At ETMA’s upcoming conference in Clearwater, Florida, a candid fireside conversation brings together Mark Gaeto of Falcon Capital, and Chris Cannon, founder of Cannon Group, now part of Bridgepointe. The topic is one every founder and operator in enterprise tech eventually faces:
What do you do when an unsolicited offer lands on your desk?
This conversation goes beyond theory. It is grounded in real transaction experience, private equity dynamics, and the operational rigor required to maximize valuation.
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The Reality of an Unsolicited Offer
An unsolicited offer feels validating. It can also be strategically dangerous.
As Mark explains, buyers often arrive with:
- Years of deal experience
- Sophisticated advisory teams
- Deep sector data
- Structured negotiation playbooks
Most founders go through this once. Buyers go through it hundreds of times.
The imbalance is real.
The key insight from the discussion is simple: the first offer is rarely the best offer.
Running a structured, competitive process can significantly improve:
- Valuation multiple
- Deal terms
- Earnout structure
- Long term strategic fit
Falcon’s Three Valuation Drivers
Falcon Capital approaches sell-side representation through three primary levers that directly influence valuation outcomes.
1. Sector Knowledge
Deep industry expertise in enterprise technology, healthcare services, and tech enabled services allows Falcon to:
- Identify the right buyer universe
- Understand valuation benchmarks
- Position the company against sector specific drivers
When buyers know you understand the market as well as they do, negotiation dynamics shift.
2. Exit Engineering
Exit engineering is operational preparation before going to market. This includes:
- Cleaning up financials
- Strengthening reporting discipline
- Addressing operational weaknesses
- Framing the growth narrative clearly
- Structuring the buyout to preserve employees’ careers
Buyers diligence aggressively. Bulletproof numbers create confidence and higher multiples.
3. Structured, Phased Process
A disciplined, multi phase sell-side process creates competitive tension.
Competitive tension:
- Improves pricing
- Strengthens terms
- Enhances strategic fit
Without it, the seller negotiates from a position of weakness.
Chris Cannon’s Journey: From Unsolicited Offer to Structured Exit
Chris Cannon built Cannon Group over decades, serving larger enterprise clients in telecom and IT cost management. An unsolicited offer arrived before he was actively planning a sale.
Rather than rush into a deal, he engaged Falcon to run a formal process.
The result:
- Multiple offers
- Improved deal structure
- A strong private equity backed platform at Bridgepoint
- Alignment for employees and future growth
- A better exit.
Chris emphasizes a key lesson: have your numbers right.
Buyers will probe relentlessly. Diligence requires:
- Clean financial reporting
- Organized operational data
- Weeks and weekends of preparation
Unexpected workload during a sale is common. Preparation reduces chaos.
Earnouts: Where Real Value Is Won or Lost
A significant portion of Chris’s transaction value was tied to an earnout.
Earnouts can:
- Increase effective EBITDA multiples
- Align incentives post-acquisition
- Expand long term value
They can also become sources of tension if poorly structured.
Key insights from the discussion:
- Track earnout metrics from day one
- Understand reporting expectations inside a PE backed company
- Recognize how governance and operational rigor change post-acquisition
Chris tracked his earnout for 36 months. Discipline and clarity mattered.
For founders, understanding earnout mechanics before signing a deal is critical.
Private Equity: Two Very Different Paths
The conversation also highlighted a major distinction:
There is a meaningful difference between:
- Being acquired directly by private equity
- Being acquired by a private equity backed company
The operational expectations, governance, reporting rigor, and lifestyle implications can vary significantly over a three to six year period.
Sophisticated founders evaluate not only price, but future operating environment.
Always Be Ready
One powerful takeaway:
Even if you are not planning to sell, prepare as if you might.
In the current enterprise technology and telecom ecosystem, acquisition activity remains active. If you have not received an unsolicited approach, you may.
Preparation includes:
- Clean financials
- Operational transparency
- Strategic positioning
- Clear growth roadmap
When the knock comes, readiness creates leverage.
Why This Matters for Enterprise Tech Leaders
For leaders in:
- Enterprise Technology Services
- Tech Enabled Professional Services
- Managed Mobility
- Cybersecurity
- ITAD
- Cloud Management
- Utility Management
- Telecom Expense Management
- FinOps and ITFM
Mergers and Acquisitions are no longer rare. It is structural.
Understanding how to:
- Respond to unsolicited offers
- Engineer valuation
- Structure earnouts
- Navigate life inside private equity
Can materially change your personal and enterprise outcome.
Final Thoughts
Valuation is rarely accidental.
It is engineered through preparation, positioning, and process.
The founders who win are not simply the ones who receive offers. They are the ones who structure the environment in which buyers compete.
If you are building in enterprise technology, the conversation around exit strategy should start long before the first offer arrives.
Because when it does, leverage belongs to the prepared.
Join senior executives at the ETMA Conference April 8-10 in Clearwater Florida.
VIP registration is now open: 👉 Learn more and Register Here
- Preview Clearwater experience:
- Learn about Falcon Capital Partners: https://www.falconllc.com
- Learn about Bridgepointe: https://bridgepointetechnologies.com/
