Capital Archives - M&A

Imagine this: You and the other side have spent months hammering out the purchase price, working capital targets, earn-out mechanics, the whole nine yards. Everybody’s in the conference room—or on a marathon Zoom call—ready to sign. Then a tax advisor clears her throat and says, “We still have to talk about the withholding tax.” The...

If you’ve ever played poker with a professional, you know the feeling: you’re pretty sure your hand is decent, but somehow the pro keeps nudging the pot in their direction with a quiet cough, a raised eyebrow, or a casual “mind if we slow‑roll that last bet?” Selling a business to a private‑equity (PE) buyer...

When you’re caught up in the excitement of growing a business or preparing for a sale, it’s easy to gloss over the real meaning behind the rows and columns on a capitalization (CAP) table. But that might be a big mistake. Think of a CAP table as a backstage pass to ownership details—one that reveals...

If you’ve spent any time in the mergers and acquisitions (M&A) world, you’ve probably heard the term “synergy” thrown around like it’s a fairy dust that magically turns shabby operations into money-making machines. And while synergy is often a valid concept—combining two organizations so the whole is greater than the sum of its parts—it can...

If you’ve ever been involved in a mergers and acquisitions (M&A) transaction—whether as a business owner looking to sell, an investor seeking the next hidden gem, or an advisor helping your client navigate the deal process—you’ve probably come across the phrase “DCF model.” You’ve maybe even frowned at the complex financial jargon, the labyrinthine spreadsheet...

If you’ve been dreaming of selling your business and riding off into the sunset with a big lump sum, you might be surprised when the buyer says, “Not so fast.” While every seller hopes for an all-cash deal at closing, buyers often use a variety of tools—like escrows or earnouts—to spread out the payout and...

Most business owners only get one chance to sell a company. Whether you’re a seasoned entrepreneur or finally ready to hang up your hat after building a thriving business, you’ll need to choose how the sale is structured—and that’s usually where your lawyer and the IRS square off like two boxers in a ring. On...

Most business owners only get one chance to sell a company. Whether you’re a seasoned entrepreneur or finally ready to hang up your hat after building a thriving business, you’ll need to choose how the sale is structured—and that’s usually where your lawyer and the IRS square off like two boxers in a ring. On...

So you think you’ve found the perfect acquisition. The stars have aligned, the financials look clean (enough), and the CEO is practically radiating charm during due diligence calls. You’ve even caught yourself daydreaming about how you’ll tell your board that you’ve just secured the deal of the decade. But before you pop the champagne and...