CEO Bros - After Hours

How to sell your business pt 3c (C is for closing the deal)

*Your Buyer Found the Mess (Your Price Just Dropped) | S2 Ep 69* Due diligence is where deals get slower, harder, and more expensive. Can you explain exactly how your business makes money? Could you produce three years of financial records tomorrow? What happens when a buyer finds the thing you've been putting off for five years? This is episode 69. The Bros finish the business sale process by walking through the stage that catches most owners off guard: due diligence. The LOI is signed. Everyone is excited. Then the buyer starts asking questions. Lots of questions. Financials. Payroll. Processes. Customers. Marketing. Security. Compliance. Anything unclear becomes risk. Anything undocumented becomes a problem. Every red flag gives the buyer a reason to lower the price. Then comes the purchase agreement, where sellers learn a hard lesson: a $1 million deal rarely means $1 million in cash. Earnouts, stock, escrows, and closing conditions all affect what you actually take home. *YOU'LL DISCOVER* • Why due diligence creates deal fatigue • The one thing every seller should organize first • How undocumented processes lower valuation • The owner salary mistake that inflates profits • Why many earnouts never fully pay out *WHAT ACTUALLY WORKS* • Keep years of clean financial records • Document your processes before buyers ask • Explain your business simply and clearly • Treat earnouts as bonuses, not guarantees *WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism Therapy to 11 centers and 550+ employees. Matt Croke asks the questions business owners need answered. *THE UNCOMFORTABLE TRUTH* "Every piece of ambiguity in your business lowers the price." How prepared is your business for due diligence? 👇 SUBSCRIBE for new episodes every Friday. Real stories. No LinkedIn energy. *TIMESTAMPS* 0:00 - The Most Important Seller Document 1:20 - Why This Series Took Three Episodes 3:01 - Due Diligence Begins 7:22 - Process Documentation Matters 9:46 - The Problems That Came Back to Haunt Brian 10:56 - Financials Win Deals 12:01 - The Profit Calculation Mistake 13:43 - The 15-Minute Explanation Red Flag 19:35 - Cash, Stock, Earnouts & Escrow 27:09 - The Free Rust-Proofing Story *ABOUT CEO BROS AFTER HOURS* CEO BROS: After Hours is raw business talk from CEO brothers Brian Balduf (VHT Studios) and Brad Balduf (By Your Side Autism Therapy) with host Matt Croke. Every Friday they share what actually happens building companies, scaling teams, buying businesses, selling businesses, and leading through chaos. No corporate polish. No LinkedIn energy. 🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Three drinks for three stages of selling your business. Pick your poison. 🍸 *THE RED FLAG* Brian Balduf - The guy who's lived through diligence Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz honey syrup • 2 dashes Angostura bitters • Lemon twist The Vibe: Missing reports. Different answers from different employees. Buyers notice everything. This drink starts smooth and ends with consequences. 🍸 *THE EARNOUT* Brad Balduf - The operator reading the fine print Recipe: • 2 oz reposado tequila • ¾ oz lime juice • ½ oz agave syrup • ½ oz Aperol • Lime wheel The Vibe: Looks great in the conference room. Harder to collect in real life. Enjoy it, but don't build retirement plans around it. 🍸 *THE CASH AT CLOSE* Matt Croke - Asking the practical question Recipe: • 1.5 oz vodka • ¾ oz grapefruit juice • ½ oz simple syrup • Splash club soda • Grapefruit wheel The Vibe: No projections. No promises. No performance targets. Just money in the bank. Which one are you ordering? The Red Flag, the Earnout, or the Cash at Close? *JOIN THE CONVERSATION* [https://x.com/CeoBrosAH](https://x.com/CeoBrosAH) [https://www.instagram.com/ceobrosah/](https://www.instagram.com/ceobrosah/) [https://www.facebook.com/CEOBrosAH](https://www.facebook.com/CEOBrosAH) [https://www.linkedin.com/company/ceo-bros](https://www.linkedin.com/company/ceo-bros) [https://www.linkedin.com/company/ceo-bros)] #entrepreneurship #businesssale #duediligence #leadership #smallbusiness #ceobros #bestbusinesspodcast #howtosellmybusiness #sellingabusiness #lhowto

How to sell your business pt 3b the process continues

*Six Months From Closing (Then the Deal Died Anyway) S2 Ep 68 * The letter of intent starts the clock. The buyer can still walk away. What happens after a buyer says yes? What are you actually signing when the letter of intent lands? And how does a deal die after six months of work? Brad walks through the alphabet soup of selling a business: NDA, teaser, SIM, IOI, letter of intent, and purchase agreement. The dry terms get expensive fast. Give a competitor too much information, and your customer list, employee titles, and compensation details become their playbook. Then Brian gets into the LOI trap. The buyer wants 60 to 90 days of exclusivity. You stop talking to everyone else. They go under the hood, spend money, ask for everything, and start hunting for reasons to lower the offer. Brad lived the nightmare. By Your Side had an LOI, six months of deal fatigue, and a closing date about two weeks away. Then the buyer chased a company two or three times larger, hit pause, came back five months later, lost its CEO, and the deal was dead. This is episode 68. Time kills all deals. *YOU'LL DISCOVER* • Why an NDA matters most when a competitor wants a look • What a teaser, SIM, IOI, letter of intent, and purchase agreement actually do • Why exclusivity can lock you up while the buyer keeps digging • How a $15M offer turns into an $11M retrade • Why one buyer is leverage for them, and five buyers is leverage for you *WHAT ACTUALLY WORKS* • Keep IOIs on the same timeline so buyers compete at the same time • Push for a shorter exclusivity window, 60 days beats 90 • Get your books clean before the letter of intent, not after it • Use a banker and attorney who know where deals fall apart *WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism to 11 centers and 550+ employees. Matt Croke hosts and asks the questions nobody else will. *THE UNCOMFORTABLE TRUTH* "Time kills all deals. The longer it takes to close, the more likely something happens and the deal goes sideways." Which part of selling your business would keep you up at night? 👇 SUBSCRIBE for new episodes every Friday. Real stories. No LinkedIn energy. *TIMESTAMPS* 0:00 - Time Kills All Deals 1:43 - NDA, Teaser, SIM, IOI, Letter of Intent 3:32 - The Letter of Intent Starts Costing Real Money 6:18 - Cash, Stock, Earnout, and Exclusivity 7:58 - The $15M to $11M Retrade 9:03 - Why Multiple Buyers Matter 11:35 - The Stalking Horse Offer 14:14 - Brian Gets Both Bidders to Raise 17:11 - The Accounting Colonoscopy 18:51 - Brad's Deal Dies After Six Months 25:13 - Purchase Agreement and Clawbacks *ABOUT CEO BROS AFTER HOURS* CEO BROS: After Hours is raw business talk from CEO brothers Brian Balduf (VHT Studios) and Brad Balduf (By Your Side Autism Therapy) with host Matt Croke. Every Friday they share what actually happens building companies: brutal failures, scaling disasters, and the messy truth about leadership. No corporate polish. No LinkedIn energy. Just honest stories from the trenches. 🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Three drinks for three ways a deal gets real. Pick the one that matches your closing anxiety. 🍸 *THE EXCLUSIVITY CLOCK* Brian Balduf - The seller who knows the clock is not your friend Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz honey syrup • 2 dashes Angostura bitters • Lemon twist • Shake with ice, strain into rocks glass The Vibe: The letter of intent sounds friendly until it locks you up for 60 to 90 days. Brian knows the buyer wants the hood open and the clock running. Strong, sharp, and gone faster than your leverage. 🍸 *THE RETRADE* Brad Balduf - The operator who watched big numbers shrink Recipe: • 2 oz reposado tequila • ¾ oz lime juice • ½ oz agave syrup • ½ oz grapefruit juice • Pinch of salt • Shake with ice, strain into coupe The Vibe: The offer starts at $15M. Due diligence finds problems. Now it's $11M and everyone acts like math did it. Bright, bitter, and slightly painful. 🍸 *THE ALPHABET SOUP* Matt Croke - The host translating the deal jargon Recipe: • 1.5 oz vodka • ¾ oz orange liqueur • ¾ oz cranberry juice • ½ oz lime juice • Orange twist • Shake with ice, strain into coupe The Vibe: NDA. SIM. IOI. LOI. Matt hears business terms stack up like a drunk spelling bee. This one looks simple until the letters start costing money. Make all three. Clock running? Offer shrinking? Still decoding the alphabet soup? Tag us. *JOIN THE CONVERSATION* https://x.com/CeoBrosAH https://www.instagram.com/ceobrosah/ https://www.facebook.com/CEOBrosAH https://www.linkedin.com/company/ceo-bros [https://www.linkedin.com/company/ceo-bros] #entrepreneurship #businesssale #exitstrategy #leadership #startuplife #businesspodcast #ceobros

How to sell your business pt 3 - The Process ep 67

*The LOI Gets Signed (Then Deal Fatigue Eats You Alive) S2 Ep 67 * Selling your business feels exciting until the process punches back. What is a buyer actually buying? Are you improving the business, or just spending money on stuff they don't value? And what happens when you sign the LOI and realize the hard part just started? This is episode 67. The Bros move from maximizing value into the actual process of selling your business. And the process is not cute. Brian lays it out fast: the best day is the letter of intent. After that, it goes downhill and you pray for the thing to end. Brad walks through the banker, the teaser, the CIM, the IOI, the LOI, the purchase agreement, and all the fees hiding between those letters. Then the real gut punch: Brian's company was one week from closing in March 2020. Five or six months of diligence, negotiation, and exhaustion. Then COVID hit, the buyer called it an act of God, and the deal died before the checks got signed. *YOU'LL DISCOVER* • Why deal fatigue hits harder than most owners expect • Why a $50,000 pizza kitchen can be a waste before a sale • What a good investment banker actually does for the money • Why the wrong banker learns your industry on your dime • What teaser, CIM, IOI, LOI, and purchase agreement really mean *WHAT ACTUALLY WORKS* • Know what the buyer values before you start improving things • Keep running the business while buyers evaluate you in real time • Hire a banker who already knows your space and your likely buyers • Treat the sale like a 6 month process, not a weekend project *WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism to 11 centers and 550+ employees. Matt Croke hosts and asks the questions nobody else will. *THE UNCOMFORTABLE TRUTH* "The best day is the day you agree to a letter of intent or a term sheet. Then it just goes downhill from there." Selling your business someday? What part scares you most, finding buyers, paying the banker, or surviving diligence? 👇 SUBSCRIBE for new episodes every Friday. Real stories. No LinkedIn energy. *TIMESTAMPS* 0:00 - Deal Fatigue Warning Shot 0:41 - Salmon, Not Salmon 1:18 - Maximizing Before You Sell 3:00 - The $50,000 Pizza Kitchen Mistake 5:31 - Running a Tight Ship Is Table Stakes 8:46 - Taking Your Company to Market 10:55 - The LOI Is the Best Day 11:35 - Why the Banker Matters 22:26 - The 2020 Deal That Died One Week Before Closing 24:01 - Teaser, CIM, IOI, LOI *ABOUT CEO BROS AFTER HOURS* CEO BROS: After Hours is raw business talk from CEO brothers Brian Balduf (VHT Studios) and Brad Balduf (By Your Side Autism Therapy) with host Matt Croke. Every Friday they share what actually happens building companies: brutal failures, scaling disasters, and the messy truth about leadership. No corporate polish. No LinkedIn energy. Just honest stories from the trenches. 🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Three drinks for three stages of selling. Pick the one that matches your pain. 🍸 *THE LETTER OF INTENT* Brian Balduf - The storyteller who's been there and sold the company Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz honey syrup • 2 dashes Angostura bitters • Lemon twist • Shake with ice, strain into rocks glass The Vibe: The LOI feels like victory. Then diligence starts asking for every number you've ever touched. Smooth up front, sharp on the finish, exactly like the sale process. 🍸 *THE CLEAN TEASER* Brad Balduf - The operator who knows buyers want the real story Recipe: • 2 oz tequila blanco • ¾ oz lime juice • ½ oz agave syrup • 1 oz pineapple juice • Lime wheel • Shake with ice, strain into coupe The Vibe: A teaser shows enough to make buyers lean in without giving away the company name. Brad wants the story tight, the numbers clean, and the buyer curious. Bright, polished, no clutter. 🍸 *THE ACT OF GOD* Matt Croke - The host watching the alphabet soup get real Recipe: • 1.5 oz dark rum • ¾ oz lime juice • ½ oz simple syrup • Ginger beer • Lime wedge • Shake first three with ice, strain over ice, top with ginger beer The Vibe: Five or six months in, one week from closing, then the buyer calls COVID an act of God. Matt asked the question. Brian delivered the nightmare. Stormy, brutal, and way too real. Make all three. LOI survivor? Teaser specialist? Still recovering from the Act of God? Tag us. *JOIN THE CONVERSATION* https://x.com/CeoBrosAH https://www.instagram.com/ceobrosah/ https://www.facebook.com/CEOBrosAH https://www.linkedin.com/company/ceo-bros [https://www.linkedin.com/company/ceo-bros] #SellingYourBusiness #BusinessStrategy #Entrepreneurship #DealFatigue #Leadership #CEOBros #bestbusinesspodcast

How to sell your business - Maximizing Exit Value pt 2 ep 66

*Selling Your Business? This Is What Raises the Price S2 Ep 66: Part 2 of 4.* Your hard work is not the asset. Part one in our four part Selling Your Business series asked the big question: lifestyle business or equity business? Part two gets meaner. Brian and Brad move from "do you want to sell?" to "why would anybody buy this?" A lot of owners get stuck there. They know why they want out. They know they worked hard. They know people like them. But a buyer isn't paying for your stress, your years, or your reputation. A buyer wants the thing they can scale. Maybe it's your customer list. Maybe it's your contracts. Maybe it's your geography, your data, your IP, your process, or one weird asset you didn't realize was the whole deal. This is episode 66. How to sell your business, part two. What buyers actually value, and why "good business" is only the starting line. *YOU'LL DISCOVER* • Why your reason for selling has nothing to do with why someone buys • The difference between strategic buyers and financial buyers • Why "good customer service" isn't enough of a value driver • How buyers decide between building it themselves or buying you • Why Brian rarely bought whole companies, he bought the assets that mattered • Why knowing your inputs, outputs, and growth levers increases valuation *WHAT ACTUALLY WORKS* • Identify the real asset. Not what you love. What a buyer can scale. • Know your buyer type. Strategic buyers want fit. Financial buyers want to add rocket fuel. • Prove the formula. Show how a dollar in creates three dollars out. • Understand your numbers cold. Due diligence finds every weak spot. • Stop saying "we're a good business." That's the bare minimum. *WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism to 11 centers and 550+ employees. Matt Croke hosts and asks the questions nobody else will. *THE UNCOMFORTABLE TRUTH* "They know why they want to sell it. But that's got nothing to do with why someone would buy it." If a buyer looked at your business tomorrow, what would they actually want? 👇 SUBSCRIBE for new episodes every Friday. Real stories, real disasters, no LinkedIn energy. *TIMESTAMPS* 0:00 - The Dollar-In, Three-Dollars-Out Test 1:40 - Part 2: Maximizing Exit Value 3:04 - "What Would Somebody Actually Be Buying?" 4:24 - The Perfect Buyer Pays the Most 6:09 - Should You Upgrade the Pizza Kitchen? 7:41 - Strategic Buyer vs. Financial Sponsor 12:26 - Customer Lists, Contracts, IP, and Geography 13:31 - Brian Bought Assets, Not Whole Companies 15:36 - The Hot Sauce Company Nobody Wanted for Hot Sauce 16:48 - The Paper Company Sitting on Beachfront Gold 20:14 - Why Customer Service Isn't Enough 22:23 - What VHT Thought Was Valuable vs. What Sold 25:27 - The Growth Lever Test *ABOUT CEO BROS AFTER HOURS* CEO BROS: After Hours is raw business talk from Brian Balduf (VHT Studios), Brad Balduf (By Your Side Autism Therapy), and host Matt Croke. Every Friday they share what actually happens building companies: failures, scaling disasters, and the messy truth about leadership. 🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Three drinks for three value drivers. Pick the one your buyer notices first. 🍸 THE STRATEGIC BUYER Brian Balduf - The guy asking what someone is really buying Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz maple syrup • 2 dashes orange bitters • Orange peel • Shake with ice, strain over fresh ice The Vibe: This drink knows what it wants. No wandering around. No "we're a good business." Just the asset, the fit, and the reason somebody pays more than the standard multiple. 🍸 THE ROCKET FUEL Brad Balduf - The operator thinking 10 to 20 to 40 to 80 Recipe: • 2 oz blanco tequila • 1 oz pineapple juice • ½ oz lime juice • ½ oz agave • Jalapeño slice • Shake with ice, strain over fresh ice The Vibe: Financial sponsors don't buy sleepy. They buy the platform they can scale hard. This one has heat, lift, and enough pressure to make you prove the model works. 🍸 THE HIDDEN LAND VALUE Matt Croke - The host who found out the hot sauce wasn't the point Recipe: • 2 oz dark rum • ¾ oz grapefruit juice • ½ oz simple syrup • ¼ oz allspice dram • Grapefruit twist • Shake with ice, strain into coupe The Vibe: Looks like one thing. Turns out the real value is somewhere else entirely. Hot sauce, paper mills, customer data, beachfront land. Sometimes the buyer wants the thing behind the thing. Are you the strategic fit, the rocket-fuel platform, or sitting on the hidden asset nobody's priced yet? Tag us. *JOIN THE CONVERSATION* [https://x.com/CeoBrosAH](https://x.com/CeoBrosAH) [https://www.instagram.com/ceobrosah/](https://www.instagram.com/ceobrosah/) [https://www.facebook.com/CEOBrosAH](https://www.facebook.com/CEOBrosAH) [https://www.linkedin.com/company/ceo-bros](https://www.linkedin.com/company/ceo-bros) [https://www.linkedin.com/company/ceo-bros)] #entrepreneurship #businessexit #sellyourbusiness #ceomindset #smallbusiness #leadership #startups

How to sell your business pt. 1 Lifestyle vs Equity business?

*Selling Your Business? (It Starts on Day One) S2 Ep 65: Part 1 of 4.* Know which one you're building. Brian's had the conversation a hundred times. Someone says they want to sell. He asks what a buyer would actually be getting. Silence. "We have a good reputation. People like us." That's not a valuation. Turns out they've been taking quarterly distributions for years, paying themselves with the fuel they needed to grow, and wondering later why no buyer showed up. This is episode 65. Why selling your business isn't a decision you make, it's a destination you build toward from day one. *YOU'LL DISCOVER* • The lifestyle vs. equity distinction that determines everything • Why quarterly distributions are a red flag that kills your sale before it begins • What a buyer is actually asking when they say "what am I purchasing?" • Why being irreplaceable means nobody can buy you out • The financial reporting rules for businesses built to sell *WHAT ACTUALLY WORKS* • Decide upfront: lifestyle or exit. Everything flows from that one choice. • Stop taking distributions if you want to sell. That's growth capital, not salary. • Build yourself out of the business. If it can't run without you, it's not sellable. • Tight financials from day one. P&L, balance sheet, cash flow. No exceptions. *WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism to 11 centers and 550+ employees. Matt Croke hosts and asks the questions nobody else will. *THE UNCOMFORTABLE TRUTH* "You can't just decide, oh, it's June, I'd love to sell the business by the end of the year. That's not going to happen if you haven't built it to sell it." Lifestyle or exit? Do you actually know which one you're building? 👇 SUBSCRIBE for new episodes every Friday. Real stories, real disasters, no LinkedIn energy. *TIMESTAMPS* 0:00 - Lifestyle or Equity: The Question Nobody Asks 1:31 - The Most Common Call Brian Gets 2:03 - The Four-Episode Breakdown 3:10 - What You're Actually Deciding When You Start 7:36 - "What Is Somebody Actually Buying?" (The Crickets Moment) 7:43 - The Pizza Place That Closed Instead of Selling 11:03 - The Quarterly Distributions Red Flag 13:04 - Why Being Irreplaceable Kills Your Sale 22:27 - Financial Reporting: The Difference That Matters 24:33 - Preview: What a Buyer Is Actually Paying For *ABOUT CEO BROS AFTER HOURS* CEO BROS: After Hours is raw business talk from CEO brothers Brian Balduf (VHT Studios) and Brad Balduf (By Your Side Autism Therapy) with host Matt Croke. Every Friday they share what actually happens building companies: brutal failures, scaling disasters, and the messy truth about leadership. No corporate polish. No LinkedIn energy. Just honest stories from the trenches. 🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Three drinks for three types of builders. Pick the one that matches how you're running things. 🍸 THE QUARTERLY DISTRIBUTION Brian Balduf - The guy who watched sellers drain their own fuel Recipe: • 2 oz Scotch whisky • ¾ oz honey syrup • ½ oz lemon juice • 2 dashes Angostura bitters • Lemon twist • Shake with ice, strain into rocks glass The Vibe: Looks like profit. Tastes smooth going down. But every time you pour one, you're draining what should have grown the business. Brian's watched sellers do this for years then wonder why no buyer showed up. 🍸 THE LIFESTYLE TRAP Brad Balduf - The operator who built it to scale, not to coast Recipe: • 2 oz reposado tequila • ¾ oz lime juice • ½ oz agave syrup • Pinch of salt • Lime wheel • Shake with ice, strain over fresh ice The Vibe: Nothing wrong with this drink. It's honest, does what it says, tastes exactly like what you ordered. Just don't call it an exit strategy when someone asks what they're buying. 🍸 THE CLIFFHANGER Matt Croke - The host who already knows what's in part two Recipe: • 2 oz gin • ¾ oz grapefruit juice • ½ oz simple syrup • 2 dashes Peychaud's bitters • Grapefruit twist • Shake with ice, strain into coupe The Vibe: This drink ends before it feels finished. Just like this episode. The real answers live in part two. Hit subscribe so you don't miss them. Make all three. Draining your distributions? Coasting on lifestyle? Waiting on part two? Tag us. *JOIN THE CONVERSATION* https://x.com/CeoBrosAH https://www.instagram.com/ceobrosah/ https://www.facebook.com/CEOBrosAH https://www.linkedin.com/company/ceo-bros [https://www.linkedin.com/company/ceo-bros] #entrepreneurship #businessexit #sellyourbusiness #startuplife #ceomindset #smallbusiness