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.

Join hosts Andy Cavanaugh and Apex president Doug Hubler in this Best Of Episode for a live recording at the Entrepreneurs Alliance as they walk through real-world "Seller Blunders" that derail transactions. The episode covers common pitfalls such as running personal expenses through the business, unfiled tax returns, misreported finances, commingled revenues, and improper staff reductions.

Doug and Andy share true stories and practical warnings — from $30,000 personal cruises run through a business to plastic surgery expenses, missing payroll and sales taxes, and the risks of DIY sales processes that lack proper market exposure or legal protections. They explain how these issues affect bank financing, valuations, and deal closings.

Andy and Doug recount a two‑year sale that survived ghosted buyers, retrades, PPP/EIDL complications, state licensing hurdles in the home healthcare space, and multiple competing offers. Hear how cash buyers and private funding ultimately got to close, why membership interest transfers mattered for licensing, and how the team handled diligence, QofE challenges, and buyer qualification.

Key takeaways include the importance of strategic buyer screening, maintaining a buyer backup list, creating urgency with competing offers, and the seller’s perseverance through extended market cycles. Expect real-world M&A lessons, closing stories from Cabo, and practical advice for buyers and sellers navigating complex regulated industries.

Andy and Doug break down a recent liquor-store sale in Iowa — a deal that started as a 2022 planning conversation and ended in a fast, bumpy close. Topics include the differences between title-company and attorney-state transactions, valuation and deal allocation between business and real estate, and the critical role a broker plays when a named buyer struggles to get bank financing.

They discuss challenges with a hotel-owner buyer who preferred conventional lending over SBA, how Apex shopped lenders to bridge the goodwill gap, issues with settlement-statement errors (including Iowa tax stamps), and the decision to enforce an exclusivity deadline. The episode highlights practical lessons on seller counseling, financing options, and why getting a deal to close often takes more work than finding the buyer.

Today we discuss why involving accountants, attorneys and financial planners early matters; how tax and entity structure can dramatically affect net proceeds and business valuation; examples of misreported profits and multi-entity complications that change sale outcomes; and how deal structure (cash, seller notes, earnouts) impacts value and post-sale life.

In this episode of the Apex Business Advisors Podcast, Andy and Doug discuss the real-time impacts of a multi-week government shutdown on SBA-backed business closings. They share examples of delayed deals, explain the importance of SBA numbers and IRS tax transcripts, and contrast private funding with bank/SBA funding.

Doug and Andy lay out actionable steps for buyers and sellers: push your lender to request SBA numbers and tax transcripts, complete your closing checklist, and maintain urgency so you don’t end up at the back of the line—especially critical for seasonal businesses.