Fractional Corporate Development
Price is one number in a document full of terms that matter more.
An owner signs an LOI using the seller broker's template. Total consideration gets negotiated. Everything else is boilerplate nobody read.
Then diligence starts, the boilerplate turns out to matter, and the deal either dies or gets renegotiated from a weak position.
Here is what a real structure conversation covers.
How much cash at close, how much seller note, how much earnout, how much rollover equity. Each one shifts risk between the parties and each one changes what the deal costs you.
Trucks, machines, and tooling are often the largest asset on the balance sheet and are almost always mispriced in a templated LOI.
What is in it, what it is worth, and who eats the shrink between signing and closing.
If the seller owns the building, does it come with the deal or does it stay separate on a lease. If they are selling it, does a 1031 exchange change what they need on price.
In an owner-operated business, a share of the value walks out the door with the owner. There are ways to treat that which are better for the seller's tax position. You give up some step-up. In exchange you get something on the other end. This is the kind of trade that closes a price gap that looked fatal.
Under about three million in enterprise value, a single SBA 7(a) usually covers it and you do not need us for the funding. Your banker can process it.
Between three and twenty million, one instrument stops being enough. The stack gets built from layers. SBA where it fits. Conventional senior debt. Seller paper. Private credit. Equity when the deal requires it, though we introduce parties and do not place capital.
The stack gets designed before you sign, not after. A deal structured without knowing how it funds is a deal that gets renegotiated at the worst possible moment.
There is no template. What the seller needs, what you need, what the business needs to keep running, and what the thesis requires all pull in different directions. Structure is the work of finding the arrangement where all four are satisfied.
A better deal that does not close is not a better deal.
