This case is appropriate for courses in entrepreneurship and business strategy. It raises issues about the process of dealing with private equity firms and how to know what is a market deal. It also presents the difficult issues facing the builder of a successful business when he is presented with an unsolicited offer that involves losing control of his business in a fragmented consolidating industry. The terms of the deal include the buyer bringing in a new COO and an earn-out. Does the entrepreneur exit or risk going it alone?