Buying a Business

Why this path matters

Buying existing cash flow skips year zero — if you can verify what you are buying.

What you will understand

• Verify before you commit — money, time, or reputation.
• Every source of money — and what each one costs you.
• Skip year zero — buy something that already works.
• Price is one variable. Terms are where deals are won.

Modules in this path

Diligence Before You Start · Due Diligence

• Due Diligence Before Starting
• Inventory Due Diligence
• Supplier Due Diligence
• Acquisition Due Diligence
• Investor Due Diligence
• Partnership Due Diligence
• Market Due Diligence

Diligence by Domain · Due Diligence

• Customer Due Diligence
• Financial Due Diligence
• Legal Due Diligence
• Operational Due Diligence
• Reputation Due Diligence
• Competitor Due Diligence
• Founder Due Diligence

People and Paper · Due Diligence

• Intellectual Property Due Diligence
• Contract Due Diligence
• Debt Due Diligence
• Tax Due Diligence
• Hidden Liabilities
• Churn Analysis
• Revenue Verification

Fraud and Fakes · Due Diligence

• Spotting Fake Reviews
• Spotting Fake Revenue
• Supplier Fraud
• Inventory Fraud
• Marketplace Account Risk
• Key-person Risk
• Regulatory Risk

Structured Audits · Due Diligence

• The What-breaks-first Audit
• The sales-drop-30-percent Audit
• The What-is-hidden Audit
• Why Good Deals Can Be Bad Businesses
• Data Room Discipline
• Quality-of-earnings Mechanics

Self-Funding and Debt · Capital & Financing

• Bootstrapping
• Debt Financing
• Equity Financing
• Revenue-based Financing
• Asset-backed Lending
• Purchase-order Financing
• Invoice Factoring

Financing Against Assets · Capital & Financing

• Inventory Financing
• Equipment Financing
• Merchant Cash Advances
• Lines of Credit
• SBA Loans
• Seller Financing
• Earnouts

Loans, Credit, and Guarantees · Capital & Financing

• Business Credit
• Personal Guarantees
• Collateral
• Debt Service Coverage
• Interest-rate Risk
• Refinancing Risk
• Capital Stacking

Investors and Outside Money · Capital & Financing

• Friends and Family Capital
• Angel Investors
• Venture Capital
• Family Offices
• Strategic Investors
• Corporate Partnerships
• Grants

Capital Strategy · Capital & Financing

• Non-dilutive Capital
• Capital That Does not Trap You
• When not to Raise
• Fundable versus Profitable
• How the Stock Market Works
• Public versus Private Markets
• Going Public

Instruments the Pros Use · Capital & Financing

• Venture Debt
• Mezzanine Financing
• Securitization
• Letters of Credit
• Treasury and Cash Management
• Intercreditor Agreements and Subordination
• First-lien and Second-lien Structures

Credit Documents and Covenants · Capital & Financing

• Unitranche Facilities
• Payment-in-kind and Toggle Notes
• Incurrence versus Maintenance Covenants
• Baskets, Carve-outs, and Restricted Payments
• Springing Covenants and the Leverage Grid
• Make-whole Provisions and Call Protection
• The Credit Agreement Clause by Clause

When the Documents Get Tested · Capital & Financing

• Amend-and-extend
• Liability Management Exercises

Start vs Buy · Acquisitions

• Start versus Buy
• Micro-acquisitions
• Buying Websites
• Buying Newsletters
• Buying Local Services
• Buying E-commerce Stores
• Vending Routes

What People Actually Buy · Acquisitions

• Rental Business Acquisitions
• Laundromats
• Storage Businesses
• Boring Businesses
• Seller Financing in Acquisitions
• Earnouts in Acquisitions
• Asset Purchase versus Stock Purchase

Deal Structures · Acquisitions

• Hidden Liabilities in Deals
• Customer Concentration in Deals
• Employee Dependence
• Owner Dependence
• Quality of Earnings
• Add-backs
• Revenue Verification in Deals

Verifying the Numbers · Acquisitions

• Churn in Acquisitions
• Deal Sourcing
• Off-market Deals
• Brokered Deals
• Roll-up Strategies
• Operational Improvements
• Cheap Bad Business versus Expensive Good Business

After the Close · Acquisitions

• The First 100 Days
• Integrations
• Acquisition Value versus Chaos
• Letters of Intent
• Representations and Warranties
• The Purchase Agreement

Terms Beat Price · Negotiation & Deals

• Price versus Terms
• Why the Cheapest Deal Is not the Best
• Payment Terms
• net-30 net-60 net-90
• Deposits
• Milestone Payments

Payment Structures · Negotiation & Deals

• Escrow
• Retainer Agreements
• Exclusivity Clauses
• Non-competes
• Non-solicitation
• Right of First Refusal

Rights and Restrictions · Negotiation & Deals

• Right of First Offer
• Most-favored-nation Clauses
• Revenue Share Agreements
• Licensing Deals
• Distribution Agreements
• Territory Rights

Deal Instruments · Negotiation & Deals

• Joint Ventures
• Earnout Structures
• Seller Financing Terms
• Option Agreements
• Contract Renewal Leverage
• Renegotiation Triggers

Negotiation in Practice · Negotiation & Deals

• Structuring Deals Without Cash
• Negotiating Without Destroying Relationships
• Walking Away
• Business Contracts Basics

Suggested tools

• Business Acquisition Valuation Calculator
• Seller Financing Calculator
• Debt Service Calculator

Suggested case studies

• A Regional Equipment Rental Operator
• A First-Time Laundromat Acquisition