A Business Can Be Valuable Without Being Ready to Sell

In 2017, Atlassian agreed to acquire Trello for approximately $425 million—about $360 million in cash, with the remainder in Atlassian shares, restricted stock units and options.  What makes the story interesting is what Trello had built before that transaction.

Trello wasn’t simply a small company with a popular app waiting for someone to buy it. In only five years, it had accumulated more than 19 million registered users across more than 100 countries. Atlassian saw Trello as a collaboration product that could complement its existing tools such as Jira, Confluence and Bitbucket. 

The lesson isn’t that every startup should try to become the next Trello. It is that buyers pay for something they can understand, integrate and continue operating after the acquisition. And that preparation starts long before anyone signs an acquisition agreement.

1. Your Exit Starts Years Before You Sell

Founders often imagine an exit as a single event:

Build → receive offer → sell.

In reality, a successful exit can be the result of years of preparation.

Consider Figma. Adobe announced in 2022 that it had agreed to acquire Figma for approximately $20 billion in cash and stock. Adobe’s announcement highlighted Figma’s collaborative web-based design platform, strong growth, approximately 90% gross margins and positive operating cash flow at the time. 

The proposed transaction itself followed months of negotiations. SEC filings show that Adobe first delivered a non-binding indication of interest in June 2022, followed by negotiations over price, exclusivity, employee retention and other terms before the definitive agreement was announced in September.  The proposed acquisition ultimately did not close: Adobe and Figma ended the transaction in December 2023 after concluding there was no path to regulatory approval. 

That story demonstrates something important: Even a highly valuable company needs to be ready for scrutiny, negotiation and regulatory review. Exit readiness isn’t something you create after receiving an offer. It should be built into the company while you are still running it.

2. What Makes a Business Attractive to Buyers?

A buyer isn’t purchasing yesterday’s sales. They are purchasing the possibility of future value.

Predictable or recurring revenue

Recurring revenue can make future performance easier to understand. Figma is a useful real-world example. When Adobe announced the proposed acquisition, it reported that Figma expected to exceed $400 million in annual recurring revenue (ARR) exiting 2022 and had net dollar retention above 150%. 

This illustrates why buyers pay attention not only to revenue today, but also to the quality and durability of that revenue. Examples of recurring revenue include software subscriptions, maintenance contracts, memberships, retainers & long-term service agreements.

Strong financial records

A buyer needs to trust the numbers. Adobe’s regulatory filings regarding the proposed Figma acquisition included detailed information about the transaction structure, consideration, employee retention awards and other financial terms. That level of documentation is very different from a founder saying: “Don’t worry, the business is profitable. I have the numbers somewhere.”

A serious business should be able to explain:

• Where revenue comes from
• What the major expenses are
• What assets it owns
• What liabilities exist
• How much cash the company generates
• What obligations it has

Clean financial records reduce uncertainty.

Diversified customers

Imagine a company where one customer generates half of the revenue. The company might be profitable—but losing that customer could seriously damage the business. Buyers therefore examine customer concentration and the stability of important relationships.

Trello, for example, had adoption across many types of organizations and more than 19 million registered users in over 100 countries when Atlassian announced the acquisition. The broader lesson is that a business becomes less dependent on any single customer when its value is distributed across a wider customer base.

Strong management

A buyer doesn’t necessarily want a company where the founder must personally solve every problem. A capable management team makes the company easier to operate and transition.

The Adobe-Figma proposal also included approximately 6 million additional restricted stock units for Figma’s CEO and employees, vesting over four years after closing.  That illustrates another reality of acquisitions: People can be part of what the buyer is acquiring.

Defensible products and intellectual property

Sometimes the most valuable thing a buyer wants isn’t the company’s physical assets. It may be its technology, brand, software, patents, data, audience, or intellectual property.

Canva’s acquisition of Affinity in 2024 is a good example. Affinity had built a professional creative software suite used by more than three million creative professionals. Canva described the acquisition as a way to expand its professional design capabilities. 

The buyer wasn’t simply purchasing a website. It was acquiring technology, products, users and a professional creative-software position.

3. Reducing Founder Dependence

One of the biggest risks in a small business is: The founder is the business. Imagine a founder who personally knows every major customer, negotiates with every supplier, approves every payment and knows how every important system works. Selling that company becomes more complicated. A buyer may ask: “What happens if the founder leaves?“

Document processes

Companies such as McDonald’s demonstrate the value of standardized operating procedures at enormous scale. The customer experience isn’t supposed to depend on whether the founder happens to be standing inside a particular restaurant.

Processes are documented, standardized and teachable. For a smaller company, the same principle can apply to sales procedures, hiring, customer support, purchasing, production, accounting & inventory.

Build management

Canva’s acquisition of Affinity brought approximately 90 people into Canva, including the Affinity team.  A company is not only its founder. Its employees, expertise, technology and systems can become part of what makes the company valuable to an acquirer.

Delegate decisions

If every decision requires the founder’s approval, the business has a bottleneck. A scalable organization gives managers authority over clearly defined areas. The objective is simple: The company should be able to make decisions even when the founder isn’t available.

4. Governance & Advisory Structure

As a business grows, informal management becomes increasingly difficult. A company needs records showing:

• What decisions were made
• Who approved them
• Why major decisions were taken
• Who owns what
• What agreements exist

The Figma acquisition process provides a real example of formal governance during a major transaction. SEC filings describe meetings of Figma’s board, discussions with financial and legal advisors, negotiations over the proposed acquisition and the board’s approval of exclusive negotiations with Adobe. That is very different from two founders casually agreeing over a phone call. For a growing business, governance can include:

Formal board

A board provides oversight and makes certain major corporate decisions.

Advisory board

Advisors can bring expertise the internal team doesn’t have.

Board meetings and minutes

Important decisions should be documented.

Clear management structure

Everyone should understand: Who decides? Who approves? Who executes? Who is accountable?

Good governance creates an institutional memory that doesn’t disappear when people leave.

5. Preparing the Due Diligence Data Room

When an acquisition becomes serious, the buyer starts asking questions. Lots of questions. Where is the incorporation certificate? Who owns the trademark? What contracts does the company have? Who owns the software? Are there outstanding loans? Are taxes paid? Who owns the shares? What happens to employees after the acquisition? The answer to these questions should not be: “Let me look through my laptop.” A proper due diligence data room organizes the evidence.

Corporate and legal documents

For example: incorporation documents, shareholder agreements, board resolutions, licenses & corporate registrations.

Cap table

The buyer needs to understand who owns the company. This becomes especially important after multiple rounds of investment.

Financial records

Financial statements, bank information, budgets, forecasts, accounts receivable & accounts payable.

Tax records

Tax returns, tax payments, tax correspondence & relevant assessments.

Contracts

Customer contracts, supplier agreements, distribution agreements & partnership agreements.

Intellectual property

Patents, trademarks, copyrights, software ownership & IP assignments.

Employment documents

Employment contracts, compensation arrangements, benefits & key employee agreements.

The principle is simple: If a buyer needs evidence, you should already know where to find it.

6. How an Acquisition Actually Happens

The Figma-Adobe transaction provides an unusually clear real-world example of how an acquisition can develop.

Indication of Interest

SEC filings show that Adobe delivered a non-binding indication of interest to Figma in June 2022. 

Negotiation

The parties then discussed the proposed price and other terms. Figma’s board considered the proposal and directed negotiations to continue. 

Exclusivity

Figma and Adobe eventually entered into an exclusivity agreement during the negotiations. 

Definitive agreement

On September 15, 2022, Adobe announced the definitive agreement to acquire Figma for approximately $20 billion in cash and stock. 

Regulatory review

The deal subsequently faced regulatory scrutiny. In December 2023, Adobe and Figma terminated the proposed acquisition after concluding that there was no clear path to regulatory approval. 

This is an important reminder: Signing an acquisition agreement does not always mean the transaction will ultimately close.

7. Understanding Different Exit Structures

The buyer doesn’t necessarily pay entirely in cash.

Cash

Atlassian’s acquisition of Trello was approximately $425 million, including approximately $360 million in cash. The remainder consisted of Atlassian equity-related consideration. 

Acquirer stock

Figma’s proposed acquisition by Adobe was structured at approximately 50% cash and 50% Adobe stock. 

This demonstrates why founders should understand not just: “How much is the company worth?” but also: “What exactly am I receiving?”

Earnouts

An earnout links part of the consideration to future performance or other agreed conditions. This can matter when buyer and seller have different expectations about what the business will achieve after closing.

Combination structures

An acquisition can combine cash, stock, earnouts, retention arrangements & other forms of consideration. The headline purchase price therefore isn’t always the complete story.

8. Multi-Market & Cross-Border Considerations

International expansion can create additional complexity. Trello had users in more than 100 countries when Atlassian announced its acquisition. A global business can therefore have to manage issues such as:

Currency

A company selling in multiple currencies may have revenue and expenses exposed to exchange-rate movements.

Supply chain

International businesses may depend on suppliers, manufacturers and logistics networks across different countries.

Tax

Different countries can create different tax obligations.

Regulation

Companies operating internationally may face different rules concerning data, employment, consumer protection, product safety & foreign investment.

Certifications

Products may require different certifications or approvals depending on the market. A company that expands internationally should therefore keep its compliance records organized from the beginning.

9. Hardware vs. Media: What Buyers Look For

Different businesses have different forms of value.

Hardware: DJI

A hardware company such as DJI operates in an environment where manufacturing, components, inventory, distribution and product technology matter enormously. For a hardware acquisition, a buyer may therefore investigate: inventory, manufacturing capacity, supplier relationships, product margins, warranty obligations, distribution, component availability & intellectual property.

A hardware company cannot be evaluated in exactly the same way as a software subscription company.

Media: The Athletic

The Athletic provides a very different example.

The sports-media company was acquired by The New York Times Company in 2022 for approximately $550 million, with the transaction focused on expanding The New York Times’ digital subscription business. For a media business, buyers can be interested in audience, subscriber growth, engagement, content library, brand etc. The important lesson is: The definition of a “valuable asset” changes depending on the business model.

10. A Real Acquisition Timeline: Trello

Instead of using a fictional six-year company, we can look at what actually happened with Trello.

2011 — Trello is founded

Trello began as a project-management and collaboration product.

2012 — Public launch

Trello launched publicly at TechCrunch Disrupt.

2017 — Acquisition

Five years after launch, Atlassian announced the acquisition of Trello for approximately $425 million. At that point, Trello had more than 19 million registered users. 

Why did Atlassian want it?

Atlassian already operated products such as Jira and Confluence. Trello added another collaboration product with a different user experience and a large existing user base. The acquisition therefore wasn’t simply: “Trello made money, so Atlassian bought it.”

It was also about strategic fit. That’s something founders should remember when thinking about an exit. A potential buyer may value your company because of customers, technology, brand, distribution, talent, intellectual property, market position & strategic fit.

11. Final Exit-Readiness Checklist

A founder may never know exactly when an acquisition opportunity will appear. But they can control how prepared the business is when it does. Instead of asking only “How much is my company worth?”, ask these questions: 

Can someone understand our financial position quickly? Financial statements, tax records, cash flows, and forecasts should tell a consistent story. 

Can someone understand who owns the company? The cap table, shareholder agreements, options, and other ownership arrangements should be clear and properly documented. 

Can the company operate without me? If customers, employees, suppliers, and important decisions all depend on the founder, the business may be harder to transfer. 

Can we prove what we claim? Revenue, customer contracts, intellectual property, certifications, employee arrangements, and other important claims should have supporting documentation. 

Would losing one customer seriously hurt us? Customer concentration can expose a buyer to significant risk, so a healthy customer base should not depend excessively on one relationship. 

Do we have people who can run the business? A capable management team makes the transition less dependent on the founder. 

Can we respond quickly to due diligence? If a buyer asks for a contract, financial statement, board resolution, or IP document, the company should know exactly where to find it.

Are there surprises waiting to be discovered? Unresolved legal disputes, unclear IP ownership, undocumented liabilities, tax issues, or poorly recorded transactions can become significant problems during an acquisition.

Ultimately, exit readiness means that the business can withstand close examination without having to rebuild its history at the last minute.

Final Thoughts

An exit is often described as the finish line of entrepreneurship. But the companies that are easiest to sell are usually not built with the sole intention of selling them. They are built to be well-run businesses first.

Trello built a large global user base before Atlassian acquired it. Figma developed a substantial collaborative design platform before Adobe proposed its acquisition. Affinity built professional creative software and a large user community before Canva acquired it.

Each story is different, but they demonstrate a common principle: value is created before the buyer arrives. Good governance, clean financial records, documented processes, strong management, diversified customers, protected intellectual property, and organized records may not feel exciting compared with launching a new product or entering a new market. But these are the foundations that can make a business easier to understand, operate, finance, and eventually transfer. And founders should remember one important distinction: Being ready to sell is not the same as wanting to sell.

A company with strong systems and independent management gives its founder more options. They can continue growing, raise more capital, bring in a strategic partner, or consider an acquisition when the right circumstances arise. That is the real meaning of exit readiness.

Build a business that someone would want to buy—even if you never have to sell it.