Negotiating Valuation: The Impact of Liquidation Preferences

When Kevin Wagstaff and his brother bootstrapped Spectora, a SaaS platform for home inspectors, with just $2,500 each, they never expected to one day face an $80 million acquisition offer. Spectora transformed the home inspection industry by replacing outdated paper reports with a digital platform that streamlined workflows, saved inspectors time, and enhanced the client experience.

But when an acquirer attempted to re-trade the deal at the last minute—adding a $25 million seller's note, a $10 million earn-out, and a 36-month call option—Kevin learned a hard lesson: just because an offer is on the table doesn't mean the deal is done.

The acquirer assumed Kevin and his brother would be too invested in the deal to walk away. But thanks to their advisor's guidance, they stood firm. The result? The acquirer backtracked, offering the original terms. Kevin and his brother still walked, ultimately selling a majority stake at a $90 million valuation to a better partner.