John Nunemaker joins us to share his new thesis for acquiring Rails based SaaS apps. Heâs early days on his next big thing called Very Good Software and recently acquired Fireside, a podcast hosting service started by Dan Benjamin. This comes after many years since Johnâs acquisition of a lifetime of Speakerdeck to GitHub, which laid the foundation for these moves.
John Nunemaker: I think I would do it. I just would have to learn more about how people do that. And even in that, again, that podcast episode about like buying five â I can share the link later, or whatever⌠But itâs like buying five manufacturing companies; in that scenario, that guy was like â they do kind of like a PE model, where basically theyâre like âLook, we come in and we run itâ, and thereâs six partners in the group, and each of those partners will personally guarantee one business. And so right now they have three, guaranteed. And when they do that, they do two things. So one, they charge a management fee to the business based on EBITDA. So they buy businesses that already have good profit margins, they take a slice of that profit margin for everyone whoâs in the management group, and then theyâll also do - whatever, first 8% preferred return, in the event of a sale, goes to the investor, and then after that itâs like split based on equity and all those kinds of things. And they bring in basically different people in every single deal.
So I wouldnât say different people from the standpoint of like âWell, Adamâs in this deal, and Garrettâs in this dealâ, or stuff like that. Itâs more like âWeâve got five people each putting in like 100,000 or 50,000, so now we have 250k, 500k, and then weâre going to personally guarantee, do an SBA loan for the other halfâŚâ
[01:26:13.23] So their debt to whatever ratio is basically like half. Because again, if the business went all the way in half, youâd still be able to run it, which is pretty rare for a business thatâs been around for â they stick to 30, 60, 80 years. 30 plus employees, so they know that all the knowledge is not with one owner in a 10-person company, or things like that. So again, a different scenario here, where we have software and leverage and stuff, and itâs less of less of a concern. But Iâm like, that idea is really fascinating to me.
The group, the six, each have a share in each of the companies they acquire. One of them runs each of the companies they acquire, one of them personally guarantees⌠Not necessarily the one theyâre running. And then they also kind of â for lack of a better word, they shard their investors across all the deals as well, so no investor is heavily invested in one of them. And Iâm like âI actually really liked that model.â I think thatâs sick. Because now theyâre doing the SBA loans, which means they can personally guarantee, but not actually put up the collateral, so you donât run out of collateral and run out of money⌠But I donât know all that financial stuff yet. I havenât done any of that, so Iâm like, Iâm just going to start simple. And Iâm like âLook, Iâve got some friends, they had a little bit of cash too, Iâve got the collateral, letâs put it together, make it look a three to five-year payoff.â If itâs an eight-year payoff and we take more cash out, thatâs fine. Itâs just, ideally, I donât want to have my house on the hook forever. Or maybe I pay off the loan at some point⌠Like, letâs say Box Out does sell, for some reason. Weâre not planning on it now, weâre not talking to anybody, we donât have any interest in that⌠But if somebody came along with the right price, weâd be like âSure.â That happens, now Iâve got some cashflow, so maybe I pay off the loan, get the lien off my house, and then I loan it back to the business at a lower interest rate, or something like that, so that the lien is basically gone from my house, but thereâs still some amount of leverage of using other peopleâs money to make money, which is kind of an interesting concept, I guess. Again, Iâm all a rookie. I donât know any of this stuff. Iâm just flapping the stuff that Iâve been researching for a couple of years, and then heavily for a month or so⌠So I donât know, but thatâs just what I think in my head.