Podcast Consultant Buys Rise25 // The Financing Structure incl Seller Note
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Hi readers,
Back on the east coast after a great time in LA last week. Also, the nor’easter came and went, and I’m thankful for this edit.
Now on to today’s M&A deal breakdown…
The Podcast Consultant bought Rise25 in August, its second deal of 2026 after Sundial Media in June. Terms undisclosed, which is standard for the smaller end of the market.
So I called the buyer.
Karl Hughes, owner of The Podcast Consultant, walked me through how he actually paid for the deal, which changed from his first deal a few years back. His 2023 purchase of TPC was 75% SBA loan, with a personal guarantee and his other company pledged as collateral. On Sundial and Rise25 he used no bank financing…the most recent Rise25 deal was 30% cash at close, 30% deferred a year, and 40% seller note over five years.
And he guaranteed none of it personally. A material deal term improvement as Hughes scales his M&A rollup.
The key takeaway for me is that financing in our industry is still being established at both ends of the spectrum.
Creator tech raises on standard venture terms. Creator x social marketing agencies are increasingly well understood by private equity and peer strategic buyers. But YouTube channels, social publishers, podcast shops…a lot of buyer and financier education is still needed, and underwriting structures are not yet standardized. For example, I’m seeing proposals of seller paper on deals for below $1M of EBITDA, and then up to $100M in revenue.
Below I compare Hughes’ two capital stacks side by side, how he positions a seller note to founders before diligence even starts, and who is bidding at each end of this market.
Lastly, check out our upcoming NYC holiday party.
–SELLER: Rise25–
Overview
- Done-for-you B2B podcast agency; strategy, production, distribution
- Sells podcasting as a business development channel, not an audience play
- Founded 2015 by Dr. Jeremy Weisz and John Corcoran
- Acquired by The Podcast Consultant, Aug 12, 2026
- 35+ staff globally
Company Highlights
- 60+ clients on the roster at close
- #116 on Inc’s Midwest Regionals fastest-growing list, 2023
- Brands featured or worked with incl Salesforce, Mattel, Nordstrom, OpenTable, LendingTree, Atari, Tony Robbins
- Proprietary tooling incl a “Podcast Copilot” platform and a Dream200 target-account roadmap
- Weisz has hosted Inspired Insider since 2011, after six years producing Mixergy
- Corcoran launched Smart Business Revolution in 2012, 1,500+ interviews
Founding Story
- Weisz and Corcoran started Rise25 in 2015 after using podcasts to build their own businesses…Weisz runs a chiropractic facility and a supplement biz, Corcoran is an attorney and former Clinton White House speechwriter
- Their insight was that B2B founders wanted the relationships a podcast creates, not the downloads. They positioned the show as a referral engine with guest booking targeted at people the client wants to meet
- Of note, Rise25 was exploring its own rollup strategy before it sold. Feb 2023 buy box: $200K to $1.5M gross revenue, $100K minimum EBITDA, no client over 40% of TTM revenue. Weisz said in late 2023 they wanted 1 to 2 podcast companies that year, though I found no evidence they closed any deals
Business Model & Services
- Done-for-you production…
- Full-service show management for B2B clients. Retainer basis, price not published.
- Strategic guest booking…
- Outreach aimed at prospects and referral partners. In the retainer, six-month minimum.
- Power Hour sessions…
- Standalone recorded interview sessions. $1,000 per session.
- Production add-ons…
- Cover art $350, voiceover intro/outro $450, hosting around $15/month.
Owners & Selling Shareholders
- Weisz and Corcoran held the equity as co-founders, no disclosed outside capital
- Corcoran has written that he sold his shares in this deal to go full time on his new AI venture
Financials
- Not disclosed
Select Capital Markets History
- 2015: Founded by Dr. Jeremy Weisz and John Corcoran, bootstrapped
- Feb 2023: Publishes its own acquisition criteria and starts looking at tuck-ins
- Aug 2026: Acquired by The Podcast Consultant, terms undisclosed
–BUYER: The Podcast Consultant–
Overview
- Podcast production agency for financial services, professional services, higher ed
- Building a multi-brand group of B2B media production cos
- 20+ audio engineers, editors and producers
- Owned by Karl Hughes and Manuel Weiss
- HQ in Chicago
Company Highlights
- 100M+ total downloads
- 10,000+ episodes produced since 2015
- Clients incl Colossus (Invest Like the Best), Capital Allocators, Ark Invest, Franklin Templeton, WisdomTree, CFA Institute, Columbia Business School
- Two acquisitions closed in 2026… Sundial Media in June, Rise25 in August
- Hughes has published targets of $2M to $3M revenue in 2027 and $4M to $6M in 2028, via more deals
- Hughes and Weiss say on their portfolio page they’re building toward a 2030 exit
Founding Story
- Founded 2015 by Mathew Passy, who built TPC as a specialist for finance and investing shows, which need higher-touch production and compliance review
- Current owner Hughes came from the other direction…ex-startup CTO, founded developer marketing agency Draft.dev in 2020 and grew it past $2.5M of revenue by 2022
- Hughes got the idea to buy rather than build from search fund alum at Kellogg School of Management (Northwestern). His reasoning: if a bank will lend a random MBA grad the money to buy a company, why not him
- So he hit an entrepreneurship-through-acquisition conference in Chicago, built a list of 100+ podcast agencies on Sales Navigator, and cold-DM’d them. Passy of TPC thought the first message was spam (shows why resilience matters in M&A!)
- Hughes considered 200+ agencies and spoke to 40 before landing on TPC, and closed on the acquisition in 2023
Business Model & Services
- Show production…
- Audio and video editing and finishing, remote recording, show ops for 80+ active shows. Monthly retainer, rates not published.
- Launch and strategy…
- Show design, format and launch for new corporate programs. Project fee, not published.
- Compliance-aware production…
- Extra review layers for RIAs, asset managers and wealth firms. Built into the retainer, and the reason clients in this niche don’t shop on price.
- Shared services across the group…
- Production, ops, client support, tech and admin run centrally. Internal, no external fee.
Financials
- Not disclosed. Only public figures are from the 2023 change of control, see Capital Markets History below.
Select Capital Markets History
- Oct 2022: Karl Hughes and Manuel Weiss sign an LOI for TPC acquisition
- Apr 2023: Deal closes. High six figures on roughly $750K of revenue and $250K of SDE, call it 3x SDE. Funded 10% cash / 75% SBA 7(a) / 15% seller note. Price and SDE are based on Hughes’ appearance on the Acquiring Minds podcast, treat as approximate
- Jun 2026: Acquires Sundial Media. Sundial brand retired
- Aug 2026: Acquires Rise25. Rise25 brand retained
–DEAL DETAILS–
Overview
- Announced Aug 12, 2026. Terms not disclosed
- Jeremy Weisz becomes Director of Client Success, leading sales and partnerships across the whole portfolio, not just Rise25
- John Corcoran exits to build Smart Business Revolution AI, a generative engine optimization agency
- Adam Hendricks, who came in with Sundial, runs ops for the group
- Hughes moves off day-to-day sales toward group strategy and more M&A
- Hughes met Weisz in 2025 through a friend in Entrepreneurs Organization (EO) Chicago
Deal Structure
Hughes walked me through the directional structure of both 2026 deals:
- 30% cash at close, from cash on hand rather than borrowed
- 30% deferred one year, contingent only on the seller doing the handoff work
- 40% seller note over five years, monthly payments at market rate, option to pay off early
- The note adjusts on first-year performance
- If revenue falls below a threshold, seller note payments can be paused, and if above, can be paid off early
- Legally, the company itself is the only guarantee
- No personal guarantee from Hughes, none from the other brands in the group
- Of note, Hughes’ deal terms adjust over time as he learns what sellers want… some want a job, some a partner, some just the purchase price
Strategic Rationale
Buyer (The Podcast Consultant):
- Buys a client book in a segment TPC’s brand doesn’t currently reach…founders and SMB owners rather than regulated finance
- Gets a salesperson in Weisz, who has 15 years of podcast relationships
- Adds scale under a shared back office
- Hughes: “Rise25 has built an incredible system for helping B2B businesses generate ROI”
Seller (Rise25):
- Gives one founder an exit and the other a role at the new owner
- Corcoran wanted to build an AI consulting business and needed liquidity
- Weisz keeps the part he likes, sales and relationships, without having to own the P&L
- Weisz: “The Podcast Consultant shares our commitment to making podcasting effortless”
Post-Deal Operations
- Rise25 keeps its brand and operates independently… rise25.com is still live and makes no mention of the deal
- Back office consolidates across production, ops, client support, tech, admin
–WHAT ELSE I FIND INTERESTING–
Two capital stacks, three years apart
Let’s put Hughes’ two capital stacks next to each other.
2023, buying TPC:
- 10% cash at signing
- 75% SBA 7(a) loan, 10-year term
- 15% seller note over five years
- Personal guarantees, plus a guarantee on Draft.dev, the agency he already owned
2026, buying Rise25:
- 30% cash at close, out of pocket
- 30% deferred one year, contingent on handoff
- 40% seller note over five years
- Company-only guarantee, nothing personal
Bank financing and the personal guarantee are gone from the 2026 deals.
SBA requires a full, unconditional personal guarantee from every owner holding 20% or more. Hughes’ description of 2023 was that you pledge all business and personal assets, houses included. In contrast, a seller note carries no such requirement. Sellers rarely ask for it, and buyers don’t volunteer it.
Why did the bank leave?
SBA eligibility rules tightened and the partnership no longer qualified. Hughes says this happens every few years as US presidential administrations change the program’s rules, which is worth knowing if you’re a buyer counting on that money.
Here’s why that program is important for subscale creator deals.
Banks don’t want to lend against asset-light digital services, because there’s nothing to repossess. A small podcast agency is a client list, industry expertise, a few contractors, a small production studio, and some B2B software. The only reason a $750K shop gets a loan is that the government guarantee absorbs most of the bank’s downside. If you remove it, the asset class is challenging to underwrite for a traditional lender.
Which makes the seller note here financing of last resort. The only reason it works is that the seller is the one lender who understands the collateral…since they built it themselves!
So the financing risk didn’t go away when the bank did. The seller took part of it on.
How he positions his offer to founders
Here’s how hHughes positions his offers to podcast co owners: before deep diligence, he tells the seller what the structure will look like. In specifics. If the seller doesn’t want paper they say so early, and both sides can walk away before spending time and money on deeper diligence.
Speed is part of the offer too. Hughes says it won him two of three deals i.e. no SBA clearance, no credit committee.
(NOTE: the 3 main seller criteria we see at RockWater is speed, price, and certainty. Price is often not the deciding factor, and being creative across these 3 points helps us get deals done.)
So what is a seller relying on to get paid back?
Hughes’ answer was reputation. He intends to keep buying, and a buyer who stiffs a seller stops getting deals…especially in a market this small, where he’s sourcing targets himself and the sellers all know each other, or can easily pick up the phone for a reference. He’s also a future seller, with a 2030 exit in mind.
And his practical point: working something out with a counterparty beats a bank or a courtroom. Repeat-player incentives are how most small-business M&A actually gets done, and they’re more reliable than enforcement via written contracts.
(SIDE NOTE: litigation is brutal, and I know from an incident early in my career. One of my biggest professional mistakes was not settling out of court, and instead being driven by ego to “make a point” that ended up costing me tons of time and a worse outcome. A story for another day.)
It’s worth remembering the seller’s POV going into a subscale size deal. They’re often eager, a bit isolated, carrying the business alone and wanting risk off the table. Seller’s remorse can show up in a lot of sales processes; a good advisor reminds the seller why they came to the deal table in the first place, and helps them have conviction both before and after deal close.
Who’s actually bidding, at both ends
Hughes’ POV on his competition is that he isn’t seeing many others doing what he’s doing. Not many bidders, no competitive sales processes. That means a seller at his target size gets an offer from him, or keeps operating the business.
That makes sense. Private equity and larger strategic buyers pay attention at bigger scale. And brokers skip deals this small because the fee doesn’t cover the work, or takes too much out of the seller’s pocket at close. Asset flipping marketplaces exist but don’t specialize in creator x podcasting, so they have a limited buyer pool.
On size, Hughes’ estimate is that there’s at least 100 podcast production companies with more than two employees. A small market. But the reason he likes it is churn…he puts annual revenue churn in these targets’ books at 5% to 10%, which for a services business is excellent. That translates to sticky business models, unglamorous VS larger “sexy” M&A, and at compelling price points because nobody else is actively bidding.
Hughes’ target companies also got me thinking about something else.
Remove the word podcast, and a B2B referral-engine shop looks like an SEO agency from twenty years ago. Recurring retainers, sticky clients, a small team delivering a service. Those have traded for decades. A similar business model, but in a new medium.
The top of the deal market is different.
Deals are clearing quickly for scaled digital x podcast x social marketing agencies, which have established M&A precedent; we cover these extensively on our deal blog. Creator tech trades like SaaS. Then there’s YouTube-native and personality-led media, with comps that we’ve covered in detail.
But precedent isn’t a standard.
Even on social marketing agency deals, the most well-trodden part of this market, I see a wide spread in structures that buyers propose e.g. majority cash at close with rollover equity. While others attach a seller note to a business doing tens of millions in revenue. Same category, same quality of asset, yet the structures look nothing alike. It gets less settled the further you move from the agency model toward YouTube channels and personality-led businesses.
What’s interesting for these businesses is who writes the big checks.
- Dude Perfect, $100M+ from Highmount Capital, a fund about a year old at the time (our analysis)
- Hot Ones, $83M, to a group led by Soros Fund Management, a family office (our analysis)
- Complex, $109M, to NTWRK, a live shopping operator (our analysis)
These are buyers from outside the legacy media PE playbook. The buyer pool is widening, and it’s helping to define the new market I talked about in our 2026 RockWater predictions.
Getting reps in
Hughes is under 40 and spoke about his podcast rollup experience to date like a training program. He framed it as reps…”if you want to get good at buying and selling companies, go do it ten times.” Then you learn the systems for how to do it bigger and better each time over.
I’ve watched a lot of people grow in our creator industry. IMO he’s found a real niche, he’s built a system that works, and he’s compounding credibility with both sellers and lenders every time he closes on a deal and pays off the seller note. My guess is he sells this portfolio around 2030 and then runs the same playbook at five or ten times the size, in podcasting or somewhere adjacent within the creator x social space.
This is a guy and a business to watch.
We’re RockWater. We do M&A and strategy advisory for creator economy and social / audio agencies. From buy / sell-side M&A and fundraising, to market research and go-to-market planning.
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