Andy and Doug welcome returning guest Valerie Vaughn to discuss recent closings and the realities of a competitive buyer market. They walk through a repeat buyer’s journey, from selling a business in 2024 to searching and finally winning the right acquisition.

The episode breaks down real deal comparisons: how a 5% price gap, down payment size, financing structure, and the overall capital stack influence seller decisions. They emphasize speed, certainty, and the seller’s emotional priorities—employees, customers, and legacy—when choosing between multiple offers.

Practical takeaways include writing clear, bankable LOIs, presenting a strong capital stack, and adjusting the tone to build rapport with sellers.

Andy and Doug break down a common but costly problem for business sellers: running personal expenses through the company aka add backs and how that practice destroys value and scuttles deals. Using real examples from current engagements, they discuss cases with 30–40% of SDE tied up in personal expenses and explain the buyer and bank perspective.

Topics include valuation approaches (SDE vs. EBITDA), why lenders — especially SBA‑backed banks — have tightened underwriting, the trust and character issues personal add backs raise, and financing failures caused by unverifiable expenses. The hosts also cover practical next steps: getting a neutral third‑party valuation, cleaning up books (and converting perks to proper salary), deciding whether to sell now or keep-and-grow, and revisiting the market with clean numbers.

Andy and Doug share the unique case of seller remorse after closing. They unpack a deal where the seller tried to back out after paperwork and funds were finalized, and the reasons behind the panic — from not reading 100+ pages of documents to being locked out of systems when ownership transferred.

They discuss practical lessons for buyers and sellers: clear communication, documented training plans, locking and transferring system access, due diligence expectations, and the emotional identity shift owners face post-sale.