Andy and Doug walk listeners through a real-world 30+ page Letter of Intent, explaining the sell-side advisor’s role and the practical steps sellers should take when an LOI arrives. They discuss how to spot deal structure and financing terms, what to expect in due diligence, and when to involve attorneys.

Topics covered include purchase price and structure, seller financing and preferred equity, earnouts, working capital adjustments, retrade risks, timelines for diligence and closing, access to employees, confidentiality and non-solicitation provisions, and the interplay between employment agreements and non-competes.

Andy and Doug discuss a recent near‑$50M retail deal that failed to close, exploring how high revenue masked critical issues like bloated overhead, supplier pricing ties to brick‑and‑mortar operations, and unclear divisional accounting.

The episode covers the market’s reaction to the deal, buyer interest in an e‑commerce carve‑out, requirements from lenders (including QOE reviews), common buyer types (from underfunded dreamers to experienced turnaround investors), and why ‘‘no EBITDA, no loan’’ remains a hard reality.

Key takeaways: the importance of clean financials and realistic working capital, risks of seller financing and earn‑outs, how the market’s brutal honesty guides strategy, and practical lessons for buyers and sellers navigating challenging transactions. For more resources visit kcapex.com.

Andy and Doug recap their takeaways from the M&A Source Fall Conference in Phoenix, comparing IBBA vs. M&A Source formats, deal rooms, and buyer mandates.

They highlight practical lessons for sellers and advisors: the enduring importance of EBITDA, the need for operational/sales/finance leadership beyond the owner, the rise of sell‑side Quality of Earnings/Valuation work to reduce retrades and speed closings, and the growing practice of culture testing for post‑acquisition integration. The episode also covers market timing—private equity is expected to deploy capital more aggressively in Q4 2025–Q1 2026.