About the Company

RetailMeNot, founded in 2006, is the largest online coupon site in the United States.

The Challenge

Since founding, RetailMeNot's revenue and EBITDA have experienced high triple-digit growth. While site traffic growth and monetization were expected to continue, the Founders realized that they needed to hire a CEO and a business development team to capitalize on the immediate market opportunities:

• What percentage of the Company should be sold?
• Given the Company owned 3 other web properties, how would an asset sale of the main coupon site affect the overall business?
• How would investors look at an asset sale and how would this affect the Founders tax implications?
• What are the other options for liquidity?
• Should the Founders remain employed with the go-forward entity?

The Solution

Arbor ran a parallel process producing multiple transactional structures:

• Sell the entire business to a strategic owner of web properties
• Partner with a pure financial buyer (Private Equity)
• Sell the business to a financial buyer with a complementary web property

After generating several bids from various classes of buyers, the Founders monetized a significant majority of their business and partnered with a financial buyer with a complementary web property. This allowed the Founders to focus on web development while the Acquiror built out a business development team.

Arbor Value Add

• Increased original bid by 80% over the ~4 month process
• Created a solution that allowed significant founder liquidity and a shorter earn-out/holdback period
• Developed solutions to complex, cross-border tax and share purchase concerns
• Maximized value for both the Founders and the Acquirer
• Negotiated for largest amount of cash upfront while maintaining a structure agreeable for all parties