Learn more about Deal Structure and Mechanics.
When founders think about risk in an M&A transaction, they usually think about price. Will the valuation hold? Will the buyer retrade? Will the deal close? What often gets less attention—until it’s too late—are the …
Debt is one of the least talked about—but most impactful—variables in an M&A transaction. Founders tend to focus on valuation multiples, headline price, and structure, while quietly assuming debt will “get handled” somewhere along the …
Working capital adjustments are one of the most common—and most emotionally charged—sources of friction in M&A deals. They show up late, feel technical, and often arrive at the exact moment when everyone is tired and …
Purchase Price Allocation—PPA—is one of those topics most founders don’t think about until after the deal closes. By then, it feels like an accounting exercise, handled quietly by advisors, far removed from the excitement (or …
Contingent Value Rights—CVRs—are one of those deal terms that sound more complex than they are, but behave far more consequentially than founders expect. They tend to appear late in negotiations, often wrapped in legal language …
When founders talk about selling their business, they often speak in shorthand. “I got an $18 million offer.” “They’re paying 6x.” “The buyer came in strong.” What usually gets glossed over—sometimes intentionally—is how that money …
Seller notes are one of those deal terms founders often agree to before they fully understand what they’re actually signing up for. They sound simple enough—“you finance part of the deal”—but in practice, seller notes …
Equity rollovers sit in a strange place in M&A conversations. For some founders, they feel like a vote of confidence—proof the buyer believes in the future. For others, they feel like a concession—money left on …
Few deal terms generate more anxiety—and more misunderstanding—than earnouts. For some founders, earnouts feel like a necessary evil. For others, they feel like a trap disguised as upside. And for buyers, earnouts are often viewed …
Few deal terms create more confusion—or more friction—than the choice between a stock sale and an asset sale. Founders often treat it like a technical detail that gets sorted out by lawyers late in the …