Startup Acquisition Stories w/ Ramzey Nassar- Co-Founder & CEO at Prolific Media

Ramzey Nassar had his eCommerce business called Soil and Clay Acquire’d. Hear how he navigated the acquisition process and what tips he has for other sellers looking to do the same.

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Transcription-

Andrew Gazdecki:
All right. I am with Ramzey who recently got Acquired for a pretty significant amount. We were just chatting before we started recording Ramsey. Thanks so much for joining the podcast.

Ramzey Nassar:
Thank you for having me. It’s a pleasure.

Andrew Gazdecki:
So Soil and Clay, do you want to maybe tell people a little bit about what the company was and what it did?

Ramzey Nassar:
Yeah, so Soil and Clay is an online house plant website. So we ship healthy and happy mature house plants from our greenhouse to your door, essentially. When we started it in right around October 2020.

Andrew Gazdecki:
Nice. And it sounded like you scaled it up pretty fast looking at the revenue numbers.

Ramzey Nassar:
Yeah, it was definitely an interesting startup. This was like my seventh startup that I’ve had, meanwhile I was running our direct response advertising agency full time. And I basically had to figure out how to ship live goods in the dead of winter, in Chicago, at a greenhouse one and a half hours away from my house in the city. So, after we kind of saw initial success, we had to scale it up. Long story short, we had like tens of thousands of orders and we had to ship it all within a three to four month period.

Andrew Gazdecki:
Oh damn.

Ramzey Nassar:
And we knew nothing about live goods or horticulture prior to, so it was definitely a learning curve, but it was really fun.

Andrew Gazdecki:
Yeah. I love the business and it just goes to show you… I mean, the exit seemed to be a good one for you. So I’m happy with that and just how simple of a website or service it was and the traction you got so quickly. It’s one of those… There’s so much opportunity with startups and just finding like such a unique niche I think is awesome. So, congrats on all that. So fast forward a little bit, you launched a business, you reach a point of scale, what made you decide to potentially sell the business?

Ramzey Nassar:
So I was doing this while growing my primary business, 400% year over year, which is our agency. And I also launched four other eCommerce ventures at the same time. So it was really just a bandwidth thing and to scale it to the degree that we kind of envisioned and projected out, I just couldn’t do it by myself or with my team. So we wanted to approach relevant companies with a plan because our plan initially was to raise a series A behind it, but we kind of bootstrapped this thing from the start and it kind of did it by ourselves. So after we realized, “Hey, we’re focusing on our direct response advertising agency,” we decided to sell it or partner and then we went down this journey. That’s when I found out about Acquire after Googling some things. And then we decided this would be the best thing. So we basically built a morphed deck that was kind of like a series A deck, but also an acquisition deck to say, “Here’s our plan and with the right infrastructure and team in place, this is what this thing could do, potentially.”

Andrew Gazdecki:
I like that a lot because a lot of buyers are looking for what would you do with the business if you would continue to run it. So laying out potential growth opportunities for buyers is huge. So nice job on that.

Ramzey Nassar:
Yeah. Yeah. And real quick on that, what we wanted to do was stay involved. So we’re actually still involved in the company. We’re vested into the company and we still run the marketing behind the company.

Andrew Gazdecki:
Nice.

Ramzey Nassar:
So, we got to kind of keep our baby and do it at a greater scale. So I can’t go into all the details, but this is a big… This is a big opportunity and the company that we partnered with that Acquired us has really big goals and is setting up a pretty impressive infrastructure to kind of attain those goals right now.

Andrew Gazdecki:
Right on. So you might get, they call it a second bite of the apple, so to speak. Have you heard that term before?

Ramzey Nassar:
I have, yeah. I hope, yeah.

Andrew Gazdecki:
Yeah. I’m sure you will. So my next question would be you listed on Acquire. Can you walk me through just how that experience went and how’d you find the right… It sounds like you found a perfect buyer. How did you find that person?

Ramzey Nassar:
My initial hypothesis and what I’ve done in my past exit was build a data room. I also emailed you and you were helpful in giving me some guidance. And then I think you connected me to Paul at some point in the journey or maybe post-journey, but kind of followed your content. And then based on what we do, cause we work with a lot of private equity funds and venture capital funds at our agency, so what I learned is everyone builds like a data room, whether they’re raising or selling a company, we built a shared Google drive folder, essentially with, a deck, and this is that kind of morphed version of a fundraising slash buy us deck and the value proposition as to why you should buy us. And the plans, like you said, a lot of the times people just sell it and walk away, but we kind of laid out the plan for them and gave them the vision, which fast tracked the learning curve.

Ramzey Nassar:
So I would say we gave them a year or to leg up versus kind of figuring it out themselves. So yeah, I just built a data room with the necessary financials, the deck, the legal, all the creative assets, the intellectual property, kind of the whole gamut. And then I sent like 250 DMs on LinkedIn and through cold email at the same time while I listed it on Acquire. So I got two really serious inquiries on Acquire and I learned that, with all due respect, it’s not… It’s what you built cause there’s a lot of people that are kind of fishing and learning about different companies on there as well, is that there were some tire kickers that were just inquiring to inquire. But I learned through that process and talking to them and documented repetitive and redundant questions across multiple calls and stuff like that. And it made it easier once I got more serious fish on the hook.

Ramzey Nassar:
So I would say for Acquire, I had two serious inquiries. And then outside of Acquire, I had three serious inquiries. And then I basically gave everyone a timeline as to what my timeline was and said, I have multiple people interested because I did have a couple LOIs, letters of intent on the table.

Andrew Gazdecki:
Nice.

Ramzey Nassar:
And then I flew out to the three people that I was super interested in and just chopped it up and told them here’s what the plan is and they told me what their plan is with it. And basically we talked about the numbers and stuff like that and then it ultimately was my decision to choose who I thought would do the best job with it. So I was fortunate to have multiple bidders or inquiries, serious inquiries, but I kind of positioned it to do that.

Andrew Gazdecki:
Yeah. There’s a good saying if you have, if you have one buyer, you have no buyers, so you always want… And I always say even with tire kickers or people that may not seem qualified to Acquire, treat them like they are potentially the buyer because you never know. And what you want to do in those situations is I always recommend make the buyer perform. What I mean is, you have someone inquire about the business instead of just granting them access, ask a question like, “Hey, do you have experience in this space?” If they don’t respond back, then just ignore them and then if they respond back, second question I recommend is ‘All right, if we get to the finish line, how do you plan to fund this?” And you’re making them perform in terms of how interested are you or are you just trying to look at this business? So I like how you weeded out the people that weren’t interested quickly and were able to find two-

Ramzey Nassar:
I will say though, Andrew, there was a lot of inquiries from Acquire. As soon as I threw it up, I don’t know, you probably have the data on the back end, but there were dozens of inquiries on this.

Andrew Gazdecki:
Yeah.

Ramzey Nassar:
So it kind of weeded itself out as you started asking questions, which you guys also helped me with. I think I shared what I was doing and you kind of gave your advice as well. So, that was also like pretty helpful.

Andrew Gazdecki:
Yeah. That’s where we’re here for, man. It looks like it worked out. I guess my next question would be, and you kind of touched on this is, for others looking to sell their business on Acquire, what’s the one piece of advice you’d give someone?

Ramzey Nassar:
Have your… it’s a good question. I probably have a couple piece of pieces of advice on that one, but I think my first tangible piece of advice would be have your… Kind of have your shit together internally because as soon as you go live, it becomes real and the conversations can happen within the first 24 to 72 hours of listing it. So if you have someone that’s interested, have your templates, if you will, down. So have your first reply down. So I think when people are saying, “I want more info,” I would say, “Great, here’s an NDA, sign it.” And then… I’d say off of that, 50% of the people didn’t even sign it. So off of the jump, I knew that they weren’t… maybe they weren’t serious or they were just kind of looking to grant access to the profile, because I gated it based on your platform by asking them to request access.

Ramzey Nassar:
So that was number one is just kind of seeing who’s serious off the jump and making them sign an NDA. And then the Acquire profile is kind of like… It’s kind of like your LinkedIn, almost, right? It’s the first version of what they see, but it’s not the whole version. It’s the version that peaks someone’s interest is what I learned. And then if you have your data room set up properly and they sign the NDA, then there is no questions about it. What I try to do is just build a data room that allowed for little to no questions. I gave everyone the information up front and it really helped save time. So I would just say long story short, I would say, have your rebuttals and have your replies kind of template it out. I’m not saying stick to it specifically, but have your kind of cadence of communication and your process after someone inquires nailed down.

Andrew Gazdecki:
Yeah, no, I think you kind of hit the nail in the head and we see this a lot and this is usually a pattern… this is a definite pattern when we see across successful acquisitions is just preparation. Actually putting some thought and some time into preparing proper financials, how does marketing work? All the questions that a buyer’s going to ask, if you have it up front, maybe you have it in your head and your idea’s I’ll just share it when someone’s interested, but what that does is it doesn’t really show to a buyer that you’re serious about selling the business and you’ve taken the time to prepare proper data room. I also, right off the jump, asking them to sign an NDA, I think that’s a great move as well and a small-

Ramzey Nassar:
That was definitely a couple… Honestly, now that I’m looking at my Acquire profile, that was after a couple weeks of figuring that out. Because then I learned that people were asking questions and going back and forth, wanting to set up calls. So I did that after. I didn’t do that initially, but I did it relatively quickly after my Acquire profile went live.

Andrew Gazdecki:
Yeah. Another tip I recommend too. And I’ve been seeing a lot of sellers do this is once you create the data room, create a video where you’re just going through it yourself so they can get to know you a little bit, because acquiring businesses isn’t like buying a car where here’s the keys and… There’s a little bit of a relationship aspect. So that’s just-

Ramzey Nassar:
There’s a lot of diligence questions that you could… I love that idea. There’s a lot of diligence questions that you can kind of foreshadow there while just going through the data room. I’m going to do that on my next on, that I’m listing on Acquire

Andrew Gazdecki:
Yeah. And also just being upfront about what you’re looking for. That’s another big question is what’s an ideal outcome? We could have a whole nother conversation about this, but-1

Ramzey Nassar:
I gave a range. Actually that’s a great tip. I gave a range depending on if I was involved moving forward or not.

Andrew Gazdecki:
Yeah. I like that because terms can… Sometimes better terms is better than a higher final sale price. If it’s half seller finance and it’s 20% or 10% extra final sale price compared against all cash up front and you get to fully exit… What are you really trying to maximize? So being flexible on terms, I think that also opens your buyer pool a lot as well. So I like that tip. I guess my last and final question is, you got a ton of stuff going on. Congrats again on the successful acquisition. It sounds like it wasn’t your first, what are you up to now?

Ramzey Nassar:
Well, I have to give kudos to you, Andrew, firstly, because I mean you built an awesome platform and have corralled an amazing buyer network it seems of real aggregators, small family offices, VCs, individuals looking to diversify their income, it seems that there’s a growing list of people that are interested in consuming businesses. So thank you because although I sent like 250 DMs, ultimately the buyer came from Acquire and I just… Yeah, we’re thankful for you and the platform a lot. So appreciate it.

Andrew Gazdecki:
Appreciate that, man.

Ramzey Nassar:
What am I doing? Okay. That’s a loaded question.

Andrew Gazdecki:
What’s the main thing you’re doing?

Ramzey Nassar:
All right. So yeah, I run a direct response advertising agency based in Chicago and Florida. And we are a full funnel advertising and life cycle marketing agency. So we work with a bunch of brands in different verticals running their paid search, Google and Bing, paid Facebook and Instagram ads, TikTok, Snapchat, Pinterest, Taboola Outbrain, all of the ad channels. And then we’re a Klaviyo platinum partner. So we do a lot on the retention and email and SMS side of things. So, that’s my full time job.

Ramzey Nassar:
We spent about a hundred million last year, we have about 550 million in revenue generated since inception, a little over four years. And then kind of on the side of the agency, we have a venture fund. So that’s where Soil and Clay was born, was through our venture fund. So we have seven companies under management. We have one exit thus far, which is Soil and Clay. And we just started it like a year and a half ago, ish. So we own an 80 plus year old candy company called Annabelle’s Candy. We have CPG companies, we have a apparel company, we have a SAS company in there. So we basically invest and, or Acquire and, or incubate brands.

Andrew Gazdecki:
Right on man.

Ramzey Nassar:
But yeah, the operations is in our strength, marketing is so we like to stay on that side of the equation now.

Andrew Gazdecki:
Right on sounds like you got a lot on your plate, man. Well, dude, I’m rooting for you and it sounds like you might have a few acquisitions in your future. If people want to get a hold of you, what’s the best place to reach out?

Ramzey Nassar:
Yeah. My email is ramzey@prolific.media, or you could just reach out to me on LinkedIn. I’m active on Instagram, but yeah, email and LinkedIn is probably the best channel. I’m sure, even with you, you probably get a lot of DMs. So, yeah. I’m happy to help anyone though. I give my time away for free and like you, I’m just here to add value to the community. I believe that if we all help each other out, then there’s something greater that we get in return

Andrew Gazdecki:
Right on man. Well, I’ll put all that in the show notes, but Ramzey, thanks so much for joining me on this podcast and dude, congrats again on the acquisition and I’m excited to see what you do this year.

Ramzey Nassar:
Thank you. And thank you again and thank your team, Andrew. And we’ll do another podcast on the next acquisition here in the next 90 to 120 days.

Andrew Gazdecki:
I’m looking forward to it. All right. Cheers man.

Ramzey Nassar:
All right. Cheers.