The Anatomy of a Failed Deal

This episode is part of our Inside the Mind of an Acquirer series, and it unpacks the ETA (Entrepreneurship Through Acquisition) wave now flooding the market. 

For business owners, ETA is a double-edged sword. On the upside, more buyers courting you means more choice, more urgency, and more liquidity. On the downside, many ETA buyers are first-timers who lean on heavy leverage and seller financing. If they misread your business or hit a snag they can’t handle, the part of the deal you financed can quickly become the part you never collect. 

In this episode of Built to Sell Radio, John Warrillow talks with Jed Morris, an acquirer who learned this the hard way. After buying two companies back-to-back and losing everything—including his family home—Jed rebuilt. Today, he’s a successful independent sponsor at Sunset Coast, focused on acquiring government contracting and aerospace companies. 

You’ll discover: 

• The “Confidence vs. Competence” Filter: How to tell if an ETA buyer is solid or just “playing business.” 

• Stress-Testing the Capital: How to vet a buyer’s working capital plan before you agree to a seller note. 

• Structuring for Safety: How to ensure you aren’t betting your retirement on a novice operator. 

• The Integrity Tells: Identifying the subtle “red flags” that predict a messy post-closing relationship. 

Show Notes & Links

Connect with Jed on LinkedIn

Jed’s Website

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.

About Our Guest

Jed MOrris

Jed Morris is a disciplined business buyer and operator focused on acquiring and scaling small to mid-sized companies with strong fundamentals and untapped growth potential. With a sharp eye for recurring revenue, operational efficiency, and durable competitive advantages, Jed partners with founders who care deeply about their legacy and team. His approach combines thoughtful due diligence with practical execution — strengthening cash flow, refining processes, and building leadership bench strength to create long-term enterprise value. Known for being steady, transparent, and relationship-driven, Jed prioritizes win-win transactions that reward sellers while positioning the business for its next stage of growth.