Selling a business? Learn how deal structure, asset versus equity sales, purchase price allocation, depreciation recapture, seller financing, earnouts, state taxes, debt, and transaction costs can affect what you actually keep after closing.
What happens after selling a business? Learn how seller transition, earnouts, seller financing, escrow, working capital adjustments, indemnification, taxes, customer handoffs, and post-closing obligations can affect your exit and final proceeds.
What is indemnification when selling a business? Learn how representations and warranties, disclosure schedules, indemnification claims, caps, baskets, survival periods, escrow, holdbacks, and post-closing liability can affect seller risk and proceeds.
What are reps and warranties when selling a business? Learn how representations, disclosure schedules, financial statements, contracts, taxes, employees, liabilities, indemnification, escrow, and buyer due diligence can affect purchase agreement negotiations.
How do buyers reduce risk in a business sale? Learn how due diligence, Quality of Earnings, customer concentration, contracts, working capital, acquisition financing, seller financing, earnouts, escrow, and transition planning can affect valuation and deal terms.
How do working capital adjustments affect a business sale? Learn how working capital targets, accounts receivable, inventory, accounts payable, seasonality, due diligence, and closing calculations can affect purchase price and seller proceeds.
What is Quality of Earnings in a business sale? Learn how buyers evaluate normalized EBITDA, revenue quality, customer concentration, margins, add-backs, owner compensation, cash flow, working capital, and financial sustainability during due diligence.
What is clean EBITDA when selling a business? Learn how financial consistency, normalized earnings, supportable add-backs, owner replacement costs, revenue quality, profit margins, customer concentration, cash flow, and buyer due diligence can influence valuation.
Why do buyers challenge EBITDA add-backs? Learn how recurring expenses, owner compensation, replacement management costs, future savings, weak documentation, duplicate adjustments, and buyer due diligence can reduce normalized EBITDA and affect business valuation.
What counts as a real EBITDA add-back when selling a business? Learn how buyers evaluate owner compensation, one-time expenses, replacement costs, recurring expenses, related-party adjustments, documentation, and normalized EBITDA before accepting add-backs.
