Unrealistic Working Capital
One of the most common—and most damaging—misconceptions in Main Street transactions is a seller’s belief that all cash in the business belongs to them at closing. First-time sellers frequently say, “I’m going to take all of the cash out of the business.” They see the cash on the balance sheet and assume it is automatically […]
Leverage Ratio Maxes
Buyers and sellers often focus primarily on valuation. Lenders, however, focus first on leverage. Understanding what banks and SBA lenders consider an acceptable leverage profile is critical to assessing whether a transaction is realistically financeable, particularly where projected growth plays a material role in the underwriting case. This article explains the leverage ranges commonly accepted […]
SBA 7(a) Loan Primer
The SBA 7(a) loan is a loan you can get to financing buying a business. It’s backed by a government guarantee, which means the bank gets paid even if you can’t make your payments. That might not sound exciting at first—but in finance, the best thing you can get is a government guarantee. It lowers borrowing costs, […]
Inside the Mind of a Seller’s Broker
When you start shopping for a business, you’ll quickly learn that you’re not just dealing with sellers. You’re dealing with seller brokers — the people who control access to those sellers, filter the buyers, and decide who even gets a look at a deal. Understanding how they think is one of the most important skills in business […]
How SBA 7(a) Loans Are Processed During a Government Shutdown
When the federal government shuts down, many business buyers panic—they worry their SBA 7(a) loan will come to a halt and their deal will die. Fortunately, that’s not how the process actually works. The SBA 7(a) loan process begins and is primarily driven by the bank, not the federal government. Once a borrower applies, the bank handles the […]
Expert Guidance on Your Letter of Intent
Every buyer wants to close a great deal. But the truth is—you win or lose the deal at the LOI stage. The Letter of Intent sets the tone, the leverage, and the economics for everything that follows. Get it wrong, and you’ll spend the rest of the transaction cleaning up avoidable messes. The LOI Is the […]
Who’s On My Buy-side Deal Team?
Buying a business isn’t a solo act — it’s a team sport. The people around you determine not only how smooth your deal goes, but whether you get what you actually think you’re buying. Let’s break down who’s who on both sides of the table. The Buyer’s Accountant — The QoE Analyst Your accountant is […]
Reps and Warranties 101 Course
What Are Representations and Warranties? When you buy a business, the seller tells you certain things about what you’re buying — things like what assets the company owns, whether it’s in compliance with laws, if the financial statements are accurate, and whether there are hidden liabilities. Those statements are called representations and warranties. A representation is a statement […]
Asset Purchase v. Stock Purchase?
Everyone hears they’re supposed to do a straight asset purchase when they buy a business.There are reasons that advice exists — but it’s only half-true. Buyers are told: “Do an asset deal so you get limited liability.” That’s the headline. But the actual rule in most states is more complicated. There’s a quiet doctrine called successor liability that can […]
The Most-Over-Looked Tax Tool
When people talk about tax-efficient deal structures, they mention §338(h)(10) elections. A few talk about §336(e). Almost nobody talks about the F-Reorganization. That’s a mistake — because for first-time buyers, the F-reorg is quietly one of the most powerful and underused tools in small-business acquisitions. It preserves S-corp status, delivers a step-up in basis, and eliminates the need for a §338 or §336 election […]