Actionable Nuggets

Draft two roadmaps: a 90-day integration game-plan and a personal “what’s next” list.

Pressure-test cultural alignment early—values mismatches cost more than deal points.

Treat the earn-out like your new bonus plan: stay plugged in or negotiate influence levers.

Celebrate intentionally: marking the exit helps you mentally close one chapter and open another.

Use these insights to ensure your own exit isn’t just a payout, but the prologue to an even bigger success story.

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

There is nothing that is without risk! In this episode we are diving into the big risks (and rewards) that come with working an M&A process. M&A always feels like a bet. Hosts Mike Harvath, Matt Lockhart & Ryan Barnett explain how top-quartile IT-services firms stack the odds:
• quantify risk, then plan for success—not failure
• engineer deal structures (earn-outs, equity rolls) that protect both sides
• keep culture-integration front & center
• why buying customers can beat marketing for them

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

EPISODE NOTES:

Who’s Who in the Final Month:
Understand the large cast of characters involved including M&A advisors, legal teams, tax consultants, buyers, funders, and integration leaders.

Legal Complexities:
Tips for selecting the right M&A-savvy lawyer and the importance of legal transparency and communication throughout the process.

Communicating with Employees:
The Goldilocks approach—don’t tell your team too early or too late. Clear and timely communication is key to trust and retention.

Working Capital Battles:
Real-world guidance on how to calculate and negotiate appropriate working capital levels—usually a sticking point in deals.

Funding & Closing Mechanics:
Breakdown of how deal day works, from signature escrow to wire transfers and Federal Reserve delays. Plus, what makes a deal truly closed.

Press & PR Planning:
Don’t forget the importance of coordinating press releases and internal communications for maximum positive impact.

Final Advice:
Preparation and the right team of advisors can make the final 30 days less stressful and more successful. Trust and communication win the day.

RELATED EPISODES

Episode 214: When to Tell Employees you are Selling the Business. Listen now >>

Episode 192: What to Expect the Last Week before Close. Listen now >>

Episode 100: Looking back at 100 Episodes and Narrowing in on Working Capital. Listen now >>

Episode 83: The 11th Hour. Listen now >>

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Intro to Project Neptune – A high-growth, high-margin MSP built by a husband-and-wife team.

Why Sell? – The founders sought scale, not an exit. They wanted to join a larger platform.

The Process – Revenue Rocket led packaging, marketing, and diligence with 180+ buyer targets and 12+ indications of interest.

Deal Structure – Final deal included cash at close, equity roll, and a minor earnout.

Valuation Expectations – Reality vs. wishful thinking and how credible advisors help bridge the gap.

Lessons Learned – Managing bumps in the road (e.g., buyer-side delays), and keeping the seller focused on growth.

Not every sale is a full exit—“selling in” can unlock long-term growth.

A structured process with a wide buyer pool yields better results than reacting to unsolicited offers.

Great deals require great preparation: clean financials, clear strategy, and trusted advisors.

Flexibility in deal structure is key—enterprise value is only part of the picture.

The right advisor will do the heavy lifting so founders can keep running the business.

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

🎙️ 1. What’s the real purpose of a non-compete clause in an M&A deal?

• Why it’s important:
  Sets the stage — you’re establishing that these aren’t just “standard boilerplate,” but real tools for protecting the buyer’s investment. It also shows that you get why buyers insist on them.

🎙️ 2. How long and how broad should a typical non-compete be in IT services M&A?

• Why it’s important:
  Matt can share “market standard” ranges for duration (1–3 years? 5 years?) and scope (regional vs. national vs. global). It’s a super practical question that your audience will care about — they’re probably Googling it right now!

🎙️ 3. What’s the difference between a non-compete and a non-solicit clause?

• Why it’s important:
  Many sellers (and even some buyers) confuse the two. This question lets Matt explain how they overlap and where they differ — adding clarity for your listeners.

🎙️ 4. Are non-competes really enforceable? Or do some states or countries treat them as worthless?

• Why it’s important:
  There’s a lot of confusion (and myth!) around whether these are even enforceable. It’s a chance to cut through the noise and talk about how jurisdiction and real-world enforcement actually play out in deals.

🎙️ 5. What’s the risk of agreeing to a non-compete that’s too broad?

• Why it’s important:
  Sellers need to know that signing an overly broad non-compete can kill their ability to start a new business down the road. This question lets Matt highlight the hidden risks and why careful negotiation matters.

🎙️ 6. How can sellers negotiate a more balanced non-compete clause?

• Why it’s important:
  This makes it practical — Matt can share tactics or language that can help sellers carve out reasonable carve-outs, narrow the scope, or tie the clause to actual buyer concerns (not just blanket restrictions).

🎙️ 7. What’s one of the biggest mistakes you see sellers make when reviewing these clauses?

• Why it’s important:
  A “closing” question that lets Matt share a cautionary tale or real-life example — which always resonates with listeners and makes the advice sticky.

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In this episode of Shoot the Moon, Ryan Barnett and Matt Lockhart explore a common scenario: a business owner receives a call from a potential buyer—or from an M&A advisor representing one—and suddenly faces a big question: Am I actually ready to sell?

Whether you're planning a structured go-to-market process or simply responding to inbound interest, readiness matters. This episode breaks down what it means to be “seller ready,” why preparation is a competitive advantage, and how to stay in control of the process—regardless of who picks up the phone first.

We’ll cover:

• Why taking a buyer call doesn’t mean you’re committing to a sale
• The pros and cons of one-off conversations vs. full processes
• What a real M&A readiness plan looks like—and why it adds value
• How to manage buyer interest while keeping your options open

This episode is a must-listen for IT services firm owners who aren’t sure if they’re ready to sell—but want to be ready when the right opportunity strikes.

RELATED EPISODES:

Episode 92: Why You Should Take the Call from an M&A Advisor. Listen now >>

Episode 177: Fielding an Inbound Call from a Suitor. Listen now >>

ARE YOU READY TO SELL? QUESTIONS TO KNOW THE ANSWERS TOO. DOWNLOAD OUR EBOOK >>

Listen to Shoot the Moon on Apple Podcasts or Spotify.

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1. “How do you like to qualify whether a buyer actually has the capital to close a deal?”

• Gut check vs. formal proof
• Differences between PE-backed and strategic buyers
• What’s reasonable to ask for and when in the process

2. “What are some of the best ways a buyer can demonstrate proof of funds early in a process?”

• Equity commitment letters
• Bank letters or balance sheets
• Fund-level detail for PE buyers
• Is a LOI ever enough?

3. “When you see a buyer lean heavily on an earnout or seller note, what does that tell you about their financial strength?”

• Earnouts as risk-transfer vs. alignment tool
• Sign of limited capital vs. aggressive valuation
• How to structure a seller note to reduce risk

4. “Have you ever had a deal fall apart because the buyer couldn’t come up with the money?”

• Anecdotes of broken deals or red flags missed
• What should have been asked earlier
• Lessons learned about screening buyers

5. “What questions should sellers be asking to vet a buyer’s financial capacity?”

• Go-to questions to ask PE firms, family offices, strategics
• What not to ask (or how not to ask it)
• How advisors help behind the scenes to validate

6. “If a seller gets an offer that looks strong on paper — big multiple, big earnout — what’s your advice for validating it’s real?”

• The danger of being ‘seduced by the headline multiple’
• Discounting for deal structure risk
• How to tie offer strength to real-world execution ability

7. “Are there particular red flags you see when a buyer isn’t financially credible?”

• Delayed diligence or ghosting
• Lack of transparency around capital source
• Too many approvals needed — unclear decision-makers
• Offers contingent on future fundraising

8. “What’s the advisor’s role in protecting the seller from wasting time with unqualified buyers?”

• Quietly vetting buyers behind the scenes
• Managing buyer engagement based on credibility
• Pulling in references or past deal history

9. “What’s your take on PE firms that haven’t yet closed a platform in the space — does that change how we qualify them?”

• Platform vs. add-on credibility
• Operational readiness of first-time buyers
• Importance of fund age and deployment schedule

10. “At what point in the process do you think it's fair for a seller to ask for hard financial evidence?”

• Pre-LOI vs. post-LOI
• How to handle it without offending
• When to walk if transparency isn’t there

RELATED EPISODES

Episode 203: Selling Your Business to an Independent Sponsor. Listen now >>

Episode 113: Deal Financing- Scenarios, Options and Implications for Both Sides. Listen now >>

Episode 97: Understanding Search Funds as an IT Services Seller. Listen now >>

Episode 99: IT Services Sellers: Evaluating the Size of a Buyer. Listen now >>

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

Selling your business is more than a financial transaction—it's an emotional journey. Our latest podcast explores the critical balance between emotion and logic in mergers and acquisitions, offering insights for IT services business owners. Key Takeaways:

• Understand the deep emotional attachment founders have to their businesses
• Recognize how emotions can impact deal negotiations and valuation
• Learn strategies to stay level-headed during the M&A process
• Discover the importance of professional advisors in managing emotional challenges

Whether you're considering selling or acquiring a company, emotional intelligence is your greatest asset. Our experts provide practical guidance to help you navigate the complex world of business transactions with confidence and clarity. Want to transform your M&A experience? Listen to our full podcast and gain expert insights into successful business transitions or reach out to schedule a no obligation introduction call: [email protected]

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In this episode of Shoot the Moon, the Revenue Rocket team—Ryan Barnett, Mike Harvath, and Matt Lockhart—unpacks a foundational concept in IT services  M&A deals: EBITDA add-backs. Whether you run a Managed Service Provider, a Microsoft or SAP channel partner firm, a cybersecurity practice, or a custom development shop, understanding what qualifies as a legitimate add-back can significantly affect your valuation in a transaction.

The team covers the good, the bad, and the ridiculous—breaking down why aggressive or misguided add-backs can backfire and erode trust with a buyer. They also explore how recurring bonus plans, inflated owner salaries, and "strategic" spend are treated when it’s time to negotiate your exit.

This episode is a must-listen if you're:

• Considering a sale or recapitalization in the next 12–36 months
• Wanting to improve your EBITDA story before going to market
• Wondering if that golf membership you expensed is helping or hurting your exit

Key topics include:

• The golden rule: “Add it back only if it’s truly gone—for good”
• Owner salary treatment (especially if you stay on post-sale)
• Bonuses, personal expenses, legal fees, and other gray zones
• Buyer synergies vs. seller add-backs—don’t confuse the two
• Real-world examples of questionable add-backs (boats, jets, services and all)

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

In this episode of Shoot the Moon, Revenue Rocket’s Mike Harvath, Matt Lockhart, and Ryan Barnett explore one of the most overlooked tension points in M&A: the financial document request.

You’ve nailed the strategic and cultural fit — but when it comes time to share financials, things stall. Why? It often boils down to trust, financial hygiene, and timing.

🔍 Inside the episode:

• Why jumping to the P&L too soon can kill momentum
• What “financial hygiene” actually means — and why it matters
• Tips for buyers to build trust and earn the right to request numbers
• What sellers should prepare: 3 years of P&L, balance sheet, forecast, and ad backs
• How to keep a deal moving when financials are messy or delayed

If you’re buying or selling an IT services firm, this episode is a playbook for avoiding early missteps and setting up a smoother path to due diligence.

RELATED EPISODES:

Episode 170: How to Become a Platform Investment. Listen now >>

Episode 141: Add-Backs 101. Listen now >>

Episode 131: The Importance for Sellers to have Financials in Order while being Acquired. Listen now >>

Listen to Shoot the Moon on Apple Podcasts or Spotify.

Buy, sell, or grow your tech-enabled services firm with Revenue Rocket.