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Course Manual & Training Content
8-Week Program 90-min.
Wednesdays: 11 AM-12:30 PM (PT) | Noon - 1:30 PM (MT) | 1 - 2:30 PM (CT) | 2 - 3:30 PM (EST)
Executive Strategy Session & Pre-Course Work
Participants are to complete the pre-course assignments, including the
one-on-one strategy session, before the course curriculum begins:
Start date — April 23rd.
These preliminary exercises are designed to help each participant assess their
business’s financial health, operational efficiency, and long-term vision,
while identifying key strengths and areas for improvement. This
structured preparation ensures participant gains valuable insights into
their M&A readiness, allowing them to enter the boot camp fully
equipped for advanced discussions and strategic planning.
Assignments:
One-on-One Executive Strategy Session
Participants will complete preliminary
assignments to prepare for the boot camp and
meet one-on-one with a former C-suite executive
for a personalized assessment of
their M&A readiness.

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Readiness Task
1. Self-Assessment Questionnaire
Evaluate your business's current financial health culture, and operational systems.
Identify key strengths and weaknesses.
2. Company Vision & Goals Worksheet
Define your 5-year and 10-year vision.
Outline how M&A fits into your long-term business strategy.
3. M&A Readiness Checklist
Review internal operational efficiency, financial health, and leadership
structure.
Identify gaps that need to be addressed before pursuing an acquisition
or sale.
4. Review M&A Fundamentals
Provided reading materials on M&A best practices.
Introduction to valuation methodologies and deal structures.
Visioning & Readiness Assessment
April 23, 2025
Objective:
Assess personal and business readiness for M&A, define value proposition, and build an M&A strategy.
Agenda — 90 minutes course content followed by 30 min Broker Spotlight
1. Understanding the Power of M&A
Benefits of M&A for growth and expansion.
Common roadblocks and how to overcome them.
2. Assessing Readiness
Self-evaluation of business strengths and weaknesses.
Internal systems check: Financials, operations, culture.
3. Building Your M&A Team
Key roles: Financial Analyst, Change Leader, Culture Champion, Training, Identifying missing expertise
and filling gaps.
4. Defining Your Unique Value Proposition
What makes your brokerage attractive in an M&A transaction?
Identifying strategic advantages.

Exercises:
Self-Assessment & Readiness Checklist.
Identifying efficiency improvement opportunities.
Defining your “A-Team” for
M&A execution.

Prospecting & Business Valuation
March 19, 2025
April 30, 2025
Objective:
Learn how to identify and evaluate potential acquisition targets, determine valuations, and assess deal structures.
Exercises:
Target Brokerage Prospecting Exercise.
Valuation Case Study.
Structuring a Sample Deal.
Agenda — 90-minute course content followed by 30-minute Broker Spotlight
1. Finding the Right Acquisition Target
Key metrics to evaluate target brokerages.
Identifying synergy opportunities.
2. Valuation Methods
Income Approach (EBITDA multiples).
Revenue Approach (Percentage of company dollar).
Asset-Based Approach.
3. Deal Structures
Comparing price vs. terms in a deal.
Cash upfront vs. earn-outs.
Asset Purchase vs. Stock Purchase.
4. Financial Due Diligence Essentials
Reviewing financial statements and tax returns.
Assessing commission structures, expenses, and agent productivity.
Due Diligence & Evaluating the Opportunity
May 7, 2025
Objective:
Understand the due diligence process, evaluate financial and operational risks, and conduct a cultural audit.
Agenda — 90-minutes course content
30-minute Broker Spotlight
1. The Due Diligence Process
Evaluating leadership, culture, and operational fit.
Reviewing financial and legal risks.
2. Financial & Operational Audit
Identifying red flags in P&L statements and balance sheets.
Understanding liabilities, outstanding debts, and contracts.
3. Cultural & Organizational Fit
Comparing company cultures and business models.
Analyzing agent retention and compensation structures.
4. Red Flags & Deal Breakers
When to walk away from a deal.
Managing risks before closing.

Exercises:
Due Diligence Checklist Review.
Conducting a Cultural & Financial
Audit Exercise.
Roleplay: Seller Interview & Information Gathering.

BROKER SPOTLIGHT WELCOMES —
Matt Johnson, President of Worth Clark Realty
Matt is a seasoned executive with experience in technology, fintech, and real estate. He has been the CEO of Worth Clark Realty, one of America's fastest-growing agent-owned companies, since 2022. Prior to Worth Clark, Matt served as COO at Noonlight, a life-safety startup used by millions of consumers in the US and beyond.
Matt's earlier career includes leadership roles at Equifax in M&A integration, product, global technology, and marketing. He also led product innovation and digital strategy at TALX Corporation, significantly expanding revenue through the industry’s first eCommerce marketplace for employment and other risk-related financial data.
Bryan Bowles, Founder & CEO of Transactly
Bryan Bowles is the Founder & CEO of Transactly, a platform streamlining real estate transactions through automation and tech-enabled services.
A lifelong builder, he also founded Worth Clark Realty, a multi-time Inc. 500 brokerage, and Mettle Ventures, fostering innovation in real estate and technology. With a passion for collaboration and transparency, Bryan is dedicated to improving the homebuying experience by simplifying the industry's "messy middle."
March 19, 2025
May 14, 2025
Objective: Learn how to craft an offer, structure deal terms, and negotiate effectively.
Making the Offer & Structuring the Deal
Agenda — 90-minute course content followed by
30-minute Broker Spotlight
Key Components of an Offer
Letter of Intent (LOI) essentials.
Defining cash at close vs. earn-outs.
Agent retention & stop-loss clauses.
2. Negotiation Strategies
Balancing price vs. terms in M&A deals.
Handling seller price expectations and objections.
3. Legal & Financial Considerations
Structuring deals to minimize risk.
Ensuring compliance with industry regulations.
Exercises:
Drafting a Letter of Intent (LOI).
Roleplay: Buyer-Seller Negotiation.
Structuring a Sample Deal.
Transition Planning & Execution
March 19, 2025
May 21, 2025
Objective:
Develop a structured plan for integrating new agents, systems, and leadership post-acquisition.
Exercises:
Transition Plan Development.
Drafting Internal & External Communications.
Identifying Key Leadership & Cultural
Integration Steps.
Agenda — 90-minute course content followed by
30-minute Broker Spotlight
1. Developing a Transition Plan
Onboarding process for new agents and staff.
Branding and marketing integration.
2. Managing Leadership & Cultural Change
Aligning staff and agents with the new culture.
Retaining top producers and key staff.
3. Technology & Systems Integration
Migrating data and client records.
Training agents on new platforms.
4. Communication & Announcements
Internal announcement strategy.
Handling agent concerns.
Individual Study | Review
May 28, 2025
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Individual Opportunities Available

One-on-One Individual Check-in, Q&A

Attend Pre-Scheduled Office Hours for Topic Focus, Content Review, General Support

Mock Negotiation Prep & Instructor Q&A
March 19, 2025
June 4, 2025
Objective:
Prepare for the Week-8 Mock Negotiation Exercise.
Review or key concepts and strategies; address participant questions.
Exercises:
Review information provided to your role
(Buyer or Seller)
Meet with your assigned team and determine roles.
Review & Refine Individual
M&A Strategies.
Agenda — 90-minute Prep Session:
1.Overview of Mock Negotiation Process
Explanation of roles: Buyers vs. Sellers.
Key areas to negotiate: Price, terms, earn-outs, agent retention.
2. Review of Common Negotiation Scenarios
Handling seller price objections.
Adjusting offers based on due diligence findings.
3. Tactics & Strategies for Successful Negotiations
How to leverage financial and cultural insights
Managing high-stakes conversations.
4. Instructor Q&A & Final Preparation
Reviewing participant questions.
Clarifying deal structures and expectations for
Mock Negotiation.
Mock Negotiations & Instructor Q&A
March 19, 2025
June 11, 2025
Objective:
Participants engage in a live negotiation simulation to apply learning in a real-world scenario.

Exercises:
Live Negotiation Roleplay.
Post-M&A Success Planning.
Final Course Assessment
Agenda — 2 Hour Workshop:
1. Mock Negotiation Roleplay
Participants were assigned buyer and seller roles.
Negotiating price, terms, and key deal points.
Handling objections and counteroffers.
2. Debrief & Analysis
Reviewing negotiation outcomes.
Identifying strengths and areas for improvement.
3. Post-Acquisition Strategy
Addressing unexpected financial and operational challenges.
Developing a plan for long-term success.
4. Course Wrap-Up & Next Steps
Final reflections and key takeaways.
Ongoing resources and support for M&A success.
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