# 148: Brian Will: Don't Sell to Private Equity Without This

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Text version: https://stenobird.com/podcast/the-dwayne-kerrigan-podcast-6619974/148-brian-will-don-t-sell-to-private-equity-without-this.md
Podcast: [The Dwayne Kerrigan Podcast](https://stenobird.com/podcast/the-dwayne-kerrigan-podcast-6619974)
Published: 2026-07-15T10:00:00+00:00
Episode link: https://www.dwaynekerrigan.com
Audio file: https://pdcn.co/e/episodes.captivate.fm/episode/fc4767a5-c5e9-4be4-8e80-66ef160ebac2.mp3
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Duration seconds: 3860

## Resource

Most business owners think getting a call from private equity is the finish line. Brian Will says that's exactly when you're most at risk. In Part 2, Brian delivers the frameworks that took him three exits and decades of hard lessons to build — from the five keys to success (which are also the five keys to failure) to what private equity firms will do to your earn-out if you're not paying attention. In this episode: The five keys to success — and why every single one is also a key to failure Why your business is not your product — it's the business inside the business: marketing, data, systems, and the ability to put any product through a machine that finds customers and converts them The private equity playbook most sellers never see coming: how an $80 million deal became $60 million, why earn-out structures based on EBITDA are almost always a trap, and why you must never let a PE firm take over your accounting Brian's AI workflow — three screens, three AI models (Gemini, ChatGPT, and Claude, which he calls Jake, Elwood, and Jeff), and the one prompt he uses to make sure they challenge him Why you should stop chasing advice from billionaires — and find someone exactly ten steps ahead of you, fresh out of the game, who's made mistakes at your level recently enough to still remember what they felt like Living Forever AI: Brian's current startup building interactive AI twins for personal legacy, professional use, and homeschooling — and why he's bootstrapping it while competitors have raised $20 million. Episode Highlights: 00:00 - Escape the Commodity Trap 00:30 - Podcast Intro and Setup 01:30 - Five Keys to Success 01:50 - Key One Strong: Why 02:25 - Keys Two and Three 04:38 - Key Four: Check Ego 05:25 - Key Five: Master P&L 07:33 - KPIs and Pattern Forecasting 09:…

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