Deal Structure

Price is one number in a document full of terms that matter more.

Where Find becomes Fund. Deal Structure spans two desks: the deal desk, where price, terms, seller financing, earnouts, and the tax wrapper are built so both sides can say yes, and the capital desk, where the stack is arranged and closed in-house. Most deals that die under LOI were structured so they could not be finished.

The problem

Most deals under LOI were structured wrong

Price gets negotiated. The terms that actually decide the deal get copied from a form.

An owner signs an LOI using the seller broker's template. Total consideration gets negotiated. Everything else is boilerplate nobody read.

Then diligence starts, and the boilerplate turns out to matter. The deal either dies or gets renegotiated from a weak position.

Here is what a real structure conversation covers.

The consideration mix.

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.

The rolling stock and the equipment.

Trucks, machines, and tooling are often the largest asset on the balance sheet and are almost always mispriced in a templated LOI.

The inventory.

What is in it, what it is worth, and who eats the shrink between signing and closing.

The real estate.

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.

Personal goodwill.

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.

The stack

The capital stack

One instrument stops covering the deal. The stack gets built from layers, and designed before you sign.

Under about three million in enterprise value, a single SBA 7(a) usually covers it. 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.

No template

Every deal is a different deal

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.

The rest of the function

Deal Flow. The thesis and the pipeline. Where the deal you are structuring came from.
Due Diligence. A clean structure tells diligence exactly what to verify, so it confirms rather than fishes.
Value Creation. Delivering the thesis and integrating the two companies, so the structured deal actually pays off.
Fractional Corporate Development. How the four disciplines run as one function, so each deal makes the next easier.
Why small acquisitions are hard to finance. A $1.5M deal can be harder to fund than a $15M one. The capital gap, why it exists, and how owners structure through it instead of inflating the raise.
The acquisition capital stack. Every financing layer used to buy a business, from senior debt and SBA loans through seller notes, working capital, and equity, and what each one costs.
How to fund a roll-up before it stalls. Designing the capital stack ahead of the deals, the four layers and their lead times, and the equity squeeze that stalls acquisition programs.
Why brokered deals can be great deals. A listed deal that has sat for months is usually a structure problem, not a business problem, and structure is fixable.