Shoot the Moon with Revenue Rocket

Hosted by Revenue Rocket Consulting Group

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248

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Apr 2026

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About the show

The Shoot the Moon podcast is for IT business owners and executives. The Revenue Rocket leadership team brings their 25+ years of experience with M&A and growth strategies to IT Services company leaders worldwide.

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60 recent

June 16, 20260 min

Got an Unsolicited Offer to Buy Your IT Services Company? Do This First | Shoot the Moon

Most first acquisition offers are not the best offers. If a buyer has approached your MSP or IT services company out of the blue, this episode walks through how to evaluate that offer, what a letter of intent actually binds you to, and why bringing in an advisor before you sign protects both your price and your optionality. CHAPTERS 0:00 Why most first offers are not the best offer 1:45 What changed: a seller's market and nonstop inbound offers 4:45 "I already have an offer" — what an LOI really binds you to 7:00 Why the first offer usually is not optimized 10:15 Mistakes founders make running their own deal 14:50 When to bring in an M&A advisor 18:00 Deal facilitation vs. a full sell-side process 22:00 Control vs. leverage: what an advisor actually does 24:15 The first thing to do when an offer lands 26:30 Wrap-up KEY TAKEAWAYS Most first offers are not optimized. Without competitive tension, you usually leave price, terms, and strategic fit on the table. In an LOI, the no-shop clause is typically the only binding provision. The number can still move significantly in diligence. There are roughly 150 things to negotiate between LOI and close, from working capital to earnout structure to reps and warranties. "Deal facilitation" meets you where you already are with a buyer or signed LOI, and helps you get to close at a lower scope than a full process. An advisor does not take control. They add leverage, while you make every final decision. Before you respond to any offer: don't engage emotionally, validate the buyer's credibility and certainty to close, and protect your optionality. LINKS Read more on our blog: https://www.revenuerocket.com/blog/ Estimate your company's value with our Valuation Calculator: https://www.revenuerocket.com/valuation-calculator/ Schedule a confidential conversation: https://www.revenuerocket.com/contact-us/ Listen on Apple Podcasts: https://podcasts.apple.com/us/podcast/shoot-the-moon-with-revenue-rocket/id1478519505 Listen on Spotify: https://open.spotify.com/show/6y7u9KuOjaplhScHtINGZU More episodes: https://www.revenuerocket.com/series/shoot-the-moon/ Website: https://www.revenuerocket.com ABOUT REVENUE ROCKET Revenue Rocket is a sell-side and buy-side M&A advisory firm focused exclusively on IT services companies, including MSPs, cybersecurity, cloud, custom application development, and VARs. Based in Bloomington, Minnesota, the firm has advised technology and IT services founders on mergers, acquisitions, and exits for 25+ years.Shoot the Moon is hosted by Revenue Rocket partners Mike Harvath, Ryan Barnett, and Matt Lockhart. 📞 Received an offer and not sure what it is really worth? Talk to an advisor before you respond: https://www.revenuerocket.com/contact-us/ Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

June 16, 202628 min

5 M&A Myths That Cost IT Services Founders the Most | Shoot the Moon

Your friend sold for a great multiple. PE pays more than strategics. Earnouts are a trap. Wait for the right market. You're too small to sell. Here's what's actually true. ━━━━━━━━━━━━━━━━━━━━━━━━ TIMESTAMPS 00:00 Intro 00:20 Welcome and Episode Setup 02:00 Myth 1: "My Friend Sold for X EBITDA, That's My Benchmark" 07:30 Myth 2: "PE Always Pays More" (Or "Strategics Always Win on Price") 13:00 Myth 3: "Earnouts Are a Trap" 18:30 Myth 4: "I Need to Wait for the Right Market Conditions" 24:00 Myth 5: "I'm Too Small to Sell" 28:30 The Common Thread and What to Do Instead ━━━━━━━━━━━━━━━━━━━━━━━━ LISTEN AND SUBSCRIBE Podcast: https://www.revenuerocket.com/series/shoot-the-moon/ Website: https://www.revenuerocket.com Talk to us: https://www.revenuerocket.com/contact-us/ LinkedIn: https://www.linkedin.com/company/revenue-rocket-consulting-group ━━━━━━━━━━━━━━━━━━━━━━━━ Revenue Rocket is the premier M&A advisor to IT services companies, helping owners in the lower middle market navigate sell-side and buy-side transactions with specialized expertise and hands-on deal management. Shoot the Moon is their weekly podcast covering M&A strategy, valuation, and growth for IT services leaders including MSPs, cybersecurity firms, cloud providers, VARs, and digital transformation companies. Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

April 14, 202629 min

The Sell Side Masterclass for Tech Services Founders: What Not to Do

OTHER EPISODES IN THIS SERIES: Part 1. Knowing When It’s Time to Sell: Listen now >> Part 2. Get Your House in Order: Listen now >> Part 3. Valuation Drivers: Listen now >> Part 4. What is my Take Home? Listen now >> Part 5. It Takes a Village. Listen now >> Part 6. The First 30 Days of a Process. Listen now >> Part 7. Finding the Right Buyer. Listen now >> Part 8. Deal Structures 101. Listen now >> Part 9. Due Diligence. Listen now >> Part 10. Definitive Agreements and the Final Stretch. Listen now >> Part 11. What Happens After the Deal Closes. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

March 25, 202622 min

The Sell Side Masterclass for Tech Services Founders: What Happens After the Deal Closes

Closing the deal is not the finish line. It is the beginning of the next chapter. In this episode of the Seller Master Class Series, Mike, Matt, and Ryan walk through what sellers should expect after a transaction closes. They cover how to protect customer confidence, reassure employees, establish communication cadence, and prioritize the right operational changes without disrupting service delivery or cash flow. They also discuss the founder’s transition after closing, common post-merger integration missteps, and what success looks like in the first 100 days. What you’ll learn in this episode: What matters most in the first 30 days after closing How to communicate the transaction to employees and customers Why messaging and leadership alignment are critical post-close What operational changes should happen first and what should wait How founders should prepare for the emotional and practical shift after selling The KPIs that signal a healthy integration in the first 100 days Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

March 10, 202636 min

The Sell Side Masterclass for Tech Services Founders: Definitive Agreements and the Final Stretch

Key takeaways The LOI is not the final deal. It is more like a handshake on price and core terms, while definitive agreements create the legally binding structure of the transaction. The focus shifts from headline economics to risk allocation, including representations, warranties, indemnification, escrows, working capital, and earnouts. Sellers should expect multiple transaction documents, including the purchase agreement, employment or transition agreements, non-compete and non-solicit provisions, disclosure schedules, and sometimes escrow or lender-related documents. An M&A advisor should protect deal momentum and economics, while legal counsel should focus on legal exposure. Letting attorneys drive business negotiations can create delays and unwanted tradeoffs. Disclosure schedules require a major lift because they support the reps and warranties in the agreement and must fully disclose contracts, employee matters, vendor agreements, litigation issues, notices of termination, and other material business details. Closing day is often surprisingly anticlimactic when the deal has been well managed. Most signatures are already in place, wires are released, and the team confirms final execution and funding. Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

February 24, 202626 min

The Sell Side Masterclass for Tech Services Founders: Due Diligence

EPISODE 245. Key Takeaways: What due diligence is: The buyer’s inspection/audit of the seller’s business to confirm the story, financials, contracts, and assumptions made pre-LOI. The emotional shift for sellers: Post-LOI can feel like “we’re done,” but diligence is often the most challenging phase and can be exhausting and distracting. Why buyers do it: Risk mitigation and validation, plus identifying upside (synergies, growth investment opportunities, consolidation savings). Common seller mistake: Underestimating diligence and showing up unprepared, both emotionally and operationally. Role of an M&A advisor: First point of contact, ensuring data is clean/defensible, fast response cadence, and pushing back where appropriate. “Scope creep” reality: Multiple outside parties (QoE, tax, legal, integration) often ask overlapping questions, creating a “Groundhog Day” effect without strong process management. Top diligence areas buyers focus on: Revenue quality, customer concentration, contracts/renewals, security posture, key person risk, and scalable delivery model. Retrade risk signals: Business performance softening during diligence, messy financials, messy contracts, or major unexpected changes in the business. Keep momentum (they cite ~90 days as a good diligence window) and don’t let diligence distract leadership so much that performance slips. Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

February 11, 202637 min

The Sell Side Masterclass for Tech Services Founders: Deal Structure 101

In this installment of the Sell Side Master Class, Ryan and Mike break down deal structure, the terms behind the headline enterprise value and why structure can matter as much as (or more than) price. They walk through the most common components of consideration in IT services M&A: cash at close, earnouts, seller notes, and rollover equity, including where each can create upside and where hidden risk lives. Mike explains why earnouts often get an unfair reputation, what “good” earnout design looks like, and why indexing to revenue is typically safer than profit. They also cover how seller notes work (and why they’re subordinated to bank debt), what rollover equity really means in a PE-backed deal, and the “often missed” lever of working capital, including how sellers can accidentally leave money on the table without the right guidance. Tune in as we talk Deal Structures 101.DEAL STRUCTURES WE DISCUSS:Cash at close: The portion of the purchase price you receive when the deal closes. In the episode, this is framed as the most straightforward form of consideration and the “baseline” sellers compare other components against.Earnout: A contingent payment you can earn after closing if the business hits agreed performance targets. Mike explains that earnouts often work best when they’re indexed higher on the P&L (commonly revenue, sometimes gross margin) and structured with a “lane” or prorated payout range instead of an all-or-nothing cliff. Example from the episode’s concept: if revenue lands within a defined band around the forecast, you receive a proportional earnout payout.Seller note: Seller financing where the seller effectively becomes a lender to the buyer for part of the purchase price. The transcript describes this as the seller “acting like the bank,” typically with interest, and notes that it is usually subordinated to senior bank debt. Example conceptually: you receive part of the price over time as principal plus interest rather than all at close.Rollover equity: The seller reinvests a portion of proceeds into the new ownership structure, keeping equity in the business post-transaction. In the episode, this is discussed as the “second bite of the apple,” often seen in PE-backed deals where the seller participates in future upside at a later liquidity event.Working capital adjustment: A structural mechanism that sets a working capital “target” at close and adjusts the seller’s proceeds up or down depending on whether the company delivers more or less working capital than agreed. The transcript emphasizes this as an often-overlooked lever and discusses that many owners are overcapitalized, meaning working capital can meaningfully impact what the seller takes home if negotiated correctly.Mixing structures to optimize EV and share risk: The episode repeatedly frames structure as a way to balance risk between buyer and seller and sometimes increase headline enterprise value. Example concept: a buyer may offer a higher total value if some portion is contingent (earnout) or deferred (seller note) versus paying the entire amount in cash at close. OTHER EPISODES IN THIS SERIES:Part 1. Knowing When It’s Time to Sell: Listen now >>Part 2. Get Your House in Order: Listen now >>Part 3. Valuation Drivers: Listen now >>Part 4. What is my Take Home? Listen now >>Part 5. It Takes a Village. Listen now >>Part 6. The First 30 Days of a Process. Listen now >>Part 7. Finding the Right 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. 

February 2, 202636 min

The Sell Side Masterclass for Tech Services Founders: Finding the Right Buyer

Other Episodes in this SeriesPart 1. Knowing When It’s Time to Sell: Listen now >>Part 2. Get Your House in Order: Listen now >>Part 3. Valuation Drivers: Listen now >>Part 4. What is my Take Home? Listen now >>Part 5. It Takes a Village. Listen now >>Part 6. The First 30 Days of a Process. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

January 22, 202636 min

The Sell Side Masterclass for Tech Services Founders: The First 30 Days of a Process

What does it really feel like when you decide to sell and the process officially begins?In this Sell-Side Master Class episode, we walk through month zero and the first 30 days of a sell-side process: the pre-market foundation, the time commitment, and the “transfer” that has to happen so an advisor can speak like they’re part of your team. We cover the core information you’ll be asked to assemble (financials, customer data, employee data, forecasting, go-to-market materials), plus the practical reality that founders often need to keep the circle tight to avoid data leakage internally.We also explain the role of the three key documents that drive early-stage buyer movement:Teaser (anonymous, broad interest)Confidential Information Memorandum (CIM) (post-NDA, full story)Financial packet / data room (deeper dive, typically after qualification)Finally, we talk through a critical leadership question that often evolves during the process: are you selling in or selling out? And we close with a simple reminder: preparation equals leverage because speed and clarity protect value. Other Episodes in this SeriesPart 1. Knowing When It’s Time to Sell: Listen now >>Part 2. Get Your House in Order: Listen now >>Part 3. Valuation Drivers: Listen now >>Part 4. What is my Take Home? Listen now >>Part 5. It Takes a Village. Listen now >> Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

January 15, 202633 min

The Sell Side Masterclass for Tech Services Founders: It Takes a Village

Key takeawaysStart building your advisor relationships 6–12 months pre-exit—waiting until LOI puts the close at risk (“time kills all deals”).Your M&A advisor is the quarterback: runs the process, manages buyer psychology, protects your time, and helps prevent value leakage and retrades.Advisor red flags: guaranteed above-market multiples, vague deliverables, weak references, and “exclusive” lockups that pay them no matter what.Use an experienced M&A attorney (not a generalist) who understands negotiation tradeoffs—over-lawyering can derail otherwise good deals.Tax + financial hygiene matter: get clean, diligence-ready financials and understand structure implications; a QoE may not be required if you’re already well-prepared. Listen to Shoot the Moon on Apple Podcasts or Spotify.Buy, sell, or grow your tech-enabled services firm with Revenue Rocket. 

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