An earn-out is a deal structure where part of the sale price is contingent on the business hitting future performance goals. For many owners, it feels like a gamble—where the payout is uncertain, and the risks are high.
But Bob Gilbreath flipped the script.
He navigated two complex earn-outs across two service businesses and turned both into massive financial wins. In this episode of Built to Sell Radio, Bob shares how he turned the dreaded earn-out into his greatest asset.
Most founders focus all their energy on getting to an exit, but few stop to consider what comes next. In this episode of Built to Sell Radio, John Rood shares what he learned after selling Next Step Test Prep to private equity—and why he decided to write Beyond the Exit.
When Kevin Wagstaff and his brother bootstrapped Spectora, a SaaS platform for home inspectors, with just $2,500 each, they never expected to one day face an $80 million acquisition offer. Spectora transformed the home inspection industry by replacing outdated paper reports with a digital platform that streamlined workflows, saved inspectors time, and enhanced the client experience.
But when an acquirer attempted to re-trade the deal at the last minute—adding a $25 million seller’s note, a $10 million earn-out, and a 36-month call option—Kevin learned a hard lesson: just because an offer is on the table doesn’t mean the deal is done.
The acquirer assumed Kevin and his brother would be too invested in the deal to walk away. But thanks to their advisor’s guidance, they stood firm. The result? The acquirer backtracked, offering the original terms. Kevin and his brother still walked, ultimately selling a majority stake at a $90 million valuation to a better partner.