M&A Advisory

When business owners think about who might buy their company, the mental model usually includes two categories: a strategic buyer (a competitor or larger company in the same industry) and a private equity firm. Those are the buyers that most M&A advisors talk about and most business owners research. There is a third category that…

Nobody starts a business thinking about how a divorce might affect it. But when divorce happens to a business owner, the business becomes the most complicated asset on the table, the most contested number in the proceeding, and often the most emotionally charged part of an already difficult process. If you are a Tennessee business…

Of all the conversations in a business sale, this is the one that keeps sellers up at night. Not the negotiation with the buyer. Not the purchase agreement. Not the working capital adjustment or the earnout structure. Those are hard, but they are mechanical. They have numbers and terms and lawyers to manage them. The…

When a buyer offers you $12M for your business, the most important question is not whether $12M is a fair price. The most important question is: where is the $12M coming from? A buyer paying $12M in cash from their balance sheet is a fundamentally different counterpart than a buyer who needs to assemble $12M…

Insurance agencies are one of the most actively acquired business types in the lower middle market, and one of the most uniquely valued. The valuation methodology for an insurance agency is different from almost every other business because the core asset is not a product, a service, or intellectual property. It is a book of…

Tennessee is not just a healthcare state. It is the healthcare state. HCA Healthcare, Community Health Systems, and Envision Healthcare are all headquartered here. The ecosystem of specialty practices, physician groups, behavioral health providers, home health agencies, and ancillary service companies that orbit around those systems represents one of the most active healthcare M&A markets…

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…