M&A attorneys vs. Litigators
M&A attorneys and litigators are two separate species. Many small business owners use the same lawyer for everything,
M&A
275 posts
Investor bringing lender
“My deal has $1.6m of EBITDA. I was looking for a conservative, non-PG senior note, of maybe $2m, which
Timing debt vs. equity
Socialize deals early with lenders, maybe even before the LOI. Gauge their appetite, get feedback to form a sources &
Getting involved on boards
"I would love to get involved as a board member." A lot of successful people love the idea
Maximizing the multiple
Growing EBITDA is the biggest driver for expanding the valuation, but you also need to build a better & more
338(h)(10) tax selection
For tax efficiency, sellers want a stock sale (capital gains tax rate, clean legal transfer) and buyers want an asset
Exit waterfall
From the headline price to the actual carry: here is the looong cascade of deductions and LP hurdles that must
Winter Olympics 2026
The Olympics were really fun, especially for us Norwegians! 18 golds, but really 19 when you include the giant slalom
Narrow independent sponsor buy box
Many believe that independent sponsors acquire whatever they can get under LOI, and that the flexibility of the model enables
Independent Sponsor, Should They Chair the Board?
Should the Independent Sponsor always be the Chair of the Board? Yes, it sounds nice, you control the narrative, and
How to Invest in SMBs (Without Buying One Yourself)
* How to build an SMB investing strategy * Ways to generate deal flow * What to look for during diligence * What life
Geographical multiple arbitrage
An interesting arbitrage: Buy a non-US company, move it to the US, and exit as a US company (higher valuations)
Seasonality of M&A
Seasonality of lower-middle market M&A (USA): Deal activity reflects people's personal calendars. Almost nobody works during
PE vs. Franchisees
Didn't PE despise franchisees? I recollect 10yrs ago that nobody wanted to touch franchisees (no autonomy, top-line royalty
CEO threatened to blow up deal
$112m exit, hugely successful deal: I was just chatting with one of the board members. As the big sale got
Inbound Dealflow = Holy Grail
Deal flow is the most important thing when you're a dealmaker. Getting inbounds is the holy grail. Generating
Send a test wire
Send a test wire. If you're wiring a significant sum for an investment or distribution, send $5.00
Always explain stock options
Stock options. Most SMB business owners or employees lack a college degree in financial instruments, so assume they know nothing
EQ is the most important trait
Soft skills are the most important for an independent sponsor, according to Kevin Wong at Lang Partners, a Dallas-based Family
"You never keep 100% of the EBITDA that you buy."
Alan and Dana bluntly state that you never keep 100% of the EBITDA that you buy. Execution always leaks value.
Family Offices + Independent Sponsors = Strong Match
James warns that when 1 LP represents 80-90% of the capital in a deal, the sponsor is no longer in
Geography is no longer an edge or hidden opportunity
A former attorney, Mike Healy founded Gardner Standard in 2010. His initial focus was on overlooked geographies, such as western
Independent sponsors are disciplined on valuation
The latest Axial Independent Sponsor Report shows strong pricing discipline, with the vast majority of deals completed below 7x EBITDA,
Good legal hygiene
If you're in a legally sensitive situation: limit written communication. That's my # 1 advice for legal
