#49 - Bread & Jam Festival LIVE - From Startup to Sold, What it Takes to Exit On Top

27 Jul 2025 · 48 min · 21 chapters

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In short

Live Bread & Jam Summit panel on exit strategies for food and drink founders—how to plan timing, structure deals, build buyer-ready metrics, and avoid deal-killing issues.

Guests (backgrounds)

  • John Stapleton: Founder of New Covent Garden Soup Company (launched 1987; sold ~10 years later), Glencoe Foods (attempted exit failed; went bust), and Little Dish (founded ~2007; sold 2017). Now an investor/angel via Mission Ventures (UK) and Reesdale Foods Fund (Irish VC for food/drink).
  • Anna (co-founder/CEO, Two Chicks): Built egg-based liquid egg white business; launched 2007; sold a majority stake ~3 months before recording.
  • Phil Halesmith: Managing partner at Jolson law firm advising founders from startup to exit; worked on Two Chicks, Biotiful (sold to Müller), and Innocent Drinks (foundation to exit to Coca-Cola; Jamjar Investments; Wild sale).

Key claims & notable examples

  • Typical runway to credible exits: 5–7 years minimum; often 7–8, with a rule of thumb around 8; earlier exits can “leave money on the table.” New Covent Garden and Little Dish were ~10 years.
  • Buyers value revenue quality (repeat purchase, retailer relationships, successful NPD) more than EBITDA; breaking even matters.
  • Deal options: strategic sale (100% or majority stake), private equity sales, and VC secondary transactions (cash to founders plus growth capital).
  • Two Chicks: sale process included running a formal “go to market” process via Clearpoint Corporate Finance after retailer listings and approaches from egg producers.
  • Watch-outs: fix contracts/IP/options early; EMI option schemes can fail if mismanaged; due diligence data-room issues can scupper deals or reduce value.
  • Example of brand/category focus: Innocent’s buyer (Coca-Cola) valued the brand’s fruit-juice leadership more than smoothies, which were a small portion.
  • Example of professionalization: John compares selling a business to selling a house—use boutique corporate finance, legal, tax, and accountants; start relationships years before.

Written by AI. May contain mistakes. Listen to the episode to check what was said.

Chapters

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Panel Introduction

1:23 to 2:09

Introduction of the panelists and their backgrounds in business.

“But today we are talking specifically more about founders and business.”

John Stapleton's Entrepreneurial Journey

2:09 to 4:00

John shares his experiences in founding and exiting multiple businesses.

“And the euphemism is like we had a withdrawal from the market, which means we went bust.”

Anna's Business Insights

4:00 to 5:00

Anna discusses her company Two Chicks and recent exit experience.

“So hopefully I have something to offer of you guys in terms of the topic exit.”

Phil's Expertise on Business Exits

5:00 to 7:14

Phil outlines various exit strategies available to founders.

“Earlier this year, we also worked on the sale of Biotiful to Muller, and that's just this year.”

Anna's Path to Exit

7:31 to 9:05

Anna explains her business plan and the timeline for her exit.

“The people that I'd already spoken to, I gave the heads up to.”

Timing of Business Exits

9:05 to 10:49

Discussion on the typical timeline for exiting a business.

“I mean, Freddie from Weil talked about it when they were raising capital, when you were selling businesses.”

Key Metrics for Business Sale

10:49 to 14:00

John shares essential metrics needed to attract buyers during a sale.

“and you can scale more quickly and there are more routes to market and DTC didn't exist back then, those sort of things.”

Maximizing Value Before Exit

14:00 to 14:58

Learn how to strategically approach growth and market validation before selling your business.

“Grow the top line as much as you possibly can.”

Lessons from Equity Decisions

14:59 to 16:20

Understand the pitfalls of giving away equity early in the business lifecycle and the importance of mentorship.

“So do a little bit and tease it out and demonstrate the opportunity and demonstrate the upside.”

Navigating Market Competition

16:21 to 17:43

Discover strategies for dealing with competitors and maintaining brand strength in the market.

“So I think definitely if you can find an investor who's sold out businesses before or at least scaled them so you have that kind of advice.”
Show all 21 chapters

Evaluating Core Business Metrics

17:44 to 19:08

Learn about key financial metrics investors look for when considering your business for acquisition.

“Yeah I mean that's I suppose that's a really difficult question.”

Preparing for a Successful Sale

19:09 to 23:12

Get insights on the importance of professional advice and preparing your business for sale.

“revenue growth, but seeing how that will then drop, fall through your P &L so that you can see that there is an EBIT multiple that can be supported.”

Engaging with Buyers Early

23:13 to 24:49

Explore the process of engaging potential buyers and ensuring a successful negotiation.

“Get talking to them now and build a relationship.”

Post-Exit Involvement and Strategy

24:50 to 28:00

Understand the implications of your role after selling a business and managing transitions.

The Distractions of Selling a Business

28:00 to 30:00

Learn about the challenges and distractions involved in selling a business.

“the main trailers, the management of the business, didn't need to manage the business going forward.”

Reflections on Past Ventures

30:00 to 34:20

Explore the emotional and practical aspects of seeing your former business thrive after selling.

“You put 10 years of your life into it, of course you have a little bit left behind, even though we sold a long time ago for sure.”

Key Considerations for Business Exits

34:20 to 40:00

Understand the important factors and preparations necessary for a successful business exit.

“And then they think, okay, I've got to put warranties in there, which puts responsibility back on you in case anything blows up on their face three years later.”

Navigating Investment Strategies

40:00 to 42:00

Discover when and how to seek investment while balancing business growth.

“that people will come in at, knowing you're going to raise again and there'll be more dilution, but for all the right reasons.”

Funding Strategies for Startups

42:00 to 44:16

Explore various funding options for startups, including bootstrapping and equity.

“you will have interest from you know angel investors and institutional kind of vcs so long as the growth continues at that scale?”

The Pros and Cons of Crowdfunding

44:16 to 45:53

Discuss the advantages and challenges associated with crowdfunding for businesses.

“you know there's a whole range of financing options out there that certainly at the early stage is worthwhile looking at before giving away too much equity.”

Investment Strategies in Uncertain Times

45:53 to 47:48

Learn how to navigate investments during periods of uncertainty and risk.

“I would love to know what's in your head of a VC right now, because with all the current global economy and situation, I think it's quite hard to take decisions.”
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Transcript

Automatic transcript. May contain errors.

0:00Hello, hello, hello. Welcome to a very special Bread and Jam live panel from last week's Bread and Jam Summit. This was a fantastic panel all about exiting your business and what that entails. What does it look like? What options are there? We had some brilliant audience participation. We dig into the nitty gritty. How long does it take? What process is involved? How do you make your business look attractive? This is with founders, so I do apologize. It's a slight sidestep from the unfounded mentality, but it's really, really worth listening to. to gear up your business and your work and within to see if you ever want to exit one day what that can look like.

0:32Huge thank you to Aztec and the rest of the team at Bread and Jam for getting this audio recorded. It's absolutely brilliant and I really appreciate being able to share this with all of you. So without further ado let's dig into the episode. Are you a founder of the next exciting food and drink round? Are you looking to scale and grow? Well let me introduce you to Mission Kitchen London's home for food and drink entrepreneurs and sponsor of The Unfounders. Mission Kitchen gives you the equipment, support and community to take your business to the next level. With flexible access to commercial kitchens, expert mentorship on site and a network of hundreds of like-minded founders, this could be exactly what your business needs to level up.

1:08If you want to find out more, why not book a tour today at missionkitchen.org forward slash unfounders.

1:23hello everyone thank you for coming into this wonderful talk um before we get started quickly introduce myself so my name is mitch i work for pact we do organic frozen fruit and veg and on the side i also run a podcast called the unfounders so if you're a founder you wouldn't be welcome the podcast is all about employees and celebrating the unsung heroes within your teams so it's all about the Unsung Heroes. But today we are talking specifically more about founders and business. So quick show of hands in the room, who is looking to exit their business in the next 10 years? How about the next five years?

1:56How about the next three years? Okay, so we've got some people ready to go. So what we're going to focus on today, this talk, as you very much know, is all about the exit strategies and things you can do. And let's speak to our lovely panel. Starting with yourself could you please introduce yourself and let everyone know your businesses sure so the name is john stapleton and um i got to go way back to 1987 which is going to predate most people in the room but we set up new covent garden soup company back then and back then no there wasn't any fresh soup it's kind of weird if you think about it fresh soup is everywhere all liquid soup was in a can so we kind of created that category um and then 10 years later sold the business that was the first exit um and then there was a second business called glencoe foods which was based in the States, and it didn't go so well.

2:42We didn't actually exit. We tried to exit, but we couldn't exit. And the euphemism is like we had a withdrawal from the market, which means we went bust. And then Little Dish was the third business set up in 2007, or more or less then, and we exited that in 2017. Nice, happy commercial exit, successful business at the beginning. Nice, happy commercial exit at the end, and in the middle, a failure, which is why I call that summary of my career, my shit sandwich. There's a lot of shit in between. It's a different topic. We'll talk about the shit bit at some other time. But today, I want to talk a little bit more and answer the questions you guys have on the exits.

3:19These days, that was 2017 when we sold Little Dish. So these days, I'm more involved maybe on the other side of the fence. So I've always had investors involved in the business. We almost always had institutional investors, private equity, venture capital, involved at various stages along the business growth. So these days I'm involved myself, either through Mission Ventures here in the UK, through the Reesdale Foods Fund, which is an Irish-based VC fund designed to invest in food and drink businesses in Ireland. I used to be traveling to Fisher Farms for a bit, which is a vertical farm business.

3:50I'm doing a few other things as well. So these days I do a lot of different things. But mostly I'm sort of poacher-turned-gamekeeper from being an entrepreneur before to being more of an investor today. And I do some angel investing as well. So hopefully I have something to offer of you guys in terms of the topic exit. So you don't do much then? No, I try to keep well away from doing anything. I'll just talk about stuff. And Anna? Hi, so I'm Anna, co-founder and CEO of Two Checks. Two Checks brings innovative, egg-based, convenient products to market that we basically wanted ourselves but couldn't find in the market in the UK.

4:26I launched it in 2007 to introduce the first liquid egg white into retail here after I spotted a gap in the market in the US. We actually sold a majority stake and closed the sale three months ago. I'm Phil. Thanks. So I'm Phil Halesmith, managing partner at a law firm called Jolson. We advise founders and entrepreneurs on everything from start-up to exit. Some of the brands that we've worked with, Two Chicks, we helped Anna and her co-founder close that transaction a few months ago. Earlier this year, we also worked on the sale of Biotiful to Muller, and that's just this year. There's been plenty more in the past.

5:05For example, we work with the founders of Innocent Drinks from foundation to exit to Coca-Cola and have been very fortunate to work with their investment fund, Jamjar Investments, on all of their investments recently, including the sale of Wild in terms of one of the keynotes that we spoke about earlier. Brilliant. So yeah, there's going to be lots to unpick in this. But for just top line, Phil, could you just touch on where the kind of exits that businesses can take? Obviously, there's multiple, so just kind of a few options. But we're obviously talking about an exit sale. But is there any other avenues for anyone who's building a business?

5:38Like what, what could the future look like if you go, okay, someday, I want to move away? Yeah, I mean, listen, there's loads of different options. I mean, the traditional one that is quite common in the food and drink space is a full sale to a strategic investor. So we take Biotiful this year. That was 100 % sale to Muller. The deal we did with Anna was a majority stake. So a strategic investor acquiring the majority of the business. But Anna and her co-founder remain invested in driving growth and hopefully receiving some additional consideration in the future. and then other types of exit options so private equity which again can be a sale but also is usually a way to kind of get some money off the table and then continue to invest in the business and grow the business with a an institutional investor and the other one which isn't talked about that much but is venture capital so when you do a venture capital transaction it's becoming more and more common to do what's called a secondary transaction primary is where you take venture capital money and it goes into the business to help you grow quite often if you've been running a business for a little bit of time venture capital quite often recognizes that founders might want to take some cash off the table which is called a secondary transaction so you negotiate a deal where there's cash that goes into the business to grow and then cash that also is paid to some of the shareholders so they're slightly de-risked but then progress to grow the business going forward so we all know that brand is important right but what if i told you it can impact growth and customer acquisition costs by up to 50 against ordinary are a brand agency who help founders, marketing departments, scaling teams ensure their brand is the most powerful tool for growth.

7:13From brand strategy, tone of voice and visual identity to helping you get retail ready with ongoing brand growth retainers. They really are the full circle agency for growing your brand. B and the team are absolutely fantastic. Just imagine what they could do for your brand. So what are you waiting for? See how they can be your grand growth partners at againstordinary.com. Anna, going over to you. Obviously, the business started from a gap you went we really want this product it doesn't exist was an exit or that strategy ever on the cards from day one or is this something that over time you're like oh actually the business is doing really well maybe we could sell this on one day like how how was that journey and when did you first realize and go oh actually like a sale a sale is an option um so when we wrote the business plan back in 2006 we actually always put a sale as the kind of route that we wanted for the business and then of course at that point you know we didn't even know if we could get a product into the market or launch anywhere so of course there was no time frame on that then as we kind of grew and kind of got listed with all of the major retailers and overseas we started to get some approaches all from egg producers basically in Europe so you know within the industry and then we kind of talked to a couple you know at the time we weren't that happy with you know what they kind of wanted to give or we didn't think it was the right time and then we had another approach and then we got to the point where we thought let's run a process so let's you know just go out to market properly Clearpoint Corporate Finance, there's been a few people interested.

8:35The people that I'd already spoken to, I gave the heads up to. And then we kind of went from there, really. And when did the sale actually go through? Did you say this year, was it? Just three months ago, we closed, yeah. So from 2007 to this year, is that, I mean, Phil, coming back to you, is that a standard length of time? I mean, obviously, every business is different, lots of metrics. But for those in the room who are like, yes, I want to sell within three days, three weeks years 10 10 years whatever it is what what kind of would you say is the time scale to make that happen so if the question is what's the usual time scale in terms of when does a business exit there isn't an answer to that because every business is different and the growth metrics are all different the timing is a really key factor in terms of when you think about you know planning for a sale um and market dynamics as well so you know if we go back two or three years consumer was an extremely hot proposition.

9:27I mean, Freddie from Weil talked about it when they were raising capital, when you were selling businesses. So post-COVID in 21, it was completely crazy. You know, businesses were getting sold and funded at crazy multiples. Obviously, cost of living crisis has changed that dynamic, you know, and a lot of investors and a lot of financial institutions are kind of put off consumer a little bit. And so it's slightly harder at the moment. I mean, I would say that you shouldn't really be thinking about an exit before five to seven years when you start a business because actually what you've got to demonstrate you know is your minimum viable product growth and the ability to scale before you can really have credible conversations with investors or strategic buyers around you know can can this product scale internationally is it possible to sort of take over and become a dominant player within the current market you're in and that just doesn't happen in you know before you know four or five years really let me add to that because i think that's exactly right i mean you're closer to what's happening these days five to seven years, five minimum to seven years seems about right.

10:29Back in the old days during New Covent Garden, it was probably eight to ten, because I think you need that time to demonstrate everything you need to demonstrate. In other words, put it the other way around. If you get out sooner, you're probably leaving money on the table. You're probably leaving value on the table. You're probably leaving potential on the table. It takes that amount of time in the food industry, and it has become shorter. Certainly, it's not maybe eight to ten. It can be, but it's seven or eight right now, because things have changed in the marketplace, and you can scale more quickly and there are more routes to market and DTC didn't exist back then, those sort of things.

10:58So I think generally speaking, if you want to really develop and deliver the potential of your business, you need to stick at it for a few years. And my kind of rule of thumb, which doesn't always apply clearly, is eight years. So the two businesses that we exited, New Covent Garden and Little Dish, they were 10 years. Now, they just happened to be 10 years, but they were 10 years for a reason that we kind of figured out, this is probably too early to sell. It's right now, we have to sell. A lot of factors come down to the other side and what's right for them and who the strategic partner is and timing for other reasons.

11:27But I think eight years is a good kind of rule of thumb to say, before then you're leaving money on the table. And after then you can decide what other factors are important to you. Going back to New Covent Garden Soups and building that brand, when you were building up to the exit, what were the kind of things that you needed to demonstrate to the buyer? Is it EBITDA that's important? What are the main kind of key metrics or things that potential buyers are interested in? Is it points of distribution? from a tangible perspective that people listening can kind of take away? Yeah, sure. And if I go back to those days, again, that was 1998, 10 years after we launched.

12:01We did a trade sale or a strategic sale. With Little Lace, we did a private equity sale. But when New Covent Garden was very much selling, we sold to Daniels, who you probably recognize as a major player now. Back then, they doubled in size when they bought New Covent Garden, which was$25 million roughly in revenue. So they were quite small. It was one of their probably second or third acquisitions. and they were on a very aggressive acquisition trail. To answer your question, it was all about revenue. Number one, it wasn't really about EBITDA. I'm not saying EBITDA is important. From an investment point of view, breaking even is really, really important.

12:30It's like night and day. But once you get past them, there's no real incentive to generate a lot of profit because guess what you do? You just pay tax on the profit and really you should be investing all that profit back into growing your top line again, which again is more important. And then you're into, okay, so revenue, but then you're into quality of revenue. And it's like, you know, there's little point in my experience selling a few pallet loads of stuff to Singapore or to Dubai or whatever it is, because that's like one sale. It adds to your revenue, but it's kind of poor quality revenue.

12:57What good quality revenue looks like is repeat purchase. So retails in the UK, established relationships day in, day out, skew additions, a little bit of NPD, but not NPD that doesn't work, which is really obvious. You've got to choose NPD that does work, which then you are perceived to be somebody who knows what they're doing and knows what they're talking about and expanding the category or moving into new categories. The problem is if you do something that's a bit of a stretch and you do NPD that doesn't work, you then perceive to be, well, a failure, right? So stick to anything and go back.

13:28And then when you're trying to get to your multiple conversation, which is revenue times multiple, you've got a much stronger argument to say that I know what I'm doing and I've demonstrated I know what I'm doing, so my multiple can be two times revenue as opposed to one and a half times revenue, those sort of things. So when you're trying to maximize valuation, which is maybe a different question, it's a question of revenue to start with And then what your multiple is. And a lot of factors are at play with that multiple issue. And these days it's different. Going back to, you know, compared to 1998.

13:57But they were the factors we were looking at. Really important. Grow the top line as much as you possibly can. And demonstrate your MPD works. And don't do things that you kind of hope will work. Because if they don't work, it's a black stain in your copy book. You know, it's like, for example, we thought that we could always take New Covent Garden to the continent. We could always export New Covent Garden. but we never did it properly. We did a bit with Delays. We did a bit with Casino in France. We really just played with it to be able to demonstrate there was a market rather than doing it and screwing it up.

14:31That would demonstrate there's no market, right? So we said, you guys come in and you buy us and you can put a lot of your marketing resources, not just money, but experience behind this and take it to the continent, right? And that is a value-added approach. But pay tomorrow's price today because we could do it ourselves. We had no intention of doing it ourselves. So if it's something that's a bit of a stretch and you think you might get it wrong, if you're in year eight or year nine or year ten, I would say take the conservative approach and don't do it because you might just fuck it up and then that would ruin everything.

14:59So do a little bit and tease it out and demonstrate the opportunity and demonstrate the upside. And make sure you're speaking to a strategic partner. And Anna, coming back to you, in terms of the process you've been through, you said before we came on there was a few things where you got messed around, or things took longer than they should. Now you've kind of gone through the exit. what are some of the learnings and what things would you have changed kind of going oh that wasted a lot of time or money or energy i mean i definitely going back which did affect the exit we at the start we didn't have any money to start up on so we we gave away 20 equity at launch for really not very much money and we had gone for a grant to one of the government councils and i wish and then they kind of said no and we just didn't try again we didn't appeal it so we just did it And we never got that equity back because, and you know, we took a little bit of investment after that kind of over the years, but not since the last 10 years, but not more than below 500k.

15:52The thing was then people get invested themselves. And because it was kind of family and friends, they then were like, oh, waiting for their payout. So you just, that's something I would say never at the very start when your company has no value. So you're basically giving away a ton of equity for no money. I would recommend really trying your hardest not to do that. So I always wished we'd had a kind of mentor and taken an investor that had an active role in the business and had experience of scaling food companies because that was something we really could have done with. And again, another thing, you know, slightly off the point that I would have wished we'd kind of taken on someone as a kind of chairman or something sooner.

16:27And often these people want equity. So I think definitely if you can find an investor who's sold out businesses before or at least scaled them so you have that kind of advice. With the, as part of the sale, obviously with what you were doing at Two Chicks being like liquid egg whites and then as the range expanded, how concerned were you about own label and other kind of players coming into the space that you had? And was that ever part of the conversation or were you able to prove actually as a brand, here's what value we're adding to the category and this is why we're important? Definitely. I mean, when you first launch, no, because until you get to a certain level, they're not even going to try and do own label.

17:01We had a competitor come into the market that was owned by one of the largest UK egg producers, so that was pretty stressful and kind of trashed our pricing and had to recover it, but we kind of managed to outsell them, and that was in three of the major retailers. So we kind of had that. In terms of own label, do all now, which I anticipated. I thought they were always going to be the first, being kind of a premium retailer. We launched into Waitrose. I kind of saw that coming. Yeah, I think it's important. So now that we've sold, we're really focusing on NPD, because, of course, the more you can build up a line of products, the less vulnerable you are the stronger your brand is i think at this point our brand's quite strong in that category so yeah brilliant and i think on that as well like innocent pretty widely known that when that was sold actually they only wanted the smoothie side they didn't want the meal side same with i think bear with yo-yos it was like we just want the yo-yos we're not bothered about all that distraction so phil from from your side in terms of like how important when a brand is looking to sell do the families need to go actually let's have a look at what your your real point of difference is or your real revenue generator is actually an investor may only want that like you might have to detract yourself from the passion around that other product line or that other skew?

18:06Yeah I mean that's I suppose that's a really difficult question. The tricky bit is making sure that the core product range actually is hitting all of those metrics. So you know going back to the question you asked John about is it revenue or EBITDA multiple? Ultimately any investor whether that's financial or strategic is going to want to see that this brand can scale and scale profitably. And so you need to make sure that the core proposition ultimately is going to be that thing that is either going to scale internationally or able to grow through that category and become the category leader in your core markets and then get to a point where your gross margin is generating sufficient percentage that shows that in the future when you get the top line right, that's going to generate profit.

18:50Because ultimately EBITDA isn't a profit number, right? I mean, we all know that. It's actually, you know, it's a calculation that's based on what your P &L looks like. It's not actually profit. So, you know, showing an EBIT number, even if that's not what you're achieving, is really important because ultimately most businesses, you're going to have investors who are going to be looking at your revenue line, revenue growth, but seeing how that will then drop, fall through your P &L so that you can see that there is an EBIT multiple that can be supported. Because, you know, if you get, you know, a revenue multiple that's, let's say, two or three or maybe even four times which you know at the top of the range is probably less achievable right now maybe wild is a different conversation but but ultimately that will always be underpinned by and in the consumer space it's going to probably be hopefully high digit EBITDA multiples so if you're talking nine to twelve that would be the kind of metrics that a super performing business is going to be but ultimately you've got to think what is the core category that we're focusing on.

19:50Innocent's a great example. Actually, when we did that deal, Coke weren't actually that interested in smoothies. Funny enough, they're interested in the brand. And the brand was all about being number one in Europe in fruit juice. And when we did that first deal, yes, they were doing great in smoothies. And yes, they'd started in fruit juice. But actually, the business plan and the trajectory was all about fruit juice. And you look at where they are today, a half a billion pound business, it's all about fruit juice, right? The smoothies, although we all love to drink those smoothies they're actually a very small proportion of what they generate so you know a lot of it funnily enough is you know is the brand strong enough and if we're talking about consumer brands which is a lot of what you know we talk about of a bread and jam the investment in the brand and investment in that category you know because they created a new category but actually then that transitioned over to fruit juice which is not a new category but but the brand was strong enough to be able to do that and that is the magic the secret sauce ultimately just for anyone in the audience who has never heard of EBITDA and that's the first time you've heard it can you just say what that actually means yeah it's earnings before interest for interest tax and appreciation and amortization EBITDA does everyone know that and John coming back to you from you've obviously exited two businesses uh if not more now um but between from the new covent garden exit to then the little dish exit what was there anything that you learned from the first sale to go actually we're not going to do that again we're going to do this slightly different i know you said it's a slightly different way that you exited so was that intentional from the off so i guess the first thing is we were always going to exit any business we set up the intention was to exit so some people say how could you sell your baby and well well the intention always was to sell the baby i'm sorry to to tell you and that that there's a great benefit in that because you know you are going to exit you are going to get out you're it's not going to be a lifestyle business and therefore you can be professional i'm not saying lifestyle business aren't professional, but I think it really is professional.

21:40So what I'd make sure I do is, put it this way, nobody would sell, nobody would dream of selling their house without getting an estate agent involved, right? So typically, if you're selling your business, it's even more valuable than your house. It's the most valuable asset you'll ever sell. So get some professional advice. It sounds really obvious, but you know about your business. You know how to run your business. You know how to grow your business. But you don't have any idea or any clue about selling your business, and you shouldn't. You've never done it until you've done it. So get some professional advice, get some legal advice, get some accountants who are familiar with this category or familiar with startups.

22:12It's critical because it's a completely different set of better criteria, a mature business versus a startup. And the third piece, which is kind of like going back to the point of getting an estate agent, is get a corporate advisor, get some corporate finance advisors, get a boutique, by the way. I wouldn't get the large ones. I'll tell you a story about we actually sold Newcomer Garden twice. It doesn't make sense, but we did actually sell it twice. We engaged with Goldman Sachs back in those days, 1997 or something. And we engaged with them to celebrate. We thought, these are the professional guys.

22:42They know about it. And they were charging a million pounds, which was a lot of money back in those days. And they couldn't sell it. They couldn't sell it for a proper exit price that we thought we would value. Because they weren't. Goldman Sachs are the best in the world. But they don't mean anything about this industry down here, the small-scale industry. We were 25 million euros pounds revenue. So we weren't that tiny, but we're nothing like as big as what Goldman Sachs were used to dealing with. The point about it is get a boutique, small corporate finance advisor who really understands what your business is about.

23:15And get talking to them now as well. Don't wait until you're ready to sell. Get talking to them now and build a relationship. Build a relationship with the legal guys and the accountants as well. But talk to these guys because these guys, the corporate finance advisors, not only will understand your language. It's their job to understand your language. But they'll also know about the strategic guys, and they'll begin to kind of draw lines and say, I see where these guys are coming, and in three years' time, when you might be ready to sell, these guys will be probably over here, and they'll be interested in, guess what?

23:41You. But you need to be more clear about what you are. And so set yourself up for sale without being too obvious about it and without ruining your business. Continue to run your business, but at the same time, be smart about setting yourself up for being visible to those guys who by then will want you because of the following reasons. Now, you won't know that at all. How could you? But it's their job to know that. A boutique corporate finance advisor who is in this scale of space is vital to add a huge amount of value that you'd never dream of. You can be working hard at adding value to your business in the way you'd EBITDA or revenue, whatever it is, NPD and expansion.

24:19And they can add another 20 % just by doing their good job. So it's crazy not to get to work with them. Chemistry is really important because you've got to trust them. That's why you get to know them way ahead of the sale date, like years ahead. Now, now, whatever now is. When you're setting up your business that early, start talking to these guys. Because over time, you need to trust them. They need to trust you. They need to understand you. They need to understand your business. I think that's part of, don't be distracted by it because you've got to run your business. But that's part of getting ready for exit.

24:50And if you always needed to exit, come back to what I said at the beginning, we always did, then you can do that ahead of time back to you in terms of when you're ready to sell but when did you actually start engaging with the final buyer who actually did the the purchase and sold things and how long was that process and like was this someone you've kind of already known and how did that come about because is there like a list when you're like i want to sell it's like how do i find these people yeah so the thing is um we sold to one of our producers so we'd actually been working with them for 10 years the other one was also kind of in the process as were lots of different producers some that I'd had kind of conversations with here and there so yeah we'd you know we'd been engaging with them for a long time we'd actually been talking I'd done some kind of calls with them around the sale as well but then I thought you know we have to kind of do this properly you know we're not in a position to negotiate the right deal and because there were other people that had shown interest we didn't just want to kind of immediately run with them and looking at it now I mean it's really complicated selling and there's no way that the negotiations that then took place we could have negotiated that in the same way yeah I obviously had a lot of contacts and then because arguably we could have said did we need to you know because we ended up selling to one of our producers and with me having these discussions anyway but I think on balance for ourselves as well we needed to go to market we needed to see what people offered and I couldn't have got the deal I got without you know the kind of corporate finance negotiating that and obviously being a few months post sale now what what does your role with two chicks look like have you got a kind of exit strategy to step away from the business completely are you always going to be involved um and then on to you john same kind of questions with your businesses so um we're currently tied in for a minimum of three years so i have some equity left in and that i can you know get out at that point um i always did all the sales for the business so i got us listed everywhere and i don't know why but i kept myself as a point of contact for all these accounts for way too long so when we exited i handed over at about like 20 hand handover meetings and took someone on and then now I'm purely working on new business so that's all I'm going to look at I feel like we need to go into more geographies new products so yeah I'm just going to focus on that as opposed to maintaining any of the accounts that we already have is there is there like revenue targets kind of attributed to that exit or is it kind of at when you hit three years that's it like thank you we'll we'll take that from you I think we'll have the option to stay on and yeah there's there's a way it's calculated that is already laid out you know at the point of sale and then john yeah for for you with new cover garden soup little dish do you have any involvement with those anymore no and it was different uh from what you described and for us i mean in both cases actually i mean you come and garden soup company was a straight sale we were none of us in the business were in any way interested in carrying forward so we said we were going to structure the deal in a way and it was easy to do it in the end because we were talking to somebody who knew that anyway that we're not going to run the business going forward but i think you can only do that if you've got strength and depth in your team now we we we we We were running a 10-year business.

27:47We had two factories. We were manufacturing ourselves. We had a lot of middle management, a lot of senior management out of necessity. That allowed us to be able to make the claim and actually deliver on the claim that we, the owners of the business, the main trailers, the management of the business, didn't need to manage the business going forward. We could hand it over to these other guys who were in the picture and had been running the business, frankly, for a couple of years already by then. And by the way, the other thing is to mention, it's quite a distraction selling your business. Even if you've got these professional advisors around you, it's a great distraction.

28:19And you could easily, which is what happened, by the way, in the States, but that's a different story. You could easily get distracted to the point of not really doing your business justice. So what happened at Newcombe Garden Soup Company, and I guess a little list to a certain extent too, was that we had strength and depth in both management teams. They would run the business and we would sell the business. I think that's important. But no, we were setting to get out completely. That's what we did at Newcombe Garden. And then I went to the States with a little dish. It was slightly different.

28:45We sold to a U.S. private investor, and my business partner actually stayed in, but everybody else got out. And so that business is now owned by the U.S. private equity player, plus my business partner at the time. So basically you can make this up any way you want. As long as you get good advice, accountancy advice, legal advice, tax advice, all the rest of it, but you can figure out what your own justifications are and wishes are and lifestyle choices are. And if you want to get out, then you can figure a way to get out. you might need to stay longer than you wish to get out cleanly you know there are lots of different ways to do this i think and my experience is that you just need to know what you want which is difficult enough to figure out because you're busy running your business and it's taking all the energy that you possibly can find and muster into your business it's often difficult to think what you want strangely but yeah that's how it worked out for us on both counts the middle business it didn't work out at all so that's another story and what's it like now seeing like your Covent Garden Soup or Little Dish and what they're doing is there anything like you see and go like that hits me or like oh I love what they're doing is it it must be an interesting feeling something that you've built and then sold and then are no longer involved with to then I don't know if anyone else spotted all the Little Dish adverts on the way here they were all over the tube and to think oh yeah that was that was my baby yeah having having said that we were always going to sell our baby it sounds like you know very detached and it was but actually I showed your picture on my phone i was in saintry just last week and there was a it was a chilled ready meal side of section and on the top was little dish and there's a whole bunch of stuff in the middle and the bottom of this new coven garden suit so i thought it was a an excellent little 360 of of uh 25 years just like that but yeah of course i take interest in i'm i'm one of these people who used to you know 10 years after selling new coven garden okay it was an estate even when coming back i still rearrange the the fixture you know i go in and oh let's turn it around stupid but you know you can't help it um and and it's great as well seeing little dish very much more mainstream than ever before i would say in terms of uh the ads on on on underground since i've left and since we've sold 2017 there's been a huge number of changes and the packaging has changed and design has changed and oh all right this is new i didn't know that you know that kind of thing so yeah i mean julia my wife thinks i'm crazy we're going let's go into waitressing and have a look around no we're not good we'll take 45 minutes and you'll just want to know and leave So there's a bit of that for sure.

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31:00But yeah, you can't help it. You put 10 years of your life into it, of course you have a little bit left behind, even though we sold a long time ago for sure. And Phil, is there any kind of big watch outs or things that either you've tried to help a brand sell that hasn't gone through and there's been a kind of reoccurring theme or anything that if brands are looking to kind of get that exit, things that might be barriers or reasons for a business or a sale not to go through. obviously I guess COVID could also throw a spanner in the works and those kind of things. Yeah I mean there's loads I mean the list is kind of endless in terms of stuff you can get wrong.

31:35The classic watchouts I think are things like incentive schemes so if you think about options getting those right especially if you if you're running a small business today in the UK there is a great scheme called enterprise management investment so EMI schemes they're really great tax-advantaged, HMRC-backed schemes for employees to have options in the business. The problem is that they're relatively complicated to get right, and there are lots of platforms out there that say they will help, and they don't give you proper advice, and actually you've got to get it right. If you get it wrong, all of those tax-based advantages disappear for those employees, and they end up basically paying income tax on what should have been capital gains tax options.

32:17So I've seen loads of examples of things like that going wrong. What you probably need to do is think about getting the right advice early enough to make sure that if you have got it wrong to start with, you can fix it. So, you know, the time period for preparation for sale, you know, we worked together. There wasn't those sorts of issues, but, you know, it's still a year's worth of work to get from the point of thinking about doing something, going through an initial kind of review, checking, you know, contracts are in order, IP, option schemes, those sorts of things, as well as sort of engaging with advisors.

32:50And then hopefully by the time you actually get it, because the problem is once you're into a DD due diligence process, so you've got lots of investors or acquirers who are thinking about buying, you set up this very complicated data room that's got all of your contracts in, they all review it as part of their advanced due diligence before they actually acquire. If there are problems in there and those problems turn out to be value points, that can scupper a deal. So you kind of need to get ready beforehand and fixing it on the hoof is just not an issue. So the key learning is, I think, trying to start planning early enough, make sure that that stuff has been reviewed, because if you're in the meet or the midst of a transaction with a process and a timetable, you don't have time to fix it.

33:31And it either kills the deal or is very value destructive. And the same applies for contracts. You know, the food industry is a brilliant example of people saying we don't do contracts. exactly home manufacturing agreements supply agreements are fundamental if you're thinking about how you scale this business and so those are really really important to get right and and you know if you don't get what the right start with at least having the time to fix them before you get into a process is really important and that's why by the way you get somebody like him who's done it before is seriously you get legal advice from a company that's used to dealing with startups used to dealing with due diligence used to dealing with small guys we're all small guys First of all, a deal can be scuppered, but it can reduce the value, or they'll pile in loads of warranties because they're unsure or uncertain that you've got clarity in what you say you know, in what you know what you say.

34:20And then they think, okay, I've got to put warranties in there, which puts responsibility back on you in case anything blows up on their face three years later. That sort of thing happens. And you want to avoid all that. If you sell, you walk away, or you've got very clear responsibilities of what you do. So it's important to get the advice from the people who legal, tax and corporate and accountancy advice from people who've been businesses who have supported deals of a similar nature. It doesn't always have to be the food and drink space, but I'd recommend it. But startups and dealing with large corporates who have a different perspective on what's important.

34:49So I just want to add that in my experience, it's very expensive, but the fees are well worth it. So I think there's going to be a lot of questions. So we'll open up the questions to the floor now. Hi, everybody. I'm Shadi, the founder of Persian Kitchen. I just wanted your advice on kind of building in that future-proofing when we're still, well, when I'm still at the very early ages of running my business, when I'm cross-category. So I sell a range of chilled dips. They're in Bailey and Sage and other kind of, you know, nice, bougie-esque outlets. And in addition, I sell ice cream. And so completely different.

35:20It's like two businesses in one. And maybe there'll be NPD in other categories. And it's because the business, it's not focused on a specific product. It's on a world cuisine. It's on Persian and Middle Eastern food. So, of course, we are cross category. So I can imagine that would be quite annoying, actually, for a buyer. It wouldn't be a clear cut thing just buying one category. They're buying, you know, many businesses within one. So how do you, you know, think I should go about scaling and growing the business, building in that future proofing with a plan to maybe exit one day? And let's just assume that, you know, some of the categories stick around and do really well.

35:53Of course, some, you know, won't. But let's say two, there are two strong categories that I'm working with. Thanks. Is that me? So, I mean, I think it's a really difficult question. There obviously you could split the businesses, but it's too early to think about that, right? I mean, if the proposition is, you know, a geographical location in terms of, you know, the authenticity of the brand and the produce, then it does make sense to kind of keep having different categories with that overarching kind of brand identity. The issue ultimately is supply chain and complexity. and that's the issue that you're going to come across when you're going to get investor discussions or sales discussions is you're basically going to have a very, very, you've got chilled and you're frozen so both supply chains are relatively complicated, shelf life issues on one, not on the other so you're going to have to have a buyer who is sophisticated enough to actually understand that and it can be an impediment.

36:46So I think you're alive to that already but I think you've got to see how both grow and it could be that you structure the business if you're thinking about you know one area is taking off and one's not as much you could split them and then look to you know maybe do an exit on one part and not the other but you don't necessarily need to do that before you do a deal you could have some of those conversations with investors because ultimately that you know that the investor and the potential strategic buyer is going to have a very significant view but but going back to the point that john made a lot of that is also going to be around getting the right advice at the right time.

37:22We're thinking about some of the corporate finance advisors who will say, well, you know, in this sector with these sorts of products, these are the kind of buyers that we're thinking about. And this is what they're thinking, you know, whether it's two or three or five years out, that's the value that they bring. And usually you can get that advice relatively cheap and free to start with because they're, you know, investing in hopefully you in the future. By the way, my wife is half Persian, so this is very exciting. Hi there. I'm a question for all of you, really. I launched a confectionery brand in January this year, and we're blessed that our first order was just under a million pounds.

37:55So we had to really raise the money, friends, family, you know, in my other business, we took a lot of money out. But then since then, we've taken on home bargains, farm foods, EG, you know, Audi are going to do a special listing. And I find like I'm spending far too much of my time trying to make money versus sales. And the thing is, we haven't given it. Well, my wife, fiance has taken 10%. but we haven't given any equity away in the business just yet. But I don't know really, I'm trying to explain it. I feel like we're going to do around 7, 8 million this year, but I don't know when to get the investment because I'm going to keep giving money or shares away.

38:29That was really the question, if that makes sense, when to go to get some investment and when to get some people on board. Yeah, I think it's the age-old question. I think there's two questions in one there. One is, you know, the advice is don't spend so much money, don't spend so much time running your cap table, spending as much time as you can running your business. and I think that's the point that you're asking but of course I think you need to have an investment strategy at least something in your head which says I've got to raise X now but I'm probably going to need to raise Y if everything goes well not because I'm running out of money, everything goes well I'll raise Z out here so you've got like three raises and put a framework on what you think your investment strategy needs to look like and then make sure that they're spaced out well enough so that there are certain milestones you'll hit along the way so you'll be able to decrease the risk and increase the valuation Otherwise, you might as well raise it all at once, which would be quite crazy.

39:19But the advantage of raising it all at once is you have it all there. You don't need to raise it again so you can focus on your business. So neither is right. I think you need to figure out what your plan is for your business, what milestones you're going to bring into your business. Sounds to me like the second point is you have a high-quality problem. If you're going to hit 7 million this year, I mean, I think crack on and focus on your business. But of course, if you're saying then, okay, I need a chunk of money for working capital purposes, or if you're growing that quickly, you probably do, or marketing or expansion or whatever it is.

39:46They're all good reasons to raise money. You probably have people there ready to invest. Your question then would be valuation. So I think you do need to think about how many times you're going to raise, what the risk is in your business, what milestones you can achieve in the meantime, and how you can justifiably come up at a valuation that people will come in at, knowing you're going to raise again and there'll be more dilution, but for all the right reasons. You'll be a smaller part of a bigger pie. Does that answer your question? It's just under£2 million. so again we've managed to raise 600 ,000 again through friends and family but who do I go to now really today like the problem occurs I'm meeting Tesco next week and and they're really interested in our product Phil will have an answer to this I'm sure it must be better than me but I think what you need to do is not don't worry about equity right now and just do invoice discounting I can solve that cash you got coming in you know in terms of your your debtor book you better sell that easily without giving away anything and if you're if it's a working capital issue then you better you know walk through that way right yeah i mean the the great thing is if you've got the the large retail retailers already placing orders invoice discounting is a really good way of financing that because they're blue chip customers they're going to pay you right they might it might take a long time for them to pay you but they will pay you and so not only do traditional retail banks you know provide that kind of invoice discount discounting finance but actually some of the retailers will be able to make those introductions for you because they you know they will have relationships with some of those retail banks who already do invoice discounting for some of their other suppliers.

41:16Yeah. No, of course not. Well, so I mean, I think there's an element of invoice discounting where you so you the invoice discounting will basically as soon as you've invoiced, you'll be able to draw down effectively 90 percent of that invoice value in terms of debt. So that will help with cash flow funding. And at the same time, if you can build a model that show, you know, if you can at least validate that, build a model that shows that it's invoice discounting and how that plays out and then see if there are any funding gaps and then look at equity funding alongside it so you look at both basically and see how you can do that with a sort of you know and and look at your forecast cash flow model based on i mean you know in the first year doing seven million is extraordinary so well done and you know it's the kind of volume and if it's repeatable volume it's the kind of volume where you will have interest from you know angel investors and institutional kind of vcs so long as the growth continues at that scale?

42:07I was going to say we did invoice discounting really early on as I was saying when we sold it was so frustrating the equity that we'd given away earlier on for honestly not that much money and I got to the point I feel like if you're going to take an investment it almost needs to be a bigger chunk to really make a difference whereby you're suddenly going to you know bring out a ton of new products all at once market them really well if there's any way you can avoid it I would thanks to look at I'll just go quickly on this one I think you're actually right i think a whole range including grants by the way the whole range of sources of money which you could look at but i think we shouldn't all jump at equity to start with so you know in terms of invoices counting or even stock stock funding which is quite expensive but can't can be a way forward proper debt just ordinary debt secured or unsecured isn't much unsecured anymore covid did away with that but the other thing is that if you really want to grow what my great beliefs is that you bootstrap until you know what you're doing and then when you know what you're doing, you go big.

43:01And you are the best person in your business to know what you're doing, right? So you've figured out your playbook. You've figured out the majority of things that can go right and go wrong. And you pull as many levers. And you know, if you pull this lever, that'll happen. So that's kind of, you've worked it out. So bootstrap or use sources of debt to get to that point. And then you need to really invest ahead of the curve. So that's the time to bring in equity. It's still a high risk. You're going to have to do something crazy in terms of underwriting your debt or providing security against some asset against your debt because your risk is so high you're close to your business you still aren't breaking even you know that sort of scenario and that's i think where angel investment in or the types of investment in equity is right but i think there's a whole range you're quite right a whole range of things to do beforehand and then pull the trigger but you do need money quickly you need to invest ahead of the curve so you need to be ready for that i mean the other thing that we haven't talked about at all is crowdfunding you know certainly for consumer facing brands crowdfunding can be an option and again the valuations that you get through crowdfunding ultimately are much higher so you know if you are thinking about you know if you've got a product that that is out there consumers recognize it and you can build a crowdfunding campaign around it a you know it helps build profile but b it's also something to consider as well so i mean there's a whole option you know there's a whole range of financing options out there that certainly at the early stage is worthwhile looking at before giving away too much equity.

44:23That includes debt, includes invoice financing. Traditional debt for a startup is almost impossible, but there are government schemes that will get you started and there are grants that are available. But if you're looking to really scale, you're going to have to look at a combination of invoice discounting and probably angel or VC equity as well. Let me add a word on crowdfunding. I think Phil is absolutely right to bring into the mix. I think it's a two-edged sword. I think it's great in the food industry because the ordinary man and woman in the street knows what food and drink is, so they can relate to the product really easily.

44:57So if you go out with a crowdfunding campaign that says, I have this product, people know what it is. There are other industries that are really kind of intricate details, like in FinTech, for example, it's kind of difficult to explain, although that also works for different reasons for crowdfunding. So food and drink, everybody eats and drinks. So it works from that point of view. People get it. On the other side, though, I think there's a risk. You get a very, very long tail. And some of those guys say they manage it for you, and they really don't, in my experience. You know, a very long tail of shareholders are difficult to manage with crazy expectations because the valuation hasn't been really understood.

45:29And they're not very sophisticated investors. And I'm not saying you shouldn't crowdfund, but I think you should go into this with your eyes open, that it can have its downsides. And I've seen, not in the business I've set myself because it didn't exist in those days, but in businesses that I'm involved with since then, as an investor or as an advisor or as a mentor, We cover process all the time. We have crowdfunded, but we've also seen the downsides. So I think yes, but watch out. I think it's one final quick question. Yeah, very quick. Thank you. I would love to know what's in your head of a VC right now, because with all the current global economy and situation, I think it's quite hard to take decisions.

46:02So are you slowing down the investment, or you just think that all the actors you are considering to invest in, like food and food supplement, for example, we are all playing with the same rules, and you have money to invest, so you will do despite what is going on over the next few months john can i just can you just rephrase that i didn't quite understand i understood what you're saying but first the question with the global situation are you slowing down investment or you know that world will be like this and you still have to invest money and whatever is happening you see apologies that's a great question i tend to believe that there's no time at the present and you should always buy when you're down here the problem is usually you recognize that the market was down here when it's up here now and you look shit i should have invested back there i think you know you were surrounded by uncertainty and i think there's a perception that uncertainty has been even never more uncertain than there is right now going way back to covid and the war and lockdown and also things that have happened since trump you know how uncertain is that but actually i think a lot of interesting opportunities come out of uncertainty with uncertainty comes opportunity and i think that's the essence of an entrepreneur right in eight nine recession the whole plethora of businesses mostly came from the states and airbnb whatsapp a couple of others as well came out of uh the uncertainty that was around that that time people losing their jobs they had time on their hands they said oh i'll set up a business a whole bunch of things happened uh uncertainty is not a reason not to do things in fact i would say personally high risk but i love high risk wouldn't be here otherwise but take advantage of that and turn that uncertainty into a competitive advantage So I would say not all investors think like this necessarily, but if you find a good entrepreneur with a good idea at a time of uncertainty, that's the magic combination.

47:44That's the time to invest and have the courage of your convictions and get behind that. Now, it's easy to say that. A do it is a bit different, but that's what I think the essence of entrepreneurship really is. I think we could have kept chatting for like another hour, but that's all we've got time for. So please give our panelists a big round of applause. And our wonderful host, a big round of applause. Yeah, the next talk will be at 2.30. so you've got a quick drink, toilet break.

From the publisher

This episode is a raw & honest look at what it takes to build, and then exit your business.

Recorded live at Bread & Jam (Thanks to Aztec) this panel was with:

🐣 Anna Richey - Two Chicks 

🍲 John B Stapleton - Ex New Covent Garden Soup Co / Little Dish 

👨‍⚖️ Phil Hails-Smith - Joelson | B Corp

Sharing the highs, lows, ins and outs of building and finally existing a brand.

I’d love to hear what you think of this one - personally I LOVED it!

As always thanks to our fantastic sponsor ⁠Mission Kitchen!⁠

If you're a chef, baker of food brand looking to grow, then head on over to book a tour at their site in Nine Elms, London today.

Also if you want to build a brand consumers love, you NEED to speak with my incredible new sponsor ⁠Against Ordinary⁠ - the masterminds behind my gorgeous new rebrand.

They also have a 5-Minute Brand Test to help you uncover what’s working, what’s holding you back, and where your untapped potential lies. Give the ⁠Brand Scorecard⁠ a go today!

Check out the ever growing ⁠⁠Unfounders Song Selection ⁠⁠playlist on Spotify.... it's WILD.

Ps - Have you got a guest you'd love to hear from? Submit a guest request form on our website ⁠⁠⁠⁠⁠here⁠⁠⁠⁠⁠.

Intro by Free Flowin' from ⁠⁠⁠Uppbeat⁠⁠

Music from #Uppbeat (free for Creators!):

https://uppbeat.io/t/hey-pluto/nod-your-head

Chapters

00:00: Panel Introductions and Backgrounds

01:14: Understanding Exit Strategies

01:53: The Journey to Exit: Anna's Experience

02:18: New Chapter

02:47: Timing Your Exit

05:33: Key Metrics for Successful Exits

08:59: Lessons Learned from the Exit Process

11:29: The Importance of Brand Differentiation

14:30: Advice for Future Exits

18:55: Post-Exit Involvement and Future Plans

23:04: Challenges and Watch Outs in Exiting

26:57: Audience Q&A: Insights and Advice

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