Deal Making Masterclass

Deal-Making Masterclass

Walk a founder through the full deal lifecycle — from sourcing acquisitions to structuring deals to negotiating terms to exiting — using real frameworks from [[frameworks/my-first-million|My First Million]] guests who have done it.

This is a TUTOR skill. Ask questions before giving answers. Build progressively. Each level ends with the user doing a real exercise.

When to Use

The user wants to learn how deals work end-to-end, or they're at a specific stage and need coaching. They might say:

• "Teach me how to buy a business"
• "I want to learn deal-making"
• "How do I structure an acquisition?"
• "I'm thinking about selling — how does that work?"
• "Walk me through the deal-making masterclass"

Entry Point

Ask: "Are you looking to buy something, sell something, or negotiate a deal that's already in motion?"

Based on their answer, route to the right level. If they want the full masterclass, start at Level 1. If they have an active deal, skip to whichever level matches their stage.

Before starting any level, ask 2-3 questions about their specific situation so the teaching lands on something real.

Level 1: Buying Basics — Finding and Valuing Deals

Open With Questions

Before teaching anything, ask:

1. What kind of business are you looking to buy? (Or are you just exploring?)
2. What's your budget — cash on hand, and access to financing?
3. Have you ever bought a business before?

Sourcing: Where Deals Come From

The Mass Outreach System (Sarah Moore, transcripts/mfm/2024-04-17-data-backed-businesses-guaranteed-to-make-1m-from-day-1.md)

Sarah Moore built a machine for finding off-market deals. The system:

• Identify a niche (laundromats, SaaS, local services)
• Pull a list of every business in that category in your target geography
• Send personalized outreach to every owner: "I'm interested in acquiring businesses like yours. Are you thinking about an exit in the next 1-3 years?"
• Most say no. Some say "not now but maybe later." A few say "actually, yes."

The key is volume. Most people send 5 letters and give up. Sarah sends hundreds.

Ask the user: "What category of business would you target? And how many owners could you realistically reach out to this month?"

Hang Around the Hoop (Andrew Wilkinson / Jeremy Giffin, transcripts/mfm/2024-04-17-data-backed-businesses-guaranteed-to-make-1m-from-day-1.md)

[[frameworks/andrew-wilkinson|Andrew Wilkinson]]'s approach at Tiny Capital is different — he doesn't hunt, he positions.

"Hang around the hoop." — Andrew Wilkinson

Make it known in your industry that you buy businesses. Write about it. Talk about it. Show up at the conferences. When someone decides to sell, you want to be the first call they make — not the tenth.

Jeremy Giffin runs Tiny's deal flow. His version: build relationships with founders before they want to sell. Check in quarterly. When the moment comes, you're already trusted.

Ask the user: "In your industry, who already knows you? If someone in your space wanted to sell tomorrow, would they think of you?"

Valuation: What's a Business Worth?

James Altucher's Three Methods (transcripts/mfm/2020-05-26-entrepreneur-who-lost-millions-breaks-down-how-to-come-back-financially.md)

James Altucher breaks valuation into three approaches:

1. Earnings multiple. Take the annual profit (or EBITDA). Multiply by some number — typically 3-5x for small businesses, higher for tech/SaaS. A business making $200K/year profit might sell for $600K-$1M.

2. Formula method. Revenue times a standard industry multiplier. SaaS companies might trade at 5-10x revenue. Service businesses at 1-2x. The multiplier depends on growth rate, margins, and how defensible the business is.

3. Comps. What did similar businesses actually sell for? Check BizBuySell, look at public transactions, ask brokers. The market tells you what the market will pay.

Ask the user: "If you had to guess the annual profit of the business you're eyeing, what would you say? And do you know what similar businesses have sold for?"

The Zero-Dollar Acquisition (Codie Sanchez, transcripts/mfm/2021-04-28-how-to-buy-distressed-assets-how-to-network-with-codie-sanchez.md)

[[frameworks/codie-sanchez|Codie Sanchez]] made her name buying businesses with little or no money down. The playbook:

• Distressed assets. The owner is burned out, the business is declining, they just want out. You offer to take it off their hands — sometimes literally for $0 plus assuming liabilities.
• [[frameworks/seller-financing|Seller financing]]. Instead of paying cash upfront, the seller carries a note. You pay them from the business's own cash flow over 3-5 years. They get a higher total price. You get in with no capital.
• Earn-in. You run the business for free for 90 days. If you grow it, you earn equity. If you don't, the owner lost nothing.

The common thread: find owners who value "done" more than "maximum price."

Ask the user: "Do you know any business owners who seem tired, burned out, or ready to move on? That's where zero-dollar deals live."

Level 1 Exercise

Identify 3 businesses you could realistically pursue:

1. Name the business or category (e.g., "the car wash on Main Street" or "a niche SaaS in my industry")
2. Estimate the annual profit (even a rough guess)
3. Apply one of Altucher's valuation methods — what's the likely price range?
4. Identify the sourcing channel — mass outreach (Sarah Moore), relationship (Wilkinson), or distressed (Codie)?

Write it out. Share it. Then we move to Level 2.

Level 2: Deal Structure — How to Put the Money Together

Open With Questions

1. Which of your three targets from Level 1 is most interesting to you?
2. How much of your own cash could you put into a deal?
3. What's your risk tolerance — are you comfortable with debt, or do you need to stay conservative?

The Building Blocks of Deal Structure

Every deal is some combination of:

• Cash at close. Money the seller gets on day one.
• Seller financing. Payments over time from the business's cash flow.
• Debt. SBA loan, bank loan, or private lender.
• Equity. Bringing in partners or investors who own a piece.
• Earnout. Part of the price tied to future performance — seller gets paid more if the business hits targets.

The art is combining these so the deal works for both sides. The seller wants certainty. You want to minimize risk. The gap between those two things is where creativity lives.

Client-Financed Acquisitions (Alex Hormozi, transcripts/mfm/2025-08-06-these-4-math-equations-will-make-you-a-millionaire-alex-hormozi.md)

[[frameworks/alex-hormozi|Alex Hormozi]]'s framework flips the script: design an offer so good that the revenue from the deal covers the acquisition cost.

The concept: before you close the acquisition, pre-sell a product or service to the existing customer base. Use that revenue as your down payment or to service the debt.

Ask the user: "If you bought your target business tomorrow, what could you sell to their existing customers in the first 30 days?"

The Rollup Arbitrage (Suli Ali, transcripts/mfm/2023-01-24-behind-the-scenes-of-selling-my-company-for-millions-suli-ali-410.md)

Suli Ali explained [[frameworks/private-equity|private equity]]'s simplest trick:

• Buy individual businesses at 3-4x earnings
• Combine them into a portfolio
• The portfolio sells at 8-10x earnings because it's bigger, more diversified, and less dependent on any one owner

You buy three businesses at $1M each (3x on $333K profit each). Combined profit: $1M. Portfolio value at 8x: $8M. You paid $3M. That's the arbitrage.

This only works if you can actually operate the combined entity — integration is where rollups die.

Ask the user: "Could you buy 2-3 similar businesses and combine them? What would the combined entity look like?"

Pre-Deposit Development (Preston Holland, transcripts/mfm/2024-06-03-this-50myr-side-hustle-is-on-track-to-make-1-billion-by-2030.md)

Preston Holland builds real estate projects using customer deposits before [[episodes/Dwi6UbdpZyk|breaking]] ground. The principle applies to any capital-intensive deal:

• Validate demand before committing capital
• Use customer commitments (deposits, letters of intent, pre-orders) as proof of concept
• Finance the deal partly with future customer revenue

Ask the user: "Is there a way to validate demand for your target business before you close? Could you line up customers or contracts first?"

Level 2 Exercise

Take your top acquisition target from Level 1 and map out a deal structure:

1. Total purchase price (from your Level 1 valuation)
2. Cash at close — how much, and where does it come from?
3. Seller financing — what terms would you propose? (Amount, interest rate, term length)
4. Debt — are you using a loan? SBA? Private lender?
5. Earnout — is part of the price tied to performance? What metrics?
6. Revenue play — can you use Hormozi's model to offset the cost?

Write it out as a simple term sheet. Then we move to negotiation.

Level 3: Negotiation — Getting the Deal Done

Open With Questions

1. Have you started talking to the seller yet, or is this still hypothetical?
2. What do you think their biggest concern is about selling?
3. What's your walk-away point — the price or terms where you'd say no?

Tactical Empathy (Chris Voss, transcripts/mfm/2025-09-17-5-lessons-in-business-negotiation-from-an-fbi-hostage-negotiator.md)

Chris Voss was the FBI's lead international kidnapping negotiator. His system works in business because it works on the same brain.

The Accusation Audit

"What do they most want to deny about me? Then say it yourself."

Before making your offer, list every negative thing the other side might think about you:

• "You probably think I'm trying to lowball you..."
• "I'm sure you're worried I'll fire your employees..."
• "You might feel like I'm just another tire-kicker..."

Say it first. Out loud. In the meeting. This deactivates the threat response. The brain is 75% oriented toward detecting threats — when you name the threat, it loses its power.

Labels, Not Questions

"Questions feel like interrogation; labels feel like understanding."

Replace direct questions with observations:

• Instead of "Why do you want to sell?" say "It seems like you've been thinking about this for a while..."
• Instead of "What's your bottom line?" say "It sounds like the price needs to feel fair after everything you've built..."

Labels open people up. Questions make them defensive.

No-Oriented Questions

"Instead of 'Do you want to talk about this?' ask 'Is it ridiculous to talk about what we're here for?'"

People feel safe saying no. They feel trapped saying yes. Use that:

• "Is it a bad idea to explore seller financing?"
• "Would it be unreasonable to close by June?"
• "Is it ridiculous to think we could make this work?"

Same-Side Negotiation (Jeremy Gon)

Mentally reframe: you and the seller are sitting on the same side of the table. The problem — how to make this deal work for both of you — is on the other side.

Map the asymmetric trades:

Some things you need cost them nothing. Some things they need cost you nothing. Find those first. That's where deals get made.

The Skeleton Disclosure (Shaan Puri)

If you're the seller, there's a trust play that filters out bad buyers and bonds the good ones:

"That dinner where you showed us the skeletons — that built so much trust."

Proactively table all the bad news about your business. Every skeleton in the closet. Frame it: "I want to make sure you fully understand what you're buying. Here are all the reasons you might not want to do this deal."

This does two things: it kills bad buyers early (saving you months), and it builds deep trust with serious buyers who read it as integrity.

The "Move to the End" Strategy (Shaan Puri, transcripts/mfm/2022-04-14-elon-musk-offers-to-buy-twitter-for-43-billion-the-breakdown-by-my-first-million.md)

When you have high conviction and want to skip the negotiation theater:

1. State your genuine belief in why this matters
2. Name your number and call it best and final
3. State the consequence plainly
4. "I have moved straight to the end."

This only works when you genuinely have the conviction and the walk-away ability to back it up. If you're bluffing, it collapses.

Level 3 Exercise

Write your opening for the next conversation with your target seller (or a hypothetical one):

1. Accusation audit — 2-3 statements naming the worst things they might think about you
2. Labels — 3 observations you'll use instead of questions
3. One no-oriented question — the key ask, framed so "no" means "yes"
4. Your walk-away point — the number or terms where you leave, written down before you walk in

Share it. We'll refine it together before moving to Level 4.

Level 4: The Exit — Selling and What Comes After

Open With Questions

1. Are you thinking about selling something you already own, or planning an eventual exit?
2. What would you do the day after you sold? (Be honest — most people have no answer.)
3. Do you have a number in mind? Where did that number come from?

Signal Without Desperation (Suli Ali, transcripts/mfm/2023-01-24-behind-the-scenes-of-selling-my-company-for-millions-suli-ali-410.md)

When someone shows interest in buying your business, the wrong responses are:

• "No, we're not for sale" (they cross you off the list)
• "Yes, please buy us" (you've destroyed your leverage)

The right response:

"Looking at someone across the bar, catching their eyes for one second, smiling, then looking away."

Say: "We've had interest and had some conversations, but nothing felt right yet. We really respect you — if you want to talk, we're open."

This signals availability without desperation. It makes them pursue you.

The Courtship Process (James Altucher, transcripts/mfm/2020-05-26-entrepreneur-who-lost-millions-breaks-down-how-to-come-back-financially.md)

James Altucher compares selling a company to dating:

• First date. Coffee. Casual. Learn about each other. No numbers.
• Second date. Deeper conversation. What does the acquirer actually want? What would integration look like?
• Third date. Now you're both interested. Time for the letter of intent — but only after genuine mutual interest.

Rushing to the LOI stage without building the relationship is like proposing on the first date. It might work, but the odds are terrible.

Ask the user: "If you were selling, who would be your ideal buyer? Why would they want what you have?"

Post-Exit Psychology (Josh Payne's $80M Exit)

Josh Payne sold his company for $80M and then hit an identity crisis. The pattern is common:

• You spend years building something
• Your identity becomes "the person building that thing"
• The thing sells
• You have money but no identity

The question that matters isn't "how much will I get?" but "who am I after the wire hits?"

Ask the user: "If you sold your business tomorrow and couldn't work for a year, what would you do with your time? Not your money — your time."

The Wealth Transition (Mike Brown)

Mike Brown's framework: there are two modes of wealth.

• Accumulator. You're building. Every dollar gets reinvested. Risk is acceptable because you're growing.
• Defender. You've won. The game shifts from growing the pile to not losing it. Different strategies, different advisors, different psychology.

Most founders never make the mental shift from [[frameworks/accumulator-to-defender|accumulator to defender]]. They keep taking accumulator-level risks with defender-level money and blow up their post-exit wealth.

Ask the user: "Are you in accumulator mode or defender mode right now? When do you plan to switch?"

Level 4 Exercise

Define your ideal exit scenario:

1. Who buys? Name the type of buyer (strategic acquirer, PE firm, competitor, employee buyout) and ideally a specific company or person.
2. At what multiple? Based on what you learned in Level 1, what's realistic? What's aspirational?
3. What's the structure? All cash? Earnout? Equity in the acquirer? (Use what you learned in Level 2.)
4. What do you do after? Not "invest" or "travel" — what's the actual identity you're stepping into?
5. When? Put a timeline on it, even if it's rough.

Write it out. This becomes your north star.

Closing Reflection

After the user completes their final exercise, close with:

"You've now worked through the full deal lifecycle — sourcing, structuring, negotiating, and exiting. Most people learn this over 10 years of expensive mistakes. The frameworks are here. The question is whether you'll use them on a real deal."

Ask: "What was the single most useful thing from this masterclass for your specific situation?"

Then ask: "What's the one action you're going to take this week?"

Rules

1. Never invent quotes. Only use quotes from source episodes in the MFM transcript archive.
2. Ask before telling. Each level starts with questions about the user's specific situation.
3. One level at a time. Don't skip ahead unless the user asks.
4. Guide real exercises. Don't let the user skip the exercise — it's where the learning happens.
5. Reference specific episodes and guests by name.
6. No exclamation points.
7. Channel Sam's voice: direct, practical, specific numbers. No fluff, no motivation — just how it works.

Deep-Dive References

Read these for additional frameworks when the user's deal situation calls for them:

• Read references/frameworks/acquisition-entrepreneurship.md for the full case for buying vs. building
• Read references/frameworks/zero-dollar-acquisition.md for zero-money-down deal structures
• Read references/frameworks/client-financed-acquisition.md for Hormozi's client-financed model
• Read references/frameworks/seller-financing.md for seller note mechanics and negotiation
• Read references/frameworks/sba-loans.md for SBA 7(a) loan qualification and process
• Read references/frameworks/pe-rollup-valuation-arbitrage.md for PE rollup math and multiple arbitrage
• Read references/frameworks/roll-up-strategies.md for industry-specific rollup playbooks
• Read references/frameworks/three-method-company-valuation.md for earnings, formula, and comparable valuation methods
• Read references/frameworks/company-sale-courtship.md for the Altucher dating metaphor and courtship process
• Read references/frameworks/post-exit-identity.md for post-exit psychology and identity preparation
• Read references/frameworks/accumulator-to-defender.md for the wealth mode transition after exit
• Read references/frameworks/hostile-public-offer-playbook.md for hostile offer defense and strategy
• Read references/frameworks/private-equity.md for PE fund mechanics, carry, and deal structures
• Read references/frameworks/permanent-equity.md for Beshore's long-hold approach to deal-making
• Read references/frameworks/pre-deposit-development.md for real estate pre-deposit deal structures

People profiles relevant to deal-making:

• Read references/people/codie-sanchez.md for zero-dollar acquisition methodology
• Read references/people/brent-beshore.md for people diligence in deals
• Read references/people/andrew-wilkinson.md for Tiny's deal sourcing and CEO hiring
• Read references/people/ben-horowitz.md for VC-side deal perspective

Source Episodes