You don't have a process. And the broker does.
May 06, 2026
by a professional-advisory from University of Colorado at Boulder in Colorado, USA
We will participate in $100M in transactions this year across our Fund, Buy-side advisory, sell-side representation, and acquisition financing. Here is what I have seen over and over again.
You don't have a process. And the broker does.
That asymmetry will cost you in time, money, and deals that fall apart at the finish line.
Here's the process that actually protects you:
𝗕𝗲𝗳𝗼𝗿𝗲 𝘆𝗼𝘂 𝗲𝘃𝗲𝗿 𝘀𝗶𝗴𝗻 𝗮𝗻 𝗟𝗢𝗜:
1. Build your financial model first. If you don't know how to do this, you are going to waste a ton of time.
2. Circulate for lending — know your debt capacity and glean interest from lenders (spread the loan)
3. Stress test post-closing items like bonding capacity, working capital, DSCR, pref returns, cash conversion cycles, and then and only then
4. Submit your IOI / LOI. Bonus: Having indsutry experienced advisors on your cap table builds confidence for the seller/broker and lenders.
𝗡𝗼𝘄 𝘆𝗼𝘂 𝘀𝘁𝗮𝗿𝘁 𝘀𝗽𝗲𝗻𝗱𝗶𝗻𝗴 𝗿𝗲𝗮𝗹 𝗺𝗼𝗻𝗲𝘆:
5. Negotiate & refine the LOI (attorney enters here)
6. Interview QofE providers
7. Sign LOI — the clock starts
8. Hire QofE (~$10K+ at 50% upfront)
9. Full DD sprint — financials, insurance, bonding, benefits, legal (3–4 weeks)
10. Adjust price & terms based on findings
11. Draft & purchase agreement and trade redlines, sign — plus form OpCo, get EIN, etc.
12. Pull the trigger on your lender term sheet & submit deposit
𝗜𝗳 𝘆𝗼𝘂'𝗿𝗲 𝗿𝗮𝗶𝘀𝗶𝗻𝗴 𝗼𝘂𝘁𝘀𝗶𝗱𝗲 𝗰𝗮𝗽𝗶𝘁𝗮𝗹 — you're doing it throughout this entire process. And here's the hard truth: 50% of verbal commitments won't show up. Raise more than you think you need.
By the time you reach LOI, you are spending real money. The model, the debt sizing, the investor conversations — those need to happen before you get there, not after.
Don't let a broker push you into their process without having one of your own.
We've seen what happens when buyers go in blind. Don't be that buyer.
If you need support or would like to discuss your acquisition, I am happy to entertain a conversation. We are regularly looking for skilled operators to work with and invest in.
P.S. We put out hundreds of articles on what's happening on Main Street to Mid Street M&A on our blog: https://clearlyacquired.com/blog