The $80M Deception—How Kevin Wagstaff Walked Away and Won
Kevin Wagstaff co-founded Spectora with his brother Mike, starting with $2,500 each. Spectora is software for home inspectors. When an acquirer re-traded an $80 million offer at the last minute, they walked away. Wagstaff's point is that an offer is not a deal until the money is in the bank.
We link to the original and never republish it. All credit to Kevin Wagstaff.
Key takeaways
- Expect a buyer to re-trade late: Wagstaff's acquirer added a $25 million seller's note, a $10 million earn-out and a 36-month call option to an $80 million offer.
- Buyers may assume you are too invested to walk away, so be ready to leave and make that clear.
- An experienced advisor can help you hold firm under pressure, as Wagstaff's did.
- Walking away can pay off: the acquirer went back to the original terms, and the brothers still sold a majority stake at a $90 million valuation to a better partner.
- Judge a sale by how well it protects your financial future, not only by the headline number.
Who it's for
Founders who are approaching an acquisition and want to know how to handle last-minute changes to deal terms.
Why it's worth your time
The specifics of one real re-trade, and the choice to walk and find a better buyer, are useful for any founder entering sale talks.
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