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Selected Transaction · Artificial Intelligence

An applied-AI automation company, sold to a strategic acquirer

Five offers, and the loudest was worth a third less than its headline. A structured process let the founders choose on paper, not noise.

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95%
Cash at close
~1/3
Overstatement in the loudest headline
4 mo.
From launch to close
Transaction summary
Sector
Artificial Intelligence · Workflow Automation
Enterprise value
$70M – $90M
Structure
95% cash at close · no stock
Process
Competitive process from inbound demand
Headline value vs. value on paper, indexed to the loudest offer
Loudest headline
100
Same offer, after terms
66
Bid the founders chose
93 · 95% cash
Marked to reality, the loudest headline was worth roughly a third less than its face value. The founders chose stronger paper.
The engagement

The situation

Inbound demand arrived faster than the founders could evaluate it. Over about a year, a string of acquirers approached the business, which automated document-heavy workflows for financial-services clients, and revenue had roughly doubled. The problem was not finding a buyer. It was that a series of informal conversations produced incomparable numbers, the loudest of which came from a public strategic, was repeated often, and was committed to nothing in writing.

What we did

Our first deliverable was not outreach. It was a term-adjusted comparison of the offers already in hand, which showed the loudest headline was worth roughly a third less than its face value once the earnout, the equity priced at an optimistic valuation, and the indemnity exposure were marked to reality. We then ran every bidder against the same purchase agreement so structure could not hide inside a number, and scored final bids on cash at close, certainty, and paper quality rather than the first page of the letter.

The outcome

The winning bid was not the highest headline. It sat several points below the top number, and the founders took it deliberately: ninety-five percent cash at close, a narrow indemnity backed by insurance, no financing condition, and a four-month close. In a hot sector the danger inverts. The risk is not that no one calls. It is that everyone does, and the biggest number gets treated as the best one. Headline price is a marketing device. Terms are the transaction.

“The biggest number in the room was the smallest offer on paper.”
Founder · representative
How the process ran
Triage
A term-adjusted comparison of the offers already in hand, marked to reality.
Process
Existing suitors plus new parties bid against one common purchase agreement.
Scoring
Bids judged on cash at close, certainty, and paper quality, not headline.
Discipline
One strategic refused to bid against a fixed agreement and left the process.
Close
95% cash, a narrow indemnity, no financing condition, four-month close.
What this transaction shows

In a hot sector the risk inverts. It is not that no one calls; it is that everyone does, and the loudest number gets mistaken for the best one. Terms are the transaction.

Details that could identify the company have been altered or withheld. Transaction details are representative of engagements of this type. Quotes are representative. References available to qualified parties under non-disclosure agreement.

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