong, deep management team, John said, not a rock-star chief executive.

Angie added repeat revenue. If you are knocking on doors selling a widget, find a way to sell it again and again – to the same company. You may need to pivot to do this, but keep looking for the route.

DEAL FATIGUE

A sale is long enough to exhaust the people running it, and the business has to keep growing throughout. If the figures slip, the price gets looked at again. John has seen a buyer slow a deal on purpose to find out.

Angie survived because she had built a structure in advance. She hired a chief operating officer two years out, on a salary she could only just justify, and her co-founder came back to handle due diligence.

“I’m not sure we would have survived without that structure.”

The leverage on earn-outs is won before the deal is signed. With more than one bidder at the table, John was in a position to insist on an earn-out tied to time rather than performance; otherwise, his buyer’s accountants would have been running his business.

Even so, it felt like prison.

“You scratch the days on the wall.”

He wasn’t counting, he said, but he had a year, 47 minutes and 30 seconds to go.

Angie’s warning was that, whatever the contract says, the landscape is likely to shift after the sale. You may have spoken about marketing remaining the same, or the team being left intact, but things change on both sides. As part of a larger organisation, you may simply have to live with that.

She works with one organisation that leaves its acquired businesses alone for the duration of their earn-out. Only then does integration happen. There are merits – and potential disaster areas – in both approaches.

Founders can end up with what John called an annoying amount of money: enough to pay off the mortgage and the school fees, with a little surplus, but not enough to stop working. Being clear about what the earn-out period will look like, financially and emotionally, is key.

Another tip before you sign: look at the businesses your buyer has already bought and count how many of their chief executives are still there eighteen months later.

WHO AM I NOW?

Adam recalled a founder who had sold his business for a fortune but kept CCTV of the factory running at his house nearby. Asked why, he said: “It’s my factory.”

It wasn’t.

Asked what he would do instead, he didn’t know. It took Adam a long time to get out of him what he really wanted, which was to keep cows.

Letting go is one thing. Knowing what you want instead is another.

After building the business for 25 years, what unsettled Angie most was seeing the money in her bank – more money than she, her family or her friends had ever had access to. She is only now getting to grips with having the security and luxuries that come post-sale.

“I still don’t have a designer bag or a diamond,” she said.

And she is still working, although not on the same scale. She tried to retire, but stopping has never come easily. She puts it down to where she comes from.

“You can take the girl out of the council house. You won’t get the council house out of the girl.”

PLAN BEFORE THE MONEY LANDS

This is where better pre-planning would have been helpful – and leaving the money alone for two years would be Angie’s advice.

John’s parents ran a pub in West Sussex and never had any money. The impostor syndrome, he said, has never left him. Lottery winners drift back to the temperament they had before. There are only so many houses and cars you can buy. You wake up the same person every morning.

His answer is a mentor who has been through it.

“I would say this, wouldn’t I?” he added, being one. “It’s not therapy, but it’s close.”

Both wish they had taken more time to decide what came next.

“I’m still thinking about that,” Angie said.

“Me too,” said John.

FROM THE FLOOR

One founder thanked them for a happy ending, then asked about the nights at three in the morning, when the money is running out and you might lose everything. What keeps you going?

“Fear,” said John.

He had a large mortgage, four young children and the prospect of failing on the front pages.

He has had his failures too. He and a friend once tried to recruit Greg Jackson, now of Octopus Energy, as a third founder for a start-up. Jackson told them it would never work. They told him he was wrong.

He wasn’t.

Another guest had also refused outside investment, like Angie, and asked whether it put buyers off.

“Some and some,” said Angie.

You may be seen as cautious, she said. But founders who have taken investment often talk in far bigger numbers and still take home the same amount. They spend years answering to investors. She and her co-founder never did.

On the other hand, Angie and her co-founder also had to manage without the advice those investors can often bring. She explained that her personal network often acted in that capacity. Making friends with people cleverer than yourself is a great tip.

On sharing equity, John said Shazam gave shares to everyone, including the receptionist. It did little to motivate at junior levels, but worked for strong managers just below the board.

Asked for one piece of advice, John began: “Apart from getting a great adviser…”

Angie agreed. And added: “What’s your exit plan? Know what your business is worth and don’t con yourself about it. Find someone who will push back and ask: ‘Yes, but is it really? And who the hell is going to buy it?’”

Otherwise, you’ll be a busy fool for the next ten years.

John’s advice was that timing is everything – and never entirely in your control. And don’t think only about the cheque.

Your life goes on.