How to sell your business pt 4 Gotchas ep 70

How to sell your business pt 4 Gotchas ep 70

*They Offered $1 Million (Then Tried to Take It Back) | S2 Ep 70* The offer looked perfect. Then the buyer started changing the deal. What happens when a $1 million offer becomes $925,000? What if part of your payout gets locked in escrow for 18 months? What if the buyer wants to pay you with stock instead of cash? Most owners think getting the Letter of Intent means they're almost done. Brian and Brad know that's when the hardest part begins. This is Episode 70. The final chapter of selling your business. Earnouts. Escrow. Retrades. Due diligence surprises. The expensive mistakes sellers make after they think they've already won. *YOU'LL DISCOVER* • Why buyers often retrade after due diligence • How a $1 million offer quietly becomes $925,000 • Why escrow accounts change your actual payout • The danger of accepting private-company stock • How employees, customers, and competitors react to a sale *WHAT ACTUALLY WORKS* • Get as much detail as possible into the Letter of Intent • Expect buyers to challenge price and terms • Research the buyer as aggressively as they're researching you • Know exactly which assets belong in the deal *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 hosts and asks the questions business owners wish they'd asked sooner. *THE UNCOMFORTABLE TRUTH* "The best day of the process is getting the Letter of Intent. After that, everything gets harder." What's the biggest surprise you've seen during a business sale? SUBSCRIBE for new episodes every Friday. Real stories. No LinkedIn energy. *TIMESTAMPS* 0:00 - You Got the LOI. Now the Real Work Starts 1:25 - Why Earnouts Make Sellers Nervous 5:16 - The Retrade: How $1M Becomes $925K 9:50 - Escrow Holdbacks and Frozen Money 11:37 - The Private Stock Trap 17:33 - Asset Sale vs. Company Sale 20:00 - The Legal Bills Nobody Warns You About 25:00 - Employees, Customers, and Industry Reactions 27:23 - Brian's Final Advice for Sellers 30:47 - Ray the Barkeep's Clean Close *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 real stories about scaling companies, acquisitions, exits, leadership mistakes, and hard-earned lessons. 🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Four drinks for four ways a deal changes after the Letter of Intent. Pick the one that matches your situation. 🍸 *THE RETRADE* Brian Balduf - The storyteller who's seen the number change Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz honey syrup • 2 dashes Angostura bitters • Lemon twist The Vibe: You agreed to a million. Then the buyer found reasons it should be less. Starts sweet, finishes with bite. 🍸 *THE ESCROW HOLDBACK* Brad Balduf - The operator waiting for his money Recipe: • 2 oz reposado tequila • ¾ oz lime juice • ½ oz agave syrup • ½ oz orange liqueur • Lime wheel The Vibe: The deal closed, but some of your cash is still sitting in escrow. Frustratingly good. 🍸 *THE FINE PRINT* Matt Croke - The host reading the stuff nobody else wants to read Recipe: • 1.5 oz gin • ¾ oz elderflower liqueur • ¾ oz lemon juice • ½ oz simple syrup • Club soda • Lemon wheel • Shake first four with ice, strain, top with soda The Vibe: The headline said $1 million. The fine print said something very different. Escrow. Earnouts. Holdbacks. Matt spent the episode asking the questions sellers forget to ask until it's too late. Looks simple. Hides a lot. 🍸 *THE CLEAN CLOSE* Ray the Barkeep - The guy who knows when the deal is finally done Recipe: • 2 oz Tito's Handmade Vodka • ¾ oz fresh lemon juice • ½ oz simple syrup • Splash soda water • Lemon wheel • Shake first three with ice, strain into rocks glass, top with soda The Vibe: No earnout. No escrow. No surprise stock certificates. No lawyers calling at 4:55 on Friday. Just cash in the bank, signatures on the paper, and a handshake on the way out the door. Ray likes his drinks the same way he likes business deals: simple, clean, and finished. Make all four. The Retrade? The Holdback? The Fine Print? The Clean Close? Tell us which one you've lived through. *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 #mergersandacquisitions #leadership #ceobros #exitstrategy #howto #howtosellmybusiness #sellmybusiness #startuplife

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