What to Know Before Selling to an ETA Buyer

June 26, 2026 |  

About this episode

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Most owners have received the email.

It usually starts with something flattering: “I love what you’ve built…” Then comes the ask: a quick call to learn more about your business.
Increasingly, those emails are coming from ETA buyers — entrepreneurs using “entrepreneurship through acquisition” as their path into business ownership. Instead of starting a company from scratch, they look to buy an existing business and run it themselves.
In this week’s episode of Built to Sell Radio, John Warrillow talks with Will Smith, host of Acquiring Minds, one of the leading podcasts covering entrepreneurship through acquisition.

In this episode, you’ll discover how to:
• Tell the difference between a funded searcher and a self-funded buyer.
• Understand why some ETA buyers use heavy debt to buy a business.
• Spot the hidden risk in a seller note.
• Decide whether a young buyer has the leadership chops to run your company.
• Protect your employees from a buyer who may not fit your culture.
• Ask better questions before signing a letter of intent.
• Judge whether a buyer can actually close.

ETA buyers can be a gift to owners of profitable niche businesses that may not attract private equity or a strategic acquirer.
But they can also be risky.

A buyer may need your financing to get the deal done. They may still need to raise money after you sign an LOI. They may look good on paper, but struggle to lead the people who helped you build the business.

That’s why this episode is worth your time.

Before you take the next call from someone who says they “love what you’ve built,” listen to this conversation.

Show Notes & Links

Connect with Will on LinkedIn
Check out Acquiring Minds

Curious what your business is worth? Book a free call with me here.

Definitions

Transformational Seller: A founder who sells not to exit but to access capital, expertise, and acquisition currency to build something bigger. Cameron Passmore is a prime example—he sold half his firm to OneDigital and used that platform to acquire five more businesses.

Roll Over Equity: When a seller reinvests a portion of their sale proceeds back into the acquiring company as equity. Cameron rolled 40% of his deal proceeds into OneDigital equity, aligning his interests with the acquirer and participating in future upside.

Vendor Financing: A seller-financed arrangement where the business owner provides financing to a buyer rather than requiring the buyer to obtain outside funding. In this episode, Cameron describes using payroll-based vendor financing to help junior employees buy equity stakes without needing a bank loan.

Letter of Intent (LOI): A non-binding document that outlines the key terms of a proposed acquisition before a formal purchase agreement is drafted. Cameron describes deliberately taking two years to reach an LOI—using the process to look for reasons to walk away.

About Our Guest

Will Smith

Will Smith is the founder and host of Acquiring Minds, one of the leading podcasts in the entrepreneurship-through-acquisition (ETA) community. Through hundreds of conversations with successful business buyers, operators, investors, and search fund entrepreneurs, he has helped thousands of aspiring entrepreneurs navigate the path to buying and growing small businesses. In addition to hosting the podcast, Will is a Founding Partner at Minds Capital, where he invests in search fund and independent sponsor acquisitions, continuing his mission to make business ownership more accessible through education, community, and capital.

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