EPISODE 227. This episode of Shoot the Moon explores the emotional and practical challenges sellers face during the M&A process. Matt Lockhart and Ryan Barnett discuss why sellers often experience “cold feet,” what triggers uncertainty, and how advisors can guide them through preparation, diligence, and negotiation. The conversation highlights the importance of clear expectations, advisor support, and maintaining confidence through every stage of a deal.
Seller Hesitation: Common due to identity tied to business, timing doubts, and emotional strain.
Preparation Stage: Proper financial, marketing, and buyer prep helps set realistic expectations.
Valuation Shock: Sellers often question decisions after seeing valuation numbers—advisors help manage expectations.
Diligence Process: Demanding, sometimes invasive; advisors keep momentum, filter excessive requests, and provide clarity.
Definitive Agreement: Overwhelming but manageable if focus stays on critical deal terms (e.g., reps & warranties).
Final Stretch Fatigue: Negotiations often leave both sides slightly dissatisfied—a sign of balance in deal-making.
Advisor Role: Part deal-maker, part counselor, part “bartender” listening ear; critical in sustaining motivation.
Managing Fear of Unknown: Build certainty through qualified buyers, realistic valuations, and clear legal terms.
Wellness Tip: Sellers should take breaks (vacations, weekends) post-LOI to recharge and avoid burnout.
Outcome Vision: Keep focus on strategic fit, cultural alignment, and long-term financial reward.
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Episode 217: How to Keep a Level Head During an M&A Process. Listen now >>
Episode 201: Restarting the M&A Journey: Strategies for Sellers After a Failed Combination. Listen now >>
Matt Lockhart (00:18):
Hello and welcome to this week's edition of the Shoot the Moon Podcast, brought to you by Revenue Rocket, the M&A people for IT services companies worldwide.
Thank you for joining us today. With me is my partner, Ryan Barnett. We're missing our fearless leader, Mike Harvath, but he should be back shortly. I have an interesting but important topic today. Ryan, how are you doing?
Ryan Barnett (00:56):
Hey, Matt, thanks for having the podcast. I'm doing really well. You know here at Revenue Rocket we are M&A advisors for IT services people, and we oftentimes deal with buyers and sellers in this marketplace.
A couple of things that have popped up this week are sellers who—after going through the process—start to wonder: Is this the right time? Is this the right deal? It’s natural for sellers to get cold feet, given how complicated selling a business is—from the emotional strain to the legal complexity.
Matt Lockhart (02:12):
Great topic, Ryan. Many of the firms we deal with are founder-led or partner-led businesses. Selling the company represents one of the most significant decisions of their lives. A huge part of their identity and net worth is tied up in their business.
So, when it comes time to sell, it’s only natural to question: Is now the time? Am I doing the right thing for myself, my team, and my customers? These emotional responses can appear at many points in the process. Managing them is essential.
Ryan Barnett (04:47):
Exactly. For most sellers, their company feels like their “baby.” Letting go is difficult. Sellers may feel hesitation multiple times—whether at the decision stage, when they see their valuation, or during diligence. Advisors can help bring perspective: is the business ready, are the right people in place, and is the timing aligned?
Matt Lockhart (06:53):
Setting expectations early is key. The M&A process takes time—preparing marketing materials, financials, identifying buyers, and aligning the seller’s team. Transparency and regular updates prevent surprises. Emotional check-ins are also important. Sellers need space to voice how they’re feeling.
Ryan Barnett (12:42):
The valuation stage is often a turning point. Seeing the actual number can trigger doubt. Advisors help align expectations with market realities so sellers don’t become discouraged. From there, finding the right buyer with cultural and strategic fit becomes the next hurdle.
Matt Lockhart (14:28):
Exactly. A good advisory team is part counselor, part deal-maker, and even part “bartender”—listening and supporting. Keeping motivation high while also managing deal mechanics is critical.
Ryan Barnett (15:48):
Sellers often fear the unknown: what happens after closing, or how diligence will play out. How can they overcome this?
Matt Lockhart (16:22):
By building certainty—showing qualified buyers, validating valuations, and protecting sellers with strong deal terms and legal support. That combination reduces fear and builds confidence.
Ryan Barnett (19:02):
Due diligence can feel invasive—buyers want every detail. Sellers need a strong advisor team to filter requests, prepare documentation, and keep momentum.
Matt Lockhart (20:50):
Right. Advisors make sure diligence stays focused on what matters—quality of earnings, customers, team strength. They also ensure buyers don’t ask for irrelevant details. Preparation and support here are critical.
Ryan Barnett (24:24):
Next comes the definitive agreement. Sellers often feel overwhelmed by the length and legal complexity.
Matt Lockhart (25:15):
True. But not every clause is critical. We guide sellers to focus on what matters most—like reps and warranties. Advisors and lawyers highlight risk areas, manage timelines, and keep negotiations productive.
Ryan Barnett (28:01):
That’s where confidence becomes essential—starting with confidence, keeping it, and ending with it.
Matt Lockhart (28:44):
Exactly. And it’s important to remember: negotiation means compromise. Both sides will give and get. Sellers must view challenges as “just business,” not personal.
Ryan Barnett (31:39):
At the finish line, fatigue sets in. Both sides may feel slightly unhappy—but that’s often a sign of a balanced deal. Keeping momentum, focusing on the future, and remembering why the deal began is what gets sellers across the line.
Matt Lockhart (33:03):
Great point, Ryan. And one last piece of advice: take breaks. After signing an LOI, take a vacation, a long weekend, or step back for a while. Sellers don’t need to be “on” 24/7—that’s what the advisory team is for. Breaks prevent burnout and help sellers stay strong until closing.