Ep 550 The One Phrase That Can Ruin a $10 Million Business Sale

In 2016, Janessa White and her business partner started Simply Eloped, a marketplace that planned elopements and small weddings for couples in 35 cities across the United States. They also decided, before they had a single customer, which company they wanted to sell it to. The Knot Worldwide, the largest wedding platform in the world.  Over the next seven years, White told The Knot exactly that, met with their corporate development team every quarter for four years, and shared her revenue and margins with them along the way. When she finally emailed to say she was ready, the letter of intent arrived within a week.

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. 

One day, you're going to sell your business, and when you do, you'll experience a step function increase in your net worth. Navigating that moment is something Adam Katz has spent his career helping owners do. He spent twenty years at Merrill Lynch as a Private Wealth Advisor to ultra high net worth families before he and his team left in 2018 to build KORE Private Wealth, an independent firm that grew to five billion dollars in assets. Just four years later, they sold. His new book, Making the Zeros Count: A Field Guide for Decamillionaires, Centimillionaires, and Billionaires, distills what he's learned into a playbook for owners who come into sudden wealth.  Katz says the greatest benefit of wealth isn't what it buys. It's the freedom of never needing anyone again. Not your clients, not a boss, not a buyer. He argues that kind of independence is impossible to understand until you're on the other side of the deal, which is why, even after decades of coaching founders through liquidity events, he admits he is still adjusting to it himself. 

If you own a company, chances are you're its best salesperson. Put you in a room with a prospect and you rarely lose. But listen to your employees try to tell the same story and something gets lost. You've tried hiring salespeople. You've tried training them. The selling keeps landing back on your shoulders, and when it comes time to sell, an acquirer will see it too. Expect an earn-out or an equity rollover, golden handcuffs designed to keep the rainmaker locked in.  Here's what most owners miss: you have a built-in advantage no salesperson can replicate. Your founder story defines the enemy, the problem, and why you built something better, and you tell it instinctively because you lived it. A new rep who tries to recite your story will sound like a fraud. The fix isn't better sales training. It's giving your team professional positioning, and nobody on the planet knows more about positioning than April Dunford. She spent 25 years as an executive at seven B2B technology startups, companies that were acquired for a combined total of more than two billion dollars, and her books, Obviously Awesome and Sales Pitch, are the standard playbooks for explaining why customers should pick you over the competition.

Jeff Church co-founded Suja Juice in 2012 with $300,000 and a green juice that had a four-day shelf life. Within three years, the company hit $70 million in revenue, and Coca-Cola and Goldman Sachs invested $150 million at a $300 million valuation. Then, two weeks after Coke flew its entire North American management team to Suja's plant, they passed on the option to buy the rest of the business, leaving Jeff with $40 million in maturing debt and a company losing $9 million a year. 

More owners than ever say they are simply tired. A look at 10,255 PREScore™ assessments over six years found that 17.5% pointed to burnout, not retirement, as the number one reason they want out.  So the question went to two people who spend their days on the buy side, valuing companies and deciding what to pay. Lee McCabe is a private equity veteran who advises PE firms on the businesses they acquire. Jason Swenk built marketing agencies and spent time acquiring them. In this episode, you discover how to tell whether burnout is a signal to sell or a problem worth fixing first, and how a buyer prices the difference either way.

What do you need to know before selling your business to an ETA buyer? Most owners have received the email. It usually starts with something flattering: "I love what you've built…" Then comes the ask: a quick call to learn more about your business. Increasingly, those emails are coming from ETA buyers — entrepreneurs using entrepreneurship through acquisition as their path into business ownership. Instead of starting a company from scratch, they look to buy an existing business and run it themselves. In this episode of Built to Sell Radio, John Warrillow talks with Will Smith, host of Acquiring Minds, one of the leading podcasts covering entrepreneurship through acquisition. Will has interviewed hundreds of ETA buyers and brings rare insight into how they think, how they finance deals, and where deals fall apart. What You'll Learn in This Episode Whether you're actively considering selling your business or just exploring your options, this conversation covers what every owner should understand before entertaining an offer from an ETA buyer: How to tell the difference between a funded searcher and a self-funded buyer — and why it matters for your deal structure Why some ETA buyers use heavy debt to acquire a business — and what that means for you as a seller How to spot the hidden risk in a seller note — a key piece of most ETA transactions How to evaluate whether a young buyer has the leadership experience to run your company after you exit How to protect your employees from a buyer who may not fit your culture Better questions to ask before signing a letter of intent (LOI) with an ETA buyer How to judge whether a buyer can actually close — not just sign Are ETA Buyers Right for Your Business? ETA buyers can be a great fit for owners of profitable niche businesses that may not attract private equity or a strategic acquirer. They're often motivated, passionate, and willing to pay fair value for the right business. But they come with real risks. A buyer may need your financing — in the form of a seller note — to get the deal done. They may still need to raise money after you sign an LOI. And they may look great on paper but struggle to lead the team you've built over years. That's why this conversation is worth your time. Before you take the next call from someone who says they "love what you've built," listen to this episode. About Will Smith Will Smith is the host of Acquiring Minds, a podcast dedicated to entrepreneurship through acquisition. He has interviewed hundreds of search fund entrepreneurs and self-funded searchers, making him one of the most knowledgeable voices on the ETA buyer landscape. About Built to Sell Radio Built to Sell Radio is hosted by John Warrillow, author of Built to Sell: Creating a Business That Can Thrive Without You. Each week, John interviews business owners who have navigated the process of selling their company — sharing what worked, what didn't, and what every owner should know before they sell. Keywords: ETA buyer, entrepreneurship through acquisition, selling your business, search fund, seller note, business acquisition, how to sell a business, Built to Sell Radio, Will Smith Acquiring Minds, exit strategy, business exit planning

Knowing what kind of seller you are turns out to be one of the most important things you can figure out before you ever take a meeting with a potential acquirer. There are three: the transactional seller who wants the money and the door, the transitional seller who wants to land the plane, and the transformational seller who sells to go bigger.  Cameron Passmore built one of the largest independent wealth management firms in Canada, roughly 3,000 families and about $8 billion under management, and owned half of it. Most founders in that seat cash out and leave. Cameron sold to OneDigital at 60, and has no intention of going anywhere. He rolled 40% of the deal into equity, and now uses OneDigital's capital, deal expertise, and acquisition currency to buy other firms. He has acquired five and roughly doubled the business in under two years.

"When I sell the company, then I'll be happy." Psychotherapist Jo Swann says that one phrase is the most reliable predictor of a miserable exit. She would know. She made her money in the 90s, retired to an oceanfront apartment in Borneo, and fell straight into an existential crisis.  In this episode of Built to Sell Radio, part of our popular After the Deal series, Swann explains why the trap survives the wire transfer

Every founder fixates on the multiple. Tim Hellebrand will tell you the (second) most important number on a letter of intent is the one almost nobody understands until it is too late: working capital.  When Tim and his four brothers took their $105 million family appliance business to market, six letters of intent came back, and the spread between the lowest and the highest was 60 percent. Most of that gap had nothing to do with the multiple. Don's Appliances ran on a mountain of inventory, refrigerators and ranges and washers sitting across two distribution centers, and every buyer had a different view of how much of that had to stay locked in the company on closing day. Whatever stayed in was money the brothers did not get to take home. Tim assumed they would simply get their inventory money back. That is not how it works.