Introduction: A Note From The Author

Welcome to The Messy Marketplace! We kick off our podcast by laying out why we wrote this book for you, the owner of a business - to inform and equip you as you consider selling the business you've built. There's no sales pitch for our firm in this podcast, just a collection of lessons learned over ten years and thousands of companies that we believe will prepare you as you contemplate next steps for your company. Discussion with Brent Beshore and Emily Holdman starts @ 2:32.

Book: The Messy Marketplace

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Introduction: Profile Of An Owner Who Should Sell

In this episode, we get specific about our target audience for this book. What does their business look like? How involved is the owner in day-to-day operations? And what circumstances might lead them to consider selling? Discussion with Brent Beshore and Emily Holdman starts @ 2:13.

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Preparation: Motivations for Selling Your Company

Why do you want to sell and what do you want to get out of it? In this episode, we discuss the 7 root motivations for transitioning your business and share a “cheat sheet” to help you lay out your personal priorities as you consider selling your business. Discussion with Brent Beshore and Emily Holdman starts @ 6:14.

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The Process: Preparing To Talk To Buyers

There are many ways to market a product or service and the same is true for your business. But what does marketing a business look like and what can you do to be prepared for the process? In this episode, we give you a comprehensive checklist of the descriptions, documents, and numbers you'll need to pull together to present your company in the best light possible. Discussion with Brent Beshore and Emily Holdman starts @ 8:29.

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Preparation: When "Don't Sell" Is The Right Answer

In many cases, the wisest financial decision an owner can make is not to sell. In this episode, we try to talk you out of selling your business. Yes, really. Discussion with Brent Beshore and Emily Holdman starts @ 1:29.

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Preparation: Selling A Company Is An Emotional Rollercoaster

All humans are messy and emotional. So it follows that selling your business will be a messy and emotional process. In this episode, we unpack common sources of stress and talk through healthy ways to prepare yourself for the inevitable messiness of doing a deal. Discussion with Brent Beshore and Emily Holdman starts @ 2:24.

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Preparation: Country Club Rumors & Other Bad Advice

Bad news always travels faster and further. The rumor mill tends to exaggerate, but typically contains an element of truth as well. In this episode, we step through five of the most common rumors about the selling process, what their nugget of truth is, and how to avoid the horror stories. Discussion with Brent Beshore and Emily Holdman starts @ 4:48.

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Preparation: Deal Killers

All businesses have issues and buyers will figure them out eventually. The good news is the vast majority of them can be addressed. In this episode, we lay out the main categories of potential deal killers and how to proactively deal with each one before they derail the sale of your business. Discussion with Brent Beshore and Emily Holdman starts @ 4:09.

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Preparation: It's All Confidential

Prospective buyers will ask you some of the most challenging and personal questions you’ve encountered. Can you trust them and answer honestly? In this episode we take a look at the issue of confidentiality and how legally bound mutual trust makes a transaction possible. Discussion with Brent Beshore and Emily Holdman starts @ 1:14.

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Preparation: Big News - Everyone Wants To Know [What It Means For Them]

If there’s an unexpected area where we see people stumble, this is it. Making wise decisions about who knows about your transaction and when is critical. In this episode, we step through each group of stakeholders and discuss considerations about the content and timing of your message to each one. Discussion with Brent Beshore and Emily Holdman starts @ 5:42.

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Types of Sales: Buyouts vs. Recapitalizations

Private company transactions come in a variety of flavors, but most fit into two major buckets: buyouts and recapitalizations. In this episode, we discuss the differences between the two transactions and provide a helpful and comprehensive list of questions for business owners who are becoming minority owners to help set expectations with their buyer. Discussion with Brent Beshore and Emily Holdman starts @ 3:47.

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Types of Buyers: Who Should Buy Your Company?

Private equity firms, fundless sponsors, search funds, family offices, strategics… the buyers of private businesses vary widely in the way they acquire, operate, and finance their purchases. In this episode, we go deep on each type of potential purchaser and look at their incentives for buying, typical financing structures, operational preferences, and the practicalities of working with each type day to day. Discussion with Brent Beshore and Emily Holdman.

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Selling Expectations: The "X" In EBITDA, What Are Your Expectations?

Investors and advisors often speak in terms of “multiples.” The key question is: a multiple of what? Potential buyers are interested in the true earning power of your business. This episode explores the ins and outs of EBITDA and other methodologies for measuring earnings. Discussion with Brent Beshore and Emily Holdman starts @ 1:38.

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The Role of Advisors: Advisors Can Make Or Break A Deal

Picking a great team of advisors is the most important transaction decision you will make. So what should your team look like? What should you look for in an advisor? In this episode we discuss the members and attributes necessary to build a stellar advisor team. Discussion with Brent Beshore and Emily Holdman starts @ 2:58.

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The Role of Advisors: The Larry Bird Strategy

Your advisor team is critical to the success of your transaction. But how can you build your own Dream Team? In this episode we lay out a clever strategy we learned from an original Dream Team member, Larry Bird. Discussion with Brent Beshore and Emily Holdman starts @ 1:23.

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The Role of Advisors: Hiring An Intermediary

What is an intermediary? What do they do? How do I know if I need to hire one? In this episode, we present a list of helpful questions to answer as you consider hiring one of the most important advisors on your transaction team. Discussion with Brent Beshore and Emily Holdman.

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Financial Structures: Financial Structures & Valuation

When people hear about a transaction the first question they ask is: "What is the valuation?" While the answer seems simple on the surface - a single number - the way valuation is decided can take many different paths. In this example-packed episode, we show the diversity of approaches taken towards valuation and talk about why methodology matters. Discussion with Brent Beshore and Emily Holdman starts @ 8:18.

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Financial Structures: Terms & Deal Components

In many ways, the deal components are more important than the purchase price. When it comes to purchase price, there is often a tug-of-war between buyer and seller. This episode explores this back and forth by looking the motivations, mechanics, and messiness of agreeing on a price. Discussion with Brent Beshore and Emily Holdman starts @ 1:55.

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Financial Structures: Cash, Cash, Cash...And Other Considerations

The first component of financial deal terms is the amount of cash at closing. But even something as simple as "cash" can take on many different forms. In this episode, we examine the various types of cash at closing, why they are used, how they are structured, and the potential impact on your company after close. Discussion with Brent Beshore and Emily Holdman starts @ 3:09.

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Financial Structures: Earnouts

In situations where the buyer and seller disagree on future earnings, earnouts help bridge the gap by taking a "wait and see" approach to a portion of the valuation. But they can also cause trepidation in sellers as they introduce uncertainty. In this episode, we lay out some questions you should consider before agreeing to an earnout in your transaction. Discussion with Brent Beshore and Emily Holdman starts @ 1:53.

Book: The Messy Marketplace

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