What is a Working Capital Adjustment?
A working capital adjustment is the mechanism in a transaction that ensures the buyer receives a business with a normal, agreed level […]
What is a Vendor Take-Back (VTB)?
A vendor take-back is a seller-financed loan where the selling owner lends a portion of the purchase price back to the buyer, […]
What is the Difference Between a Strategic Buyer and a Financial Buyer?
A strategic buyer acquires a business for what it adds to their existing operation; a financial buyer acquires it as a standalone […]
What is Sell-Side Readiness?
Sell-side readiness is the state of being genuinely prepared to run a sale process, with the financial, legal, operational, and personal dimensions […]
What are Representations and Warranties?
Representations and warranties are the seller’s formal statements in a purchase and sale agreement about the accuracy and completeness of everything material […]
What is the Difference Between the Real Number and the Tax Number?
The real number is what a business actually earns under normal operating conditions; the tax number is the lower figure reported to […]
What is Quality of Earnings Readiness?
Quality of earnings readiness is the state of being prepared for a buyer’s QoE review, with financial records, accounting policies, and EBITDA […]
What is a Quality of Earnings (QoE) Report?
A Quality of Earnings report is an independent financial analysis that examines the reliability, sustainability, and accuracy of a business’s reported earnings, […]
What is Purchase Price Allocation?
Purchase price allocation is the process of assigning the total transaction price across the specific assets and liabilities acquired, a requirement in […]
What is a Purchase and Sale Agreement (PSA)?
A purchase and sale agreement is the definitive legal contract that governs a business transaction, setting out every binding term, condition, representation, […]
What is Pre-Sale Due Diligence?
Pre-sale due diligence is the process of reviewing a business before a buyer does, to identify and resolve the issues that would […]
What is Normalized, Adjusted, or Recast EBITDA?
Normalized EBITDA is reported EBITDA adjusted to remove owner-specific costs, non-recurring items, and other distortions, producing the earnings figure that reflects what […]