Insights

Straight answers for
founders, operators, and investors.

Guides

Understanding Earnouts: Risk, Reward, and Common Traps

Earnouts can boost your total payout — but only if structured properly. What founders need to know.

In the writing queue.

Legacy Matters: Protect Your Team and Culture During a Sale

Preserving culture isn’t just emotional — it affects revenue stability, retention, and long-term growth.

In the writing queue.

FAQ

What founders ask before saying yes.

Valuation & price

How will NeoNox value my business?

Primarily EBITDA multiples adjusted for industry, growth, and risk. We normalize earnings together and may engage a quality-of-earnings provider. Revenue multiples apply for pre-profit or SaaS businesses.

The multiple seems lower than what I read online.

Multiples vary by size, profitability, growth — and industry. The lower-middle-market base rate is 2–4× EBITDA, but several sectors trade above it and some below. If you want a price above your market rate, our “Your Price, My Rules” option allows it, paired with tighter terms, an earn-out, or seller financing. You choose the mix.

What if my business isn’t profitable yet?

We evaluate holistically. High-growth companies may command revenue multiples; fees stay tied to objective triggers either way.

How are earn-outs structured?

Tied to EBITDA growth or revenue milestones, typically 10–40% of purchase price paid over 2–4 years.

Control & governance

Do I have to sell control?

No. Tiers range from 10% to 100% — you choose your comfort level. Control only shifts when you sell more than 50%.

Can I keep family ownership?

Yes — minority tiers let you retain board influence while taking liquidity. You decide how much to sell; our minimum stake is 10%.

Can I upgrade or downgrade tiers later?

Yes. If circumstances change, we can transact additional equity at then-current valuation and performance. Tiers are a starting point, not a life sentence.

Do I need to stay on after closing?

Optional. With a strong team in place, quick exits work; without one, we may ask for 3–5 years to protect continuity. Lifestyle owners typically transition over 1–3 years.

Fees & structure

When do management fees begin?

Only when your company crosses performance thresholds you agreed to — or when you request specific back-office projects. Until then, guidance is complimentary.

What happens if performance triggers aren’t met?

Fees stay on holiday and earn-out payments adjust. We prefer aligning incentives over penalizing underperformance.

Traditional PE firms don’t charge fees like this — why do you?

Traditional firms recoup costs through portfolio-company charges, often opaquely. Ours are transparent, performance-tied, and hard-capped at $250K per year or 10% of EBITDA, whichever is lower.

What is the exit credit?

If the KPI targets we set together are met, 50% of every management fee you paid is credited back to you at exit. Our fees are designed to be earned twice — once when we deliver, and again when you cash out.

What is seller financing?

You lend part of the purchase price to us and earn interest. It reduces cash at close but increases total proceeds, can improve tax treatment, and qualifies you for added incentives.

Process & diligence

How long does the process take?

Term sheet within ~2 weeks of receiving financials; closing in 30–90 days depending on tier and diligence.

How are your deals funded?

A mix of our own capital, committed investor partners, and — where it benefits the structure — SBA financing arranged before we sign. Proof of funds or pre-approval letters are provided up front, so certainty is established before diligence begins.

How many deals do you do a year?

One or two, deliberately. We are operators, not volume buyers — each company gets a real 100-day plan and hands-on integration, so we only take on what we can run well. Texas first, nationwide where the fit is right.

How do you handle confidentiality?

NDAs and secure data rooms, a small professional diligence team, and information shared only with advisors who need it.

Do you invest in distressed companies?

Yes — including bridge financing post-diligence and operational restructuring support. We understand covenant pressure and liquidity constraints.

After the deal

What is included in your back office?

Accounting and close, FP&A, treasury, HR and talent, IT and cybersecurity, legal and compliance, procurement, sales ops, marketing, pricing, and M&A integration.

How do you support bolt-on acquisitions?

Every tier includes some M&A support, scaling up with tier level: sourcing targets, running diligence, and integrating through the back office.

How do you measure success after the deal?

Revenue growth, EBITDA margin, working-capital efficiency, employee engagement, and NPS. Our success is linked to your company’s performance and eventual outcome.

When will you sell my company?

Our plan is not to. We buy to hold — every company acquired since 2011 is still in the portfolio, and there is no fund clock forcing a sale. If circumstances ever demanded one, the legacy terms agreed at closing travel with the business.

Do you help with tax or estate planning?

We connect you with licensed professionals — and in higher tiers we subsidize seller tax and estate planning as part of the deal structure.