
Working Capital Adjustment: The Post-Close Surprise
The Check That Arrives After Closing The wire hits the account. The purchase agreement is signed. The attorneys shake hands, the advisors send their invoices,
Transaction analysis, market data, and sell-side process intelligence for founders evaluating or preparing for a liquidity event.

The Check That Arrives After Closing The wire hits the account. The purchase agreement is signed. The attorneys shake hands, the advisors send their invoices,

Seller financing in M&A represents one of the most versatile tools in the dealmaker’s toolkit, yet it remains misunderstood by many business owners approaching a

Private equity buyers rarely write a check for 100% cash at closing. Instead, they structure deals with a blend of cash consideration, debt financing, and

Non-compete agreements serve as critical protective mechanisms in mergers and acquisitions, designed to preserve transaction value by preventing sellers from immediately re-entering the market and

Escrow mechanisms stand as one of the most critical risk allocation tools in mergers and acquisitions. When a buyer acquires a company, the transaction closes

When a business owner sells their company, the transaction rarely ends at signing. Indemnification provisions create a mechanism for buyers to recover losses stemming from

Selling a small business without a broker is both feasible and increasingly common among owners of enterprises valued under $5 million. The decision to pursue

Selecting a business broker to represent your company sale or acquisition ranks among the most consequential decisions in the transaction lifecycle. The wrong broker can

When preparing to sell a business, one of the first questions owners ask is how much they’ll pay in fees. The answer depends on who

Founders seeking growth capital face a binary choice that will shape their company’s trajectory for years: private equity or venture capital. While both deploy institutional

Annual Recurring Revenue (ARR) represents the value of recurring revenue a business expects to generate over a 12-month period, normalized from subscription contract terms. For

Seller’s Discretionary Earnings (SDE) represents the total financial benefit a single owner-operator derives from a business in a given period. Unlike EBITDA or net income,

When a mid-market software company’s CFO casually mentioned an upcoming transaction to a trusted senior developer in 2023, the owner assumed discretion was implied. Within

The decision to sell to private equity represents one of the most consequential moments in a founder’s career. While PE firms bring capital, operational expertise,

The decision to sell a business rarely arrives with perfect timing. Yet there exists an optimal window, typically spanning 18 to 36 months, when market

Home / Resources / Sell-Side Due Diligence SELL-SIDE M&A ADVISORY Sell-Side Due Diligence: How Proactive Preparation Protects Valuation and Accelerates Closing Every issue a buyer
Windsor Drake advises founder-led companies with $3M–$50M in enterprise value on sell-side transactions. Every engagement is partner-led from first meeting to close.
All inquiries are treated as confidential.
©2026 Windsor Drake