Ep 561 The $40M Earnout That Never Got Paid, and the One That Did - Rob Walling and Garren Hilow

Ep 561 The $40M Earnout That Never Got Paid, and the One That Did - Rob Walling and Garren Hilow

Author: John Warrillow August 28, 2026 Duration: 1:01:00

Garren Hilow bootstrapped Abveris, an antibody discovery business doing $12 million in revenue, and sold it in 2021 for $150 million up front with another $40 million available in an earnout. His team came within one percent of the revenue target. The acquirer said they had missed it, refused to share the accounting behind that conclusion, and dared him to sue. 

Rob Walling sold Drip with 40 percent of his purchase price tied to an earnout and collected all but a fraction of it. 

In this episode of Built to Sell Radio, John Warrillow puts the two founders side by side to work out what actually separated the two outcomes, and you discover how to negotiate an earnout you have a chance of collecting. 

You'll learn: 

  • Why a revenue-based earnout hands the acquirer the calculator, including the right to change how your revenue is recognized partway through the year 

  • Walling's ranking of earnout milestones from worst to best, and the one type he tells founders to refuse outright 

  • Why taking more cash at close makes an acquirer less likely to fight you over the back end 

  • What a private equity buyer admitted over dinner about how often his firm plans to replace the founder 

  • The reporting clause Hilow left out of his agreement, and what its absence cost him 

  • How old Slack messages and a verbal instruction to work from home became grounds for a termination with cause 

  • Why an acquirer who intends to fold your company into theirs should not be offering an earnout at all 


For any entrepreneur, the idea of selling the company they've built is both a daunting prospect and a potential pinnacle of success. Built to Sell Radio, hosted by John Warrillow, steps into that complex space with a clear, practical focus. This isn't about abstract theory; it's a weekly conversation grounded in real experience. Every episode features a different founder who has recently navigated the sale of their business. The discussion goes straight to the heart of the matter: understanding the personal and strategic reasons behind the decision to sell. Listeners get an honest breakdown of what worked, from preparation and valuation to negotiation, and perhaps more importantly, the unforeseen pitfalls and mistakes made along the way. It’s that candid post-mortem, the lessons learned in the trenches of a transaction, that provides unparalleled value. By compiling these firsthand accounts, the podcast builds a comprehensive library of exit strategies and cautionary tales. Tuning in feels like gaining access to a private mastermind, where seasoned entrepreneurs share the unvarnished truth about cashing in their life's work. If you're contemplating your own eventual exit, this series offers the nuanced, peer-to-peer insights you need to think like a buyer, protect your interests, and ultimately, build a business that is truly desirable. Built to Sell Radio serves as an essential guide, transforming the opaque process of selling a business into a clearer, more manageable journey.
Author: Language: English Episodes: 50

Built to Sell Radio
Podcast Episodes
Ep 553 Why 17.5% of Owners Are Burnt Out and Want to Sell [not-audio_url] [/not-audio_url]

Duration: 41:39
More owners than ever say they are simply tired. A look at 10,255 PREScore™ assessments over six years found that 17.5% pointed to burnout, not retirement, as the number one reason they want out. So the question went to…
Ep 550 The One Phrase That Can Ruin a $10 Million Business Sale [not-audio_url] [/not-audio_url]

Duration: 26:34
"When I sell the company, then I'll be happy." Psychotherapist Jo Swann says that one phrase is the most reliable predictor of a miserable exit. She would know. She made her money in the 90s, retired to an oceanfront apa…
Ep 548 The Threat and Curse of AI [not-audio_url] [/not-audio_url]

Duration: 42:05
A lot of owners are losing sleep over AI right now. They watch search traffic erode, they see competitors automating, and they wonder if the business they spent twenty years building is quietly becoming obsolete. Jaryd K…
Ep 547 How to Get Your Partners to Buy You Out [not-audio_url] [/not-audio_url]

Duration: 47:05
When Sean Kernan wanted out of the financial advisor support business he co-founded in Dallas, he didn't shop it to outside acquirers, and he didn't wait for his five partners to make him an offer. He engineered the buyo…
Ep 546 $14M Raised, A Car-Changing Exit [not-audio_url] [/not-audio_url]

Duration: 47:47
There's an old idea in M&A called the Rembrandt in the attic. A company owns something valuable — a brand, a patent, a customer list, a data set — and nobody inside the business sees it for what it is. The right acquirer…
Ep 544 Why He Regrets Selling for 3.5X EBITDA [not-audio_url] [/not-audio_url]

Duration: 48:56
Boris Berenberg bootstrapped Atlas Authority, an Atlassian partner that resold Jira and Confluence to mid-market companies and built apps on top of the platform, to high seven figures in revenue with 18% net margins, the…