Seller Notes: The Insider’s Guide to This Powerful M&A Financing
We help founders and buyers close deals that make sense. A seller note is a strategic debt tool that lets an owner take part of the purchase price over time. This structure adds flexibility when a buyer and business owner differ on value. Used properly, this financing reduces upfront cash needs and bridges a price […]
Unlock Hidden Business Value: Curated M&A Deals for Working Capital
We cut through transaction noise. The purchase price adjustment on the closing statement is driven by how the purchase agreement defines net working capital, cash, and debt. That definition shapes final value for both buyer and seller. We help founders and buyers set a clear working capital target in the agreement. Early preparation of the […]
Sell Business Asset or Stock Sale? Understand the Cost Factors
Deciding how to structure a transaction matters. We walk you through the practical trade-offs between an asset approach and a stock route. This choice shapes the tax picture and the flow of cash to owners. We cut through jargon. We show how entity type — a C corporation or another form — changes outcomes. Our […]
Selling a Business? Our Due Diligence Expertise Guides You
We guide founders and owners through the full sale lifecycle. Our team cuts through noise and gives clear, practical steps to prepare for the buyer review. Start early. Save time. Protect value. Most review windows run 90 to 120 days, though some buyers push for 60. That timeline shapes the entire transaction. We help sellers […]
Maximize Your Valuation: Sell to Private Equity
Selling your business marks a major life event. We have sold five firms over two decades. That experience guides our view. Owners face a complex landscape when weighing a majority sale. Many companies seek clarity on how equity partners change long-term plans. We cut through the noise. This article lays out the pros and cons […]
Selling Your Business? Choose Between Stock or Asset Sale
We help founders and sponsors cut through jargon and make the core tradeoffs clear. Mike Rosendahl guides our approach to the practical tax and legal choices that shape any exit. Choosing an asset or stock structure fundamentally alters tax treatment, liability exposure, and net proceeds. That choice shapes purchase price, contract terms, and the timeline […]
Definitive Purchase Agreement: Key Elements and Provisions
Definitive Purchase Agreement: Key Elements and Provisions We guide buyers and founders through the critical terms that shape a successful transaction. This section clarifies how a definitive agreement records the sale, defines material assets, and sets obligations for both parties. Short, clear provisions reduce post-close risk. We highlight representations, warranties, indemnification, and conditions that protect […]
Section 338h10 Election Explained for Business Sellers
Section 338h10 Election Explained for Business Sellers We cut through the fluff. A 338(h)(10) recharacterizes a stock purchase as an asset purchase for federal tax purposes. That shift can change post-sale proceeds and the buyer’s basis in assets. Why this matters: When a corporation is the target, the right tax treatment can preserve value for […]
What is a No-Shop Clause and When Should You Agree to One?
What is a No-Shop Clause and When Should You Agree to One? We cut through deal noise. In mergers acquisitions, this provision stops a seller from soliciting competing offers during a set period. It gives buyers a clear window to finish due diligence without market distractions. Brian Nichols, co‑founder of Angel Squad, notes venture deals […]