The Earnout Trap: How to Structure Deals That Actually Close with Salim Dada | This Is M&A

The Earnout Trap: How to Structure Deals That Actually Close with Salim Dada | This Is M&A

Most earnouts are never earned. Most founders do not know why until it is too late. In this episode of This Is M&A, Salim Dada, Managing Director and CEO of Concord Ventures, breaks down the three deal structure decisions that determine whether a founder walks away with what they expected: cash versus equity, earnouts and seller financing, and leveraged buyouts in today's credit environment. Salim has closed more than 100 business sales across technology, aerospace and defense, manufacturing, logistics, pharmaceuticals, infrastructure, and retail. He has been doing this since 2001, focuses on transactions between $20M and $100M in enterprise value, and is based in Seattle where aerospace and defense M&A keeps him very busy. In this episode, you will learn: ⚡️ When to take cash and when rolling equity actually makes you more money ⚡️ Why earnouts based on revenue protect sellers and earnouts based on profit almost never do ⚡️ How to structure seller financing so it does not go south ⚡️ What platform versus add-on means and why it changes your negotiating position ⚡️ Why private equity stopped going to banks and what that means for deal financing today ⚡️ Why honest conflict early in a deal is almost always a better sign than polite agreement Learn more about Salim Dada and Concord Ventures:  Website: https://concordventuresinc.com/  LinkedIn: https://linkedin.com/in/salimdada/  Email: Salim.d@concordventuresinc.com Connect with your host, Steven Monterroso:  LinkedIn: https://linkedin.com/in/determined2succeed/  Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/  Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/ Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms. #thisismapodcast #mna #exitplanning #founders #dealstructure #earnout #privateequity #middlemarket  00:00 Intro 02:33 Cash Vs. Stock: When To Take Chips Off The Table 07:29 Case Study: Turning A Skeptical Seller Into A Believer 18:03 The Golden Rule Of Earnouts (Revenue Vs. EBITDA) 22:55 Seller Financing: How To Vetting Your Buyer's Pockets 30:34 Platform Vs. Add-On: Know Your Position In The Portfolio

Why Selling Your Business Isn't Just About Price with Richard Groberg | This Is M&A

Most founders think selling their business is about getting the highest price. It is not. In this episode of This Is M&A, Richard Groberg, Managing Director at MidCap Advisors, breaks down what really happens when you sell your business: the terms that matter more than price, the private equity reality most founders are not prepared for, and the deal landmines that blow up transactions after the LOI is signed. Richard brings more than 30 years of investment banking and operating experience. He has completed over $2.8 billion in transactions, including more than $400 million in fertility and physician practice management deals. He has served as CFO, COO, and CEO of high-growth companies and has been on both sides of the table as an operator and as an advisor. He joined MidCap Advisors, a boutique New York-based investment bank, after years of running his own advisory practice. In this episode, you will learn: ⚡️ Why the highest price is rarely the best deal and what terms actually determine your outcome ⚡️ What the LOI process looks like from indication of interest to definitive agreements ⚡️ What life really looks like the day after selling to a PE-backed buyer ⚡️ How to negotiate autonomy and alignment before you sign ⚡️ The deal landmines that show up post-LOI and how to avoid them ⚡️ Why founders who try to run the process themselves almost always leave money on the table Learn more about Richard and MidCap Advisors:  Website: https://midcapadvisors.com/  LinkedIn: https://.linkedin.com/in/rsgadvisorsllc/ Email: richard.groberg@midcapadvisors.com Connect with your host, Steven Monterroso:  LinkedIn: https://linkedin.com/in/determined2succeed/ Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/ Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/ Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms. #thisismapodcast #mna #exitplanning #privateequity #founders #healthcare #middlemarket #dealmaking 00:00 Intro 02:40 Why Selling Isn’t Just About Price 05:40 What First-Time Sellers Get Wrong 08:40 The Process: LOI to Close Explained 16:40 Private Equity, Friend or Foe? 22:38 Deal Landmines: How They Blow Up 34:08 Richard’s Journey from Journalism to M&A

3 Silent Deal Killers That Destroy Your Business Valuation with Lindsey Wendler | This Is M&A

Most CEOs think value equals revenue and EBITDA. Buyers think differently. In this episode of This Is M&A, Lindsey Wendler, Managing Director at 414 Capital, breaks down what buyers actually score you on, what you need to have in order before going to market, and what quietly kills deals before they close. Lindsey advises lower middle market companies on M&A, capital raises, and restructures across industries from roofing and landscaping to staffing and legal services. She is a Certified M&A Advisor and Certified Business Appraiser, Vice Chair of the AM&AA, and incoming President of that organization. She has been on both sides of the table — as an advisor and as a founder who started a business abroad and raised capital in Geneva, Switzerland. In this episode, you will learn: •  Why recurring revenue, management depth, and technology resistance matter more than most sellers realize •  How buyers use a valuation scorecard to raise or lower your multiple •  Why owner dependency is one of the most common deal limiters in the lower middle market •  What a Quality of Earnings report actually does for your valuation •  The silent deal killers showing up in diligence right now — from EBITDA disputes to I-9 compliance Learn more about Lindsey and 414 Capital:  Website: https://414capital.com/  LinkedIn: https://linkedin.com/in/lindseywendler/ Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/ Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/ Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/ Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms. #thisismapodcast #mna #mergersandacquisitions #exitplanning #middlemarket #founders #valuation #privateequity

Time Kills Deals: A Masterclass on Surviving Distressed M&A with Phil Cassel | This Is M&A

The cash runs thin. Debt piles up. The market turns against you. This is distress. In this episode of This Is M&A, Phil Cassel, Managing Director at Cassel Salpeter & Co., breaks down the early warning signs most founders miss, the playbook for protecting value under pressure, and why moving fast is the single most important thing you can do when things start to go wrong. Phil started his career at Alvarez & Marsal in the Turnaround and Restructuring Group, worked in private equity at Rialto Capital, and joined his father in building Cassel Salpeter & Co. into a 15-person boutique investment bank based in Miami. He has guided companies through distressed M&A, bankruptcy proceedings, and healthy transactions across healthcare, manufacturing, technology, consumer products, and more. In this episode, you will learn: * The early warning signs that your business may be heading toward distress * Why the most common mistake in distressed M&A is not moving fast enough * How to retain key people, manage suppliers, and preserve value when cash is tight * Why bankruptcy is not a dirty word and how it can actually protect jobs * What a Quality of Earnings report does for your deal and why it pays for itself * How lessons from distressed deals apply directly to healthy transactions Learn more about Phil and Cassel Salpeter & Co.:  Website: https://casselsalpeter.com/  LinkedIn: https://linkedin.com/in/philipcassel/  Email: pcassel@cs-ib.com 🔗 Connect with your host, Steven Monterroso:  LinkedIn: https://linkedin.com/in/determined2succeed/ Follow This Is M&A Podcast on LinkedIn:  https://linkedin.com/company/this-is-m-a/ Want to become our next guest?   Sign up or subscribe: https://sharevault.com/this-is-ma/ Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms. #thisismapodcast #mna #distressedma #restructuring #privateequity #founders #exitplanning #turnaround

The 4x Founder Who Borrowed $60K From His Grandma and Built Four Companies | This Is M&A

James Marciano has built four companies, sold several, invested in a dozen more, and now helps founders exit. He has sat at every seat at the table — founder, angel, LP, banker — and he came out of retirement because he saw that most investment banks only close 35% of their deals. Last year, Tuck Advisors closed 100% of theirs. In this episode of This Is M&A, James breaks down what it actually felt like to build in the chaos of the early internet, what founders today are getting wrong with capital, and the tactical moves that matter most when it is time to sell. In this episode, you will learn: •  What building a startup in 1995 taught James that still applies today •  Why raising too much capital is often just as dangerous as raising too little •  How companies are bought, not sold — and what a UFO can cost you if you are not prepared •  Why you should never tell a buyer your number •  The one thing James would change across all four of his startups Learn more about James and Tuck Advisors:  Website: https://tuckadvisors.com  LinkedIn: https://linkedin.com/in/marciano/  Email: justjames@tuckadvisors.com Specialties: Education, healthcare, sustainability, safety, pet industry Connect with your host, Steven Monterroso:  LinkedIn: https://linkedin.com/in/determined2succeed/ Follow This Is M&A Podcast on LinkedIn:  https://linkedin.com/company/this-is-m-a/ Want to become our next guest?  Sign up or subscribe: https://sharevault.com/this-is-ma/ Listen now on Apple Podcasts, iHeartRadio, Spotify, and all major podcast platforms. 01:00 - The Man Who Closed 100% Of His Deals Last Year 08:15 - What Building A Startup Felt Like Before The Internet Existed 13:20 - He Raised $6 Million Three Days Before The Dot-Com Cras 19:15 - Why You Should Think About Selling Before You Even Star 27:40 - How One Phone Call Doubled A $10 Million Exit 43:10 - Why Growing Up Poor Might Be The Best Business Training #thisismapodcast #mna #founders #startups #exitplanning #venturecapital #entrepreneurship