Perspectives on Main Street M&A
Articles on valuation, deal structure, due diligence, financing and exit planning for acquirers and owners of Main Street and lower middle market companies.
How Long It Really Takes to Sell a Business
Most Main Street sales take six to twelve months from engagement to closing. Here is where the time goes and what an owner can do to shorten it.
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SDE vs. EBITDA: Which Earnings Number Buyers Actually Use
Seller's discretionary earnings and EBITDA measure different things. Which one applies to your business depends on its size and on who is likely to buy it.
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Add-Backs: What Buyers Accept and What They Reject
Add-backs raise the earnings a buyer pays for, but only when they are documented and defensible. Here is how buyers and lenders sort the legitimate from the aggressive.
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Cleaning Up Your Financials Before Going to Market
Buyers and lenders rely on tax returns and financial statements that agree with each other. A practical plan for getting the books sale-ready over 12 to 24 months.
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Customer Concentration and What It Does to Price and Terms
When one customer accounts for a large share of revenue, buyers change the terms before they change the price. How concentration is measured, how deals adjust, and what owners can do.
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Keeping a Sale Confidential
A leak during a sale can cost employees, customers and price. How a controlled process protects confidentiality, and when and how to tell the people who need to know.
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Reading a Letter of Intent
The letter of intent is mostly non-binding, yet it sets the terms a seller will live with. The provisions that matter and the points to settle before signing.
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Asset Sale vs. Stock Sale
Most small business sales are structured as asset sales. Why buyers prefer them, when a stock sale makes sense, and how the choice affects taxes, liabilities and price.
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Seller Financing: Why Most Main Street Deals Include a Seller Note
A seller note is part of most small business sales. How notes are structured, how SBA rules treat them after October 2026, and how sellers protect themselves.
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Earnouts: When They Bridge a Gap and When They Create a Dispute
An earnout ties part of the price to future results. When one makes sense, how to draft it so it gets paid, and why SBA-financed deals cannot use one.
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Working Capital: The Most Misunderstood Number in a Sale
Whether receivables, inventory and payables transfer with the business can move a sale price by six figures. How working capital is handled in small and mid-sized deals.
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Selling the Business When You Also Own the Building
Owners who hold the business and its building have three choices at sale: sell both, sell the business and lease the property, or sell them separately. How each affects value.
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Why Deals Fall Apart Between LOI and Closing
A signed letter of intent is not a sale. The seven most common reasons transactions fail before closing, and what sellers and buyers can do to prevent each.
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Selling to a Key Employee or Management Team
An internal sale offers continuity and confidentiality, but the buyer usually lacks capital. How management buyouts are financed and what makes them succeed.
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Life After Closing: Transition, Non-Competes and the Seller's Role
A sale does not end at closing. What sellers should expect from the transition period, the non-compete, escrows and indemnification, and the adjustment to no longer being the owner.
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SBA 7(a) Acquisition Financing: How It Works After October 2026
The SBA 7(a) loan remains the primary way to finance a Main Street acquisition. What the October 2026 rules require for equity, cash flow, valuation and seller notes.
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How to Evaluate a Main Street Business Before Making an Offer
A disciplined first review saves buyers months. The questions to answer about earnings, customers, people and debt capacity before submitting a letter of intent.
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Quality of Earnings on Small Deals
A quality of earnings review tests whether reported profit is real and repeatable. When SBA rules require one, when a smaller deal still warrants it, and what it covers.
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Buying a Distressed Business
A struggling business can be bought at a low price, but the price is rarely the hard part. How to tell fixable from structural problems, limit inherited liabilities and finance a turnaround.
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The First 100 Days After an Acquisition
What a new owner does in the first three months determines whether employees and customers stay. A practical sequence for day one, the first month and the first quarter.
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Exit Planning: Why It Matters and What a Plan Should Address
What a sound exit plan addresses, and why the work should begin well before a sale is needed.
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Valuing Your Business for Sale
The factors that drive value, from normalized earnings and market evidence to assets, working capital and risk.
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Top Reasons Owners Decide to Sell
Four of the most common reasons owners decide to sell, and what each implies for planning.
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What Due Diligence Is and Why It Matters
What buyers examine in diligence, and how sellers can prepare so that it does not erode value or terms.
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Know Your Buyers: Three Common Misconceptions
Who acquires Main Street and lower middle market companies, and three misconceptions that can complicate a sale.
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Making Your Business Owner Independent
A business that depends on its owner is worth less to a buyer. How to reduce that dependence before a sale.
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