The deal isn't over when the money lands
For most sellers there's a period — ninety days to a year, sometimes longer — where you're not running the company anymore, but you're not finished with it either.
Plain-spoken analysis of the mechanics, risks, and traps of selling a business. No abstract theory. Just what happens at the table.
For most sellers there's a period — ninety days to a year, sometimes longer — where you're not running the company anymore, but you're not finished with it either.
The email chain where you and the buyer agreed to something is not a backup copy of your deal. If a term didn't make it into the purchase agreement, it isn't part of the transaction.
The financial, legal, and transaction vocabulary you'll hear during a sale — from adjusted EBITDA and add-backs to working capital pegs and tax elections.
There is a widely cited number for what middle-market companies sell for. It is real, it is well sourced, and it describes a set of transactions that probably does not include yours.
An attorney once told me to start a year or two before I actually started selling. I nodded, filed it away, and had no idea what he meant. He was right — and he undersold it.
Every sale has two numbers: the headline price and what actually lands in your account. The distance between them is negotiable — if you see the bridge early.
The nonbinding label on the front page describes the half of the document that isn't costing you anything. The skill is knowing what must be settled before exclusivity begins.
A purchase price is usually not one thing. It's several kinds of money, and they don't carry the same weight — two offers with the identical headline number can be wildly different deals.
The moment any part of your price is the buyer's paper rather than cash, you've stopped being purely a seller. You are now an investor in the buyer's business.
Where you park the proceeds is beside the point. What actually protects the money is knowing, before it lands, what you might owe — and in what currency.
In Texas, a master electrician's license can serve one contractor — unless the master owns a majority. Majority ownership is exactly what you're selling.
An adjustment to EBITDA doesn't cost you the adjustment. It costs you the adjustment times the multiple — and it arrives while you're in exclusivity.
Buyers sort you into a category first — residential service, commercial construction, or specialty — and everything in the sale follows from where you land.
Two HVAC companies with nearly identical revenue and profit can draw completely different valuations. What produces the difference is the kind of work you do.
If your top customer accounts for 30% of revenue, you don't have a business to sell. You have a job with that customer.
Owners often negotiate the multiple for weeks while the working capital true-up quietly receives far less attention. Here's why the peg deserves equal scrutiny.
The moment you sign, your leverage shifts to the buyer. Here's how to price the risk.