Couverture de Main Street Deals

Main Street Deals

Main Street Deals

De : SMB Law Group LLP
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Main Street Deals is a practical podcast for entrepreneurs buying, selling, and operating small businesses. Hosted by experienced M&A attorneys, the show breaks down what actually matters in real-world acquisitions—from LOIs and diligence to closing and the first 90 days of ownership. Each episode combines deal education, war stories, and conversations with buyers, operators, and industry experts to give listeners a clear-eyed view of how small business deals really work. The focus isn’t theory or hype—it’s judgment, structure, and lessons learned inside hundreds of transactions. Direction Economie Finances privées Management et direction
Épisodes
  • How to Structure a Contingent Promissory Note in SBA Acquisitions

    How to Structure a Contingent Promissory Note in SBA Acquisitions
    Jul 14 2026
    Eric Pacifici and Kevin Henderson explore one of the most powerful tools in SBA M&A: the contingent promissory note. This structure allows buyers to bridge valuation gaps when a seller's asking price exceeds what historical earnings can support through traditional financing. The conversation covers how contingent notes differ from earn-outs, why SBA regulations require purchase prices that can decrease but never increase, and how to structure these arrangements to minimize disputes. They discuss: - Why revenue metrics are more objective than EBITDA or customer retention measures - How sellers remaining post-closing can manipulate performance metrics to trigger payouts - The critical difference between debt forgiveness and contingent purchase price for tax purposes - Why dispute resolution mechanisms should involve independent accountants rather than litigation - How to establish clear measurement periods and financial accounting methodologies This episode provides essential guidance for self-funded searchers and lower middle market buyers navigating valuation disagreements while maintaining deal momentum and protecting both parties' interests. Topics: (00:00:00) - Intro (00:02:16) - Closed deals update and firm statistics (00:05:40) - Why deals die and financial diligence (00:08:30) - What is a contingent promissory note (00:09:44) - Contingent note vs traditional earn-out (00:12:30) - SBA rules and purchase price requirements (00:14:15) - Choosing metrics for contingent notes (00:21:20) - Measurement mechanisms and timeframes (00:24:11) - Seller incentives and margin protection (00:28:50) - Post-closing covenants and business operations (00:32:00) - Tax consequences of debt forgiveness (00:36:20) - Handling disputes on contingent notes SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/
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    41 min
  • SMB Law Group - Building for the Acquisition Entrepreneur

    SMB Law Group - Building for the Acquisition Entrepreneur
    Jul 7 2026
    Sam Rosati and David Brackett explore the business of building SMB Law Group, a firm designed specifically for acquisition entrepreneurs. Brackett, the firm's COO, joined roughly six months after launch when the three founding attorneys needed help scaling beyond a glorified solo practice. Today, the firm employs 28 people and has earned recognition from Financial Times and law.com for innovation in the legal market. They discuss: - How the firm's labor model and service offerings have evolved to serve deals ranging from sub-$1.5 million Main Street acquisitions to larger independent sponsor transactions - The intentional fee structures that place the firm at risk alongside clients, avoiding the $250,000 bills common at traditional firms - Why operating as a fully remote, distributed team requires stronger systems, more deliberate management, and hiring for attributes like hunger, curiosity, and diligence - The difference between a lifestyle firm and a flexible firm that still demands excellent work and client service This episode offers rare transparency into how a professional services firm navigates growth, manages remote teams, and builds around a specific client profile without traditional office infrastructure or debt obligations. ______________________________________________________ SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/
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    35 min
  • How to Reduce Risk in Closing Your Deal | The LOI

    How to Reduce Risk in Closing Your Deal | The LOI
    Jun 30 2026
    Sam Rosati and Kevin Henderson explore the legal work stream in small business acquisitions and how buyers can reduce deal risk from letter of intent through closing. The conversation addresses why so many deals fall apart after LOI despite strong financials, focusing on the specific legal provisions and negotiation tactics that either protect or jeopardize a transaction. Henderson emphasizes that friction, not just time, kills deals, and that clarity on contentious terms early in the process significantly improves closing rates. They discuss: - Why working capital, indemnification caps, and seller note terms must be addressed in the LOI, not deferred to later negotiation - How information asymmetry and broker incentives can push buyers to leave critical terms vague, creating costly problems post-LOI - The binding power of exclusivity provisions and why most reimbursement clauses are difficult to enforce in practice - Tactical approaches to document negotiation, including the value of issues lists and direct seller-buyer conversations outside of legal markups This episode on Main Street Deals offers practical guidance for searchers and small business buyers navigating the legal complexities of acquisitions without unnecessary costs or deal-breaking surprises. SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/
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    47 min
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