How Buyers Shift Risk—And How You Can Win

Shifting the risk of payout when selling your business

How Buyers Shift Risk—And How You Can Win

“John Warrillow breaks down various ways you’re paid when selling your business,” shares Sam Thompson, a Minneapolis business broker and the president of M&A firm Transitions In Business. “See when an earn-out is a raw deal, understand how seller carry pays out, and learn from real stories when deals work and they don’t.”

Most owners want 100% cash at closing. Most acquirers want the opposite—they try to hold back as much as possible and tie it to future results. That tug-of-war defines the negotiation.  

In this week’s episode of Built to Sell Radio, you discover how to turn common transition structures from potential pitfalls into opportunities for upside.  

You’ll learn how to:  

  • See when an earn-out is a raw deal—and when it’s a smart bet.  
  • Weigh the upside of rolling equity against the loss of control.  
  • Decide if seller financing is strategic leverage or unnecessary risk.  
  • Decode why acquirers push these structures and how to push back.  
  • Spot situations where the second bite of the apple can be worth more than the first.  
  • Learn from real stories—like Rob Walling and Adam Coffey—about when these deals worked and when they didn’t.  
  • Protect your downside while still leaving room for upside.  

Listen now to hear how experienced founders have navigated these three transition types—and what you can learn for your own exit.   

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