A strong LOI does more than state a price—it sets the tone for the entire transaction. While many buyers either overcomplicate or oversimplify this critical document, the best LOIs strike the right balance. Beyond purchase price, key elements like timing, funding, deal structure, included assets, and post-closing expectations can determine whether a deal moves forward or falls apart.

Selling a business is exciting, but it can quickly become frustrating if a deal falls apart because a buyer wasn’t truly qualified. At NorthStar, we carefully vet buyers before introductions are made to help reduce surprises, protect seller time, and improve the chances of a successful closing.

When a buyer uses SBA financing to purchase a business, lenders closely evaluate the company being acquired. Understanding these five factors can help sellers prepare their business and avoid surprises when they sell a business.

Once a Letter of Intent is signed, selling a business becomes real. Due diligence deepens, assumptions are tested, and many owners are surprised by the intensity of the process. This article explores the common reactions we hear during active transactions and explains how preparation before going to market becomes the leverage that protects value when the deal gets real.

Each year, thousands of businesses are listed for sale — but most never close. At the Business Transitions Summit, we hear the same thing from owners: “I wish I had started sooner.” Selling isn’t an event; it’s a process that begins years in advance. The stronger and more transferable your business is today, the more options and value you’ll have when it’s time to transition.

Selling a business doesn’t start when buyers call it starts before you ever leave the dock. By the time a company goes to market, the foundation is already set. Preparation is what determines whether a deal moves forward with confidence or stalls under pressure.

Most business owners don’t plan their exit - they react to it. The owners who achieve the strongest outcomes aren’t reacting to opportunity; they’re prepared for it. Building a valuable, scalable business starts long before selling is on the table and preparation is what turns urgency into optionality.

Selling a business is often treated as a financial transaction, but few owners are prepared for the emotional and mental strain that comes with the process. This article explores what business owners experience during a sale and why understanding the journey ahead can make all the difference.

Preparing for a business transition is more than a financial exercise. It requires clarity, intentionality, and a deep understanding of what life will look like after the deal closes. Holly Clapp’s perspective offers business owners a valuable framework for thinking about the personal and financial decisions that support long-term independence. Her insights help lay the foundation for a successful transition, especially in the critical 12 to 24 months before a sale. For owner

The SBA’s new lending rules are changing how business acquisitions get financed — and many deals will feel the ripple. While we’re not diving into the technical details, this piece connects the dots between policy and strategy: what business owners need to do, how the right advisor helps navigate funding challenges, and why preparation today means a stronger, smoother sale tomorrow.

The SBA has announced sweeping updates to its lending rules, effective June 1, 2025, that will impact how business acquisitions and partner buyouts are financed. From stricter borrower eligibility and lower “small loan” thresholds to new requirements for franchises, equity retention, and buyer injections, these changes reshape how deals get funded. Learn what sellers need to know to keep transactions finance-ready.

The federal tax system is a voluntary system that relies on taxpayers to file complete and accurate tax returns and other information with the IRS. However, sometimes after a tax return or other information in filed with the IRS, a taxpayer discovers it was incomplete or inaccurate. In order to avoid potential civil or criminal penalties, a taxpayer may want to act. This blog post discusses some of the options taxpayers have for addressing incomplete or inaccurate tax filin

A while ago, I walked into my neighborhood Home Depot with no idea that it would be the last time I entered as a loyal customer. Any time I needed something for my home over the last 19 years, whether it was a new light bulb or some wood for a new project, I bought it from Home Depot. I even had a Home Depot credit card, which was one of the only company-specific credit cards I’ve ever owned. If I had to buy something and they sold it, that’s where I wanted to buy it. I was i

This week we're exploring the importance of having a team in place to advise on your exit! Check out what some of our 17 percenters had to say when they were asked about whether or not they had a team in place during their exit. Tom Washington We did not have a true “exit team,” but having gone through this before, I had some insight. Our buyer, luckily, had a high degree of trust in us and didn’t require any auditing or extensive records to be pulled, which certainly helped.

One question we hear all the time is whether or not you should involve your employees in the exit process - whether that be a sale or a dissolution. Many think that informing employees might cause a negative reaction and prove damaging to office morale, but a few of our 17 percenters beg to differ! Read below to hear what some of our 17 percenters have to say about involving employees in the exit process! Tom Bronson "Most business owners don’t want their employees to know th

For this week’s blog, we’ve compiled answers from all of the 17-percenters we’ll be interviewing over the course of the next 5 weeks! Today’s question? How did your due diligence go? Do you think it added value? Mark Olander When it comes to ESOPs, the independent appraiser does that due diligence. I've done a lot of M&A in my time, and I gotta tell ya I get about half of my due diligence done by the independent appraiser. So you don't lose that, it does happen, but it's not

For this week’s blog we’ve compiled answers to a question we asked some of the 17-percenters who will be appearing on our podcast over the next 5 weeks. Today’s question of choice is: Did you have a transition team in place during your exit? Tom Bronson First, when you start preparing your business for transition, at least three to five years before you actually want to transition, there are going to be things in your business that need to be addressed. Hard things. If you ha

When it comes to extracting the most value in exiting a business, David Hammer is one of the most knowledgeable attorneys and CPAs. Last week, you heard part one of my interview with David - but there is more to share. Here is the second half of my conversation with David Hammer: Tom Bronson When it comes to business transactions, one of my favorite sayings of yours is, "if you have only one buyer, then you don't have any buyers." What does that mean? David Hammer I borrowe

My conversation with David Hammer This week, I sat down with David Hammer, a very close friend and investor in one of my businesses, to discuss what he believes all business owners need to know. David is one of the best business and M&A attorneys I know. He sat on my company's board for many years and even served as our general counsel. David is also one of the founders of Business Owners Ed , a nonprofit based here in the DFW area that provides an outstanding education to bu

Today, we are wrapping up our series on why every business should prioritize exit planning and why you should start working on it. If you missed Part 1: Why Businesses Fail or Part 2: Risk and Exit , check them out here . As investor and entrepreneurial icon, Carl Allen, would say, "The only reason to have a business is to sell it and get paid for it." I agree. Today, I'm taking you to Exit Strategy Court where I’ll be presenting the case for exit planning and giving you my

When it’s time to exit, most business owners probably have never been through it before, so it becomes a classic “don’t know what you don’t

I want to paint a picture for you to understand WHY every business should prioritize exit planning and why you should start working on it to

In this series we’ve already talked about budgeting, succession planning, and building your Green Box, and Growth. Today, we wrap up our 2 part close to that series - where I’m going to give you 22 things (11 last week, and 11 this week) for you to do in 2022 to maximize your business value! #12 - Sharpen The Saw Make a commitment to sharpening your saw this year. Every lumberjack knows that a sharp saw makes the job of cutting down a tree much easier! Abraham Lincoln famousl

22 Things You Can Do in 2022 to Maximize Business Value (Part 1) In this series we’ve already talked about budgeting, succession planning, and building your Green Box, and Growth. Today, we’re going to start a 2 part close to that series - where I’m going to give you 22 things (11 this week, and 11 next week) for you to do in 2022 to maximize your business value! If you’ve been reading this series, you’ll find a few things we already addressed peppered in. But - there’s much

There seems to be some confusion about the relationship between Accounting and Finance. Many people use them interchangeably in conversation, but they are not interchangeable in practice. As a business owner, it is imperative to understand the differences when navigating towards a desired future state. The type of result you need - financial planning, financial connections to leverage, or company financial status - determines whether you need someone in Accounting or Finance.

In a podcast released earlier this week, I spoke on the topic of Preparing Your Business for Sale through a Quality of Earnings. In this article, I wanted to expand on this topic through telling some stories of Quality of Earnings (QoE) to marketing service offering that I’ve provided to my clients as well as the lessons learned from each. Don’t forget tax consulting and due diligence I had a 74-year-old client who owned a container distribution business. While all his child

For the last 7 weeks, I talked with 8 business owners who successfully transitioned their businesses and are a part of the 17% Club on the Maximize Business Value Podcast . 83% of business owners who want to transition their business fail to do so. Here is the summary of the answers to one of the questions we asked: What’s the ONE most important thing you recommend business owners do to build value in their business? 1. Be quick to understand your business’ Value Creation Rev

5 Strategies to Master Business Success I’m sure you can think of a time when you knew better... but didn’t act on it and that cost you in the long run. A wrong decision can affect your business and your life far more than expected. In the 20th century, Kodak was at the top of the photography industry. They had successfully transitioned the business to benefit the general public; first inaccessible and expensive, then convenient and affordable. However, the development of dig

When I talk challenges with SMB owners and leaders in my role as a business coach , I identify most frequently one obstacle. Not competitive threats, not mergers and acquisitions, not vendor relationships, not shrinking margins, not the economy. It’s effective delegation. Flipping through the notes from some of my recent Strategy Sessions with executives, I see: an owner stressed out by service calls that pull him away from researching new products a CEO asking how he can kee

If you are in sales, then this article is not for you. And by the way, I'm with you in that excluded group. Yet, this is about sales. Confusion on my part? Hardly. Let's just identify ourselves as the 12% team that wished we were the battle-chargers of the 100% team, more potent and insurmountable to our competitors and more valuable to our customers. So here is to the rest of you - the non-sales group. I don't care what profession you are in - law, medicine, government, etc.

The Problem B2B marketing is complex and can feel overwhelming. Most B2B companies spend their time crafting a product that perfectly suits their market. Once initial growth happens in a business and there is a proven business model, most B2B companies see their growth plateau. Additionally, once you start to see success, it seems everyone has the “missing piece” to your continued growth. When growth starts to slow, many B2B companies will start doing random acts of marketing

What should a conscientious business owner/CEO know about cyber security and cyber hygiene? Among all the other pressing issues CEOs deal with day to day, the physical and IT security posture of their company has recently sifted to the top. Increasingly, the assets and good will their company has accumulated over time is at risk from cyber thieves. Not to speak of the protection of the employee’s digital world. Regardless of their line of business and whether the company is a

It’s a lesson people tend to learn way too late in the game: Not all revenue streams are created equal. All business leaders know that growth isn’t a given. But what many fail to recognize is that certain types of growth are more valuable than others, especially when you’re looking at a long-term exit strategy. We talk a lot at Work.software about VCR, or Value Creation Revenue. It refers to revenue that’s valued by the company or stakeholders at a higher rate. In other words

There are lots of things that cause business owners to bolt upright in their beds at 3am scared out of their minds when they’re selling their business. Whether the tale of your next deal is a horror story filled with regrets or has your client telling all their business owner friends about the fairy tale ending you helped them discover is up to you and how you help them navigate this one thing. You know what’s scary? Leaving. Even when it’s your choice. I know because las

Understanding Business Value is the First Step to Exit Planning One of the reasons that 83 percent of exit strategies fail is that owners have unrealistic expectations of the true value of their business. Over the years, I’ve come to realize that this error is caused by a number of factors. Let’s talk about some of them. By the way, this blog is taken right out of my book - Maximize Business Value, Begin with the Exit in Mind. Here is the link to get a copy of it or scroll u

Typical Timeline of a Solid Internal Transition Strategy A few weeks ago, I did a podcast and blog post on the steps to successfully sell a business. After several requests from our listeners who don’t want to sell their businesses but rather transition them to insiders, I want to focus on the steps for internal transitions. Like selling a business, transitioning to insiders typically takes some time - more time than most business owners realize. While internal transitions

A great exit planning philosophy Published courtesy of the Exit Planning Institute. This blog first appeared on their website on April 4, 2018. Exit planning is business strategy. Official ‘Exit Planning’ Definition: Exit planning combines the plan, concept, effort, and process into a clear, simple strategy to build a business that is transferable through strong human, structural, customer, and social capital. The future of the business owner, his/her family, and the busines