Deal Structure and Earn-Out

Jay Richards spent five months deep in an acquisition process. He had a letter of intent. He had mentally checked out. He was planning what came next.

Then issues surfaced in diligence and the deal collapsed.

This week on Built to Sell Radio, Jay walks John Warrillow through the full story of selling Imagen Insights, a qualitative research platform with clients like Visa, Google, and Amazon, and how you discover how to navigate two very different acquisition conversations and come out the other side with a deal you are genuinely happy with.

You'll learn why:

• an LOI means far less than you think, and how problems in your books can kill a deal

• founders who shop their company can signal desperation, and what Jay did instead

• the eventual buyer valued the business on EBITDA instead of revenue, and why that worked in Jay's favor

• Jay accepted an earn-out worth more than half the deal, and why he was comfortable with it

• handing out equity without vesting created a problem at the worst possible moment

• a long-standing accountant relationship does not guarantee clean books, and how this nearly killed the deal

• the moment the DocuSign came through did not bring relief, but a flood of new ideas