3 Non-Negotiables to Walk Away Clean, Turn Your Expertise into Recurring Revenue, and Avoiding a Deal-Killing Clause

Most founders go into a sale ready to negotiate on everything. Krista Gurka did the opposite. After one deal fell apart on closing day thanks to a surprise non-compete from the bank, she went back to market with three hard lines in the sand: no earn-out, minimal rolled equity, and no ongoing operating role once the deal closed. She still sold her South Florida Pilates and physical therapy business for a seven-figure number. 

In this episode of Built to Sell Radio, you discover how to: 

• Draw your own “no earn-out” line without scaring off every buyer 

• Trade a little headline price for a lot more certainty on closing 

• Use clean books and recurring revenue to justify more cash up front 

• Roll only a sliver of equity and still get a meaningful second bite 

• Explain lifestyle decisions (like keeping your team through COVID) so a buyer sees value, not weakness 

• Protect your future by refusing to work for the acquirer, yet still support a smooth transition 

• Walk away when a lender slips in last-minute terms that could haunt you years after the sale 

If you are the expert in your business and you are worried you will get trapped working for your buyer, Krista’s three non-negotiables offer a clear blueprint for structuring a deal on your terms. Built to Sell Radio is the podcast designed to help you punch above your weight in a negotiation to sell your business. 

Show Notes & Links

Connect with Christa on LinkedIn

Pilates in the Grove

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Definitions

Due-Diligence: This is a comprehensive appraisal of a business or investment undertaken before a merger, acquisition, or investment. It seeks to validate the information provided and uncover any potential risks or liabilities.

Earn-out: This is a financing arrangement for the purchase of a business, where the seller must meet certain performance goals before receiving the full purchase price. It reduces the buyer’s risk and aligns the interests of both parties post-acquisition.

Roll Over Investor: A rollover investor, in the context of selling a business, refers to an individual or entity that rolls some of their proceeds from the sale with the buyer. This strategy allows the seller to defer capital gains taxes and potentially leverage their expertise or resources in a new venture.

Re-Trading: This occurs when a buyer attempts to renegotiate the purchase price of a deal after initially agreeing to one. It is often seen unfavorably as it occurs after due diligence, seemingly exploiting newly discovered information.

TAM: “Total Addressable Market.” It’s a business term that represents the overall revenue opportunity available for a product or service in a specific market. To put it simply, TAM is the maximum amount of money a company could potentially make if they captured every single customer in a given market who might be interested in what they’re selling.

About Our Guest

Christa Gurka

Christa Gurka is a pioneering netrepreneur and former physical therapist who built and scaled one of South Florida’s most respected Pilates and rehabilitation businesses, ultimately selling it for a seven-figure exit. Known for blending wellness expertise with sharp digital business strategy, she has since become a sought-after mentor for female founders looking to build profitable, freedom-focused online businesses. Through her coaching, podcast, and educational programs, Christa teaches entrepreneurs how to package their expertise, grow engaged communities, and create sustainable digital revenue streams, empowering women to lead boldly and succeed on their own terms.