Highlights:

• Moving to break-even and managing to rule of 40
• Mapping our market and understanding our value to potential buyers
• Aligning the board and the leadership team to a strategy to recapitalise the business
• Creating optionality through multiple interested parties
• Presenting a clear roadmap to create a market leading business for roll up and organic growth.

In January 2023, Avrios was acquired by Battery Ventures as part of a combined growth-equity investment in two complementary cloud-software companies serving the growing European fleet-management sector, namely Avrios and Vimcar. Avrios was founded in 2015 by Andreas Brenner, Roger Jaggi and Robin Guldener and Jos White from Notion Capital led the Series A round in 2017. Francine Gervazio joined Avrios in 2018, was appointed as CEO in May 2021 and led the business through to the acquisition and is now the CEO of the combined entity.

Tell us about the deal

Battery acquired Avrios and Vimcar, in a deal worth roughly  $200m.  Battery Ventures gave me the opportunity to invest in the new company, which I am delighted about as we have a very exciting opportunity ahead of us and a very clean cap table: Battery Ventures, myself and the two Vimcar co-founders. Battery Ventures can invest more if needed from their latest, $3.8BN funds for acquisitions, but the intention is to grow profitably, generating free cash flow to fund future growth. 

A fifteen year journey.

I’ve been with Avrios for five years, but working in mobility and tech for 15 years. I was a managing director at Rocket Internet for a few years in a crazy business. I tried my own company, which didn’t work out. That was when I moved to Switzerland and I was willing to do anything to get a foot in the door as I didn’t speak German at that time. I started at Avrios as a Customer Success Manager and started to re-shape that team, which today is world class. I took over the sales team in 2020, and we kept delivering the goals, transitioning to a much more efficient product led strategy. That was interesting because it meant restructuring the whole business.  Then when Andreas decided to move to Chairman, he asked me if I would be up for the CEO challenge.  I had to think about it to be honest, because I knew a lot of things would have to change. But I am so pleased I took the chance, because I really enjoyed it and feel comfortable in this role. 

“When I thought about my succession, I wanted to find someone who could not only manage the business where it was at the time. There was potential to grow Avrios at least 10x and more, so I wanted to look for someone who had the intellect, vision and stamina to deliver on this potential. I am proud and grateful that Francine was up for the challenge.” Andreas Brenner, Founder of Avrios and now Founder and CEO of Jua. 

First, get costs under control.

When I took over our EBITDA margin was quite negative, but at the time of the acquisition we were at break-even. That was a big area of focus and a massive transformation in just 18 months. We hadn’t fully validated the go to market strategy, so I didn’t have the confidence to invest in growth. In VC backed businesses there’s the mindset that it's all about hyper growth, but we had to bring people back to reality: we are a small business and we need to be profitable. That was very difficult for some employees but those that stayed got really engaged and were grateful they had a safe environment that they could be part of.  

When I took over we had a very senior and therefore expensive executive team. So the first step was reshaping the exec team and losing a lot of cost. We just didn’t need so many very experienced people. We didn’t need to build for hyper-growth, we needed to be stable and profitable. So we shrank from five C-Level Execs to two. Incredibly it was a voluntary decision from all of them. They understood what was right for the business. 

From sales led to product led.

The second piece of the puzzle was to dramatically improve sales efficiency and move from an expensive sales-led outbound strategy to an efficient inbound product-led strategy. So we reduced outbound sales and focused mostly on inbound deals, driving efficiency in the way that we were closing our customers. We accepted that we would lose some revenue, but we need to focus on efficiency.

Realigned the culture to a new way of working and a new future. 

We also moved our workforce from Switzerland to Germany and then we just kept with the plan. We were very disciplined around what we were doing. That didn’t mean that we were not doing good things for the employees. We put a lot of emphasis on building the culture and educating people on the next steps and planting the seed towards building a company with the right profile for private equity. 

We had big plans. 

Early 2021, the company was in a good position. Cash was under control and we were moving towards break even. We didn’t necessarily have the money to invest in growth, but we knew there was a big opportunity and massive change ahead in our industry. 

Funnily enough I’d been in touch with Battery Ventures since my first month as CEO because I took over in the middle of a fundraising for a bridge round - thanks to Notion Capital and our other investors for supporting us by the way! - and they really helped me to understand what the business needed to look like to be attractive to them.

They expressed their interest but basically said:  “We don't know you yet, you just took over. So show us a little bit more numbers.” So as I grew into the role, I carried on the conversation with them and other firms to understand what they would need and started to shift the company towards meeting those goals and aligning with the board. 

The time was right.

In early 2022, we had decent growth and cash flow was under control, but we needed a big change to move the company forward, back on track to grow towards $100m in revenue. So in May of that year  I communicated with the board my intention to look for a Private Equity led acquisition (after receiving an offer from another party), plus a possible merger to create a much larger business. 

I had never done an exit before, but I ran a workshop with Notion Capital, together with Ian Milbourn, Ed Barrow and you,  which gave me real clarity and I remember you saying that most execs will only ever do one or two of these in their career and you are selling to people who buy companies for a living so there is a lot to learn. Honestly, I didn't know where to begin. What is the role of the bankers? Who are the best lawyers? Who might buy us and why? How should we structure the deal or run the process? I learnt a lot very quickly.

“It was great to be a part of the Avrios journey. Francine built on the vision of the founders and the early success to create a business with solid financial fundamentals in terms of growth combined with profitability. It was also a business that had the foundations and the vision (to be the system of record for all fleet vehicles) that was well suited for a rollup strategy. It was great to see them complete the successful exit with Battery.” Jos White, General Partner, Notion Capital.

In June and July 2022 we ran a process with bankers which took quite some time and energy, but we found a great partner called Carlsquare and kicked off in September. They were very helpful and very hands on. They were very skilled and Michael Moritz, the founder, was very hands on. I would strongly recommend them. 

“It was great working with the disciplined and professional team of Avrios, from the preparation to getting the deal signed. Francine was listening and taking decisions after aligning with all shareholders, that allowed us to move forward on a tight schedule, and she rocked every management presentation!” Michael Moritz, Partner, Carlsquare.

By this time I was already in sales mode and had been for a while. And now looking back everyone who expressed an interest in acquiring us were people I had been in contact with beforehand. And I feel that is such an important point because I already had an LOI from another PE firm before we appointed the banker or launched the process.

Private Equity or a Strategic Acquirer?

We researched Private Equity and strategic acquirers extensively. We looked into complementary businesses such as private fleet management and fleet management companies owned by private equities. We looked at  all the private equity firms  in the market that were doing SaaS roll-ups. So that gave us our universe of potential buyers.

We shortlisted seven LOIs, which we then narrowed down to five different potential buyers that we worked with in more detail and entered into advanced negotiations. All of them I knew before we launched the process which I think was critical to our success.

Making the decision. 

Valuation was the number one driver and then basically cash only. But more than that we wanted someone that believed in our vision for an industry roll up and within those conversations we had Vimcar - with whom we also had a relationship - as the first merger.  With Vimcar and Avrios an acquirer could own a relatively large proportion of the DACH market, with more than 250,000 vehicles under management - that’s bigger than any leading company in the region.

”Our industry research naturally led us to Avrios as we considered investing in the fleet-management sector, and we were extremely impressed with how the company had grown and matured with its funding from Notion," said Zak Ewen, a Battery partner. "Now, we're excited to partner with Francine and the company to take Avrios to the next step on its growth journey."

Something that was really impressive to me was how well educated Battery Ventures was on the fleet management market. They knew everyone, all the management teams, all their numbers so that gave me real confidence we are making the right decision. We made it clear to the board that they were our preferred partner.

Closing the deal.

The DD was rigorous but efficient, but the most important question was: “are you going to hit the numbers you have committed on your plan?” But that was under control. So the only real risk was the Vimcar deal. If that dropped then that would put our deal at risk. So I started getting even closer to the founders of Vimcar. We were, of course, very careful about the information that we were sharing. But we were both thinking:  “Okay, do we go all in or not?”  And, well we both trusted ourselves and each other and both went for it. Vimcar actually signed their deal one week earlier but then we closed on the same day.

A few thank yous

I'm very thankful that the board was so responsive. We needed to move fast, so the board was always there for me, answering any request I had. 

We were a small team on our side. Just three of us, myself Wouter and Manuel, plus the bankers. The rest of the leadership team ran the business and hit the numbers. Also, Michael Zips, our former CFO played a critical role in supporting us during and before the process.

In addition, we had a great adviser from Lakestar and also the support from Ed Barrow (a former Notion Founder and now Notion’s Resident M&A Advisor) who was very helpful. 

In parallel we are also running a pricing project with Andreas Panayiotou from Notion Capital which really helped us tell the potential in our market.

To conclude

A few things I would emphasise. 

1. Alignment with the board and the senior management is critical. It took a while for everyone to accept we needed to take the business in a different direction, but once we had that alignment everyone worked and spoke as one. 
2. Understand your buyers: You need to know who will buy you and why and build relationships with them as early as possible.

And then the third is taking early action to transform the business into the shape the target buyers want.

Now we can again go on a journey to build a really big company, and I couldn’t be more excited.