*They Offered $1 Million (Then Tried to Take It Back) | S2 Ep 70* The offer looked perfect. Then the buyer started changing the deal. What happens when a $1 million offer becomes $925,000? What if part of your payout gets locked in escrow for 18 months? What if the buyer wants to pay you with stock instead of cash? Most owners think getting the Letter of Intent means they're almost done. Brian and Brad know that's when the hardest part begins. This is Episode 70. The final chapter of selling your business. Earnouts. Escrow. Retrades. Due diligence surprises. The expensive mistakes sellers make after they think they've already won.

*YOU'LL DISCOVER* • Why buyers often retrade after due diligence • How a $1 million offer quietly becomes $925,000 • Why escrow accounts change your actual payout • The danger of accepting private-company stock • How employees, customers, and competitors react to a sale

*WHAT ACTUALLY WORKS* • Get as much detail as possible into the Letter of Intent • Expect buyers to challenge price and terms • Research the buyer as aggressively as they're researching you • Know exactly which assets belong in the deal

*WHO THESE GUYS ARE* Brian Balduf built and sold VHT Studios. Brad Balduf scaled By Your Side Autism Therapy to 11 centers and 550+ employees. Matt Croke hosts and asks the questions business owners wish they'd asked sooner.

*THE UNCOMFORTABLE TRUTH* "The best day of the process is getting the Letter of Intent. After that, everything gets harder." What's the biggest surprise you've seen during a business sale?

SUBSCRIBE for new episodes every Friday. Real stories. No LinkedIn energy.

*TIMESTAMPS* 0:00 - You Got the LOI. Now the Real Work Starts 1:25 - Why Earnouts Make Sellers Nervous 5:16 - The Retrade: How $1M Becomes $925K 9:50 - Escrow Holdbacks and Frozen Money 11:37 - The Private Stock Trap 17:33 - Asset Sale vs. Company Sale 20:00 - The Legal Bills Nobody Warns You About 25:00 - Employees, Customers, and Industry Reactions 27:23 - Brian's Final Advice for Sellers 30:47 - Ray the Barkeep's Clean Close

*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 real stories about scaling companies, acquisitions, exits, leadership mistakes, and hard-earned lessons.

🍸 *WIND DOWN WITH THE BROS: THIS WEEK'S COCKTAILS* Four drinks for four ways a deal changes after the Letter of Intent. Pick the one that matches your situation.

🍸 *THE RETRADE* Brian Balduf - The storyteller who's seen the number change Recipe: • 2 oz bourbon • ¾ oz lemon juice • ½ oz honey syrup • 2 dashes Angostura bitters • Lemon twist The Vibe: You agreed to a million. Then the buyer found reasons it should be less. Starts sweet, finishes with bite.

🍸 *THE ESCROW HOLDBACK* Brad Balduf - The operator waiting for his money Recipe: • 2 oz reposado tequila • ¾ oz lime juice • ½ oz agave syrup • ½ oz orange liqueur • Lime wheel The Vibe: The deal closed, but some of your cash is still sitting in escrow. Frustratingly good.

🍸 *THE FINE PRINT* Matt Croke - The host reading the stuff nobody else wants to read Recipe: • 1.5 oz gin • ¾ oz elderflower liqueur • ¾ oz lemon juice • ½ oz simple syrup • Club soda • Lemon wheel • Shake first four with ice, strain, top with soda The Vibe: The headline said $1 million. The fine print said something very different. Escrow. Earnouts. Holdbacks. Matt spent the episode asking the questions sellers forget to ask until it's too late. Looks simple. Hides a lot.

🍸 *THE CLEAN CLOSE* Ray the Barkeep - The guy who knows when the deal is finally done Recipe: • 2 oz Tito's Handmade Vodka • ¾ oz fresh lemon juice • ½ oz simple syrup • Splash soda water • Lemon wheel • Shake first three with ice, strain into rocks glass, top with soda The Vibe: No earnout. No escrow. No surprise stock certificates. No lawyers calling at 4:55 on Friday. Just cash in the bank, signatures on the paper, and a handshake on the way out the door. Ray likes his drinks the same way he likes business deals: simple, clean, and finished. Make all four. The Retrade? The Holdback? The Fine Print? The Clean Close? Tell us which one you've lived through.

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