#1 there is nothing saying you have to buy all of the inventory. If they have excess inventory, or undesirable inventory, you don't have to buy it. And if you do buy it, that portion of the inventory should be valued much differently than the rest: ie wholesale for the good, usable inventory, scrap value for the rest #2 them pulling the FF&E out is not how deals work. The purchase price includes what is necessary to operate the business. Since its a manufacturing business this would include any machines, equipment, or fixtures required to store, handle, manufacture and package the goods. If the equipment wasn't there, there wouldn't be a business. Its like buying a car but having to negotiate for the drivers seat and steering wheel.

I modeled it out 10 ways to sunday and took my shot. at least they backed down on the FF&E and decided they would include it. broker's response after some back and forth: > I agree that you should be able to select inventory you want, but no transaction in a retail business is conducted whereby the seller loses money on a purchase price because there is more inventory value than transaction value. If you would like to have your M&A contacts call me direct, I would be happy to discuss. I think he's missing that no transaction happens where the _buyer_ loses money either......