Advertise on podcast: Shoot the Moon with Revenue Rocket

  OTHER EPISODES IN THIS SERIES: Part 1. Knowing When It’s Time to Sell: Listen now >> Part 2. Get Your House in Order: Listen now >> Part 3. Valuation Drivers: Listen now >> Part 4. What is my Take Home? Listen now >> Part 5. It Takes a Village. Listen now >> Part 6. The First 30 Days of a Process. Listen now >> Part 7. Finding the Right Buyer. Listen now >> Part 8. Deal Structures 101. Listen now >> Part 9. Due Diligence. Listen now >> Part 10. Definitive Agreements and the Final Stretch. Listen now >> Part 11. What Happens After the Deal Closes. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Closing the deal is not the finish line. It is the beginning of the next chapter. In this episode of the Seller Master Class Series, Mike, Matt, and Ryan walk through what sellers should expect after a transaction closes. They cover how to protect customer confidence, reassure employees, establish communication cadence, and prioritize the right operational changes without disrupting service delivery or cash flow. They also discuss the founder’s transition after closing, common post-merger integration missteps, and what success looks like in the first 100 days. What you’ll learn in this episode: What matters most in the first 30 days after closing How to communicate the transaction to employees and customers Why messaging and leadership alignment are critical post-close What operational changes should happen first and what should wait How founders should prepare for the emotional and practical shift after selling The KPIs that signal a healthy integration in the first 100 days Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Key takeaways The LOI is not the final deal. It is more like a handshake on price and core terms, while definitive agreements create the legally binding structure of the transaction. The focus shifts from headline economics to risk allocation, including representations, warranties, indemnification, escrows, working capital, and earnouts. Sellers should expect multiple transaction documents, including the purchase agreement, employment or transition agreements, non-compete and non-solicit provisions, disclosure schedules, and sometimes escrow or lender-related documents. An M&A advisor should protect deal momentum and economics, while legal counsel should focus on legal exposure. Letting attorneys drive business negotiations can create delays and unwanted tradeoffs. Disclosure schedules require a major lift because they support the reps and warranties in the agreement and must fully disclose contracts, employee matters, vendor agreements, litigation issues, notices of termination, and other material business details. Closing day is often surprisingly anticlimactic when the deal has been well managed. Most signatures are already in place, wires are released, and the team confirms final execution and funding. Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

EPISODE 245.  Key Takeaways: What due diligence is: The buyer’s inspection/audit of the seller’s business to confirm the story, financials, contracts, and assumptions made pre-LOI. The emotional shift for sellers: Post-LOI can feel like “we’re done,” but diligence is often the most challenging phase and can be exhausting and distracting. Why buyers do it: Risk mitigation and validation, plus identifying upside (synergies, growth investment opportunities, consolidation savings). Common seller mistake: Underestimating diligence and showing up unprepared, both emotionally and operationally. Role of an M&A advisor: First point of contact, ensuring data is clean/defensible, fast response cadence, and pushing back where appropriate. “Scope creep” reality: Multiple outside parties (QoE, tax, legal, integration) often ask overlapping questions, creating a “Groundhog Day” effect without strong process management. Top diligence areas buyers focus on: Revenue quality, customer concentration, contracts/renewals, security posture, key person risk, and scalable delivery model. Retrade risk signals: Business performance softening during diligence, messy financials, messy contracts, or major unexpected changes in the business. Keep momentum (they cite ~90 days as a good diligence window) and don’t let diligence distract leadership so much that performance slips. Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In this installment of the Sell Side Master Class, Ryan and Mike break down deal structure, the terms behind the headline enterprise value and why structure can matter as much as (or more than) price. They walk through the most common components of consideration in IT services M&A: cash at close, earnouts, seller notes, and rollover equity, including where each can create upside and where hidden risk lives. Mike explains why earnouts often get an unfair reputation, what “good” earnout design looks like, and why indexing to revenue is typically safer than profit. They also cover how seller notes work (and why they’re subordinated to bank debt), what rollover equity really means in a PE-backed deal, and the “often missed” lever of working capital, including how sellers can accidentally leave money on the table without the right guidance. Tune in as we talk Deal Structures 101. DEAL STRUCTURES WE DISCUSS: Cash at close: The portion of the purchase price you receive when the deal closes. In the episode, this is framed as the most straightforward form of consideration and the “baseline” sellers compare other components against. Earnout: A contingent payment you can earn after closing if the business hits agreed performance targets. Mike explains that earnouts often work best when they’re indexed higher on the P&L (commonly revenue, sometimes gross margin) and structured with a “lane” or prorated payout range instead of an all-or-nothing cliff. Example from the episode’s concept: if revenue lands within a defined band around the forecast, you receive a proportional earnout payout. Seller note: Seller financing where the seller effectively becomes a lender to the buyer for part of the purchase price. The transcript describes this as the seller “acting like the bank,” typically with interest, and notes that it is usually subordinated to senior bank debt. Example conceptually: you receive part of the price over time as principal plus interest rather than all at close. Rollover equity: The seller reinvests a portion of proceeds into the new ownership structure, keeping equity in the business post-transaction. In the episode, this is discussed as the “second bite of the apple,” often seen in PE-backed deals where the seller participates in future upside at a later liquidity event. Working capital adjustment: A structural mechanism that sets a working capital “target” at close and adjusts the seller’s proceeds up or down depending on whether the company delivers more or less working capital than agreed. The transcript emphasizes this as an often-overlooked lever and discusses that many owners are overcapitalized, meaning working capital can meaningfully impact what the seller takes home if negotiated correctly. Mixing structures to optimize EV and share risk: The episode repeatedly frames structure as a way to balance risk between buyer and seller and sometimes increase headline enterprise value. Example concept: a buyer may offer a higher total value if some portion is contingent (earnout) or deferred (seller note) versus paying the entire amount in cash at close.   OTHER EPISODES IN THIS SERIES: Part 1. Knowing When It’s Time to Sell: Listen now >> Part 2. Get Your House in Order: Listen now >> Part 3. Valuation Drivers: Listen now >> Part 4. What is my Take Home? Listen now >> Part 5. It Takes a Village. Listen now >> Part 6. The First 30 Days of a Process. Listen now >> Part 7. Finding the Right Buyer. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Other Episodes in this Series Part 1. Knowing When It’s Time to Sell: Listen now >> Part 2. Get Your House in Order: Listen now >> Part 3. Valuation Drivers: Listen now >> Part 4. What is my Take Home? Listen now >> Part 5. It Takes a Village. Listen now >> Part 6. The First 30 Days of a Process. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

What does it really feel like when you decide to sell and the process officially begins? In this Sell-Side Master Class episode, we walk through month zero and the first 30 days of a sell-side process: the pre-market foundation, the time commitment, and the “transfer” that has to happen so an advisor can speak like they’re part of your team. We cover the core information you’ll be asked to assemble (financials, customer data, employee data, forecasting, go-to-market materials), plus the practical reality that founders often need to keep the circle tight to avoid data leakage internally. We also explain the role of the three key documents that drive early-stage buyer movement: Teaser (anonymous, broad interest) Confidential Information Memorandum (CIM) (post-NDA, full story) Financial packet / data room (deeper dive, typically after qualification) Finally, we talk through a critical leadership question that often evolves during the process: are you selling in or selling out? And we close with a simple reminder: preparation equals leverage because speed and clarity protect value.   Other Episodes in this Series Part 1. Knowing When It’s Time to Sell: Listen now >> Part 2. Get Your House in Order: Listen now >> Part 3. Valuation Drivers: Listen now >> Part 4. What is my Take Home? Listen now >> Part 5. It Takes a Village. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Key takeawaysStart building your advisor relationships 6–12 months pre-exit—waiting until LOI puts the close at risk (“time kills all deals”).Your M&A advisor is the quarterback: runs the process, manages buyer psychology, protects your time, and helps prevent value leakage and retrades.Advisor red flags: guaranteed above-market multiples, vague deliverables, weak references, and “exclusive” lockups that pay them no matter what.Use an experienced M&A attorney (not a generalist) who understands negotiation tradeoffs—over-lawyering can derail otherwise good deals.Tax + financial hygiene matter: get clean, diligence-ready financials and understand structure implications; a QoE may not be required if you’re already well-prepared. Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

What we coverEnterprise value vs. net proceeds: why the headline number isn’t the check you cashThe biggest “below-the-line” items that reduce proceeds:Taxes (often the largest bite)Debt payoff in cash-free, debt-free dealsWorking capital targets and true-upsProfessional fees (M&A, legal, tax, accounting/QoE)Timing vs. reduction: how escrow/holdbacks and seller notes can delay (not always reduce) proceedsReps & warranties: why buyers want protection, and the two common ways to structure it (escrow vs. RWI)QoE + diligence: how add-backs get challenged, how deals get “retraded,” and how to defend your EBITDAThe recurring theme: start early—prep with M&A, tax, and legal advisors before you’re in a live deal Listener takeawayIf you want confidence in your outcome, don’t just ask “What’s my valuation?” Ask “What’s my take-home, when do I receive it, and what could reduce it?”   Other Episodes in this Series Episode 1: Knowing When It Is Time to Sell. Listen now >>Episode 2: Get Your House in Order. Listen now >>Episode 3: Valuation Drivers. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

What Your Business Is Worth: Valuation Drivers for Tech-Services Firms Valuation vs. EBITDA multiple: why they’re not the same thingBuyers price future performance and confidence in future cash flowsRevenue quality premiums/discounts: recurring/contracted revenue, churn, concentrationAdjusted EBITDA + add-backs: what’s “clean” vs. what gets rejectedSpecialization + growth consistency: vertical expertise can drive premiumsValuation killers: messy books, contracts, founder dependencyHow to increase value in 1–2 years: positioning (incl. AI), revenue quality, leadership/operating model  The Sell Side Masterclass for Tech Services Founders Series: Part 1. Knowing When It’s Time to Sell: Listen now >> Part 2. Get Your House in Order: Listen now >>   Our Podcast playlist for Sellers: https://www.revenuerocket.com/podcast-episodes-for-sellers/   Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In this Seller Master Class episode, the team digs into readiness: the unsexy work that makes or breaks your deal. Last time, they explored the decision to sell. This week is all about getting your house in order so buyers can move quickly and confidently through diligence. We cover why “time kills all deals” and how the vibrancy or cadence of a deal is driven by how fast you can deliver clean, accurate information. Financial readiness basics: Clean P&L with defensible add-backs and clear, normalized EBITDAMoving from cash to accrual accounting and resolving open issuesUnderstanding your revenue mix (recurring vs. one-time vs. resale, deferred revenue)Showing consistency over years, not just monthsPeople & leadership readiness: Reducing over-dependence on the founder across sales, operations, and deliveryDemonstrating a leadership team that can scale and executeSuccession planning — including “who’s in the tent” during a transactionUsing data (e.g., sales leadership forecasting growth from customer intimacy) to prove leadership impactOperational readiness: Tool stack hygiene, systems that actually work, and useful dashboardsPSA/ticketing discipline and clarity on what makes up your gross marginTransferable contracts with clean renewal and termination languageCustomer satisfaction metrics buyers will want to seeCustomer & contract hygiene: Clear target market and GTM strategy (vertical, size, geography, problem-based, etc.)Demonstrating long-term, renewing, high-intimacy customer relationshipsMaking sure contracts and your chart of accounts tell the same story buyers see in the dataLegal and compliance housekeeping: Corporate and regulatory filings (e.g., secretary of state docs, LLC details)Clean cap tableFixing misclassified contractors, missing signatures, and expired MSAs before diligenceIf you only have 90 days to get ready: Prioritize financial readiness and third-party-vetted numbersTighten up contracts and leadership accountability (“who’s who in the zoo”)Start building a data room with financial, contract, and operational data buyers will expect to seeTying it together with strategy: How “selling in” vs. “selling out” ties to your readiness story Showing that your differentiation, GTM, and organization are well thought out — and executable with or without the founder in the seat This episode is perfect for: Founders and leaders of IT services and MSP firms who see an exit on the horizon and want to avoid value-eroding surprises in diligence. Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In This Episode: Why deciding to sell your business is one of the hardest calls a founder makesEmotional factors behind the decision — purpose, identity, and timingEarly “readiness signals” and how to spot themThe difference between selling out vs. selling inThe “Sunday Test” and “Three-Year Test” how to self-assess your motivationThe importance of alignment at home before you make the decisionLow-stakes steps to start preparing today: valuation, readiness checks, and building your advisory team  Key Takeaways: Selling isn’t quitting: it’s moving to the next chapter.If you’re dreading Monday, it may be time to sell out.If you’re energized about new growth, selling in might be the better path.Confidence, alignment, and preparation are the foundation of M&A readiness.A trusted advisor helps you navigate both the emotional and financial journey.  Related Episodes: Episode 235: Tell Tale Signs it is Time for an Exit. Listen now >>Episode 222: Seller Readiness: What to Do When a Buyer Comes Knocking. Listen now >>Episode 214: When to Sell Employees you are Selling the Business. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In this episode, Matt and Ryan break down the concept of “selling in” - partnering with growth capital to scale your IT services business - versus “selling out.” They explore how founder-led companies can leverage private equity or family office investments to unlock their next stage of growth without giving up control or purpose. From the second bite of the apple to choosing the right platform partner, they share insights on when, why, and how to align ambition with the right capital. Key Takeaways: The difference between selling in and selling outWhat “growth capital” really means in today’s IT services M&A marketThe second bite of the apple — and why it often pays more than the firstHow to evaluate investors and cultural fit before taking on a partnerWhen not to take capital — knowing when your organic growth still worksQuote: “Oftentimes people make more money in the second bite of the apple than they did the first.” — Matt Lockhart Listen if you’re: A founder wondering how to scale past your current ceilingCurious about private equity partnerships in IT servicesDebating between continuing solo or joining a platform  RELATED EPISODES: Episode 233: Grow, Buy, or Sell to Grow. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Episode 235: What we cover Personal vs. company readiness: passion, energy, and risk appetiteScale ceilings: when you need more talent, capital, or partners“Wearing every hat”: the founder role that’s become unsustainableMarket timing vs. company health (multiples vs. demand)External shifts (e.g., AI) that change the calculusTired vs. done: tests to gain clarity (distance, peers, spouse)Life after close: purpose > plan, and why that mattersAge, seasons, and the cost of waiting too long  RELATED EPISODES: Episode 234: Deal Urgency in Q4: How to Close (or not close) Before Year-End. Listen now >> Seller Readiness: What To Do When a Buyer Comes Knocking. Listen now >>   Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Show NotesWhy Q4 creates natural urgency: capital deployment, tax timing, clean year-end cutover, and internal fund deadlines.Realistic timelines: ~90 days from LOI to close (60 if exceptionally well-planned and resourced).How to avoid year-end derailers: risk-based diligence, weekly cadence, the “it takes a village” resourcing mindset.Practical prep checklist: books buttoned up, pre-diligence, a single project plan with stage gates, industry-savvy QofE team, and agile communication (not waterfall ticket-ping-pong).Holiday calendar tactics: set stage-gate deadlines with buffer before Thanksgiving and other outages.When to push to January: tax strategy, team fatigue, culture/relationship health, and any material renegotiation that resets the clock.Pro tip: use Q4 to prepare even if you won’t close—calibrate valuation, market timing, and build the 2026 plan with advisors.Thinking about closing in Q4, or setting up a smart January start? Revenue Rocket has led hundreds of IT services deals. If you want a realistic path to close, a risk-based diligence plan, or a sanity check on timelines, let’s talk. Listen to Shoot the Moon on Apple Podcasts or Spotify. Buy, sell, or grow your tech-enabled services firm with Revenue Rocket.