Work a Deal

Step 1

Screen It

A short screen that decides whether this deal deserves your next hour, before the CIM eats a weekend.

Step 2

Read the NDA

Which clauses in the broker's agreement are ordinary, and which are worth asking to change before you sign.

Step 3

Read the CIM

What the package claims, what it leaves out, and the questions the gaps turn into before you underwrite.

Step 4

Underwrite It

Flags, the industry's comps, coverage after your salary, and the price the business can actually carry.

Step 5

Project Five Years

Cash flow, coverage, the rate stress, and what year one looks like month by month before you commit.

Step 6

Check It Can Be Financed

Whether this business, this seller, and you clear the 7(a) rules, before diligence money is spent.

Step 7

Line Up the Lender

The lenders that write a loan this size, approached before the LOI so every desk quotes the same deal.

Step 8

Decide the LOI Terms

Price, structure, exclusivity, and the outs you keep, drafted so counsel starts from your terms.

Step 9

Build Sources & Uses

What the deal costs all-in, who funds each dollar, and the guaranty fee computed at the current tiers.

Step 10

Scope the QoE

The verification scope and the RFP that goes with it, so diligence tests the earnings you are paying for.

Step 11

Work the Diligence Checklist

The six workstreams to close, each worked from your side before a surprise becomes a retrade.

Step 12

Settle the Working-Capital Peg

The normal level of working capital that should convey with the business, before it is argued at the table.

Step 13

Fund the Close

Every dollar due on closing day, from the equity injection to the prepaids, itemized line by line.

Step 14

Paper the Seller's Transition

How long the seller stays, at what hours and what pay, agreed while you still have leverage.

Step 15

Plan the First 100 Days

Day zero of ownership: the first hundred days sequenced to protect the value you just paid for.

Step 16

Forecast the First Quarter

Which week the account runs dry, with the loan payment landing in the month it actually lands.