Deal Diaries

Deal Diaries - Piret Jesse

Deal Diaries returns with Piret, a veteran Estonian M&A lawyer (25+ years, co-head of corporate/M&A, real estate, employment). The episode demystifies how to buy/sell companies and where great legal work saves money, time, and headaches.
Start with strategy, not documents. Buyers must know why they’re acquiring: scale, synergies, new markets, or capabilities—and how value will actually be realized post-close. Decide early whether it’s a share deal, asset deal, or merger, and line up financing. Involve an experienced M&A lawyer as early as NDAs/LOIs and term sheets; big-law M&A specialists move faster, avoid redrafting loops, and focus negotiations on what matters.
Early documents & process.
NDA: standard, but watch out for excessive penalties and vague breach triggers.
LOI/Term sheet: mostly non-binding; confidentiality and exclusivity are binding. Set a realistic exclusivity window (often 3–6 months), extend if needed, and beware sellers running a parallel auction.
Due diligence is non-negotiable. Skipping DD to “save” cost is a false economy. Run legal, tax, and financial DD; add technical/operational/IP/IT or environmental as the business demands. DD surfaces compliance gaps, dependency risks (e.g., one supplier), hidden liabilities (including off-balance-sheet items), and deal-breakers. If comfort is still limited, protect yourself via reps & warranties, specific indemnities, retained price/escrow, or W&I insurance.
Pricing & valuation. Understand price mechanics:
Closing accounts (true-up after closing) vs. lockbox (price fixed off an earlier date with leakage protections).Use suitable valuation methods (DCF for stable cash flows, EBITDA multiples, book/liquidation value where relevant). After DD, commercial terms (often price) are re-opened; legal risks are usually solvable.
Earnouts are back—and they're where disputes cluster. Define metrics, adjustments, inclusions/exclusions, control rights, and dispute mechanisms with precision.
People & integration. Integration planning and communication are crucial. Culture fit, retention of management/key talent, supplier continuity, and coordinated announcements reduce disruption. Lawyers can play “bad cop” so founders and buyers preserve relationships for post-deal cooperation.
For sellers. Engage counsel early, run vendor due diligence, fix easy issues, and put order into contracts, corporate records, IP, HR, and compliance. Clean data rooms increase buyer confidence and price, and disclosed issues are typically excluded from seller liability.
Why deals fail. Many processes (reportedly near ~50% lately) stall late due to financing shifts, valuation gaps, macro/geopolitical risk, or uncovered risks. Early alignment, expert advisers, and disciplined process shorten cycles and improve outcomes.
Bottom line: clarity of purpose + early specialist counsel + rigorous DD + precise drafting + thoughtful integration = fewer surprises and better deals.

How Egle Raadik with her team Sold 3 Companies While Raising 3 Kids

In this episode of Deal Diaries, we feature Egle Raadik, a serial entrepreneur from Estonia who has successfully exited three companies, including a landmark Amazon FBA brand sale in 2021—the largest of its kind in Estonia . Transitioning from a background in media and digital marketing, Egle ventured into e-commerce, building multiple Amazon brands with a strategic focus on scalability and exit readiness.
Egle shares her journey from her early career in media to becoming a leading figure in the Amazon seller community. She discusses the importance of structuring businesses for potential exits, maintaining clean financials, and developing standard operating procedures. Egle also delves into the emotional aspects of selling a business and the value of having a reliable team.
Listeners will gain insights into Egle's innovative approach to entrepreneurship, including her use of a "sandbox" company for experimentation, ensuring the core business remains streamlined. She also provides a case study on preparing a traditional Estonian cheese manufacturer for sale within 12 months, emphasising product innovation and operational efficiency.
This episode offers valuable lessons for entrepreneurs aiming to build and exit businesses strategically.

2 - Flip, Scale, Exit: The Real Playbook for Online Business Buyers with Joe Burrill

In this episode of Deal Diaries, Australian-born, Sweden-based broker Joe shares his journey from buying $700 content sites to brokering six-figure online business deals. He dives deep into due diligence, asset valuations, risk, growth strategies, and what first-time buyers often get wrong. If you're curious about acquiring and scaling digital assets, this episode is a goldmine of real-world insights.
Contact us here:
Indrekhttps://www.linkedin.com/in/indrek-poldvee-sales-marketing-coach/
 
Joe
https://www.linkedin.com/in/joe-burrill/
 

1- Inside M&A: Creative Deal Structures & Real-World Tactics with Valeria Kiisk

My contact: https://www.linkedin.com/in/indrek-poldvee-sales-marketing-coach/
Valeria contact: https://www.linkedin.com/in/valeriakiisk/
 
Episode 165: How to Buy a Company (Even with No Money) – with Valeria Kiisk
Guest: Valeria Kiisk, Partner at Redgate Capital, with 15+ years in finance, corporate M&A, and advisory.
Background: Redgate Capital specialises in M&A, capital raising, real estate, and wealth management across the Baltics.
Episode Focus: Practical insights into buying and selling companies, especially in the Baltic context.
🔹 Buying a Business
Start by asking: Why do I want to buy this company? Define your personal and strategic goals.
Most deals in the Baltics are under €10M; even €100k–€1M deals are common.
You don’t need millions to buy a company – creative deal structures are often used.
Use debt financing, seller earn-outs, private investors, or shared equity with performance milestones.
Having “skin in the game” (money, time, effort) is vital for investor confidence.
🔹 Selling a Business
Many founders are too involved in day-to-day operations—this hurts valuation.
To sell successfully, create a company that works without you.
Strategic buyers often offer more value than financial buyers due to synergies.
🔹 Due Diligence & Negotiation
Always perform detailed legal, financial, and operational due diligence.
Expect 6–12 months for deal completion; build patience into your plan.
Be transparent—buyers pay more for businesses with fewer unknowns.
🔹 Final Tips
Build relationships before you need them—many deals start with a conversation.
Be bold in asking, but back it up with strategy and humility.

Deal Diaries Episode Zero

Deal Diaries is a podcast where host Indrek explores the world of buying and selling companies across Europe. With no financial background, he's diving into M&A to learn, build a team, and eventually close real deals. The show features honest, long-form conversations with entrepreneurs, advisors, and dealmakers. 
You can contact me here:https://www.linkedin.com/in/indrek-poldvee-sales-marketing-coach/