The Headline Number Isn’t the Deal. The Structure Is.
First-time sellers can be exposed to earnouts they don’t control, seller notes subordinated behind the buyer’s acquisition debt, indemnity clawbacks, and rollover equity that carries significant dilution risk. We work to advocate for deal terms that give the money you’re promised the best chance of becoming money you keep.
We work with founders and owners of companies with $5M–$75M in revenue considering a sale in the next 6–24 months. No commitment required.
What First-Time Sellers Miss
Where the Money Goes After the LOI
Earnout provisions
Buyers write earnouts with metrics they control — revenue targets, cost allocations, integration timelines. Without careful drafting and caps, earnout payments may not materialize.
Seller note subordination
When a seller carries a note, that paper is often subordinated behind the buyer's acquisition debt. If the business underperforms post-close, the seller note gets paid last — or not at all.
Indemnity clawbacks
Broad representations and warranties expose sellers to post-close liability. Without a capped indemnity basket and rep & warranty insurance, buyers can claw back proceeds for years.
Rollover equity dilution
Rolled equity sounds like upside. But it sits below institutional preferred equity in the capital stack — a future recapitalization can wipe it out before sellers see a dollar.
How We Pressure-Test Deal Structure
Our role extends beyond finding a buyer. We scrutinize the purchase agreement, indemnity provisions, earnout mechanics, and seller paper terms — and advocate for adjustments designed to reduce post-close risk and improve the seller’s position at every negotiation point.
Because we’re FINRA-registered through GT Securities, Inc., we have the licensing and institutional discipline to run a competitive process — which helps limit the single-buyer leverage that typically works against sellers who engage without representation.
How We Run the Process
A structured, competitive process is designed to reduce single-buyer leverage at every stage.
Qualify
AI-powered deal screening maps your data against current PE buy-boxes to assess readiness and value drivers.
Prepare
Institutional-grade CIM, financial model, and management presentation built for sophisticated capital markets.
Market
Targeted outreach to curated buyer network. Proprietary deal flow meets strategic demand.
Close
Structured negotiation, LOI management, and diligence coordination through a single close.
Questions Owners Ask Before Engaging
Start With a Confidential Conversation
Speak with a FINRA-licensed banker about your business, your timeline, and what a properly structured exit could look like. No obligation.