A founder can successfully negotiate their dream purchase price, but if they accept the wrong deal structure, a sudden market shift can destroy their enterprise value.

In this episode of the ASYMMETRY® Podcast, Tyler sits down with Jackson Payne, an M&A advisor and managing partner for the Georgia and South Carolina offices of Viking Mergers and Acquisitions. Jackson shares his journey from collegiate basketball coach to the CFO of a family-owned oilfield manufacturing business.

He breaks down how his family survived the 2008 financial crisis by taking a 50% pay cut, and the harsh lessons he learned when they sold the business unrepresented in 2014—just months before oil prices crashed from over $100 to $26 a barrel, crushing their rollover equity.

Today, Jackson uses that experience to protect founders from making the same structural mistakes.

We discuss the two primary reasons businesses fail to sell, the complexities of navigating Net Working Capital during due diligence, and why creating a competitive buyer environment is the ultimate leverage.

Listen to the full conversation to learn:

• [00:44] Introduction to Jackson Payne and Viking Mergers and Acquisitions.
• [04:07] Scaling a family oilfield business and navigating extreme cyclical markets.
• [08:21] The 2014 Exit: Why negotiating unrepresented led to getting the right price, but the wrong terms when the market crashed.
• [09:55] How the company survived the 2008 financial crisis through shared sacrifice and gained massive market share.
• [18:42] The two biggest red flags that prevent a business sale: Owner dependency and poor financial records.
• [26:24] Price vs. Structure: Understanding earnouts, seller notes, and rolled equity in lower-middle-market transactions.
• [29:14] Demystifying Net Working Capital ("the oxygen of the business") and post-close financial true-ups.
• [33:38] The ROI of an M&A Advisor: Why dealing with only one buyer destroys your leverage, and how to combat deal fatigue.

Listen and Subscribe:

• Apple Podcasts: https://podcasts.apple.com/us/podcast/asymmetry-podcast/id1880814763
• Spotify: https://open.spotify.com/show/0
• YouTube: https://www.youtube.com/@ShellCapital

Further Research & Blueprints: Subscribe to our Substack for episode notifications and research: https://asymmetricexit.substack.com/

Learn more about Shell Capital Management: https://shell-capital.com/

Learn more about Viking Mergers & Acquisitions: https://www.vikingmergers.com/

Episode Summary:

Selling a business requires executing a highly complex transaction against professional buyers who do this every single day.

If a founder takes their eyes off the daily operations to manage due diligence alone, the business often suffers a dip in performance—opening the door for buyers to retrade and adjust the purchase price downward.

In this episode of the ASYMMETRY® Podcast, Tyler sits down with John Marsh, founder and managing partner of Marsh Creek Advisors.

Leveraging his background as a former medical device CFO who executed over $360 million in transactions , John deconstructs the structural mechanics of a successful sell-side M&A process.

We discuss the critical importance of running a competitive, structured auction , how to structurally de-risk your enterprise years in advance by addressing owner dependency and customer concentration , and the reality of navigating complex deal structures like earnouts and rolled equity.

Timestamps:

[00:00] Introduction to John Marsh and Marsh Creek Advisors.

[07:58] Lessons learned from executing $360M in transactions and seeing the private equity playbook from the inside.

[11:50] The step-by-step mechanics of running a competitive M&A process.

[18:42] The asymmetrical risk of negotiating alone and how operational dips during due diligence lead to price retrades.

[21:40] How to structurally prepare your business for market by minimizing owner dependency and customer concentration.

[27:10] Navigating post-sale mechanics: Earnouts, seller notes, and rolling equity.

[31:41] Why conducting sell-side due diligence on your prospective buyer is critical.

Subscribe to our Substack for episode alerts and research: https://asymmetricexit.substack.com/

Learn more about Shell Capital Management:

https://shell-capital.com/

Episode Summary:

What is the true cost of negotiating the sale of your business alone against professional buyers who execute complex M&A transactions every single day?

In this episode of the ASYMMETRY® Podcast, we sit down with Mordecai Evans, Lead Advisor at Business Acquisition Advisors. Mordecai shares his unique entrepreneurial journey—from selling grit magazines at 10 years old and working in animal health sales for Pfizer, to taking the massive, calculated risk of jumping into a commission-only M&A career with two young children at home.

We dive deep into the ultimate asymmetrical advantage for exiting founders: creating structural leverage. Mordecai breaks down the critical difference between the "list and wait" approach of Main Street brokerage and the highly competitive, structured auction process of lower-middle-market M&A.

If you are a business owner navigating private equity offers, trying to de-risk your enterprise value, or building your ultimate deal team, this episode is your blueprint.

Key Takeaways from this Episode:

• The Professional Imbalance: Why a business owner selling their only company is at a massive disadvantage when negotiating directly with professional buyers (PE, Search Funds, Strategics).

• The Multiple is a Measure of Risk: Why high customer concentration or heavy owner dependency will immediately compress your business valuation.

• Main Street vs. M&A: The stark operational differences between selling a $2M business and structuring a complex, multi-million dollar liquidity event.

• Creating True Leverage: How time pressure, competitive bidding, and a blinded CIM (Confidential Information Memorandum) force buyers to submit their best price and terms.

• The Complete Deal Team: Why your CPA and attorney are not enough to maximize value, and the specific role an M&A Advisor plays in the negotiation process.

Episode Timestamps:

[02:12] - Main Street vs. Lower Middle Market vs. Investment Banking .

[08:44] - The critical communication lessons learned from Pfizer pharmaceutical sales .

[10:17] - The asymmetric risk of jumping into a commission-only career .

[11:39] - The difference between Main Street "list and wait" and complex M&A .

[19:44] - The professional imbalance between one-time sellers and professional buyers .

[24:57] - The step-by-step M&A timeline from engagement to wire transfer .

[37:05] - De-risking the business and why your multiple measures risk .

[42:10] - The specific roles of the ultimate M&A deal team .

[46:56] - The Asymmetric Insight: Taking care of people and living by the Golden Rule .

Links Mentioned: https://baallc.biz/