
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

The Structural Ceiling in Lower Middle Market M&A Most privately-held business owners selling their first company don’t recognize the execution gap between a business broker

The decision to sell a privately-held business represents the culmination of years—often decades—of capital allocation, operational execution, and personal sacrifice. For many founders, the enterprise

By Jeff Barrington, Managing Director · Windsor Drake Figuring out what a dental practice is worth means digging into revenue, patient base, location, and equipment

By Jeff Barrington, Managing Director · Windsor Drake When a company wants to sell or attract investors, it needs something more than just a pitch

By Jeff Barrington, Managing Director · Windsor Drake Buying a business takes planning and a lot of back-and-forth between buyer and seller. A letter of

By Jeff Barrington, Managing Director · Windsor Drake When business owners decide to sell, buyers want proof that things are as they seem. Representations and

By Jeff Barrington, Managing Director · Windsor Drake EBITDA is just a way to check how much your business is really making once you ignore

When businesses gear up for mergers, acquisitions, or big investments, they need more than just basic financial statements. A quality of earnings report digs deep,

By Jeff Barrington, Managing Director · Windsor Drake Healthcare technology companies face some pretty unique challenges when they’re eyeing mergers, acquisitions, or even just a

By Jeff Barrington, Managing Director · Windsor Drake Selling a B2B software company isn’t something you just wake up and do—it takes careful planning and
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