Senior deal counsel when the offer is already on the table. You have an LOI or a draft purchase agreement in hand. The buyer has a team that negotiates these every week. Now you have one too.
An LOI sets the headline number. It does not settle what you take home. Between the letter and the close, every definition, adjustment, and holdback gets negotiated, and each one moves real dollars.
The definitions and economics inside a purchase agreement can swing final proceeds by 10 to 30%. Working capital pegs, indebtedness definitions, earnout structures, escrows, and indemnification terms decide the gap between the number on the letter and the number that lands in your account.
Most founders reach this stage without a banker: an inbound offer, a relationship deal, or a process they ran themselves. We built this engagement for exactly that moment, and we step in wherever the deal stands.
The negotiation does not end at the price. It moves into the definitions and mechanics of the purchase agreement. Nine provisions decide what you actually take home after the LOI.
Excess cash and equivalents should be credited back to you. Other items can be counted as cash-like, but only if the definition is negotiated.
Items that function like debt reduce equity value dollar for dollar. Deferred revenue, capital leases, and similar obligations need careful definition. Every item removed increases proceeds.
You may remain responsible for claims years after closing. The cap, basket, survival period, escrow holdback, and reps and warranties insurance set your real exposure.
A poorly negotiated peg or purchase price adjustment can cut proceeds sharply at closing. The peg is set on definitions and lookback periods, not on instinct.
Deferred, uncertain payments are worth far less than face value unless the language is specific. Broad, ambiguous contingencies reduce the odds you ever collect.
Buyer-required costs and adjustments reduce proceeds and increase dilution: transaction bonuses, legal restructuring costs, and tail policy premiums.
Equity you retain is not cash today. Relative value, structure, seniority, management fees, and the treatment of buyer transaction expenses all drive what it is worth.
Part of the price is a promise, not proceeds, until the buyer pays it back. Seniority, maturity, rate, and acceleration events decide if and when you are made whole.
Asset versus stock sale and the tax treatment of proceeds determine what shareholders keep. The accounting standards governing the deal shape every adjustment.
A buyside team negotiates purchase agreements for a living. Corporate development, deal counsel, and diligence accountants, all rehearsed and all aligned. Across the table sits a founder doing this once.
We even the table. You get senior bankers who have negotiated these same points across 100+ closed transactions, now sitting on your side. A purchase agreement is argued on several fronts at once, and we run point across all of them.
We work through the agreement point by point with your attorney, translating legal language into economic consequences and back again.
We set the peg and defend purchase price adjustments using your numbers, not the buyer’s model.
We review the structure before you sign, while it can still change what you keep after taxes.
We work with your wealth advisor and estate counsel before signing, when trusts, gifting, and QSBS planning still change the after-tax result.
30 minutes with the senior team, no commitment. Bring the LOI or the draft agreement and we will show you where the economics can still move.
Schedule a Working SessionThe deal terms that quietly move value, monthly, from Shane. No spam, no marketing, no padding. Just the writing that founders actually keep.