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Jason Kirby

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@JasonKirby

4x Exits | $200M+ Transacted | Helping Founders w/ The Hard Questions Now @ ExitBoard.ai | $100M Exits Podcast Host | MD @Thunder.vc | #GIRLDAD
San Francisco, CA jason-kirby.com Joined January 2009
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Jason Kirby Verified account @JasonKirby
Global M&A is up 28% this year. Every headline calls it a record.

Deal count is down 8%.

57 deals over $10B make up $1.4 trillion of the $3.9T. PwC says strip the megadeals out and value is down 4%.

So a founder at $15M revenue reads "M&A is booming" and figures the timing is great. That stat is about Marvell paying $115B for Lumentum. It is not about your buyer list.

Your market is the one with fewer deals getting done. Price your expectations off that one.

If you've been in a sale process this year, does it feel like a record year to you?
Jason Kirby Verified account @JasonKirby
Salesforce's deal chief says deals rarely die at the last step. They die after price and terms are agreed, in diligence.

Two things he named. Customer churn hiding behind ARR. And security, the one function in Salesforce's 14-part review that can kill a deal on its own. In one case their pen test got into the target's source code and the CEO's laptop.

So the LOI price is the opening bid in a second negotiation. The buyer's team runs it, and you're not in the room.

Founders spend months on the first one. The cohort churn cut and your own pen test report get built after you've already told your team a deal is happening.

Has anyone here run their own pen test before going to market?

x.com/a16z/status/21…
a16z @a16z 3d
John Somorjai of Salesforce on what kills company acquisition deals, from attrition hiding behind ARR to a veto from the security team:

"It's really important that you're ready and you're organized so that the data is flowing and it doesn't look like you're having trouble getting access to data."

"One of the mistakes that a lot of founders are making these days is they focus on one metric alone, which is ARR. And ARR is a wonderful metric, but it masks attrition."

"When you meet with a company that has very high attrition, that usually means that there are a lot of not just unhappy customers, but there might be some product quality issues as well."

"We have 14 functions that we work with on all of our diligence processes, and security is the one function that can hold up the red flag and say, 'I'm killing this deal.'"

"You definitely want to identify the vulnerabilities before we do."

"Nothing goes better in a process when a company is totally buttoned up... But when they don't, that's when, you know, deals can die."

@jsomorjai @aleximm
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Jason Kirby Verified account @JasonKirby
Five9 is buying Level AI for $325M cash. Read the 8-K before you repeat the headline.

That number is "subject to customary adjustments" for Level AI's cash, debt, transaction expenses and net working capital. $325M is the sticker. The wire is a different number, and it gets set after the press release.

Two more lines worth your time. Level AI's holders already delivered written consent, so there is no vote left to lose. And neither side owes a termination fee if it dies by Feb 5, 2027.

Level AI's apps have also been in Five9's marketplace since 2022. The buyer has been selling this product for four years. That's more diligence than any other bidder will ever get.

If your acquirer is already your channel partner, do you still run a process?
Jason Kirby Verified account @JasonKirby
Dropbox is buying Tigris Data for $350M cash. Tigris raised its $25M Series A a year ago.

Read the press release title. "Dropbox Announces Plans to Acquire Tigris Data and Unveils DBX Agent Cloud." One headline. The acquisition is the product launch.

That's what a strategic buyer's deadline looks like. Dropbox reportedly cut 9% of its workforce last month and still found $350M for a storage startup. Cash was never the constraint. The roadmap date was.

If your product is the thing a public company needs live before its next launch, your leverage isn't your ARR. It's their calendar.

Which buyers in your space have a launch they can't hit without you?