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NWC 101: What It Is, Why It Matters, and How to Negotiate It

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...

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...

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...

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...

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...

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....

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...

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...

Hi Reader I hear this from searchers all the time: You think you've found your way out of the corporate grind. You send the LOI—and it vanishes into the void. No reply. No follow-up. Just silence. And while you’re refreshing your inbox, hoping for a signal, savvier buyers are closing deals that could’ve been yours. Welcome to the harsh reality of SMB acquisitions: 80% of LOIs never even get a second glance. Every one that fizzles is more than a missed deal. It’s time you’ll never get...

Hi Reader Welcome to the first issue of Buyers Black Book. A rebrand of Freedom Through Acquisition. Today we'll be diving deep into a familiar problem that lots of buyers tell me they struggle with. Tell me if you can identify. The Painful Reality You’ve spent months, maybe years, building your deal sourcing machine. You’ve got a stellar team, a war chest of capital, and a finely-tuned investment thesis. You’re ready to make waves in the world of M&A. There’s just one problem: brokers aren’t...