Non-Recurring Items in Adjusted EBITDA: The Tests
How buyers decide whether an item is non-recurring in adjusted EBITDA: four tests, examples from settlements to start-up costs, and the support they expect.
Pro Forma and Run-Rate EBITDA Adjustments
How pro forma and run-rate EBITDA adjustments work: price increases, contracts, lost customers, savings, acquisitions and closures, and the evidence buyers require.
Cash to Accrual Conversion Before a Business Sale
How to convert cash-basis books to accrual before a business sale: the entries that change, the effect on EBITDA, who does the work and the tax return tie-out.
Inventory Adjustments to EBITDA: What Buyers Restate
How inventory costing, standard cost variances, capitalized overhead, reserves, count differences and cut-off change EBITDA in a sale, and how buyers restate them.
Maintenance Capex vs Growth Capex in a Business Sale
Maintenance capex holds current earnings and growth capex adds new ones. See how buyers separate them, price deferred maintenance and read capex in a cash flow view.
How to Build an EBITDA Bridge for a Business Sale
Build an EBITDA bridge from net income to adjusted EBITDA: the lines, how to group adjustments, the support to attach and how to keep every period consistent.
How Buyers Challenge EBITDA Add-Backs, Step by Step
How buyers challenge EBITDA add-backs in the order the questions arrive, which evidence they accept and how to concede an item without losing credit or price.
LTM vs Run-Rate vs Forward EBITDA: What Buyers Price
LTM, run-rate and forward EBITDA compared: how each is built, why buyers price the trailing twelve months, and when seasonality or growth changes the answer.
How to Find Businesses to Buy: Sourcing Channels
Where buyers find acquisition targets: broker listings, advisor-led processes, direct outreach to owners, industry contacts and referrals, plus pipeline tracking.
Valuing a Business You Want to Buy: Walk-Away Price
How a buyer values an acquisition target: restate earnings, price the risks, test the return and funding limits, then set a walk-away price. With a worked example.
Financing a Business Acquisition: The Capital Stack
How buyers fund an acquisition: equity, senior debt, SBA-guaranteed loans, seller notes, mezzanine and rollover equity, with a sources and uses example.
SBA 7(a) Loan to Buy a Business: Facts and Limits
SBA 7(a) loans can finance a change of ownership. See the loan cap, guarantee levels, rate and maturity rules, the SOP 50 10 8.1 date and what sellers should expect.
Letter of Intent to Buy a Business: Buyer Terms
How a buyer drafts a letter of intent to buy a business: price assumptions, working capital, diligence, financing, exclusivity, and what binds and what waits.
M&A Advisor Fees: Retainers, Success Fees, Tails
How M&A advisor fees are built: retainers, monthly and milestone fees, success fees, expenses and tail periods, plus questions that make proposals comparable.
Questions to Ask an M&A Advisor, With Answer Guide
Questions to ask an M&A advisor before signing, grouped by topic, with what a good answer sounds like and what should worry an owner.
M&A Advisory Engagement Letter: Terms to Understand
A term-by-term guide to an M&A advisory engagement letter: scope, exclusivity, covered deals, tail, termination and indemnification, with questions for counsel.
Is a Business Too Small for an M&A Advisor?
How to judge whether a business is too small for an M&A advisor: earnings, complexity, buyers and owner time, plus alternatives such as brokers and fractional help.
Selling a Business Without a Broker or Advisor
What an owner takes on when selling without a broker or M&A advisor: the jobs involved, where going alone works, where it breaks down and how to get partial help.
Fractional Investment Banking for Business Sellers
What fractional investment banking is: senior part-time or project-based help with earnings normalization, CIMs, projections and diligence, and how to scope it.
Preparation Engagement or Full Sell-Side Mandate
Compare sell-side advisory engagement types: preparation only, modular and full mandate through closing, who each fits and how to move between them.