The first discussion is about the business and the owner's objectives.

Why is a transaction being considered?

What does the owner want after closing?

What role, if any, would the owner like during transition?

What matters beyond price?

At this stage, we are determining whether there is enough alignment to continue.

We review enough information to develop an informed view of the business before asking either side to invest heavily in a transaction.

Typical information includes:

• Historical financial statements
• Tax returns
• Current year performance
• Customer composition
• Employee structure
• Equipment
• Real estate
• Working capital
• Owner involvement
• Material contracts

We may request additional information depending upon the company.

Purchase price is only one component of a transaction.

We also evaluate working capital, inventory, equipment, real estate, debt, seller financing, transition requirements, financing capacity, and other factors affecting economics for both buyer and seller.

Our objective is to develop a structure that can survive diligence and financing rather than proposing terms that look attractive initially and fall apart later.

When both sides believe there is a basis for a transaction, we document the principal business terms in a letter of intent.

The LOI typically addresses valuation, transaction structure, financing assumptions, real estate, working capital, diligence, exclusivity, transition expectations, and anticipated timing.

Due diligence confirms the assumptions underlying the transaction.

Depending upon the company, review may include:

• Financial
• Tax
• Legal
• Operational
• Customer
• Employee
• Insurance
• Environmental
• Equipment
• Real estate
• Technology
• Compliance
• Financing

Our goal is to identify material issues early and resolve them directly.

Closing is the beginning of ownership, not the end of the process.

We work with the seller, employees, lenders, advisors, and other parties to create an orderly transfer of responsibility and preserve business continuity.

Transition arrangements vary based on the owner and operation. Some sellers exit quickly. Others remain involved for an agreed period.

Confidentiality

Direct Communication

Reasonable Diligence

Respect for Time

We expect complete information from sellers and provide the same directness in return. If something materially changes our view of a transaction, we address it rather than allowing uncertainty to linger.