Ep 510 Mastering the Deal: Earn-outs, Equity Rolls & Seller Notes—Risk or Reward?

Most cities have a problem: what to do with cars that get towed and never picked up. They pile up in impound lots—taking up space and tying up cash. Stan Markuze helped solve that problem by co-founding Joyride Auto, an online auction platform where repair shops, scrap dealers, and car enthusiasts can buy those abandoned vehicles directly from the lot.  In this episode, Stan shares how he and his co-founders built a cash-flow-positive business that turned a clunky, paper-based process into a digital marketplace—and sold it to a private-equity firm for seven times revenue in just two years. 

After a 23-year journey building Non-Linear Creations into a marketing giant with more than 120 employees, Randy Woods sold it in 2017 to Valtech. Valtech is a distinguished digital agency offering marketing, digital technology, and business transformation consulting services. Post-sale, Woods now serves as the SVP of Strategic Growth Opportunity at Valtech, a role dedicated to identifying potential acquisitions for the business. In the latest installment of Built to Sell Radio’s Inside the Mind of an Acquirer series, we sit down with Woods to discuss how to: Make your company irresistible to an acquirer. Leverage a “put option” to cover your downside. Understand the factors that influence how acquirers value businesses. Target potential acquirers who would see your company as a strategic addition. Avoid deal breakers during negotiations with potential acquirers.

Today’s episode of Built to Sell Radio is part of our Inside the Mind of an Acquirer series. John Warrillow interviews Lee McCabe, a former Meta and Alibaba executive turned private equity investor—now an advisor helping PE firms modernize how they create value.  McCabe argues the old model of buying cheap, piling on debt, and hoping for multiple expansion is over. Interest rates are up, LPs are demanding more, and the firms that win will need to act more like operators than bankers. If you’re planning to sell, and private equity is your natural buyer, you’ll want to hear this. 

Dave Sifry has founded nine companies, including Technorati and Linuxcare, raising more than $170 million along the way. In this episode of Built to Sell Radio, he reveals how he went from being worth more than $100 million on paper to watching that value disappear — and what he’d do differently if he had the chance again.  Despite those scars, Sifry has built an extraordinary career. He has founded nine companies and today is founder and CEO of Warmstart, a platform that helps entrepreneurs turn old contacts into new business. 

In 2006, Tad Fallows and two friends spotted a problem inside Harvard’s cancer labs: researchers were spending more time managing freezers, fruit flies, and mice than actually doing research. They built iLab, a SaaS tool for universities and hospitals, bootstrapped it to high–7-figure ARR, and eventually sold to Agilent Technologies for roughly six times revenue.  But the journey wasn’t smooth. Cash was often razor-thin with 75 employees on payroll, and an early inbound offer at 3× ARR forced Tad and his partners to decide: take the deal, or gamble on building more value. 

Ronan Berder built Wiredcraft to 140 people, then sold to Publicis for a reported 67 million euros. This Exit Story traces the moment he walked away from Techstars and a product dream to double down on services—and why that decision paid off. 

Most owners want 100% cash at closing. Most acquirers want the opposite—they try to hold back as much as possible and tie it to future results. That tug-of-war defines the negotiation.  In this week’s episode of Built to Sell Radio, you discover how to turn common transition structures from potential pitfalls into opportunities for upside. 

What happens when it’s time to sell? Every acquirer looks at your business differently. In this special episode of Built to Sell Radio, John Warrillow breaks down the four most common buyer profiles and explains how each thinks about acquiring a company. Along the way, you’ll hear clips from past guests from our Inside the Mind of an Acquirer series. 

Dan Berger built Social Tables into a SaaS success story with $20M in recurring revenue and more than 6,000 customers. He sold the business for $100 million.  But after raising $27M in venture funding and navigating liquidation preferences, his personal payout was just under $20M.  In this week’s episode of Built to Sell Radio, Dan reveals the surprising math behind his deal and shares the emotional highs and lows of walking away from his company. 

Adam Rossi built a 250-employee software company serving law enforcement and intelligence agencies. They routinely beat Lockheed Martin in head-to-head bids.  Then a banker came back with five acquisition offers — each at the “absurd” number Adam and his wife had thrown out as a hypothetical. The winning bid came from SRA International, a publicly traded defense contractor, for a price that created generational wealth for his family. Adam took all cash and walked away with no earn-out.  But as Adam discovered, the hard part wasn’t negotiating the deal — it was figuring out what to do after it closed.