Most owners fixate on price. But in my experience, two quieter things decide how a deal actually turns out: how it is structured, and how it is financed. You usually do not feel the weight of either until you are deep in the process.

I was invited to sit down with Dave Miller at Enterprise Bank for a video conversation on how small business deals come together here in Western Pennsylvania. Dave sees these transactions from the lending side every day, and I see them from the legal side. Putting both perspectives in one room is about as close as you can get to a behind-the-scenes look at how a deal really moves from handshake to closing.

This conversation is Episode 56 of Inside the Vault, the Enterprise Bank series. The episode also lives on the Enterprise Bank site.

What we get into

• Asset sale or equity sale, and why that one choice drives taxes, liability, and diligence
• Where the letter of intent fits, and why exclusivity matters more than owners expect
• How SBA financing, seller notes, and earnouts actually stack together in a real deal
• What lenders and lawyers each look for in due diligence, and the red flags that give them pause
• The people side: retaining key staff and handling employees through a sale
• Working capital and deferred revenue, the quiet items that can change the real purchase price

All of which you can read about in my Small Business M&A Guide.

A few things worth remembering

Structure is strategy, not paperwork. How you buy can matter as much as what you pay. Get your legal and financing teams aligned early, ideally before the letter of intent, because that is where the leverage is. And the deals that close smoothly are almost always the ones where the seller prepared well in advance.

If you are thinking about buying or selling a business in the next year or two, this conversation is a good place to start. When you are ready to talk specifics, reach out and we can find a time.

This content is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for advice tailored to your situation.