Selling is a process, not an event

Most owners come to a sale having never done one before. The buyer, especially a private equity group or a serial acquirer, has done many. That experience gap is one of the biggest risks a seller faces, and it shows up early, in the letter of intent, where the economics and leverage of the deal start to take shape. A vague working capital target, a loose exclusivity provision, or an overlooked contract consent can become a real economic issue later. My job is to close that gap, so you understand what you are agreeing to before you agree to it.

What I handle for sellers

Depending on where you are in the process, I help with:

• Pre-sale strategy and review of the letter of intent or term sheet, including which provisions should be binding and which should not
• Preparing for due diligence and organizing the records buyers will request
• Drafting and negotiating the definitive purchase agreement, disclosure schedules, and ancillary documents
• Negotiating purchase price mechanics, including working capital targets and post-closing adjustments
• Coordinating deal structure and tax planning with your CPA
• Closing and the post-closing transition, including any consulting or transition period

Asset sale or equity sale

One of the first structural questions is whether the buyer acquires your assets or your equity. The choice affects your taxes, your remaining liabilities, and which contracts carry over. Buyers often prefer an asset purchase for liability and tax reasons; sellers often prefer an equity sale. Where you land is negotiable, and it is worth understanding the tradeoffs before the letter of intent locks them in. I walk through this in detail in the guide chapter on asset versus equity acquisitions.

Protecting your proceeds

Two issues quietly determine how much of the headline price you actually keep. The first is working capital. Buyers expect the business to be delivered with a normal level of working capital, and the way that target is set and reconciled after closing can swing the final number, sometimes by six figures on a larger deal. The second is tax structure, including elections like Section 338(h)(10) and the purchase price allocation under Section 1060. For Pennsylvania owners, state and local tax issues should be reviewed with your CPA before the structure is locked in. I cover both in the chapters on working capital and tax considerations.

Preparation drives price

Preparation does not just affect price. It affects buyer confidence, diligence speed, and your leverage when issues arise. Clean financials, organized contracts, signed governance documents, and a clear picture of customer concentration make the business easier to diligence and harder to discount. If you are months away from a sale, the work you do now shapes the offers you receive. My practical guide on getting your business ready for sale is the place to start.

Who I work with

I represent owners of privately held businesses in the small and lower middle-markets across Western Pennsylvania and the greater Pittsburgh area. Many of my clients are first-time sellers. Several have been clients for years before the sale, and some stay on as I help them with what comes next. If you want the full picture of the process, read the Small Business M&A Guide.

If you are thinking about a sale in the next year or two, I am glad to talk through where you are and what is worth addressing now.

This page is for general information and is not legal or tax advice. Every transaction is different; consult your legal and tax advisors about your situation.