Deal Terms

Understanding deal terms is essential for any business owner considering a sale. This section covers the key elements that shape a successful transaction—valuation structure, cash at close, seller notes, earnouts, working-capital adjustments, indemnification, and other provisions that determine how and when you get paid.

My focus is on clear, straightforward terms that protect sellers, minimize surprises, and keep deals moving toward closing. These articles break down what’s standard in today’s market, what’s negotiable, and where sellers should hold firm. Whether you’re evaluating an LOI, comparing multiple offers, or preparing your company for market, you’ll find practical explanations drawn from real lower-middle-market software and services transactions.

Use these resources to learn how strong deal terms create stronger outcomes—and why clean structures with majority cash at close consistently lead to smoother diligence, faster closings, and better overall results for business owners.


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Handshake symbolizing a successful business sale and closing deal

Business Broker Fees Explained: How to Secure the Highest Price (Not Just Offers)

Are you thinking about selling your business and curious about how business broker fees work? If you’re looking to maximize your sale price rather than simply entertain offers that may never close, you’re in the right place. In this article, I’ll clarify exactly how my no-retainer, success-based model operates, why it filters out unserious buyers […]

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a fork in the road

A Tale of Two Offers: How One Software Company Doubled Its Valuation

 A successful software entrepreneur received a phone call that seemed like it might change everything. On the other end of the line was a representative from a large technology consolidator—one of those companies known for snapping up smaller firms and rolling them into its growing empire. The entrepreneur, caught by surprise, agreed to hear them

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Group discussing asset purchase agreement

Why Deal Terms Matter More Than Valuation When Selling Your Business

The Importance of Deal Terms in Business Sales As a business owner, you’ve spent years building your company, overcoming challenges, and creating a profitable operation. Now, whether you’re facing retirement, experiencing burnout, or dealing with personal matters, you’re ready to consider a sale, making it essential to evaluate the deal terms carefully. With a company

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