Shoot the Moon with Revenue Rocket
The Sell Side Masterclass for Tech Services Founders: What is my Take Home?
Episode Summary
What are the biggest factors that impact what you take home post transaction? Sellers often anchor on the “headline” enterprise value, then get surprised by what actually hits their bank account. In this episode, the team breaks down net proceeds: taxes, debt payoff, advisor fees, working capital adjustments, and timing items like escrow/holdbacks, seller notes, and earnouts. They also cover how Quality of Earnings (QoE) and diligence can pressure EBITDA—and why “diligence defense” and proper preparation protect your price.
Episode Notes
What we cover
- Enterprise value vs. net proceeds: why the headline number isn’t the check you cash
- The biggest “below-the-line” items that reduce proceeds:
- Taxes (often the largest bite)
- Debt payoff in cash-free, debt-free deals
- Working capital targets and true-ups
- Professional fees (M&A, legal, tax, accounting/QoE)
- Timing vs. reduction: how escrow/holdbacks and seller notes can delay (not always reduce) proceeds
- Reps & 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 EBITDA
- The recurring theme: start early—prep with M&A, tax, and legal advisors before you’re in a live deal
Listener takeaway
If 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?”
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