*Six Months From Closing (Then the Deal Died Anyway) S2 Ep 68 *

The letter of intent starts the clock. The buyer can still walk away. What happens after a buyer says yes? What are you actually signing when the letter of intent lands? And how does a deal die after six months of work? Brad walks through the alphabet soup of selling a business: NDA, teaser, SIM, IOI, letter of intent, and purchase agreement. The dry terms get expensive fast. Give a competitor too much information, and your customer list, employee titles, and compensation details become their playbook. Then Brian gets into the LOI trap. The buyer wants 60 to 90 days of exclusivity. You stop talking to everyone else. They go under the hood, spend money, ask for everything, and start hunting for reasons to lower the offer. Brad lived the nightmare. By Your Side had an LOI, six months of deal fatigue, and a closing date about two weeks away. Then the buyer chased a company two or three times larger, hit pause, came back five months later, lost its CEO, and the deal was dead. This is episode 68. Time kills all deals.

*YOU'LL DISCOVER* • Why an NDA matters most when a competitor wants a look • What a teaser, SIM, IOI, letter of intent, and purchase agreement actually do • Why exclusivity can lock you up while the buyer keeps digging • How a $15M offer turns into an $11M retrade • Why one buyer is leverage for them, and five buyers is leverage for you *WHAT ACTUALLY WORKS* • Keep IOIs on the same timeline so buyers compete at the same time • Push for a shorter exclusivity window, 60 days beats 90 • Get your books clean before the letter of intent, not after it • Use a banker and attorney who know where deals fall apart *WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism to 11 centers and 550+ employees. Matt Croke hosts and asks the questions nobody else will.

*THE UNCOMFORTABLE TRUTH* "Time kills all deals. The longer it takes to close, the more likely something happens and the deal goes sideways." Which part of selling your business would keep you up at night? 👇 SUBSCRIBE for new episodes every Friday. Real stories. No LinkedIn energy.

*TIMESTAMPS* 0:00 - Time Kills All Deals 1:43 - NDA, Teaser, SIM, IOI, Letter of Intent 3:32 - The Letter of Intent Starts Costing Real Money 6:18 - Cash, Stock, Earnout, and Exclusivity 7:58 - The $15M to $11M Retrade 9:03 - Why Multiple Buyers Matter 11:35 - The Stalking Horse Offer 14:14 - Brian Gets Both Bidders to Raise 17:11 - The Accounting Colonoscopy 18:51 - Brad's Deal Dies After Six Months 25:13 - Purchase Agreement and Clawbacks *ABOUT CEO BROS AFTER HOURS* CEO BROS: After Hours is raw business talk from CEO brothers Brian Balduf (VHT Studios) and Brad Balduf (By Your Side Autism Therapy) with host Matt Croke. Every Friday they share what actually happens building companies: brutal failures, scaling disasters, and the messy truth about leadership. No corporate polish. No LinkedIn energy. Just honest stories from the trenches.

🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Three drinks for three ways a deal gets real. Pick the one that matches your closing anxiety.

🍸 *THE EXCLUSIVITY CLOCK* Brian Balduf - The seller who knows the clock is not your friend Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz honey syrup • 2 dashes Angostura bitters • Lemon twist • Shake with ice, strain into rocks glass The Vibe: The letter of intent sounds friendly until it locks you up for 60 to 90 days. Brian knows the buyer wants the hood open and the clock running. Strong, sharp, and gone faster than your leverage.

🍸 *THE RETRADE* Brad Balduf - The operator who watched big numbers shrink Recipe: • 2 oz reposado tequila • ¾ oz lime juice • ½ oz agave syrup • ½ oz grapefruit juice • Pinch of salt • Shake with ice, strain into coupe The Vibe: The offer starts at $15M. Due diligence finds problems. Now it's $11M and everyone acts like math did it. Bright, bitter, and slightly painful.

🍸 *THE ALPHABET SOUP* Matt Croke - The host translating the deal jargon Recipe: • 1.5 oz vodka • ¾ oz orange liqueur • ¾ oz cranberry juice • ½ oz lime juice • Orange twist • Shake with ice, strain into coupe The Vibe: NDA. SIM. IOI. LOI. Matt hears business terms stack up like a drunk spelling bee. This one looks simple until the letters start costing money. Make all three. Clock running? Offer shrinking? Still decoding the alphabet soup? Tag us.

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