Hi Reader If you've been around business acquisition circles for any period of time you've undoubtedly heard of the "F reorg." It's one of the most powerful buyer tactics but also one of the most misunderstood. After closing upward of 140 deals and helping folks plan many more, I've seen lots of angst about F reorgs: Misunderstanding what it is Bad advice about how to do it Worry about complication Concerns over deal delay Mistakes (including bad ones) when folks other than tax lawyers...
about 1 month ago • 6 min read
Hi Reader Did you know there's a number more important than "SDE" when it comes to buying a business? That number is "NWC" or Net Working Capital, and whether you don't know what the number is, or you know it but ignore it when structuring your deal, the outcome is the same: You'll run out of money. We're not just talking about running out of money figuratively, but literally. It means you might close on your deal, and technically own a multi-million dollar business, but 30 days in, when you...
2 months ago • 5 min read
Hi Reader Today I’m going to talk about something that comes up frequently in deals I review—seller or key employee dependency. It’s more common than most buyers think, and it’s one of those risks that can quietly derail your first year of ownership if you don’t catch it early. Why should you care? Because you’re not just buying financials. You’re buying continuity.And if the seller (or one key team member) is the glue holding everything together, then you're not buying a system—you’re buying...
3 months ago • 8 min read
The deal looks solid. ✔️ Strong SDE✔️ Clean books✔️ Great reputation Then one line in the CIM rewires your brain: “One customer accounts for 35% of revenue.” Discussions with the seller and your QoE indicate that the issue worsens, with a more accurate estimate of around 50%. You don’t flinch at the numbers.You flinch at the psychology. Because this isn’t just a financial question. It’s existential. 🚫 Most Buyers Walk The common advice? “Too risky. Walk away.” And sometimes, that’s right. But...
4 months ago • 3 min read
Hi Reader Buying a business isn’t just a financial transaction – it’s an emotional rollercoaster for everyone involved. As a mid-career professional seeking control and autonomy through acquisition, you might find that a deal which makes perfect sense on paper suddenly hits the brakes. Why? Sellers often develop cold feet as closing nears. The owner who once was eager to sell may start hesitating, delaying, or even second-guessing the whole thing. This happens because selling a business is...
4 months ago • 8 min read
Hi Reader Here's the dilemma: You’re making great money in a high-powered W2 job, yet you feel trapped. Every Sunday night brings a pit in your stomach. You toggle between gratitude for the paycheck and a quiet longing for autonomy. It’s the golden handcuffs dilemma: a salary, stock options, and comfort—at the cost of control, freedom, and fulfillment. On one hand, walking away seems crazy—who gives up stability and status? On the other, there’s a growing sense that staying might be costing...
5 months ago • 5 min read
PROBLEM: Great deals die when sellers flinch at financing part of their own price. You make a fair offer. You even stretch to meet the seller’s number. But the catch? That last chunk—the bridge between your budget and their ego—isn’t cash. It’s a seller note. And the moment you bring it up, everything changes. The room goes cold. Eyes narrow. The seller starts backing away. What just happened? You triggered their deepest fears. To you, a seller note is smart structure. Strategic leverage....
6 months ago • 6 min read
The deal was solid. Clean books. Bank pre-flighted. LOI signed. You even had dinner with the seller and his wife. But then… The seller stopped responding. Your diligence calls got rescheduled. Suddenly he’s “thinking about holding onto it for a few more years.” You didn’t miss a red flag in the P&L. You missed it in his head. Most deals don’t blow up because of financials. They blow up because the seller isn’t emotionally ready to let go. And no spreadsheet or SBA structure can fix that. The...
6 months ago • 3 min read
Hey Reader On June 1, the rules of the game change. Not a tweak. Not a clarification. A full tactical shift — one that will quietly kill hundreds of deals this summer, while buyers are still stuck wondering what happened. The SBA just eliminated three of the most powerful weapons serious buyers had: Seller notes to reduce your cash at close Partial acquisitions that kept sellers involved without personal guarantees Asset purchases with rollover equity that protected buyers from hidden...
6 months ago • 7 min read