My thoughts and experiences on small business Mergers & Acquisitions.

People are sometimes surprised when I tell them what I'm after. I've spent my whole career inside big, successful companies, so why walk away to buy one small business and run it myself? The honest answer has nothing to do with money.

My first real job was selling Cutco knives in high school, one kitchen table at a time. It taught me that everything good starts with earning someone's trust. That lesson carried me to BMW in Munich, then to Anheuser-Busch here in St. Louis, where I became the youngest Senior Commercial Director in the brewery's number-one market. Today I'm a Principal Sales Executive at Medtronic.

I tell you that so you know I understand how to work, and how to grow a business by taking care of the people in it. But the companies I've been part of all share one blind spot. They care a great deal about money and not nearly enough about people. I've watched good folks get treated like line items more times than I can count, and it never sat right with me.

So here's my real why. Olivia and I are doing this for our two boys, and out of principle. We want to raise them in a world where small businesses thrive because they do business the right way.

We're not doing this for the financial return. We're doing it because good businesses deserve to stay good.

And here's how I measure success. Whether it's one year, five years, or twenty years from now, you and I both look back on the decision to connect and couldn't be happier we did. Maybe that means I become your successor. Maybe it just means I helped you in some other way. Either one is a win in my book.

Before you talk to a single buyer, it's worth getting honest with yourself about one question. Do you want to sell to someone who shares your values and will run the business the way you did? Or are you trying to squeeze out the largest possible check?

There's usually an inverse relationship between the two, and that's the part nobody tells you.

Most owners I meet place a tremendous amount of value on their team. They want their people in good hands after they step away, and that matters to them more than the last dollar. If that's you, the buyer pool looks very different than it does for someone whose only goal is to maximize the exit.

If you truly don't care what happens to the business after you go, financial buyers are the way to go. They may run it into the ground. They may replace as many of your employees with AI as they can. But there's no shortage of investment banks and brokers who will happily help you chase the biggest number.

The hard part isn't finding someone to sell your business. It's finding someone who actually has your best interest in mind.

Some advisors are far better than others, and the ones who genuinely put you first are rare. I have a clear line of sight into who's who around here, and I'm glad to share my honest perspective whether or not we ever do business together.

If you decide to bring your business to market, understand one thing going in. The person selling it for you doesn't always want the same thing you do.

A banker or broker's job is to sell your business as fast as they can for the highest price. In theory that sounds great. In practice it can come at a cost you're not comfortable with. If you'd rather keep the business independent and see your team stick around, your advisor has a financial incentive that quietly points you toward the buyer where that's least likely to happen.

There is nothing wrong with maximizing your exit. But top dollar usually comes from the buyers you'd least want walking your floor. These are the funds and large corporations willing to overpay precisely because they plan to transform the business, often for the worse. That transformation tends to show up as a headcount reduction.

There's a real financial incentive to sell your business in a way that benefits them, even when it doesn't benefit you.

And they charge 10 to 15% of the deal to do it, even when the structure isn't in your favor. So go in clear-eyed. The good news is that there are advisors who do this the right way and put their clients' wishes ahead of everything else. Even if I'm not the one who buys your business, I'm happy to point you toward the people I trust.

This is one of the most-searched questions an owner ever asks, and the honest answer used to be "it depends." These days there are tools you can pay for that show real transaction comps, so you can see what businesses like yours actually sold for.

But here's the short version. With very few exceptions, most small businesses trade for somewhere between three and five times EBITDA, and it's very rarely all cash at close.

So what is EBITDA? In plain terms, it's your net income, plus what you pay yourself, minus what it would cost to hire someone to replace you. It's a multiple of cash flow, and that multiple already includes the assets that produce the cash flow.

That last part trips a lot of owners up, so let me give you an example. Say you run a towing business with $2M in equipment that earns $500K in cash flow a year. That business is probably worth around $2M based on the cash flow. It is not $2M for the cash flow plus another $2M for the trucks. The equipment is what generates the cash flow, so it's already baked into the number.

Two businesses with identical profit can be worth very different amounts. The difference is risk.

One honest caveat. I'm a buyer, not a licensed appraiser or financial advisor, and this is general information, not a valuation of your specific business. A real number takes a proper look at your financials. But knowing the basics means you'll never walk into a conversation in the dark.

When a financial buyer hands you an offer, the headline number and what you'd actually walk away with can be two very different things.

These buyers get creative with structure. Say your business is worth $5M. They can put together an offer that looks like $7M on paper, when in reality they're only buying 60% of the company. The big number grabs your attention. The fine print is where the real deal lives.

A capital stack can be built from all sorts of pieces: a little cash, some debt your business takes on, an earnout, rolled equity, a seller note. Stacked the right way, a buyer can take controlling interest in your company without putting up nearly as much of their own money as the headline suggests.

The first number they say out loud is the one designed to get your attention. It's rarely the one you take home.

None of this is illegal, and a well-structured deal can still be a good one. But you need to understand what each piece actually means before you fall in love with a number. I'm always happy to help you read between the lines.

Since a deal is rarely all cash at close, the structure matters as much as the price. The good news is that the right structure can work in your favor.

There can be a real tax benefit to certain structures. And if you carry a seller note, meaning you finance part of the sale yourself, you usually end up with more total consideration than an all-cash deal would have given you.

Now the cautions. If you want to step away and enjoy retirement, understand that most financial buyers never plan to set foot in your operation. That's exactly why they'll sometimes float offers that look too good to be true. Usually they are. An earnout can be written so the odds of it ever paying out are slim. Rolled equity often comes with cheerful promises about a future exit that may never come.

If money people are buying your business, their goal is to make money, not to share it with you.

You don't need to memorize the mechanics. You just need to ask what every piece of an offer really means, and who's most likely to come out ahead. I'm glad to walk through any offer with you.

In almost every conversation I have with an owner, this is the first real question. Not the price, not the terms. What happens to my people? If that's where your mind goes first, you've already told me a lot about the business you built.

For most owners, the team isn't a line on a payroll report. It's the guy who's run the same route for twenty years. It's the woman at the front desk who remembers every customer's kids by name. Those people are the business, and the thought of handing them to someone who sees them as a cost to cut is what keeps a lot of good owners from ever picking up the phone.

So let me tell you plainly how I think about it. I intend to keep your team. Not as a talking point, but because the knowledge that makes everything work lives in their heads and their hands. Walking in and gutting that would be like buying a house and tearing out the foundation. It makes no sense, and it isn't who my family is.

I'm not buying a business to run it from a spreadsheet. I'm buying it to run it, in person, every day.

When the time is right, the most valuable thing you can give me isn't a clean spreadsheet. It's a proper introduction to your people and the time to earn their trust the way you earned it. You spent years building a place where people are treated like family. My only job, if you ever trust me with it, is to not break that.

If you ever put your business on the market, you'll hear from a few different kinds of buyers. They can look similar at first, so it helps to know who's who.

Private equity funds raise money from investors and buy businesses to generate a return, usually selling again within three to five years. Corporate or strategic buyers are larger companies in your industry buying you to fold into their own operation. Independent sponsors are deal-makers who agree to buy first and line up the money afterward, bringing in investors to fund it. And individual owner-operators are people planning to buy one business and run it themselves.

Here's the thread that ties almost all of them together. With very few exceptions, every one of those buyers is a financial buyer. Their primary objective is a return on an investment. That isn't an insult, it's just the model they operate in.

Almost every buyer you'll meet is buying a return. We're buying a business to run.

Our purpose is different. We're a single family looking to buy one business, keep the team, and run it for the long haul. There's no clock, and no next buyer we're secretly dressing it up for. That one difference changes every decision that comes after.

In my experience, almost nobody wakes up one morning and decides to sell. It's usually a feeling that's been sitting in the back of your mind for a year or two, one you maybe haven't said out loud to anyone.

I'm not here to tell you it's time. Only you know that. But a few honest signs tend to show up when someone is closer to ready than they realize. The work has stopped being fun. The business can't run for two weeks without you. Or life is simply changing: retirement, a health scare, more time with the grandkids. None of those are sad. They're just life.

Here's the part most owners skip, though. Only about a third of businesses have any kind of succession plan in place. So when the moment arrives, whether by choice or by surprise, far too many owners get caught flat-footed and take whatever exit is fastest instead of the one that's right.

The worst time to look for the right buyer is when you're forced to. The best time is now, quietly.

A plan doesn't mean you're selling tomorrow. It means that when health, burnout, a partnership change, or simply being ready finally tips the scale, you already know who you'd trust with it. That's the entire reason I reach out to owners early, so that when you're ready, the right person is already someone you know. A "not yet" is a perfectly good answer.

You can feel the soul of a good family business the moment you walk in. People look up and say hello. The owner knows everyone's name, and probably their kids' names too. Customers get treated like neighbors, because half the time they are. In my house we call that the soul of the business, and it's the most valuable thing a company has.

It's also the first thing to disappear when the wrong buyer takes over. Here's how it usually happens.

The soul of a business doesn't show up on a balance sheet, so a financial buyer doesn't know how to value it. And what you can't measure, you eventually cut. The long-tenured employee who costs a little more than a new hire. The loyal customer who gets a break. The supplier relationship built on a handshake. One by one, the things that made the place special get optimized away, and nobody can point to the moment it stopped feeling like home.

Family businesses are special because owners treat their people like family. That's the part that gets corporatized away.

When I look at a business, that warmth isn't a bonus sitting on top of the real asset. To me it is the asset. We want to step into a place that already has a soul and simply not break it. Same operations, same people, even when times get tough.

Yes, plenty of owners sell without ever hiring a broker or banker. Whether you should depends on your situation, so let me give you the honest version, including the parts that don't help my case.

A good advisor earns their fee. They market your business quietly, bring multiple buyers to the table, help with pricing, and run a messy process so you can keep your focus on the company. If you don't have a buyer in mind and want competitive tension on price, the right one can be worth every penny.

The catch is in those two words: the right one. There are a lot of brokers and bankers out there, and from what I can tell only about 5 to 10% of them are truly worth working with. The rest charge a great deal of money, often 10 to 15% of the deal, and carry the same conflicting incentives I've written about elsewhere. Their payday can depend on selling fast and high, even when that points you toward a buyer you wouldn't have chosen.

It's only worth it if you can find the rare advisor who actually has your best interest in mind.

That holds true whether you want a values-aligned buyer or simply the maximum possible exit. Either way, the trick is spotting the few who do this the right way. I have a clear line of sight into the good ones around here, and I'm glad to help you find one whether or not we ever work together.

This one is written for you, not for me. If you ever sit across from someone who wants to buy your business, here are the questions I'd ask in your shoes, even if the buyer is me. A good buyer welcomes every one of them. A wrong one gets uncomfortable fast.

Are you going to run this yourself? This is the most revealing question there is. Listen for whether they talk about the work or only the returns.

Who do you answer to? A fund answers to investors and a clock. An individual answers to themselves and their family. You deserve to know whose interests will be steering the ship once you hand over the keys.

What's your plan for my team? Vague reassurance is a yellow flag. Someone who's genuinely thought about your people will talk about keeping them and learning from them, not "evaluating headcount."

How long do you intend to own it? "Forever, if I can" and "three to five years" are two very different futures for everyone who works there.

The right buyer should be auditioning for you, not just the other way around.

And one for yourself, after the meeting. Would I be glad to introduce this person to my employees? You've spent decades reading people. Trust that instinct more than any spreadsheet.

People sometimes ask what kind of business we're looking for. The honest answer is that we care more about the people than the industry. But there's a certain kind of company that fits what my family is after.

We're drawn to the essential, hands-on businesses the region quietly depends on. Mechanical and HVAC contractors. Environmental and compliance specialists. Generator, fuel, and power-service firms. Water and industrial-service outfits. The kind of work that doesn't slow down when the economy gets bumpy, because it has to get done either way.

These tend to be skilled-trade businesses built over decades, run by an owner who knows the work cold and a team that's been there for years. They're not flashy. They're the backbone. And a lot of them are run by people in their sixties who haven't figured out what comes next.

You run the work. I help it grow. Nobody loses what made it special.

I won't pretend to know your trade better than you do. But I've spent my whole career landing and keeping large, demanding customers, and for a lot of these companies that's the exact thing that unlocks the next chapter. That said, the industry isn't really the point. If you've built a great business and spent your life treating people right, I'd love to hear your story regardless of the category.

If you want a single number, most small business sales take between six months and a year from the first serious conversation to the day the money changes hands. Often longer once you count the thinking time before that.

The part nobody counts is the thinking. Long before any paperwork, there's the stretch where you're just turning it over in your mind, sometimes for a year or two. That's the most important phase, and it's exactly why I reach out to owners early.

Once a real conversation starts, the first weeks are about fit, not numbers. Do our values line up? Would I take care of your people? After that, a buyer reviews the financials and puts a written offer together, usually a couple of months for a straightforward business. Clean books speed it up dramatically. Messy ones slow everything down.

Then comes closing: attorneys, a closing agent, and financing coming together, another month or two. Usually there's a transition period where you stay involved for a while to hand things off properly, which protects your people and your name.

The deals that drag are almost always the ones that were rushed at the start.

Selling a business well is not a quick transaction, and you wouldn't want it to be. The owners who end up happiest are the ones who started early, with no pressure, and let it unfold at a human pace.