Understanding Your Options at the Finish Line

We've covered what to do when you get an offer and what happens during the sale process. Now let's talk about the finish line — understanding how deals get structured and what your options really mean.

Because here's the thing: the highest number isn't always the best deal.


What Happens When You Go It Alone


Before we get into deal structures, let's talk about why understanding your options matters so much.

We've watched this play out more times than we'd like to count.


A business owner gets an unexpected offer. The number sounds good—maybe even better than they imagined. They think, "Why would I need help with this? Someone just offered me millions of dollars for my business."


So they move forward on their own. And here's what they don't see coming:


That big number they mentioned? It might be 20-30% less than what your business is actually worth. But how would you know? You've never sold a business before. The number sounds huge, so it must be fair, right? Plus, in deals where sellers are not represented, they close for 25% less than sellers who work with advisors, as detailed here.


The "performance bonus" they're talking about? That's called an earnout. It sounds good on paper — hit these goals after the sale, get more money.


Except those goals are often set up to be very hard to reach, and, even harder to define when you no longer calculate the numbers.. And here's the kicker: you're not running the business anymore. They are. So you're basically hoping the new owner runs your business as well as you did, while you watch from the sidelines with no real say in decisions.

Good luck with that.


All that friendly talk about "partnership"? Read the fine print. What they usually mean is: you'll work for us for the next three years, but we're making all the decisions. You'll take orders, watch them change things, and hope you still hit those nearly impossible earnout targets.


That tight deadline they gave you? It's probably twice as long as it should be. And here's why that matters: during that time, you can't talk to anyone else. They're your only option.


Which gives them plenty of time to start "discovering issues" during their review process and chipping away at that original number. By month four, that $5 million offer might be down to $4.3 million, and you're too exhausted to fight it.


Those questions they start asking? There will be hundreds of them. Literally hundreds. And you're trying to answer them all while still running your business, without knowing which questions actually matter and which ones are just them looking for reasons to lower the price.


Here's what happens six months later: the deal looks nothing like that first conversation. You're exhausted. You've told your family this is happening. Maybe you've even started mentally spending the money.


And now you're sitting there at 2 AM thinking, "Should I just take it anyway and be done with this?"

That's what happens when someone else is calling the shots.


The Different Ways Deals Get Structured


Let's break down the most common deal structures in plain English:


All Cash at Close
This is the cleanest exit. You get your money when you sign the papers, and you're done. No strings related to future performance attached. No staying on for three years. No hoping the business hits targets you don't control anymore.

The upside? You get certainty. You can plan your life. You're not lying awake at night wondering if you'll actually see the rest of your money.


The potential downside? The total purchase price might be a bit lower than deals with more risk built in.

But here's our take: a slightly lower number you actually get is worth more than a higher number you might never see.


Earnouts
This is where you get some money at closing, and the rest comes later if the business hits certain goals.

Buyers love these because it lowers their risk. You love the bigger total number — until you realize what you actually agreed to.


Here's the problem: you're betting on the new owner to run your business as well as you did. Except they're making all the decisions now. They might change your sales team. They might change your pricing. They might merge you with another company they bought. Some buyers allocate expenses to a business they buy, which changes the numbers.


And those targets they set? They're often aggressive. Really aggressive.


Real example: We had a client who agreed to an earnout. The new owner changed the sales commission structure two months after closing. Sales team turnover went through the roof. Revenue dropped. Guess what happened to those earnout payments? They never materialized.


That's money he was counting on. Money he'd already planned to use. Gone.


When is an earnout a good thing or an acceptable thing? When you are satisfied with the cash price, and the earnout is ‘gravy’. Also, the easier to quantify the earnout, the better. For example, an earnout related to revenues is preferable to an earnout related to profitability, because it is easier to calculate and less vulnerable to other levers a new buyer could maneuver.


Staying On After the Sale
Some deals require you to stick around for a while. Could be six months. Could be three years. Sometimes you're just helping with the transition. Sometimes you're essentially an employee.


The big question: do you actually want to?


Because here's what it often looks like: you're there in body, but you don't have real authority anymore. You're watching someone else make decisions about the business you built. You're seeing them change things you know won't work. And you can't do anything about it.


For some people, that's fine. They want to help ensure a smooth transition, make sure their employees are taken care of, and then move on.


For others, it's torture.


You need to know which kind of person you are before you agree to this.


Seller Financing (Carrying Paper)
This is when the buyer asks you to finance part of the purchase. Instead of getting all your money at closing, they pay you over time—essentially, you're lending them money to buy your business.


Why would you agree to this? Sometimes it's just standard in your industry. Sometimes it helps you get a better total price. Sometimes it's the only way to get the deal done with a buyer you really like.


But understand what you're agreeing to: you're now their lender. If the business fails under their ownership, you might not get fully paid. You're taking on their risk.


Rollover Equity (Keeping a Stake)
This is when you sell most of your business but keep a piece of it. You're betting that the buyer can grow it even bigger, and you'll benefit from that growth down the road.


Sometimes this works out beautifully. The buyer has resources you didn't. They grow it fast. Your remaining stake becomes worth more than you sold for originally.


Sometimes it doesn't. The buyer's strategy doesn't work. Your remaining stake becomes worth less, or nothing.

You need to really believe in the buyer's plan—and be comfortable with the risk—before you do this.


How to Actually Think About These Options


None of these structures is automatically good or bad. What matters is whether they fit what you actually want.


Ask yourself:

  • Do I want a clean break, or am I open to staying involved?
  • Do I need all my money now, or can I afford to wait for some of it?
  • How much risk am I comfortable taking?
  • What matters more—the highest total number, or certainty about what I'll actually receive?
  • What happens to my employees under this structure?
  • Can I live with watching someone else run the business I built? 


These are your choices to make. But only if you understand what you're actually agreeing to, and only if you have someone helping you negotiate terms that protect your interests—not just the buyer's.


You Only Get One Shot at This


Here's the reality: you don't get a practice round at selling your business.


This isn't something you can test out, learn from your mistakes, and try again next year. For most owners, this is it. The one big exit. The culmination of 10, 20, sometimes 30 years of work.


That first unsolicited offer might feel like the opportunity you've been waiting for.


But it's not the opportunity. It's just someone else's opening move.


The real opportunity is taking control. Understanding your options. Running a process that works for you, not just for whoever happened to call first.


You don't need to know how to sell a business. You just need someone who does.


FCN Is Ready When You Are


Whether you've received an offer—or if you're just starting to think about what selling might look like — we're here to help.

No pressure. No pitch. Just a straightforward conversation about what selling on your terms actually means, how to protect what you've built, and what your options really are.


Get in touch:



Because at the end of the day, Your Deal really is Our Mission.


For Trusted Advisors Network


Are you a wealth advisor, attorney, CPA, or coach with clients navigating major business transitions? Learn how advisors partner with Founders Capital Network to provide coordinated, integrated guidance that protects their clients' interests and maximizes outcomes.


Explore our Trusted Advisor Network

Essential Questions Every Business Owner Should Ask Themselves

By Michelle parisi • February 13, 2026
Owning a business means constantly navigating foundational questions about your company's health and future. Whether you're reviewing annual performance, assessing your leadership team, or simply taking stock of where things stand — certain questions surface again and again. Maybe you're realizing you need better systems before you can transition. Maybe you're identifying key person dependencies that need addressing. Maybe you're wondering about cash flow, considering what succession looks like, or recognizing you've been making these decisions in isolation. That moment of clarity? It's your opening. Three Questions That Matter Do I have the cash to sustain operations? This is the cash flow question. Pull your actual position. Can you make payroll and pay vendors? That's the question. Should I be pushing harder to collect on what's owed? If significant money is outstanding, address it before it becomes a crisis. Is my business positioned right for what comes next? Whether that's growth, stability, or transition — is your business actually set up for your goals? Here's What Really Matters For Founders These aren't really three separate questions. They're connected. Your working capital decisions affect your tax strategy. Your tax strategy affects what a buyer sees. Your business systems affect all of it. Most owners handle these questions in silos. They talk to their CPA or wealth advisor about one thing — their attorney about another. Their trusted investment banker (if they're selling) about a third. And then they're left trying to connect the dots themselves. That's where most owners go wrong. The Owners Who Get It Right The ones who transition on their terms — for the right price, to the right buyer — they're not smarter than everyone else. They just have one thing in common: they stop trying to figure it out alone. They bring the right people into the room at the right time. Not after decisions are made. Before. Because coordinated advice changes everything. A wealth advisor who understands your goals. Your tax professional. Your attorney. Your investment banker (if you're selling). All aligned. All working from the same understanding of what you're trying to achieve. That coordination — that's what creates real value. Now Is Your Moment You have something valuable: the ability to step back and assess. You know what's working in your business. You know what isn't. You understand your operations, your team, your position better than anyone. The question is: are you using that knowledge to make informed decisions, or are you making them in isolation? You Don't Have to Figure This Out Alone This is your business. Your identity. Your family's future. It makes sense that you'd want to keep it close. But the owners who navigate transitions successfully — who exit on their terms for the right value — they're the ones who realized that bringing the right advisors into the picture makes all the difference. Not because they're weak. Because they're smart. Start With Clarity The first step isn't complicated. It's just honest conversation. Our free Ready, Set, Sell Assessment is designed to help you understand where you actually stand — and whether it's the right time to think about transition, growth, or staying the course. More importantly, it starts the conversation about what coordinated advisory support could look like for you. Start Your Ready, Set, Sell Assessment For Trusted Advisors Network Are you a wealth advisor, attorney, CPA, or coach with clients navigating major business transitions? Learn how advisors partner with Founders Capital Network to provide coordinated, integrated guidance that protects their clients' interests and maximizes outcomes. Explore our Trusted Advisor Network

What Happens Behind the Scenes When You Sell Your Business

By Michelle parisi • November 14, 2025
Most business owners don't know what a smart sale process looks like. Here's what actually happens when professionals handle your exit.
Man in gray suit extends hand, palm up, suggesting offer or request.

Someone Wants to Buy Your Business. Now What?

By Michelle parisi • October 30, 2025
Unsolicited offers feel validating, but accepting them on a buyer's terms costs founders control and value. Learn why your first instinct might be wrong.

Your Deal. Our Mission.

By Michelle parisi • August 22, 2025
Because your life’s work deserves more than just a buyer. Selling your business isn’t just another transaction—it’s a once-in-a-lifetime decision that will shape your future. For many small business owners, the sale of their company is more than an exit. It’s the bridge to retirement, financial freedom, and the next chapter of life. At Founders Capital Network (FCN), we understand what’s at stake. That’s why we don’t treat your business like a listing or a number on a spreadsheet. We treat it like the culmination of years of hard work. Our job is to help you maximize the value of your business, negotiate the right terms, and ensure the outcome aligns with your personal goals. We negotiate like it’s our own business. We champion small business owners. And most importantly—we help you sell right, so you can retire well. What We Deliver Maximize Your Sale Price You’ve worked too hard to leave money on the table. FCN runs a structured, competitive process that brings multiple qualified buyers to the table. We highlight the strengths of your business, address potential risks up front, and use real market data to ensure you never underprice what you’ve built. Structure That Fits Your Retirement Every deal is different. We design a payout mix—cash, equity rollover, or earnout—that supports your retirement goals. The right structure can mean the difference between just selling your business and securing your future. Negotiation You Can Trust We’ve seen every kind of deal—and every kind of pitfall. Our role is to make sure you don’t just close a deal, but that you close the right deal, on the right terms, with your long-term interests protected. A Confidential, Efficient Process Selling your business is a full-time job. But your real job is still running it. We manage buyer outreach, diligence, and documentation with discretion, so you can focus on keeping your business strong through closing. A Team That Works With Your Team Your CPA, wealth advisor, and attorney are critical to your future. We coordinate with them throughout the process so your sale proceeds are positioned for long-term success. Why FCN? Most investment banks ignore smaller deals. Most brokers focus on speed, not strategy. That leaves many small business owners—especially those selling for retirement—without the right partner. FCN was built to change that. We bring investment bank-level sophistication to companies with less than $1M in EBITDA. Our process is designed to deliver the same strategy, care, and attention larger companies receive—tailored to the needs of small business owners. We don’t just get deals done. We get the right deals done. Ready to Talk? Even if you’re only beginning to think about selling, the best time to explore your options is now. Let’s start with a conversation—no pressure, no jargon. Just clarity on what your business might be worth and how we can help you turn it into lasting security. Your Deal. Our Mission.
Founders Capital Network

Founders Capital Network Welcomes Susan Callahan

By Michelle parisi • July 17, 2025
Founders Capital Network (FCN) is pleased to announce that Susan Callahan has joined the firm as Client Transaction Manager, bringing decades of experience across commercial banking, corporate strategy, philanthropic finance, and business operations.

The NFL Draft, Your Business and Why the Offer Is Just the Beginning

By Joseph Ashby • June 27, 2025
Every April, the NFL Draft reminds us of what it looks like to reach the top of your game. After years of discipline, long nights and showing up when it was hard, top college athletes get their shot at the pros. But when their name is called, it doesn't mean they've "made it." It means they're stepping into a new chapter that comes with high stakes, complex decisions and the pressure to get it right. That's why every top player has an agent. Someone who's been there before. Someone who understands how much is on the line. At Founders Capital Network, we think business owners deserve the same professional representation. You built it. Let us help you protect it. Selling your business isn't just about numbers. It's about everything you've poured into your company — your time, your identity, your family's future. We've seen too many owners think the offer is the win. But just like the NFL Draft, the offer is just the start . The real outcome is shaped by what happens next—due diligence, negotiations, deal structure. And the truth is, you shouldn't have to navigate that alone. This isn't your average transaction. For athletes, getting drafted means contracts, clauses and performance bonuses. For business owners, selling a company means: Understanding what your business is truly worth Ensuring the letter of intent, which makes you exclusive with a single buyer, has the appropriate amount of detail Making sense of a 70-page purchase agreement Answering many questions during due diligence Negotiating terms that may be new to you Figuring out what your role is (or isn't) after the sale That's where we come in. We sit on your side of the table—translating legal language, pushing for better terms, ensuring the numbers work in your favor and keeping the process moving. We do the behind-the-scenes work so you can stay focused on what matters most—your life, your legacy and your next chapter. You don't need to know how to sell a business. You need someone who does. Founders Capital Network was built for small business owners like you. Most owners have not built their company with an "exit" in mind — but now they realize it's time for a new season. We're not brokers trying to list your business on a website. We're not investment bankers chasing high fees. We're advisors who help: Owners with less than $1M in EBITDA Founders ready to sell but unsure how to start Wealth advisors, CPAs and attorneys who guide their clients through the unknown If you care about getting it right , we're the partner that helps make that happen. You get one shot at this. Let's do it right. The NFL Draft lasts three days. Selling your business takes months. Sometimes longer. There are ups and downs. Offers that look great but don't hold up. Surprises. Delays. Decisions that don't just affect you but your family, your employees and your future. Having the right team around you makes all the difference. At FCN, we treat every client like it's their only deal—because it usually is. Ready when you are Whether you're just starting to explore your options or you've got an offer in hand, let's talk. There's no pressure, no pitch—just a conversation about what a smart exit looks like and how to get there without regrets. Because at the end of the day, your deal really is our mission. Schedule an Assessment

“I Ain’t Fallin’ for No Banana in My Tailpipe” — The LOI Trap That Costs Founders Millions

By Joseph Ashby • June 27, 2025
It’s one of the oldest tricks in the book: A buyer flashes a big number, drops it into a Letter of Intent (LOI), and says, “Let’s move fast.” You’re told this is just a formality. A sign of good faith. A necessary step to get the deal across the finish line. But here’s what they don’t say: Once you sign that LOI, you give up your leverage. At Founders Capital Network, we call this the “banana in the tailpipe moment” - an homage to the misdirection play of Detective Axel Foley in Beverly Hills Cop . It looks like progress, but it can be a setup. When you sign an LOI, you agree to exclusivity. That means you’re off the market—no talking to other buyers, no new offers, no competitive pressure. Just you and the buyer, locked into a process that now tilts heavily in their favor. And that’s when things start to shift. They slow down the process. The deal timeline starts to stretch. They send waves of diligence requests, and “issues” begin to surface—things that were never a problem before. Then, just as you’re worn out and deep in the process, the buyer comes back with a lower offer. They say it’s because of what they found. But let’s be honest—it is often the plan with preemptive buyers. We’ve seen this too many times. That’s why we built Founders Capital Network—to protect business owners from that playbook. Before you ever sign an LOI, we clarify your numbers, structure your terms, shape the buyer narrative, and run a competitive process. That pressure keeps buyers accountable, timelines tight, and valuations strong. And the results speak for themselves. In a recent study of closed transactions over the last 20 years, as reported by Forbes magazine, founders who worked with firms like ours achieved an average 25% higher sale price, and an average of 1.5 times higher EBITDA multiple compared to those who went it alone. Not because we overhype deals—but because we help sellers keep control when it matters most. And here’s the other part no one tells you: when deals drag, operations suffer. Founders shift focus away from the business. Sales dip. Key people leave. And then the buyer uses that as an excuse to lower the price again. We don’t let that happen. We keep founders focused on performance so the business continues to thrive—even while the deal is in motion. Here’s the bottom line: Signing an LOI too early is one of the costliest mistakes a founder can make. It may feel like progress, but it can be the moment the deal starts to slip away. So don’t fall for the banana in the tailpipe. Talk to us first.