Escrow & Indemnification 2026
How escrow holdbacks and indemnification work — 5-15% holdback, 12-18 month release, R&W insurance economics. 76+ active buyers, no fees, no contract.
Definitive Purchase Agreement (SPA / APA)
The Definitive Purchase Agreement (DPA) is the binding contract that closes the deal — not the LOI. Stock Purchase Agreement (SPA) vs Asset Purchase Agreement (APA), the 12 sections that matter, and what changes between LOI and signing.
Reps & Warranties + R&W Insurance Explained
Reps & warranties are the seller’s post-close liability. The 8 categories of reps, typical survival periods, indemnification caps, escrow holdbacks — and how R&W insurance can convert seller risk into a one-time premium.
Customer Concentration Risk in M&A
One customer over 20% of revenue can cost you 1-2x EBITDA in your sale price — or kill the deal entirely. The buyer math, the de-risking strategies, and how to position concentration in diligence.
Buyer Archetypes in M&A Compared
Strategic, PE Platform, PE Add-On, Search Fund, Independent Sponsor — five buyer archetypes pay different multiples and demand different deal structures. Pick wrong and leave 1-2x EBITDA on the table.
Adjusted EBITDA Add-Backs: What Buyers Accept
Owner add-back disputes are the #1 reason LOIs re-trade. The 12 categories of legitimate add-backs, the 8 buyers reject, and the documentation that makes each defensible.
SDE vs EBITDA: Which Buyers Actually Use
SDE applies to small businesses ($0-1M); EBITDA applies above $2M. The threshold matters because the multiple math is dramatically different. What each is, when each applies, and how to read your own number.
Rollover Equity: When to Take, When to Refuse
Rollover equity lets you keep skin in the game with the new owner — and gives you a ‘second bite of the apple’ at the next sale. The 4 scenarios when it’s a great deal, and the 3 when it’s a trap.
Why PE Buyers Walk Away From Home Services Deals
About 1 in 4 signed LOIs in lower-middle-market home services M&A break before close. The seven specific reasons buyers walk away — and how to pre-empt each.