A business owner I work with had two offers on the table. One from a PE firm at $18M. One from an ESOP advisor who projected a fair market value sale to employees at $14.5M. The PE offer looked like the obvious winner. It was not. After federal capital gains taxes (23.8%) on the PE…
At some point during your deal process, probably around the time your attorney is negotiating the purchase agreement, someone will mention representations and warranties insurance. Maybe the buyer’s counsel proposes it. Maybe your advisor recommends it. Maybe you hear the acronym “R&W” for the first time and nod like you know what it means. Most…
Somewhere in the last third of your purchase agreement, there is a section that determines how much of your sale proceeds remain at risk after the deal closes. It is called the indemnification provision, and most sellers do not fully understand what they are agreeing to when they sign it. Here is what indemnification means…
Selling an HVAC Business in Nashville: Valuation, Buyers, and What to Expect in 2026 HVAC businesses in the Nashville metro area are among the most actively acquired service businesses in the Southeast. The combination of Nashville’s population growth, a strong housing market, and the essential nature of heating and cooling services makes HVAC companies particularly…
The $10 Trillion Transfer: Why 2025-2034 Is the Best Decade to Sell a Lower Middle Market Business The numbers are not subtle. Between 2025 and 2034, an estimated 4.5 million baby boomer-owned businesses in the United States will need to change hands. The owners are aging out. The businesses are mature. And the transfer of…
How to Buy Out a Business Partner: The Options, the Process, and the Pitfalls Partner buyouts are some of the hardest transactions to work through, and not because they are legally or financially complex, though they can be. They are hard because they involve money, ownership, and relationships, all in the same room at the…
The Five Ds: What Happens to Your Business When Death, Divorce, or Disaster Strikes Nobody builds a business planning for catastrophe. You do not spend 15 years growing a $10M company while imagining yourself in a hospital bed, or sitting across a conference table from your soon-to-be-ex-spouse, or watching a business partnership that started as…
A sell-side Quality of Earnings report typically costs $25,000-$50,000 and takes 4-6 weeks — but it routinely adds $500K-$2M+ to your final sale price by bulletproofing your EBITDA before buyers ever see the numbers. Here’s what the report covers, what it costs, and why only about half of lower middle market sellers commission one (and why those sellers get better deals).
A Nashville M&A advisor’s honest take on what it really takes to sell a lower middle market business in 2026 — valuation realities, buyer behavior, and the prep work that separates a clean exit from a painful one.