The first offer buried a third of its value in a three-year earnout. Six months of pre-market work removed the dependence; it closed at $17M to $20M, ninety percent cash.
Request a Confidential ValuationThe business ran on the founder's calendar. He was the lead architect, the closer on every enterprise renewal, and the first call for three of the five largest clients. The first acquirer priced that dependence directly: a $16M headline with $6M locked in a three-year earnout that required him to stay, hit targets he would no longer control, and report to an integration executive. The buyer was not pricing the company. It was pricing its fear that the company was him.
He had planned to be out within a year, so we started inside the business, not in the market. Over the six months before launch, the second engineer took over architecture publicly, client relationships were transitioned in pairs, the top five accounts were renewed on terms that did not name the founder, and a sales lead was hired and given two quarters of closed business to point to. When the process launched, the materials led with the management layer rather than hiding it. Eleven buyers came under NDA.
The winning bid was $17M to $20M with ninety percent cash at close and a single one-year holdback tied to retention the team, not the founder, would deliver. The earnout was not negotiated down. It was engineered out of the deal before the deal existed. When the buyer's fear is the founder, the fix is not better terms. It is a business that demonstrably runs without him.
When the buyer's fear is the founder, the fix is not a better earnout. It is a business that demonstrably runs without him before the process begins.
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