Customer concentration is one of the top five deal killers in lower middle market M&A. Learn how buyers measure it, the valuation impact at different concentration thresholds, and practical strategies to diversify before going to market.
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Your M&A attorney choice can make or break your deal. Learn what to look for, what it costs ($30K-$100K), when to engage counsel, and the red flags that signal the wrong fit.
SBA 7(a) loans are the most common financing tool for business acquisitions in the $500K-$5M range. Learn how they work, what qualifies, equity injection requirements, seller financing rules, and the common mistakes that stall deals in underwriting.
Representations and warranties define your post-closing legal exposure as a seller. Learn what they cover, how indemnification caps and baskets work, and when R&W insurance makes sense for your deal.
SBA 7(a) loans are the most common way to finance business acquisitions under $5M. Learn how the capital structure works, what lenders evaluate, the seller note standby requirement, and expected timelines.
Employee retention is one of the highest-risk factors in selling a business. Learn when to tell your team, how to structure retention bonuses, and how to manage the emotional dimension of an ownership transition.
Non-compete and non-solicitation agreements are standard in business sales. Learn what is negotiable, what courts enforce, and the common mistakes that cost sellers freedom and money after closing.
A Quality of Earnings report is the financial microscope through which buyers examine your business. Learn what QofE reports analyze, what they cost, and why smart sellers commission their own before going to market.
Working capital adjustments can swing your effective purchase price by $200K to $2M. Learn how the mechanism works, where disputes happen, and how to protect yourself as a seller in an M&A transaction.
Earnouts appear in 25-40% of lower middle market deals. Learn how they work, when they make sense, the risks sellers face, and how to structure an earnout that actually pays out.
Seller financing is involved in 60-80% of lower middle market deals. Learn how seller notes work, when they make sense, how to structure them properly, and the common mistakes that cost sellers money.
Confidentiality breaches kill deals and destabilize businesses. Learn how to protect information during a business sale using NDAs, blind teasers, employee communication timing, and secure data room protocols.
The Letter of Intent is the most pivotal document in a business sale. Learn what LOI terms are negotiable, which provisions should be binding, how to handle working capital adjustments, and the red flags that signal trouble.
Tax planning can save or cost you 20-40% of your sale proceeds. Learn asset vs. stock sale structures, capital gains strategies, entity type implications, installment sales, QSBS exclusions, and Tennessee’s no-income-tax advantage.
EBITDA adjustments transform tax-minimized financials into true economic earnings. Learn owner compensation normalization, one-time expenses, related party transactions, and how to build a credible adjustment schedule that buyers trust.