Call with Deepak

Frame it (before Record)

• Say"Quick frame before we start."
• Say"I have a flow and a lot of questions."
• Say"Short answers are fine."
• Say"Keep your questions for the end."
• Say"If you jump ahead, I'll park it and come back. OK?"
• Say"Deal?" → yes → Record.
• Ask"OK if we record and use it in a video?" → yes. Clap once.

Hook (right after Record, 20 seconds)

• Say"I'm here with Deepak. We started working together six days ago."
• Say"In six days we found him 89 businesses for sale. We screened 48."
• Say"We contacted 7 brokers. Signed 1 NDA. Sent 2 offers."
• Say"Today I'll walk him through which of those I'd buy, how, and which I'd walk away from."
• Say"He also has a big vision for a roll-up. We'll go through that too, and find the best way to his goal."
• ShowSheet, Hot Deals tab, 5 seconds. Back to camera.
• Say"Deepak, let's get started. How's it going?"
• AskGive us a bit of background about you. One, two minutes.

1Open

• Say"And from your profile: 28 years in IT. Built a $1M staffing firm. M&A co-chair at ITServe."
• Say"Now you want to buy, not advise."
• Ask3 years from now: how many companies? What profit? Listed, or private?

2Where you are

• AskI got your PDF about the CWW roll-up. What is it today?
• AskWho's in it with you?
• AskAny money in it yet?
• AskHow much cash can you put in?
• AskHow much can you afford to lose?
• AskReplace income, or build wealth?
• AskWhy now?
• Write"The goal is ___."

3Buy box

• AskWhy IT services?
• AskWhat size? Revenue? Profit?
• AskOne acquisition: remote OK, or near you?
• Say"For the roll-up, location doesn't matter."
• AskWhat's an instant no?
• Say"Your search: Bay Area, Sacramento, $2M–$6M. Still right?"
• Say"Your profile says: $500K profit minimum. Max price $5M."
• Say"Two of the three deals on your desk are below that bar."
• AskIs $500K the real line, or a wish?
• Write70% recurring · 90% retention · 20% margin

4Your challenges

• AskWhat do you think are your challenges?
• AskWhat have you tried?
• AskWhat happened with brokers?
• AskBiggest fear?
• AskWho told you no? What did they say?
• Say"No experience? An operator, and the seller stays a year."
• Say"No cash? 10% down. SBA, seller note, investors."
• Say"Brokers ignore you? They answer a buyer with a process."

5How you found it

• AskHow did you find your platform company?
• AskRevenue? Profit? Staff?
• AskDoes the owner stay? Why selling now?
• Say"We scan the marketplaces every day."

6Show the Sheet Open Sheet ↗

• Say"Here's what we did for you this week."
• Show89 listings scraped. tab: Scraped Deals
• ShowEvery one YES or NO, with why. tab: Reviewed
• Show48 hot deals. 7 enquiries. 1 NDA. 2 offers. tabs: Hot Deals, Calls
• AskWhich one excites you?

7The 5 numbers

• Say"I only look at five numbers."

8Deal A · Electrical Open memo ↗

• Say"You asked us: who runs it day to day? Let's solve that."
• Say"Listing says $352K profit. Tax return: two loss years."
• Say"Owner works 70 hours. He IS the business."
• Say"So the deal only works if we solve the operator. Four ways."

• Say"We help you find him. You ran a staffing firm, you know how to hire."
• Say"But after his salary, real profit is about zero. So price drops, or we walk."
• AskWhich of the four would you try first?

9Deal B · IT services Open memo ↗ LOI ↗

• Say"You saw the numbers. You signed the LOI. So: what happens next."
• Say"$600K, 90% seller note. The seller will push back on that."
• Say"Our move: hold the price, give on the note. 70% paper, 30% cash via SBA."
• Say"Deal-breaker: the lost client. If it's not back by diligence, we drop the price."

• AskIs this the platform for your roll-up, or just a deal?

10Deal C · Smog shop Open memo ↗ LOI ↗

• Say"You signed this one too. Biggest cheque. Let's be honest about it."
• Say"$934K profit, steady. $4.25M is 4.5x. The bank will test that."
• Say"$633K a year in payments. DSCR 1.47. One bad year, it's 1.0."
• Say"Two gates before money moves: a QoE, and your licence."

• AskIf the QoE says $750K, not $934K, do you still want it?

11Pick one

• AskWhich one would you buy?
• AskWhich is the platform for your roll-up?
• Say"Only the IT one is in your sector. Only the smog one meets your $500K."
• Say"Your profile wants a $400K salary. Only one of these pays that after the bank."

12His plan

• Say"Let's do the math on your plan."
• AskWhy a contract, not buying them?
• AskWhy 20%?
• AskWhy 8x? Who pays that?
• AskWho buys the group at the end?
• AskWho signs first? Why would he?
• Say"A listed business is for sale. You can't 'sign it up'. You buy it."
• Say"Your group only works with owners you find yourself."

• Say"Buyers pay for one company. Not a contract."

13Our plan Owner Q&A ↗

• Say"Let me rebuild your plan, slowly. Stop me if anything isn't clear."
• Say"Step 1. One new holding company. Empty. Yours and mine."
• Say"Step 2. Each owner sells 100% into it. Not a contract. A sale."
• Say"Step 3. They get paid in two parts: some cash, some shares."
• Say"Step 4. They pick from a menu. More shares, higher price."

• Say"Step 5. Nobody closes alone. Everyone closes the same day."
• Say"Step 6. That day, the company lists. The IPO pays the cash."
• Say"Step 7. Owners keep running their firm. 5-year contract, salary, options."
• Say"Step 8. No deposit. If it never lists, they walk, it cost them nothing."
• Say"Your 20% fee becomes equity. You own part of one real company."
• Say"Your owner list already exists. It's called ITServe. You're the M&A co-chair."
• Say"And your other business tells owners how to sell. Now you're the buyer they sell to."

• ShowOwner Q&A: "Every question an owner asks. We wrote the answers."
• AskWould your owners take shares?
• AskHow many say yes today?

14Paid for

• Say"Plan A: list it. IPO pays the cash."
• Say"Plan B: raise it privately. Hard."
• Say"Plan C: buy one first, with SBA."

• AskWho do you know with capital?

15Who runs it

• AskWho runs each company day to day?
• AskCEO or chairman: which are you?
• Say"Holdco needs a CEO and a CFO."

16Next 90 days

• AskWho are your first 3 owners?
• AskWhat do you do tomorrow?
• Say"Let's run it. We film again in 90 days."

After

• Wait for 100%. Then leave.
• Projects → check 3 tracks.
• Get Deepak's signed filming release.