Deal Craft

Why this path matters

Buying a business is a craft with documents, sequence, and failure modes. This is that craft end to end — including what the seller across the table is doing, and what happens when a deal goes wrong.

What you will understand

• Verify before you commit — money, time, or reputation.
• Skip year zero — buy something that already works.
• Price is one variable. Terms are where deals are won.
• What happens when the money runs out — and who gets paid.
• The machinery behind serious deals — and the math nobody shows you.
• What the sale is worth after everything comes out of it.

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

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

Seeing It Coming · Distress & Turnarounds

• The Warning Signs Before Insolvency
• The Two Insolvency Tests
• The Thirteen-week Cash Flow
• Running Out of Runway
• Covenant Breach and What Follows
• Forbearance Agreements

When Lenders Take Notice · Distress & Turnarounds

• Waivers and Amendments
• The Lender Workout Group
• Personal Guarantees When Things Go Wrong
• Directors Duties Near Insolvency
• Out-of-court Restructuring
• Debt for Equity Swaps

The Legal Machinery · Distress & Turnarounds

• Chapter 11 Explained
• Chapter 7 Explained
• The Automatic Stay
• Debtor in Possession Financing
• The Absolute Priority Rule
• The Creditor Waterfall

Rebuilding the Business · Distress & Turnarounds

• Preference Payments and Clawbacks
• Executory Contracts and Leases
• The Turnaround Diagnostic
• Cutting Costs Without Killing the Business
• Stabilizing Cash First
• Renegotiating with Suppliers

Buying and Selling Distress · Distress & Turnarounds

• Communicating with Staff in a Crisis
• Distressed Acquisitions
• Buying Assets Out of Bankruptcy
• Loan-to-own Strategies
• When to Shut Down Instead
• Uptier Exchanges and Lender-on-lender Violence

Creditor-on-Creditor Conflict · Distress & Turnarounds

• Drop-down Financings and the Trapdoor
• Fraudulent Conveyance in a Leveraged Buyout
• Solvency Opinions and Who Relies on Them
• Substantive Consolidation
• Equitable Subordination and Recharacterisation
• The New Value Exception

Doctrine That Decides Cases · Distress & Turnarounds

• Cramdown and the Cramdown Interest Rate
• Third-party Releases After Purdue
• Chapter 15 and Cross-border Insolvency
• Schemes of Arrangement versus Chapter 11
• Make-whole Enforceability in Bankruptcy

Building the Model · Advanced Finance

• The Three-statement Model
• Making the Balance Sheet Tie
• The Debt Schedule
• The Revolver and the Circularity Problem
• Sensitivity and Scenario Tables
• Modelling Working Capital Properly

Structuring a Buyout · Advanced Finance

• The Leveraged Buyout in One Page
• Sources and Uses
• Sizing the Debt
• Covenant Headroom Modelling
• The Returns Bridge
• Management Incentive Plans

Where the Money Splits · Advanced Finance

• The Distribution Waterfall
• Preferred Return and Catch-up
• Where Carried Interest Comes From
• Fee Structures and Net Returns
• Purchase Price Allocation in a Deal
• Goodwill and What Creates It

Valuing the Hard Cases · Advanced Finance

• Earnouts as Contingent Consideration
• Discounted Cash Flow End to End
• Terminal Value and Its Assumptions
• Comparable Company Analysis
• Precedent Transaction Analysis
• The Control Premium

Deciding Under Uncertainty · Advanced Finance

• Sum-of-the-parts Valuation
• Real Options Thinking
• Monte Carlo for Business Decisions
• Decision Trees and Expected Value
• Auction Theory for Sellers
• Game Theory at the Negotiating Table

The Public Markets · Advanced Finance

• Going Public and the s-1
• Secondary Offerings and Dilution
• Tender Offers and Takeover Defence
• Recapitalizations
• The Option Pricing Method for Equity Value
• PWERM and Probability-weighted Exits

Allocating Value in a Cap Table · Advanced Finance

• The Backsolve Method in a 409A
• Convertible Bond Arbitrage
• CLO Structuring and the Equity Tranche
• Significant Risk Transfer Trades
• Total Return Swaps as Financing
• Cross-currency Basis and Funding Cost

Structured Credit and Derivatives · Advanced Finance

• Securitisation Waterfalls
• Contingent Value Rights
• Monte Carlo for Path-dependent Earnouts
• Structural Credit Models and Distance to Default
• Reduced-form Credit Models and the Hazard Rate
• The CDS-cash Basis and What It Prices

Project Finance and Stochastic Valuation · Advanced Finance

• Project Finance and the Non-recourse Ring-fence
• Debt Sculpting to a Target DSCR
• The Project Finance Model and Its Cash-flow Waterfall
• Risk-adjusted Discount Rates by Project Risk Class
• Stochastic Cash-flow Modelling with Correlated Drivers
• Certainty Equivalents versus Risk-adjusted Discounting

Deciding and Preparing · Selling a Business

• Deciding to Sell and the Alternatives
• What Buyers Actually Pay For
• Removing Owner Dependence Before a Sale
• Cleaning the Books Two Years Early
• Normalising Earnings From the Seller Side

Running the Process · Selling a Business

• Broker, Banker, or Direct
• The Teaser and the Confidential Information Memorandum
• A Limited Auction versus One Buyer
• Reading a Letter of Intent as the Seller
• Exclusivity and What It Costs You

Where the Price Leaks · Selling a Business

• Surviving Buy-side Diligence
• The Working-capital Peg and the True-up
• Escrow, Holdbacks, and Indemnity Baskets
• Representations and Warranties Insurance
• Rollover Equity and Staying in After You Sell

The Tax on the Way Out · Selling a Business

• Earn-outs From the Seller Side
• 338(h)(10) and Treating a Stock Sale as an Asset Sale
• F-reorganisations Before a Sale
• Installment Sale Treatment
• Stacking Qualified Small Business Stock

After the Signature · Selling a Business

• Non-competes and Transition Services
• Telling Your Team, Customers, and Suppliers
• When the Deal Dies and What It Cost

Suggested tools

• Business Acquisition Valuation Calculator
• Seller Financing Calculator
• Supplier Risk Scorecard

Suggested case studies

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