Welcome back to another edition of The Wise Exit!

In today's issue, we're covering:

1. Negotiation Blind Spots: The Terms Most Founders Overlook (Until It's Too Late)

2. [5 Steps] How to Sell Your SaaS Business and Maximize its Value

3. The #1 Problem 7 and 8-Figure CEOs Face When Exiting

4. Deal of the Week: Digital Marketing Agency

Let's dive in!

Negotiation Blind Spots: The Terms Most Founders Overlook (Until It's Too Late)

When founders negotiate acquisition deals, they often focus exclusively on the headline number.

But after helping hundreds of founders exit their businesses, I've realized that the purchase price can be far less critical than overlooked terms that come back to haunt sellers later.

Here are 3 critical terms that require your full attention during negotiations:

1. Earnout Metrics and Protection:

Many founders accept earnouts without scrutinizing the metrics.

But without proper guardrails, success becomes tied to revenue targets, EBITDA growth, or customer retention. 

Innovative founders negotiate for control over resources needed to hit those targets. Or better yet, they establish clear provisions for what happens if the acquirer takes actions that undermine your ability to achieve earnout goals.

2. Post-Close Employment Agreements:

Two things you need to be thinking about are your compensation and role after the acquisition.

Why? Because acquirers often present these details late in negotiations when founders are emotionally committed to the deal.

So ask about your authority, reporting structure, bonus structure, and termination provisions early in discussions.

3. Working Capital Calculations:

This seemingly technical detail can reduce your payout by hundreds of thousands (or even millions). Acquirers frequently set working capital targets that lock up significant cash.

By understanding how working capital adjustments work and negotiating favorable measurement periods and exclusions, you can substantially increase what you take home.

Here's the bottom line:

The purchase price might get all the attention, but these supposedly "minor" terms frequently determine whether an acquisition is life-changing or simply disappointing.

So your best bet is to bring in experienced advisors who understand these nuances before you even start negotiating.

Featured Blog 📰

[5 Steps] How to Sell Your SaaS Business and Maximize Its Value

Selling a SaaS business presents unique challenges and opportunities compared to traditional companies.

 That's why our latest blog covers the five essential steps to a successful SaaS exit:

1. Valuation: Understanding the specific metrics that drive SaaS valuations and how to optimize them

2. Finding the right buyer: Identifying strategic vs. financial acquirers and which makes sense for your situation

3. Deal negotiation: Structuring terms that protect both upfront and earnout components

4. Ownership transfer: Managing the technical handover of systems and customer relationships

5. Due diligence preparation: Creating a comprehensive data room that addresses SaaS-specific concerns 

Check out "[5 Steps] How to Sell Your SaaS Business and Maximize its Value" on our blog for the complete roadmap.

M&A Tips from Brian Dukes 💡

Every week, I talk with 7 and 8-figure CEOs who are running successful businesses. Here's the #1 biggest problem almost all of them face: 

They wait too long to start preparing for an exit.

And the cost of delayed preparation? It's often a complete failure to transact.

Read the full post on LinkedIn to learn more.

That's all for this week!

Remember, successful acquisitions depend as much on the details as the headline price.

So pay attention to the terms that might seem minor, but will significantly impact your sale price.

Best,
Brian Dukes