Elizabeth Shea chats with Mark Mills – a serial entrepreneur, exit advisor, and author of Making Your Mark – to unpack the disciplines that turn a promising business into one buyers will compete to own. Drawing on his experience with several exits, Mark challenges founders to ruthlessly examine their business model, build a sales engine capable of winning customers beyond their personal network, and gradually make themselves less essential to daily operations. He also emphasizes the value of creating competitive tension, having a realistic outlook on earnouts, clearing problems before diligence exposes them, and setting a specific exit date and valuation goal rather than relying on a vague three-to-five year plan. His advice aligns with our philosophy at TreeFork: exit readiness isn’t a final step, it’s an ongoing discipline that strengthens the business every day.
Connect with Mark on LinkedIn here or at mark@mark.co.je
Elizabeth Shea (00:43)
Hello, everybody, and welcome to Branching Out. We are so excited to have in our studio today Mark Mills, who joins us from the UK. Hello, Mark.
Mark Mills (00:52)
Hello Elizabeth, thank you for having me on the show.
Elizabeth Shea (00:55)
I'm very excited. I was introduced to Mark just a few weeks ago and I was really interested in the story that he brings to the table. He sold a company for a hundred and seventy-five million pounds in the UK several years ago. He's had several successful exits. So, we're going to hear more about his story and what he provides for founders today in the business that he runs currently. So, Mark, let's start from the beginning. Tell us a little bit about your background and how you got into this business and some of the businesses that you ran along the way.
Mark Mills (01:22)
Sure, so thank you. I was one of those children at school who basically kept spotting opportunities probably slightly ahead of my time. So when I was at school, I was always buying and selling things and trying to, you know, make a buck. And that really just led me into business. And then when I left school, I could have gone to university, but my parents had a horrified look on their face in terms of paying for my education for a number of years.
So basically, I ended up in business and then developed, as I went along, a number of businesses and really sort of started to figure out that a good business model or a great business model makes all the difference. So, I ended up with getting into businesses of my own and then really refining them. And then when I got my own exit or the best ones . . . I did a few sort of practice runs. Basically, people said to me, “so how did you do that?”
So, I've ended up in a business where it's literally born of the fact that I had such a horrible experience when exiting my own business, I thought that there has to be somebody on the side of founders to help them through. And really that's how my business was born, which I do think most great business ideas come from a sort of latent demand where you think, “there's an opportunity there. How can I do that better?” And that's really where I've ended up.
Elizabeth Shea (02:37)
Well, that's a great story, and you're right. I think a lot of founders will find that they're trying to solve a problem that they experienced themselves. So, tell us about some of those things that you went through. Was it just an identity shift? Was it your role in the company after an exit? What are some of the things that really struck you that were challenging?
Mark Mills (02:54)
The main one absolutely was that in the room on the sort of final day of the exit of the fifth business . . . some of the others weren't really that big . . . Basically, I was surrounded by all these advisors who I was paying money to. But sadly, when it came to the sort of price chip at the end that invariably happened . . . So, you get this quiet knock on the door, this is before it was done on teams and zoom, and somebody has been sent in to try and chip you on the price basically.
Then, the problem with that is that all of the advisors around me who I was actually paying couldn't really have cared less because it wasn't going to affect their fee. And I was saying, “well, hang on a minute. This is a lot of money to me.” You know, I still remember the value of a pound. So, what I thought was this is all wrong. Basically I was the only person arguing my corner. So ever since then, I've been in the room with founders and said, “look, I'm the one person in the room who's going to argue with you and keep that price and make sure that we do as well as we can” because sadly, the other advisors won't because they tend to be on sort of fixed fees or very small sort of ratchets.
So, the scars I got from that and also prior to that . . . if I tell you a quick story Elizabeth. So, I had loads of people interested in my business, so I kept talking to people really excited, but what I figured in the end was I wasn't prepared. And therefore, I was never going to get a deal done. So, I sat down with my wife at Christmas one year and said to her, “I'm going to sell the business by this time next year.” And she said, “but you've been talking about this for a while. What's different?” I said, “well, number one” — and this is a really important lesson I think, for founders — “I'm going to tell everybody I'm not for sale. In fact, I wouldn't sell my business for all the tea in China because that's going to build the pressure, the tension, which is good and drive the price.”
And number two, I'm going to be so organized that when I do get a buyer, I can execute the deal really quickly, which is what hadn't happened because it just dragged on before. So I think those are two things as a founder, you can do really well. You can get really prepared and also tell everyone you're not for sale until you're ready. And then you've got a better process.
Elizabeth Shea (05:05)
That's amazing. What a great story. I do think that that's so true when you want to drive a process. You got to create some tension potentially. But the preparation, there cannot be enough said for the preparation. And we talk about that a lot on this show, that you have to be overprepared. And even if you don't decide to sell, at least you'll be a well-run business, right?
Mark Mills (05:23)
Exactly, it's a great point. There is no downside to running your business like a military operation. And one of the tricks for that, I always think, is that you just look at your business all the time. You shouldn't let the tail wag the dog, as we say in the UK. But you should definitely always be thinking, “if I were to sell this business tomorrow, would this decision be a good one or a bad one?” Or, you know, “is the paperwork in order or is this going to cause me more trouble down the line?” And if you run it just with that in the back of your mind all the time, to your point exactly, Elizabeth, you definitely run a better business anyway. So, there's no downside to the prep piece.
Elizabeth Shea (05:59)
Right, right. So, talk about what you experience with the founders that you work with today. You work with a lot of founders helping them prepare themselves, not only for the deal and the transaction, but also post exit. What are some of the things that you feel like they might be missing, or they need to be aware of when they go through this process?
Mark Mills (06:16)
Yeah, well, I've learned the hard way with some founders, and I look back and think, “I definitely needed to do more of the prep on them.” So, I say to people, now we're preparing both the company and the founders. And to give you a real example. I had a lady whose business I sold a number of years ago. It's a long story, but the short version is that she and her husband . . . she had the business and her husband was working for somebody, and they got to an inflection point where one of the other half of them had to give up either work or the business. And they decided to let her carry on with the business and her husband would give up work and look after the children. So, he became a house husband.
Roll it forward a few years, and he became really involved in the business. Roll it forward and we basically sold the business. She got like in dollar terms about just under $40 million. I rang her at home the following day and her husband answered the phone. I said to him, “how do you feel, Jeff?” And he said, “To be honest, Mark, it feels like we've sold one of the children.” I said, “actually, Jeff, I couldn't have got you as much for one of the kids,” but nevermind. And then I spoke to Laura and I realized at this moment that I hadn't really prepared her for the afterlife because she said she spent all of the last evening sitting in bed with a tray on her knee eating beans on toast, sobbing about the loss of her business. And I said, “that's not really what we planned,” anyway, I asked her to check her bank account, and she felt a lot better. But the point is she wasn't ready.
So, what that taught me, you've got to have a plan. Basically, you've got to get the business ready, and you've got to have a plan for the business. You've got to work on yourself and figure out what it's going to look like. But the other thing is to have something that fills the gap. Because as an owner or a founder, you've got all this control, and it's quite interesting as you probably know yourself, Elizabeth. Everybody listening knows running a business is really interesting. You get to make lots of decisions. You can influence things. You can change things. You can do things. You have flexibility and then all that goes literally the day afterwards and that's a big loss to people. So, there's the identity piece — “Mark Mills from Cardpoint PLC” now to just “Mark Mills.” But actually, the bigger one I found is that lack of ability to do things, which are interesting because you're then sitting outside of things looking in.
So, you definitely need to have a plan. You need something that's going to fill that gap that's challenging. Have some time off for sure, but definitely say, “I'm going to do this or I'm going to do that.” And it isn't investing in your friends' businesses because you'll get lots of those offers. And it's not blowing your money on too many silly things. But definitely have a plan to say “what have I always wanted to do? What have I always thought I'd do if I had the time?” and then create a plan around that. So, you go from super busy to something like busy, but in a more relaxed way. But you've got to plan, that's the key.
Elizabeth Shea (09:12)
That is so true. And it's just fascinating. There's a statistic by the Exit Planning Institute that I belong to — and it was a study done with PWC — that 75% of business owners are unhappy and regret selling a year after exiting their business. And that's really a sort of a truth teller because you do need to be thinking about it and doing it with intention. Did you experience that with Card Point?
Mark Mills (09:35)
Yeah, because I thought about it myself and also, I really loved my business, but I wasn't emotional because I've had some other businesses before I always said to people, “it's not a child. It's a business." I'm emotionally attached to it, but not to the same degree.” So, I think I had a bit of a better experience in that respect and also being honest about it. I was really worn out because I've done sort of seven years of ridiculous hours and I was ready to go.
But also, I was definitely in danger of my wife and children not recognizing me. So my thing was when I went home after seven years, I had this fantastic offer, 250 million dollars, 175 million pounds. To my wife, I said, “I know you've not seen me for seven years. I know that the children barely recognize me, but it's all come good. We've had a great offer. We're sort of home and hosed now and we can do whatever we want,” et cetera. And she looked at me and she sort of walked — we're in the kitchen — she walked towards the kitchen window. I thought she's going to say something really profound now that only a wife can about being proud of me, how clever I am, what a great business I've built. And she looked into the garden and she said, “it looks like it's going to rain. Will you bring the washing in?” So, I had a quite a sort of, shuddering stop to proceedings at that moment because it was like, whatever you've done in business, if the washing needs to be brought in, you know, that's one of my jobs.
So, I quickly got over the sort of ego of running a business. But I have to say, after about three weeks, Elizabeth, my wife said to me, “Genuinely, you need to find a job or start a new business because you're driving me mad.” Because I was literally dropping the children at school, going to the gym, and I was home by 10 o'clock, clapping my hands together saying “right, what are we doing today?” And she was like, “well, I'm doing the usual stuff as a mum. And like you're just interfering with the greatest of respect.” So, I was like, yeah, you know what . . . so, I got an office and I decided to set up in business basically, which was a good idea.
Elizabeth Shea (11:32)
That's a great idea. Yeah, so you can impart your wisdom upon others to the extent that you've been through it yourself, which is amazing,
So, you've talked a little bit about the process that a founder might go through. And I've heard you refer to a 40-step process, if that's still sort of your thing. Can you talk a little bit about what's involved in the process? What should a founder expect? Like how much time is invested and what goes into that process that helps the person get out the other side?
Mark Mills OBE DL (11:57)
Yeah, it's a great question. So, the investment in time is just a function of how much money you want for the business. I always say to people, yeah, can sell your business tomorrow for a thousand dollars or a thousand pounds, but you know, that's not probably the value you want for it. I say to people, your expectation should be that this is going to take about 12 months. And there's a reason for that, which is you really need to see through a year because then you see the company in all of the different months. If the seasonality, you know, whatever there is in there, you've got a good idea about it.
Also, what I say about the process — and this really, if there's one thing as a founder listening, I would say to take away from this — if you're ever thinking of either being really successful or simply exiting, you must interrogate your business model ruthlessly. And the reason I say this because most people in business say, “we've got a pretty good model, it works, our customers are happy.” Yeah, but could it be better? Could it be better? 99 times out of 100 people say, “well, it could be better, but . . .” And there's always like a legacy thing to it. And I say to people, the problem with legacy things is they just drag valuation or they make your business more complicated and less profitable.
So, I would say to founders, the thing to do really is to just be genuinely ruthless around your model. Whether you're a lawyer and you're selling your time, whether you're producing things, manufacturing, it doesn't matter. You've just got to make sure your model's right. And the reason is because in due diligence, we're further down the line in the process, it will be discovered if the model isn't great.
The second thing is if you're not doing it already, definitely learn how to sell to strangers. And I always say to “strangers” because a lot of businesses survive on their contacts, existing customers, friends of customers, et cetera. And really to scale a business, you need to be able to sell to people that you've never met before, and you can just sell to and they buy your product or service. That's what big companies who want to buy you are really looking for. I know our US audience are all great at selling, much better than us in the UK. But if you've got a sales engine of a business where you can say, “if we see that many prospects, we'll sell to that many people which will generate this amount of revenue and this amount of profit,” big companies who cannot do this to save their lives absolutely love that piece.
So, if you've got a great model, the ability to sell to strangers — and then to our earlier point Elizabeth, you've done all the prep and you're ready to do a deal — then you can either have a really successful business anyway, or you're definitely going to be able to sell it for premium. And that's really the secret to sell it for strategic value when someone looks at it and says, “that's a great model, they're really good at selling it to people, and they're ready to exit, so it's going to make our lives really easy to do a transaction.” That's the cream on the cake valuation, I would say.
Elizabeth Shea (14:51)
I love that. I love that. So, what types of things do you suggest that founders do in that preparation stage? What do they need to examine or what do they really need to do and uncover if they're being true to themselves?
Mark Mills (15:04)
If they've been true to themselves, that's a big question! Yeah, I mean, they definitely need to make themselves to a large degree redundant. So again, if you're scaling a business and it's still all centered around you, that's really tricky for a buyer to get their mind round. And it's difficult for you to extract yourself from. So, you really have to think about being more of the conductor of the orchestra than trying to play a number of the instruments.
I say to people, it's never perfect delegation. People never do it as well as you because you're the founder after all, and you know the thing inside out. But you're better with sort of 90% of 90% and 81%, which is mathematically what that works out to, as opposed to perfection. 81% of something big is better than 100% of something that's perfect. I say perfection is the enemy of progress. So, what you've got to definitely uncover is where you can delegate more of what you do to other people efficiently and effectively. And therefore, when it comes to an exit, you're going to be in a better place personally and you'll have added value to the business because you'll have more people doing more things towards it. So I think there is a bit of a journey that people need to go on.
And also, you know, literally be honest with yourself and uncover things that you've brushed to one side. So, I sold a business a few years ago and the guy had like all these issues on his desk, and he just kept sort of moving them around his desk. I said to him, “until we get them all off your desk, you're not going to sell the company.” So, we spent six months just dealing with like . . . there was this litigation, there was this employment issue, there was a supply issue, there was a customer issue, there's an office issue, there's a production line issue. And we just sort of worked through them all, which was hard because you don't really go to work in the morning just to tackle all the really difficult stuff. We all like the easy stuff. But actually, when you do that, that's really going to add the most value.
It's sort of, you've got to double down a bit, dig in, be honest with yourself, be honest with the model, delegate, make yourself redundant. And if you do all those things on the back of a great business model and the ability to sell, then I tell you what — and this is 100% the case every time I sold a business — you are such then a rarity, literally people will fight over buying your business. And that drives the valuation and drives the certainty of doing an actual exit.
Elizabeth Shea (17:28)
That's great energy. I love it. I love it. So, let's shift gears a little bit and talk about your business in the UK and what kind of clients you tend to work with because I know you don't work with just UK based companies. So, what's different about the UK or other markets or international markets? Any wisdom you can share if someone is looking for a wider audience than just their own domestic situation?
Mark Mills (17:51)
Sure, yeah. Well, in the UK, everybody wants to get into North America. You know, we see it as the biggest market in the world. It's developed. You guys are great to deal with, trustworthy, et cetera. So if you've got a US business that you can sell into Europe, (A) you're going to get a premium and (B) you're going to be in demand because people want that foothold or sort of landing point in the US. And if you've got that ready-made and if it could be your business can be sort of exported back into the UK or Europe, that is Nirvana.
I say to people all the time, we love selling to US businesses that want to get into Europe, and similarly, we love buying businesses from the US because that gets us into the US. So, I would say to people, broaden the net and also there's a real sort of . . . there's a nice theme across the world which is a lot of companies I sell to are backed already by private equity because those guys, they do buy and build, they go on acquisition trails. Basically, those guys are really international. So, if you have a great business that's got a great model that can sell, et cetera, those private equity guys, they're happy with wherever the companies are based because their thesis is normally by sort of sector than necessarily geography.
So, if you've got a great business in the US, definitely think about selling it into Europe because you will get an appreciation on the price, probably more so than selling it domestically. And you might find it sort of a slightly easier transaction because we're very rigid in how transactions work, but in a good way. So, it is sort very formulaic. As soon as you get into sort of being interested, we go to heads of terms, and we go to the share purchase agreement. It's pretty straightforward stuff and there's a lot of money in Europe looking for a home, particularly with US businesses.
Elizabeth Shea (19:47)
That's good to know. Very interesting. Thank you for sharing that. So, tell me a little bit more about what a founder should expect in the event that they need to stay with a company. How often do you see that first of all? If a founder's expected to stay, either it's an earnout or a seller financing or something like that, how do you how do you coach a founder in that scenario?
Mark Mills (20:06)
Yeah, well, Elizabeth, can I be really honest with you and the audience?
Elizabeth Shea (20:09)
Please. Please.
Mark Mills (20:11)
Okay, so earn outs don't work, right? That's the way to look at them. When you sell a company and there's an earn out involved, basically, the other side are going to do their level best not to pay it to you because they've already bought the business and they don't want to pay again. And that's the truth. But most advisors won't tell you that. And most of us say, “look at this headline price. You know, you're getting $30 million. You get 20 on day one, you can earn another 10 . . . If we do these things and they try and wrap it all up legally . . .” It's a load of nonsense, right? As soon as they've got your business for those 20 million bucks, they don't want to pay you the 10. There's the odd exception of course there is, but statistically, 95% of earnouts don't work.
So, what I say to owners is, we're going to look at the price on the day you do the deal, the money you get on the day after tax and fees is the most important figure. And what we're going to do is we're going to wrap that up so tight legally that no one can ever come back at you. So, you can sleep at night and can spend that money end of. Yes, you're going to play the game and go along with an earn out, but I guarantee you will definitely fall out with the other side, the people you've sold to, after about six months. And I'm not joking. Nearly every owner I've dealt with has fallen out of them because (A) they start to see that they don't want to pay the earn out and (B) they start messing with the business in a way that you wouldn't do if you really truly understood the business.
So, everybody falls out. The bit I'm more concentrated on is number one, the cash on day one. And number two, when, not if, you fall out with the buyer of your company, how do we extract you in the best possible financial way with the least risk? Because that's all you're going to get. And I spend my life saying to owners, don't worry about the earn out. It's the equivalent of a lottery win. That's the chance that you've got of getting it. And don't listen to anyone that tells you, “the earn out's fine, you're bound to get it in rest of it.” It just doesn't work like that. Just go into it with your eyes open. The money on day one is normally the only money you're going to get after tax and fees. Make sure that's sorted legally and then you'll be okay.
Elizabeth Shea (22:14)
That is terrific advice. It's not inconsistent with some other themes that we've heard, which is like the day you sell is the day you leave or whatever the case might be. You know, if you go into it and you haven't been warned or coached then it's hard to really think about that. You may think, “I'll be here for the next three years and I'll make some more money” and the reality is and the sad part is on our season one, we talked to a lot of founders who found that to be the case and they just they weren't there for even half of the time that they had might have might have committed to.
Mark Mills (22:42)
There are versions where you might get equity or loan notes. There are versions that are better than others. But if it's literally, “if you hit this number, you get X,” then believe me, the stars do not line up for you. It's an uphill struggle. Again, to your point there, it's very good, is if you know that going in . . . So, I've got an owner at the moment, and we've got a really good offer headline price, but we're just obsessed with the money on day one because I keep saying to him, “that's all you're going to get.” And he's very happy with that because he understands it. And I think that's the key, really, is just to understand it. Don't listen to the other people who tell you otherwise.
Elizabeth Shea (23:18)
And that's the purpose for this podcast is to help just inform and educate and coach people to a place where they can feel better about the decisions that they're making. Going into it with their eyes wide open. You know, I sold my business and I didn't have my eyes wide open on a lot of things and I had regrets. And so, we're trying to make sure that people don't go into this with regrets in the end.
Mark Mills (23:36)
You're doing a great thing, Elizabeth.
Elizabeth Shea (23:40)
So, we're about at time now. I just wanted to ask if you have any final words of wisdom to drop down to the founders that are listening today.
Mark Mills (23:48)
Just really be proud of what you've built because the thing that also comes across, I find, which definitely drives value is . . . when I deal with founders who are sort of nervous about the process, that pride in what they've built doesn't come across. So, I say to people, when you present your business, because there'll be a point when you're presenting to the buyers, that presentation is really key.
And interestingly, I was in a discussion this morning and everybody really violently agreed with me, and I didn't realize it was such a big thing now. But if you can do a presentation where you've rehearsed it and you get that excitement across to people about your business, and the potential, and the scale, and where you've brought it from, et cetera, then you will get a much better process because your target really is that everybody you present to wants to buy your business on the day.
Most of them will drop off and you only need one anyway. But what you want is when everybody leaves the room, they're more to literally say, “that is a great business.” And the thing is, that's completely on you. So, it's on you to do that knockout presentation. I say to people: rehearse the presentation, make sure it works, make sure it flows accordingly, take advice on how buyers buy things, because there's a way of doing it that works really effectively. And if you do that and you go in proudly, talking about your business and you get that across. That is the scene setter for a great process because you've done the prep, you've got the business model, you've got the accelerated growth because you're selling more to more people. If you then do an absolute knockout presentation, you'll get lots of interest, you'll have a competitive process, you'll drive the price and you'll get it done in a decent timeframe.
And then lastly, if I've got one other piece of advice, if you think of exiting, set a timeframe. So, don't say “in three to five years,” say “by July the 29th, 2029, I'm going to sell for X” and then work back from that. Work out what your profitability needs to be at that point to sell and have an actual day date amount and then reverse-engineer that piece backwards. What I did with my company, we took it out 36 months, said, “month 36 needs to look like this” and we worked it back to today, this month. Then, it was only iterative steps to get that great growth. And that really, it sets your mind off on the right path to meet that date and that amount. So don't have this sort of ethereal, “I'm going to sell in three to five years for millions.” It's too vague. Say “I'm going to sell on the 25th of January 2031, and it's going to be 73 million because . . .” and then work back and you will find you'll be much more likely to achieve that.
Elizabeth Shea (26:32)
It's a great piece of advice and it's goal setting in its finest. I love that. That's a perfect way to end this program. I really appreciate you being on our show. How can people get a hold of you, Mark?
Mark Mills (26:43)
I'm really easy to find Elizabeth. Thank you for asking. So, my domain name is www.markmarc.co.uk. So if you can remember Mark and .co.uk, you can find me. And if you want to email me mark@mark.co.uk. I do get a lot of spam from other people called Mark. And I'm genuinely really happy to have a chat to anybody who's in business thinking of selling or even at an early stage, a Zoom or a Teams call, or when I'm in the US, cup of coffee and just give them some thoughts. I've got a book. I always send people a copy of my book signed and just some hints and tips in there along the way and some stories. But yeah, more than happy to help if anybody wants to chat about their future plans.
Elizabeth Shea (27:28)
That's excellent. Tell me about your book. I did not know about your book, I'm embarrassed to say.
Mark Mills (27:32)
No, no, it's fine. Honestly, it's not exactly a best seller, but I've sold a few. It's on Amazon. It's called Making Your Mark. And basically, it's pretty much, if I'm honest, all the funny things that have happened to me in business and intertwined with my various rules about how to get there. And then being honest, Elizabeth, the last chapter I say to people, “don't read this unless you're like really into business, because you'll be bored to death.” So, I say to people, “it's a cure for insomnia.”
But because I go into a bit of a deep dive about business and business models, because I'm pretty obsessed as you probably can tell from my, you know, “interrogate your business model ruthlessly.” And that last chapter, ironically, most people comment and say, “I really enjoyed that because I really wanted the deep dive.” So yeah, it's a lighthearted read with lots of stories, but interwoven at end of every chapter, there's “try and look at it like this, try and do it like that. That's what's worked for me.”
I know there are different versions, but it tries to sort of make light of the fact that you're in business, it should be fun, but you're going to get challenges. And then at the end, there's a bit of a deeper dive into the sort of technicalities of what to look out for in your model and your business and things like that, particularly if you're going to exit.
Elizabeth Shea (28:45)
I love it. I love it. I will pick up a copy. So, Making your Mark by Mark at mark.co.uk. How's that for a tongue twister?
Mark Mills (28:51)
There's a lot of Marks in there. Listen, if somebody wants a copy, then just ping me an email with their address and I'll pop one in the post. Honestly, I'll mail it to them. I don't mind, honestly.
Elizabeth Shea (29:04)
Excellent. That's terrific. Very generous of you. Thank you for your time. We appreciate you.
Mark Mills (29:08)
I've enjoyed it. Thank you, Elizabeth.