Fair Market Value (FMV) = $31.5M
This number is derived from:
- hr.com domain: $18M (midpoint of your brokers' $15-20M range)
- HR.com media business: $8.5M (midpoint of your $7-10M estimate)
- My People platform: $5M (based on IP, pipeline, and early traction)
5% x $31.5M = $1,575,000 base commission
This is the cost of getting your assets sold at their fair market value. It covers:
- Full buyer identification and outreach (63 targets already researched)
- Confidential information memorandum preparation
- Management presentation coordination
- Due diligence facilitation
- Negotiation and deal structuring
- 90-120 day process management
If we sell for more than $31.5M, we earn 20% of the amount above that threshold. This is the incentive that aligns us completely with your goal of maximizing price.
Why 20%?
- A flat 5% commission gives your broker no reason to fight for $50M vs. $35M -- the fee difference is only $750K
- The 20% kicker means every dollar above FMV is worth 20 cents to us
- This creates an aggressive, creative broker who will find strategic angles, create competitive tension, and refuse lowball offers
| Scenario | Sale Price | Base (5%) | Kicker (20% above FMV) | Total Fee | Effective Rate |
|---|---|---|---|---|---|
| Domain only at $15M | $15M | $750K | $0 | $750K | 5.0% |
| Domain only at $20M | $20M | $1M | $0 | $1M | 5.0% |
| Media only at $8.5M | $8.5M | $425K | $0 | $425K | 5.0% |
| Scenario | Sale Price | Base (5% up to $31.5M) | Kicker (20% above $31.5M) | Total Fee | Effective Rate | Your Net |
|---|---|---|---|---|---|---|
| Below FMV | $25M | $1.25M | $0 | $1.25M | 5.0% | $23.75M |
| At FMV | $31.5M | $1.575M | $0 | $1.575M | 5.0% | $29.93M |
| Moderate premium | $40M | $1.575M | $1.7M | $3.275M | 8.2% | $36.73M |
| 2022 high match | $45M | $1.575M | $2.7M | $4.275M | 9.5% | $40.73M |
| Strategic premium | $65M | $1.575M | $6.7M | $8.275M | 12.7% | $56.73M |
| Major deal | $100M | $1.575M | $13.7M | $15.275M | 15.3% | $84.73M |
| Exceptional | $150M | $1.575M | $23.7M | $25.275M | 16.9% | $124.73M |
The $31.5M FMV threshold can be adjusted upward if:
1. You confirm revenue is $42.6M+ (per Latka data) -- FMV would increase to ~$65M
2. My People achieves significant client traction during the process
3. Market conditions change materially (e.g., another premium domain sale sets a new floor)
Any adjustment requires mutual written agreement. The FMV can go UP but never DOWN from $31.5M.
You said it best: "Investment bankers take three and a half to 5%."
We're asking for exactly that -- 5% -- on the base transaction. The 20% kicker only activates when we deliver above-market results. If we don't create exceptional value, you pay a market-rate commission. If we do, we share in the upside we created.
The domain broker you're considering wants 10% just for the domain. We'll handle all three assets at 5% base, and only earn more if we materially outperform.
Next Chapter M&A Advisory
Mark DeChant | Ewing Gillaspy | John Kelly