In this “selling-in” installment of Shoot the Moon, Mike Harvath, Matt Lockhart, and Ryan Barnett tackle the question every founder eventually faces: “You sold your business—now what?” They break down the two common exit paths—sell-in (recap with a minority roll-over) versus sell-out (full exit)—and explain why the post-close experience and upside look very different in each case. Drawing on personal exits, recent client deals, and decades of advisory work, the trio explores how to: craft a realistic personal plan before the wire hits so idle time doesn’t turn into regret; assess cultural fit just as rigorously as financials to avoid post-close “dissonance”; treat earn-outs and equity rolls as risk-managed upside, not “funny money,” and stay engaged so they actually pay out; prepare emotionally for shifting relationships once you’re no longer “the boss” and channel your entrepreneurial energy into a new chapter. Throughout the conversation they emphasize that a clear roadmap—and the right advisor bench—turns a life-changing liquidity event into a springboard for the coveted “second bite at the apple.”
| Time | Topic / Segment | Key Takeaways |
|---|---|---|
| 0:00 | Welcome & July-4th setup | Why founders start thinking about “life after the sale” over holiday downtime |
| 1:30 | Sell-In vs Sell-Out 101 | Minority recap = keep equity & help scale; full sale = plan your next move now |
| 4:45 | Identity shift after selling-in | Accept you’re “not the final veto” and learn to lead through others |
| 8:00 | Culture makes or breaks integrations | Revenue Rocket’s culture-scoring rubric and red-flag examples |
| 12:50 | Planning the personal side | Take real think-time, schedule a post-close celebration, and set fresh goals |
| 16:40 | Earn-outs & risk management | 86 %+ of well-structured earn-outs pay—stay involved to land them |
| 21:20 | “Project Neptune” case study | 180 buyers → 60 NDAs → 12 IOIs → one ideal partner; why a full process matters |
| 27:30 | Bridging valuation gaps | Education, comps, and competition beat wish-list multiples |
| 29:45 | Life after the wire | New opportunities, family-office dreams, or a fresh start—just have a plan |
| 33:00 | Final advice | Find an advisor whose depth, track-record, and personality align with yours |
Actionable Nuggets
Draft two roadmaps: a 90-day integration game-plan and a personal “what’s next” list.
Pressure-test cultural alignment early—values mismatches cost more than deal points.
Treat the earn-out like your new bonus plan: stay plugged in or negotiate influence levers.
Celebrate intentionally: marking the exit helps you mentally close one chapter and open another.
Use these insights to ensure your own exit isn’t just a payout, but the prologue to an even bigger success story.
Mike Harvath (0:06): Hello and welcome to this week’s Shoot the Moon Podcast, broadcasting live and direct from Revenue Rocket world headquarters in Bloomington, MN. You probably know—although maybe you don’t—that Revenue Rocket is the world‑premiere growth‑strategy and M&A advisor for tech‑enabled services companies. With me today are my partner Matt Lockhart and Ryan Barnett. Welcome, guys.
Matt Lockhart (0:33): Good to have you, Mike. We’ve missed you for a couple of weeks, but it’s always better to have you at the helm, my friend. It’s a great day here in Minnesota and, when that sun starts shining, we get a little flustered—it’s tough to communicate, I guess—but it’s a great day. We’ve got a great subject. Ryan, what’s happening?
Ryan Barnett (1:06): Hey, guys—thanks again for tuning in. Today is another great one for us. We’ve been working on Project Neptune, a sell‑side deal for Revenue Rocket—which means we represented the seller in a transaction—and that deal closed late last week. So today we want to walk through what it takes to take an MSP to market, and, if you’re considering a sell‑side deal, what that process looks like. Mike, Matt—you both worked with our client for quite some time. Can you describe the firm in general and what made them an interesting sell‑side client for Revenue Rocket? Mike, why don’t you get us started?
Mike Harvath (1:55): Sure thing. This was an infrastructure managed‑services company on the West Coast—very well run, very profitable, doing what most infrastructure MSPs do. The founder had deep expertise in data‑center development for large enterprises but, in recent years, shifted more toward traditional SMB infrastructure managed services and did a great job.
Ryan Barnett (2:51): A little more detail: the company had about 30 percent growth going into the year and strong EBITDA margins—around 30 percent adjusted EBITDA. A well‑performing firm. Part of the discussion was: I’ve built a healthy business—the recurring revenues, growth, and profit are all there. Matt, when you hear those numbers and you’re looking to represent a company, how do they sound compared to others who might be listening today and thinking of taking their firm to market?
Matt Lockhart (3:44): Strong performance. One of the key things we evaluate is the track record of that performance, and Project Neptune had consistent growth and profitability. They were in the upper tiers on metrics. Another note for anyone considering a sale: they had their ship in order financially—clean, consistent accounting. You want to demonstrate a track record, be in the upper quartile, show forecast stability, and have that come through on paper.
Ryan Barnett (5:13): The owners built the business to a stage with strong EBITDA but weren’t interested in scaling further themselves. Mike, what early signals show it might be time to combine with another firm to help both the company and the owners’ financial situation?
Mike Harvath (5:58): Leadership realized growing one of these businesses is tough. They’d been successful but saw ups and downs. They felt they needed to be part of something bigger to continue scaling—roles, infrastructure, support. They weren’t selling out; they planned to stay on, roll equity into the new entity, and be owners in it. They believed in the combined mission, so they decided to run a process with us.
Ryan Barnett (7:59): When we started, it was a husband‑and‑wife team: the husband was CEO with enterprise‑application and security background, and his wife handled finance—but she was ready to step away. Matt, what other stresses or signals do you see from founders when they decide it might be time to move on or partner up?
Matt Lockhart (9:03): Businesses have natural inflection points as they grow—levels of responsibility and reinvestment. Founders reassess work‑life balance and personal investment when they hit those points. Sometimes they decide it’s time to de‑risk, join something larger, or start a new chapter—exactly what happened with Project Neptune.
Deal Preparation & Marketing
Ryan Barnett (11:27): The owners researched advisors, talking with bankers, peers, and industry groups before selecting us. Our intake phase focused on vision, structure preferences, financial deep‑dive, and ideal buyers. We packaged the story—teaser, CIM, landing pages—and built a buyer list.
• 180 targets approached • 60 NDAs signed • 12 IOIs received
Matt Lockhart (19:33): The seller said the process felt “easier than expected” because we handled the heavy lifting, letting them keep running the business. Clear financials, strong narrative, and disciplined outreach narrowed the field quickly.
Ryan Barnett (22:08): One benefit was keeping the team focused despite lofty valuation hopes—initially ~12× EBITDA. Mike, how did we bridge that expectation gap?
Mike Harvath (23:17): A credible, unbiased valuation grounds expectations. Ultimately, value is what a buyer will pay. We educate clients on real market comps, create competition, and optimize structure—cash at close, equity roll, earn‑out, seller note—as appropriate.
Ryan Barnett (27:32): When offers arrived, what structures did we see, and what won?
Mike Harvath (28:12): Across the 12 IOIs we saw every mix of cash, equity, earn‑out, seller note. The chosen LOI was mostly cash with a small equity roll and earn‑out—a strong enterprise value that met the seller’s goals.
Matt Lockhart (31:54): Delays happen—buyer financing tweaks, corporate approvals—but an advisor helps gauge whether delays are benign or a red flag. Here they were pragmatic and ultimately beneficial for the combined company.
Closing & Advice
Ryan Barnett (34:55): Coming together can take time; buyers often need to settle their own strategy. Keeping sellers focused on customers is crucial.
Mike Harvath (36:28): Choose an advisor you trust—one with depth in research, outreach, finance, and relationships in your niche. Check their longevity, reputation, success rate, and cultural fit.
Ryan Barnett (40:28): That’s a wrap, Matt—any closing thoughts?
Matt Lockhart (40:34): Congrats to Project Neptune and their buyer. Looking forward to seeing them grow.
Mike Harvath (41:07): With that, we’ll tie a ribbon on this week’s Shoot the Moon Podcast. Tune in next week for more M&A and growth‑strategy insights for tech‑enabled services. Have a great week!