Built to Sell Radio

Jim Fitzgerald bootstrapped Taradel from a spare bedroom into a $30 million direct mail company. In 2016 he took the business to market, and the five buyers who made it to an indication of interest all offered roughly 4x EBITDA, about half of what Jim had in mind. He had spent years reinvesting every dollar in growth, and the market told him growth alone wasn't enough. So Jim rebuilt his company around profit. He started pulling cash out of the business so it couldn't be poured back in, and built a leadership team that could operate without him. When he went back to market, 120 teasers produced nine indications of interest, seven management presentations in two days, and a low eight-figure sale, all cash.

Zac Smith was a mechanical engineer who wanted more flexibility and upside than a corporate career could offer. He bought an existing CertaPro Painters franchise in North Carolina with three employees and under $1 million in revenue. He put down about 10% in cash and financed the rest with an SBA loan and a small seller note, backed by a personal guarantee. Three years later, the company was on track for $3 million in revenue and $600,000 in profit. Smith sold it for $1.5 million, all cash at closing.

Heath Adams bootstrapped TCM into a company with two revenue lines: hacking into companies' systems to expose vulnerabilities, and selling courses and certifications that trained others to do the same work. He owned every share, raised no outside capital, and never relied on outbound sales. Every lead came through a YouTube channel that grew to more than a million subscribers. A competitor then raised $50 million and began matching TCM on price and quality. On the advice of a friend who had sold his own company, Heath started answering the acquisition emails he had been deleting for years. One became a letter of intent for more money than he had ever seen. Half of it was an earnout, so he turned it down, hired a sell side firm, and put the company in front of 300 buyers. Four wrote letters of intent. The one he signed was worth more than double what he had turned down. In this week's episode of Built to Sell Radio, you discover how to Turn the acquisition emails you've been ignoring into free valuations and a rehearsal for diligence Tell the difference between the money in an offer and the promise attached to it Pass on the highest offer and pick the buyer instead Build a walk away number backwards from the life you want to fund rather than a multiple of earnings Hold diligence at arm's length so it does not paralyze the company you are selling

Garren Hilow bootstrapped Abveris, an antibody discovery business doing $12 million in revenue, and sold it in 2021 for $150 million up front with another $40 million available in an earnout. His team came within one percent of the revenue target. The acquirer said they had missed it, refused to share the accounting behind that conclusion, and dared him to sue. Rob Walling sold Drip with 40 percent of his purchase price tied to an earnout and collected all but a fraction of it. In this episode of Built to Sell Radio, John Warrillow puts the two founders side by side to work out what actually separated the two outcomes, and you discover how to negotiate an earnout you have a chance of collecting. You'll learn: Why a revenue-based earnout hands the acquirer the calculator, including the right to change how your revenue is recognized partway through the year Walling's ranking of earnout milestones from worst to best, and the one type he tells founders to refuse outright Why taking more cash at close makes an acquirer less likely to fight you over the back end What a private equity buyer admitted over dinner about how often his firm plans to replace the founder The reporting clause Hilow left out of his agreement, and what its absence cost him How old Slack messages and a verbal instruction to work from home became grounds for a termination with cause Why an acquirer who intends to fold your company into theirs should not be offering an earnout at all

One of the fastest growing groups of acquirers is the self funded searcher. A searcher is not a competitor nor a private equity group. A searcher is usually one person, often recently out of an MBA program, who puts ten to twenty percent down from personal savings, borrows the rest from a bank, often asks the owner to finance part of the purchase price, and signs a personal guarantee for the debt. Owners find searchers appealing for good reasons. They may pay your asking price, and they promise to look after your employees rather than fold them into someone else's operation.

There are four types of financial buyers who might make an offer on your business, and more often than any other type, the one approaching you is an independent sponsor. It is an unhelpful label for a group that raises the money for a deal only after the seller has signed an LOI, which is also when the seller's leverage is at its lowest. Travis Jamison runs Capital Pad, where investors fund independent sponsor deals. He sees dozens of them for every one he approves. Independent sponsors are now behind roughly 28% of lower middle market acquisitions, which is more than traditional private equity does.

Aaron Leibtag was one of the most popular guests in Built to Sell Radio history. He sold his 15-employee bootstrapped healthcare AI company, Pentavere, for $15 million. Pentavere built AI to unlock patient data trapped inside PDFs and clinical notes years before large language models existed. The headline number was $15 million. What it did not reveal was the structure underneath. Part of the consideration was paid in the volatile stock of the acquirer. Aaron and his partners also rolled 49% of their equity into the new entity. Now Aaron returns, and you might be surprised to learn how it all played out. When it comes time to sell, most business owners want 100% cash at closing. Almost no one gets it. Most deals come with structure, and structure usually comes down to three levers: what currency the buyer pays you in (cash versus stock), how they keep you tied to the future after giving up control (earn-out versus equity roll), and what rights either side has to unwind the relationship later.