We're Quietly Selling This Business For $10M+
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We're Quietly Selling This Business For $10M+

Ryan Daniel Moran 08.04.2026 4 280 просмотров 149 лайков

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In this episode, we're walking through a real case study on how to prepare an e-commerce business for a $10M+ exit. We break down the tax planning strategies, financial recasting, and recurring revenue plays that can double or triple your valuation. Learn more about our cohorts and how you can partner with us at Capitalism.com, head to https://capitalism.com/partners Timestamps (0:00) Introduction: Positioning a $7M revenue business for a $10M+ exit (2:00) Standard Problem: Most founders settle for 3X multiple, leaving (5:00) Business Valuation Works: Why 3X profit multiple is incomplete (7:00) Hidden Costs: Seller notes and payment structures dramatically reduce actual proceeds (9:00) Ryan's $16M Sale Mistake: Walked away with only $7.2M due (12:00) Tax Hack: Small business exemption can make a $10M exit 100% tax-free (14:00) Strategy #1: Use trailing 12-month numbers to capture growth momentum (18:00) Recasting books from cash to accrual (21:00) Moving Beyond 4X: How to reach 5X, 6X, or even 7X multiples (23:00) Building Recurring Revenue: TikTok Shop and Subscribe & Save create buyer confidence (29:00) Reducing Founder's Risk: Systemize yourself out of the business to increase valuation (34:00) Setting Your Terms: Walk in with your own deal terms (36:00) Negotiation Floor: $10M cash minimum OR 6X EBITDA on a seller note (41:00) Plan Ahead: Start optimizing your business 6-12 months before exit (43:00) Call-to-Action: Learn more about Ryan's coaching program

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Introduction: Positioning a $7M revenue business for a $10M+ exit

Right now, we're in the middle of preparing a business to sell for $10 million. Even though the market for e-commerce businesses has been kind of ice cold lately, and we're bringing this company to market for sale for a minimum of $10 million, most people when they look at this business would tell us that we could not get that price point for this business, including the founder of this business. So, in this video, I'm going to walk you through how we plan to sell this business for more than $10 million. And I will walk you through the numbers and show you how we position this business so that we get the maximum amount of money when we sell. Before we dive into the nitty-gritty, I want to give a uh two disclaimers here. First of all, I have not finalized these numbers, meaning I have not gone and finished our audited books. So, I'm going to be using some loose numbers. Also, I have not yet gotten permission from the founder to share all of these details. So, I'm not going to be talking about the sector that this business is in or what the business is. I'm going to be leaving that private for now, but I may release more details as we get closer to a deal. So, I'm going to be more vague than I like to be in a lot of my videos. I try to give you guys all of the details and have no secrets. And finally, this is a meaty piece of content. I am going to be going through financials and how we restructure financials and how things can be structured so that you pay fewer taxes. This is going to be meaty. This is probably not going to be passive listening. So, forgive me if I go too much into the weeds. I want you to walk away with as much value as possible from this piece of content. Now, here's what makes this interesting. If we were to sell this business the way that most people would say that you should sell a business, the founder might walk away with $3 million, maybe $5 million on the high end. And that was actually his

Standard Problem: Most founders settle for 3X multiple, leaving

goal. That was the founder's goal. If I could walk away with $5 million, I would be really happy. And I looked at him after looking at the details of the business and said, "No, we're going to sell this for way more money. " The reason why I know that is because I sold a business in 2017 for $16 million. At least that was the on paper number. That's the amount of money we were supposed to get. But I made every mistake possible as an entrepreneur who had never sold a business for a whack ton of money. And I probably left six to 8 million on the table by not doing a few things. And in this video, I'm going to walk you through how we're correcting it this time forward. And if you do some of those things, you will position your business to sell for the maximum amount of money. And this is true even if you're not getting ready to sell a business right now. If you do these things in your business way ahead of time, you're going to be in a position to both have a better business and get the maximum amount of money when it is time for you to exit. And this is true whether you have a business that's doing $500,000 a year or you are at $5 million. In fact, one of the things that's going to allow us to sell for $10 million or more is the fact that we have been preparing for this for a year or so. We looked ahead and said, "Okay, when do we want to sell this company and what do we need to start doing now in order to be in a position to get the maximum amount of money? " So, I didn't do that when I sold my business. I basically said, "We got a great business. It's time for us to sell this. Now, let's go to market and see what we can get for it. " That was a mistake. A little bit of planning would have put millions of dollars more into my pocket. I wish I had done that. And so, I'm going to save you from making those mistakes. If we've never met before, my name is Ryan Daniel Moran. I help entrepreneurs build e-commerce businesses. I have a holding company that has both a portfolio of businesses that I started or acquired and I have a fund that invests in businesses. So the case study that I'm going to walk you through today is one of those businesses that I invested in a few years ago. So I train entrepreneurs, help them build e-commerce businesses, and then sometimes I invest in these businesses and advise them as they grow and as they get ready for exit. So, this is a business that was doing about $2 million a year when we partnered with the company and took a small stake in it as investors and advisers. Today, that business has grown. It's doing about $7 million a year. And now, we're preparing to take it to market for $10 million or more. And if we do that, it'll be a big win for the founder. A really And it'll be a win for us and our investors as well. So, if you are building a brand right now or you want to pay attention to the strategies and the processes that we used to grow this business and to maximize its value because it may mean millions of dollars for you in the future. Okay, let's talk about how most people go about valuing

Business Valuation Works: Why 3X profit multiple is incomplete

and selling their businesses. When you ask someone on the street, like your average broker or your average e-commerce entrepreneur, what you can sell a business for, the sniff test for a business is they're going to tell you that you can sell it for about three times your profit. Okay, that's not inaccurate. That's true, but it's not the full story. Basically, what that means is that if you have a business that's doing uh $100,000 in profit, that might sell for two times. So, you're going to sell that for about $200,000. But if you have a business that is doing a million dollars, that same business might sell for four times. So, $4 million. Most people are going to look at this and say, "Oh, this is the market. " So the average between these two is about a 3x. So that's your average sales multiple for an internet-based business, three times profit. But it it is so incomplete. Yet it is where a lot of people start the conversation. They say, "Okay, I can probably sell my business for an average of three times profit and therefore that's going to be my starting point. " That ignores so many factors. So, if we look at the current business that we're getting ready to sell, it has an annual profit on paper of about $1. 5 million per year. That's what it made in 2025. So, if we attach a three times multiple to that, then that is going to be an exit price of about $4. 5 million. And I would argue that the founder of this business would be happy with that. He getting $4. 5 million when he sold the business. That would allow him to mostly retire and invest the money and have passive income for the rest of his life. Not a bad

Hidden Costs: Seller notes and payment structures dramatically reduce actual proceeds

outcome of this business. But here's how most deals tend to work. If you're going to sell this through a broker and the traditional means of selling an internet-based business, the buyer of this business is going to come in and say, "Okay, $4. 5 million. " That's what we're willing to pay, but we're going to pay $3 million upfront and we're going to do $1. 5 as a seller note and that's going to be over three years. So, we're going to pay you $ 1. 5 million at the end of three years or $500,000 a year for three years. And so, they're going to say this is a $4. 5 million sale price. But that is not true because if this business is already doing $1. 5 million a year, the founder is kind of giving up those three years of profits in exchange for a note that is worth $1. 5 million. And not only that, but seller notes default. People don't pay the seller notes 100% of the time or in a lot of cases they'll come back and renegotiate a seller note and say, you know, why don't we buy you out of this seller note and we'll give you $900,000 upfront and you can have that money now versus waiting three years. Okay. Well, that's not as good as getting $4. 5 million up front. So, if the founder is going to sell his business in the traditional way that a lot of internet entrepreneurs are going to sell their business, he's only guaranteed to get about $3 million for this business. Yuck. So, selling a $ 1. 5 million profit business for a guaranteed amount of $3 million, no good. You don't want to do this. Now, I know that this sounds kind of simpleton, but this is exactly what happened with my business. Let me run you through the numbers. So when we sold our business, we were doing about $3 million in IBIDA.

Ryan's $16M Sale Mistake: Walked away with only $7.2M due

It was a little bit higher than that and we attached a 5x multiple to that. And so the on paper transaction was $15 million. There was also a $1 million note for inventory and other expenses. So the total value of the deal was $16 million. Pretty good. Looks great on a YouTube headline. I'll tell you that. But here was the real structure of the deal. We sold it for I think it was 70% upfront. So $16 million times 70% was we got about $10 million upfront and the rest was paid out in earnouts or future equity or notes. Okay, great. So, we should walk away with $16 million, right? Well, that's not what happened. Because this $6 million that we were expecting went away. Why? Because the company that bought it bankrupted the business. They ran the business into the ground. And so, that $6 million became worthless. Now, that's not even the worst part because we sold this business as an asset sale, which means that we got taxed at normal capital gains. So, we paid 27% capital gains at the time, which means we only got about 72% of this, which means we walked away with I think it ended up being about 7 and a half, but we'll put $7. 2 million here. All of a sudden, this business that is making $3 million a year, selling for what we're going to take home as $7. 2 million, that exit doesn't look so good. My client that is selling this business is going to have a very different experience. In fact, he may walk away with more cash than my partner and I walked away with selling a business that had twice as much profit. Why? First of all, we're going to do a few things that maximize the value. And number two, when he sells for this $10 million, guess what his tax hit is going to be? It's going to be zero. he's going to walk away with probably 100% tax-free profits when he sells this business. So once again, if we get the number that I think we can get, then my client, my partner, the majority owner, the founder of this business is going to walk away maybe with more money than I did when I sold my business, even though that business was twice the size and had twice the profits. So, for the rest of this video, I'll walk you through how we plan to get that valuation and how my client's going to walk away with as much money as possible. Okay. So, the first thing we did was we sat down with the founder and said, "What would be a home run for we for you? What would make you happy? " And he said, "If I could walk away with $5 million, that would be pretty great. That would that would make my day. " And I looked at this and said, "Okay, well, the business is doing

Tax Hack: Small business exemption can make a $10M exit 100% tax-free

$1. 5 million in profit. So even if we only get uh four or 4 1/2x after fees and paying out minority partners like myself, he's probably going to walk away with 5 million bucks. But here is where he is saving 27% on his capital gains because of this provision from the one big beautiful bill. there is this provision called the small business tax exemption or something like that and it basically says that if you've held a business for at least 3 years as a CC corp you only get taxed on I think it's 75%. You get taxed on 75% of the exit price. So the first 25% you don't pay any tax on. But if you've held a business for four years, then it's only 50%. If you've held a business for five years or more, then 100% of the exit value of your business is taxfree. And I believe that's up to the first $15 million. So if we sell this business for $15 million or less, then it's going to be 100% tax-free. Now, in order to take advantage of that, you've got to be structured as a CC Corp, which this founder knew. And so, he went back and structured the business as a CC Corp. And he's held it for more than 5 years. So, now we're in a position to save all of that tax. Guess what? That didn't exist when I sold my business. And even if it had existed, I sold my business as an escorp on an asset sale because I didn't know any of this. I didn't do any tax planning to keep as much money as possible. Now, we get to correct that mistake. So, I look at this and say, you know, if we were to sell this for $10 million, what would need to be true for a buyer to happily pay at

Strategy #1: Use trailing 12-month numbers to capture growth momentum

least $10 million for this? And that's when I started diving into the numbers to see what story we could tell that would value this at much more than my client, my partner's target exit amount of $5 million. So, if we wanted to sell this for 10, what would need to be true? Well, remember we're starting with a $ 1. 5 million profit. But here's what's interesting. If we look at the last year, 2025, that's where that 1. 5 came from. But this is what the growth of the business looked like. Had a pretty good January and then towards the middle of the year it grew and at the end had a really nice spike because of Q4. Right around here is where Tik Tok shop started to take off. So grow the business around the midpoint of last year. So the second half of the business was much better than the first half. So as we look to 2026, the growth trend of this business has continued. So it would be kind of a mistake for us to look at 2025 and say, "Okay, this made $1. 5 million. Let's attach a multiple to that. " It's a much better story for us to look at what happened from this point in the year all the way until now because this profit is more like 1. 7 or $1. 8 million. Okay, that seems like a little bit of a small jump, 200,000 or $300,000. But if we're going to sell this business at uh a 4x multiple, that 300k * 4 is now an additional 1. 2 million. So now we've added a potential $1. 2 million to the purchase price because we're not calculating it just on a full year's worth of profit. We're looking at the trailing 12. What does it look like? the last year. And that's really important because in my business when I sold, we had a full year's amount of profit, which was about $3 million, and we slapped a 5x multiple on it and said, "That's what we're going to sell for. " But the business was reaching new highs every single month. In fact, when we were under contract for the deal, we had two of our best months ever. In fact, we had been under contract with this private equity group for about three months when we had our first million-doll month. Best revenue month ever, hitting new records. Guess what we didn't do? We did not go back and renegotiate the deal. Why was I so stupid? Why didn't I go back and say, "Hey, things have changed. The numbers have changed. We got to revalue this business. " But we didn't know any better. So, I wish we had gone and said, "Okay, we're going to take instead of a $15 million purchase price. " What we should do is we should take the multiple at the time of transaction. So, we probably were at $3. 5 million in profit by the time we sold. If we had just taken that and times it by five, we would have added an additional $2. 5 million in purchase price. Uh, so simple yet so life-changing. So, with this business, we are not going to take the annual profit and times it by four or five. We are going to take the trailing 12. We're going to take whatever this number is, and that's going to be our starting point for the negotiations. But there's one more thing that made me go

Recasting books from cash to accrual

"Oh my goodness, this is a home run play. " This business, once again, is doing $1. 5 million in profit according to the 2025 numbers. But this is on a cash basis. Now this is exactly what the founder should do. He should run his business on cashbased accounting because when you run things on a cash basis, you can write off the cost of inventory. Which means that if you place a big inventory order at the end of a year, you can take that against your profit. So you can write that off as an expense. It's exactly what you should do if you run an e-commerce business. But big businesses will value the business based on acrruel accounting. Acrruel accounting doesn't take into account what the inventory expenses. They take that expense once the inventory sells. I know that's really complicated for those of you who are not big in the space, but for the purposes of this video, what we did is we recast the books on an acrruel basis, and we had about $300,000 in inventory that had been written off as an expense, but it's not really an expense. It's a deposit for future sales. So, when we recast the books, that's an additional $300,000 that we can count as profit. Hm. And once again, if we've got an additional $300,000 in profit times we're going to sell this at a 4x multiple, that's another 1. 2 million that we're going to take home from the sale of this business. So, notice what we've done here. We found a story that shows growth. And because of that growth, we found an additional about $300,000 that we can add to the total value of the profits from the business. And by recasting the books, there's another $300,000. Now, these are loose numbers. They're not exactly $300,000 each, but as a result of doing this, we go from a $1. 5 million profit to a $2. 1 million profit. If we look at the last 12 months of growth, we've actually got $2. 1 million in IBIDA. Now we're talking because now this business has $600K in additional profits that weren't there if we had just taken last year's profit. And if again this sells for a four or 5x, what is that? That's $2. 4 million. So, we just found $2. 4 million in profit that we're going to take home when we sell the business. That's just part one. That is just looking at the hard numbers and what we can sell this business for. But there are a few other things that we can do to drive up this valuation even further. Now, up until this point of the video, I have been

Moving Beyond 4X: How to reach 5X, 6X, or even 7X multiples

assuming that this business is going to sell at about a four times multiple. But what would we need to do in order to sell it for five times, six times, seven times, or more? Hm, this is interesting. If we can add an additional year's profit to the exit value, well, that would drive up the valuation a lot. If we can add a couple other X's to this exit multiple, okay, now we can really add millions of dollars to this valuation. So, there's a few things that a buyer will look for. What ultimately a buyer is looking to buy is predictable revenue, right? So, if we can show the growth story like I mapped out with you, we're we're definitely going to sell for this 4x. So if we can show a growth story, hey, this business is growing. When you buy this business, it's going to continue to grow. All right, we can solidify this 4x multiple. Well, what would need to be true for us to get it to 5x? There's a couple things. One, if we can show recurring revenue, that's going to make a buyer really happy. For example, if you look at how software as a service businesses, SAS businesses are valued, they've got huge multiples, and it's because the buyer base is usually buying on monthly or annual subscriptions. And buyers like that. If I'm going to buy a business that has predictable recurring revenue, they're going to be willing to pay a premium for that because the thing they want to avoid is that they buy this business and it tanks. I have experienced that multiple times. Once again, the buyer that bought my business should never have bought this business. They had no experience running the type of business that we ran. So, guess what happened? They bring in this old CEO who knows nothing about this type of business. He tanks the company. Okay.

Building Recurring Revenue: TikTok Shop and Subscribe & Save create buyer confidence

Well, they probably shouldn't have paid $15 million for it. If you're going to bring in a CEO that knows nothing about this sector. Similarly, I once bought a business that was only on one channel and as soon as we bought that business, the channel made an algorithm change and the business tanked. Great. So, I probably shouldn't have bought that business either. That's what the buyer is trying to avoid. They can avoid that if the business has recurring revenue. So if you can show growth and recurring revenue for this business, then you're going to get the maximum amount of money. You can maybe even value a business like this more like a SAS business, which has much higher valuations. The next thing that you can do is you can reduce founders risk. What is founders risk? This is the risk that if the founder or the CEO goes away, the business isn't going to go away with it. Obviously, a buyer wants to avoid this. They're trying to hedge against this fear that once we buy it, the founder has all of the magic. He or she walks away. The business is going to go to zero. Obviously, they don't want that. So if we can show growth, recurring revenue, if we can reduce founders risk, then a buyer is probably going to be willing to pay a premium for it. And then there's one more thing that we can do in order to drive up the valuation further, which is we can be open to terms. Terms are seller notes. Terms are earnouts. It's anything that means we're going to pay you later. If we're willing to accept terms and the terms are well on our terms, then we might be able to get an even higher valuation. Now, remember, we do not want to take the majority of the money as terms. But if we can get a little extra by partnering with somebody that we're confident is going to pay out those terms, then maybe we're willing to take more money in exchange for possible terms. So these are the things that we want to have in place when we go to sell the company. If we do not have these things in place, then this is going to drive down the value to 3x. So if we don't have growth, recurring revenue, if we have a lot of founders risk, and we're not willing to take terms, then again, we're going to take a 3x cash price on a business like this. We'd be selling it at a garage sale. So this is why for the past year we've been looking at how do we cast a story of growth? How do we have recurring revenue? How do we reduce founders risk? And how do we set our terms? Well, guess what my friends? Because of this magical thing called Tik Tok shop and this thing called subscribe and save on Amazon. This business has 13,000 recurring buyers that are buying every month, every quarter, or a few times per year. Now, I have not actually run the numbers on this, but if the average buyer is spending $20 a month, and they might be spending more than that, I'm not exactly sure. That is $260,000 a month in recurring revenue. So, a little less than half of the total revenue is recurring. We want to highlight that. We want to make that a really big part of our presentation. And it just so happens that the number of recurring revenue buyers took a really big spike when we launched Tik Tok Shop. So it was doing, you know, like 5,000 over here and then we launched on Tik Tok shop and oh boom, we saw a whole lot of growth. So we get a twofer here where we s we show a growth trend and we also show more recurring revenue customers. Now this seems obvious once you play it back, but most founders are not looking at these numbers. the underlying factors that are going to drive valuation higher. They're just looking at the profit they have in the business, slapping a multiple to it, and then go into market. I know cuz I did it and I left millions of dollars on the table. I'm not bitter. I just want to get better and help my clients and my partners do it better this time so we can make a lot of money together. So, we get a twofer here with growth in the business and recurring revenue buyers. and we're getting more and more recurring revenue customers. So now we can start to value the company more than 4x. We can value it at more like five, maybe five and a half. So if we've got $2. 1 million in IBIDA and now we're selling at a 5x multiple, what is that? That is $10. 5 million. This is when I turned to the founder and I said, "My friend, we're going to sell this for an eight figure amount of money. " And I remember he threw up his hands and went, "Wow. " And I'll never forget the look on his face. It was one of those moments in my career that I will never forget cuz I just want to do right by this client. He took a shot on us when he partnered with us when we were a new fund and I want to do right by him by just absolutely changing his life. And remember, this is going to be taxfree money. So, he's going to walk away with a giant chunk of cash and he can do whatever he wants for the rest of his life. Now, I mentioned this term called founders's risk. And founders risk again is the risk of the founder walking away and the business declining.

Reducing Founder's Risk: Systemize yourself out of the business to increase valuation

So, how do we reduce that? Well, if we look at the org chart of the company, we've got the CEO, which is the founder. he has an operations person and then they have, you know, uh, like a Tik Tok shop manager and then they've got an agency that manages Amazon and then, you know, you might have a customer service person and you probably got some inventory management. Okay, so first of all, super lean business. Isn't this cool? It's got a handful of outsourcers. This is something that we call the owner's model. The owner's model is when you as the founder start to bring in trusted agencies, partners, and people that run the business without you. So that you're not the entrepreneur who's wearing all of the hats and has all of the risk in the business. You have other people who are in charge of different departments. And now you can cast a vision for the business and build something great. That is the transformation that we walk our partners through of going from an entrepreneur to an owner. And if you want to go through that transition, that transformation of becoming an owner, you can find out how we help people do that over at capitalism. com/partners. And you can see how we work with clients to help them make that transition and start to pursue a really sizable exit. Well, in this current structure with this business, the CEO is still attending meetings with all these people and I think customer service reported to the ops person and the Amazon agency reported to the CEO and the Tik Tok shop person was managed by the ops person but also reported to the CEO. CEO is going to all these meetings still making hiring and firing decisions. So, if that CEO were to walk away, there's still a lot of risk in this business. So, there's two options. One, we can bring in a new CEO, and that's probably going to cost us $200,000 a year. And at first, the founder of this business boked at that idea. He's like, "Ah, we're getting ready to sell this business. Do I want to take on a $200,000 expense, which is going to knock down my profit, and maybe that makes me less likely to sell the business? " But if we know that we can increase the value of the business by an additional multiple, we can go from 5x to 6x or maybe even 6x to 7x. That extra x, that 1x is worth a year's worth of profit, which is $2. 1 million. So, if we're going to increase the value of the business as a result of this $200,000 expense, we are now trading $200,000 for $2. 1 million. That is a good investment. Now, there's one other way that we could do this. Remember, I said we have the CEO and we got this ops person. And the ops person is the right hand to the CEO who is overseeing a lot of the different operations of the business. Well, if we change this person's role and we gave them a bump in salary and instead of calling them project manager or operations manager, this person now becomes director of ops. And now instead of the CEO being in any meetings, the director of ops is in charge of all Amazon, all Tik Tok shop, all customer service, and all inventory management. And maybe this person has upside in the business so that we know that they're going to stick around for a really long time. If we do that, then the CEO sort of becomes unnecessary. This is what we did when I sold my business. I was CEO and my partner was president. And the reality was I had kind of been, you know, unnecessary in the business for about a year because we had basically maxed out our capacity. We were a team of four people and my crazy growth brain had nothing to do because if I came up with a new product idea or a new marketing initiative, everybody was so busy that you know we couldn't do it. So we were able to say well CEO has been systemized out of the business. The president my partner is going to stay on with the business for a minimum of two years and as a result there's no founders risk. So we can do kind of the same thing with this business where we now structure all meetings and operations to come under this operations person, this director of ops and now we've reduced founders risk in the mind of the buyer. So if we do all of these things then now we have the potential to sell this business for like 6x times $2. 1 million is $12. 6 million. Remember at the beginning of this video

Setting Your Terms: Walk in with your own deal terms

we were looking at maybe we'd take home three million bucks. Now, we're looking at a business that potentially could sell for $12 million or more. But wait, there's more. Cuz there's one more thing that we can do in order to drive up the valuation as high as possible. And that is by setting our terms. Now, if there is one thing that I wish someone had told me before I sold my business, it would have been walk into the deal with your terms. See, I thought, hey, I got this profitable business. These rich people are going to write me a check. They're the ones that set the terms, right? And they're dangling a big check in front of me, so I got to do a song and pony dance in order to make them happy. Thanks a lot, brokers, that I sold the business through. Okay, I'm not bitter, but I'm going to save you millions of dollars. If I had walked into that deal with my own terms, I would have been more willing to walk away when they didn't meet my terms. So, let's say that we get a deal or an offer on the table to sell this business for $10 million. Great. We're happy with that amount of money. What's going to happen in most cases is the buyer is now going to look at this $10 million and try to knock as much possible off of the price. So, they're going to look at founders risk and they're going to say, "Ah, we got founders risk here, so we're going to take a million dollars off this. " And ah, you had adbacks in your financials and we're going to take those out. and hh ah we had a bad month so now we're worried and we're going to knock down the purchase price. That's what happens. You'll get an offer and then as you're working out the due diligence, the buyer is going to try to drive down this price. No, that's not what we're going to do here. Here's do. We're going to walk into the deal and we're going to say, "Okay, buyers, we are going to take a minimum of $10 million cash. If this deal gets to the goal line and we're not

Negotiation Floor: $10M cash minimum OR 6X EBITDA on a seller note

clearing 10 million, deals off because we know what this val this business is worth. We've got a growth story. We are perfectly happy to hold on to the business for another year until we get a better offer. So if we start negotiating and we walk away with less than 10 million, we're out. Also, we will take no less than 6x ibida with terms. So, when we go to due diligence and we're looking at the numbers of this business, remember we got this growth story that looks like this. We're going to take the last 12 months and six times this on terms. So, if the buyer comes in and says, "All right, we're going to give you three times profit down. " So, sixome million dollars, and then we're going to give you three times as a seller note. That's our minimum, and we're going to calculate it based on the trailing 12 of whenever we get the deal done. So if the business continues to grow, we expect that by about middle of this year, the IBIDA will be about $2. 5 million just based on the normal growth trend of the business. Okay? So if you're going to give us terms instead of all cash, we're going to take a minimum of 6x. So if we take 3x down and 3x as a note, that means that we're going to have $7. 5 million down. That's cash already more than the $5 million that my client said he would be happy to walk away with plus $7. 5 million. And we want it in no less than three years. These are our terms. We're going to we'll finance it. We'll do a seller note, but it's going to be at least $7. 5 million because that's three times the current IBIDA. If we get all of those, then the total purchase price will be 15 million bucks more than well that that's three times what my client and partner said that he'd be happy with. And once again, remember because we've structured it well, this has no tax. So if we do that, guess who's going to be happy? Everybody. The founder is going to be super happy. I as a minority partner am going to be happy. My investors in my fund are going to be super happy and the buyer is going to be happy because the buyer bought an excellent business that was wellprepared for a takeover and has a growth story and recurring revenue. And if we do it on terms, this is a great deal. Three 3x cash down and 3x on a note. That is a wonderful deal for the buyer. So, as a result, we're able to get the maximum amount possible and pay no tax on a business that if you had just asked a broker, what will this sell for? They would have told you, you know, you'll sell it for $3 million down and $1. 5 million over three years. Not good enough for us. the people that spend5 to seven years building an incredible business. We want the maximum amount and doing these things is going to allow us to do that. I want to be honest about where we are in this process because right now we're just looking at fantasy numbers. We may not get the perfect deal and the business may go down over the next couple months. We don't know. We're in the early part of the process of taking this to market. So, what that looks like is we put together a pitch deck that shows this growth story and shows our minimum terms. And now we're talking with investment banks and potential buyers and we're looking at what people are willing to pay. We're early in that process and I will update you on how this deal goes. So if you subscribe to the channel, I'll give you updates on where we are in the process. And ultimately what we sell for is going to be the founders's decision. He may say, "You know what? I really want to sell this and we got a deal that's $9 million cash and I'm happy with that, so let's take it. " Wouldn't be the maximum amount of money that we could get, but ultimately this is going to be whatever makes the founder really happy to sell for. And when you're in a position where you've built a great business and you're ready to take chips off the table, running through this process is going to give you that control to say, you know what, I'm either going to take my money now or I'm going to hold off and maximize the value for what I can get. That's the founders's decision. So again, we may not get all of these numbers, but this is the process that we walk through in

Plan Ahead: Start optimizing your business 6-12 months before exit

order to set us up to get the maximum price possible. So, here's what I want you to take away from this video. Most founders think about selling their business only when it's time to sell. But the real time to start planning for the maximum amount of money is at least 6 months, preferably 12 months before you're thinking about selling. That is enough time for you to make the changes in the business that you need to do in order to present the best story. It's like somebody who's divorced getting back on the market. You don't get divorced and then go right back on the market. You get in shape. You clean yourself up. You commit yourself to your career so that you got a growth story to show a potential partner. You start improving yourself before you go to market. It's the same thing with business. We start improving the story so that buyers are willing to pay a premium because it's just a better business. But it's not just when you go to sell the business. If you can do this early in the process and start building the foundation of a business that is going to have the biggest exit possible, you're going to have a better business and over the long term, you're going to have something that can maximize its enterprise value. If you're an entrepreneur that's doing at least seven figures a year and you would like to work together on this process, I work with clients to help them maximize their business and their exit potential. I work with no more than 30 people at the time of this video. I have a program that is new. I don't even have a name for it yet, but you can get the details for that over at capitalism. com/partners. And I want you to realize that what you are building is more than just a cash flow business. I didn't realize when I was building my business that someone else was counting on me to build a

Call-to-Action: Learn more about Ryan's coaching program

business that they would end up buying. There are people whose job it is to buy businesses. They are counting on entrepreneurs like you and me to build something that is worth seven or eight figures. They want to buy up businesses so that they can do rollups and portfolios and go public. They want to do those things. And they're counting on people like you and me building great businesses so that they can write us a really big check. And if you know that at the beginning, you can have a lot more confidence as you are building your business beyond the first million. Hey, I hope you found value in today's video. If you did, drop me a comment or shoot me an email. I'm ran@ capitalism. com. Go build something great and I'll see you guys next time.

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