10 Ways To Make It Out of ETA Alive
The Wall Street Journal published a piece last week on the growing wave of searchers buying small businesses - and it featured a great quote from our legal partner Eli Albrecht of Albrecht Law that I think deserves more attention. Eli called searchers "the homesteaders of the Wild West - heading out without a dollar to their name, and if they make it back alive, there's a lot of money to be made." That's about as honest a framing of this path as I've heard. The article is worth reading in full here. It follows several searchers - including a former homeless college dropout who's now worth seven figures, a Navy SEAL and his Harvard-trained wife who doubled revenue overnight by acquiring a Boston plumbing business, and a former oil-and-gas engineer who became CEO of a chemical company. The common thread: grit, unconventional financing, and a willingness to do what most people aren't willing to do. Eli's quote got me thinking about what it actually takes to make it back alive. Here's my list: 1. Put more cash on the balance sheet at close than you think you need. 2. Have close-in advisors, ideally with skin in the game, who have already done what you're trying to do. 3. Make diligencing the character and integrity of the seller your number one priority. 4. Pay for a strong Quality of Earnings analysis - the best aren't always the most expensive, but they're not the cheapest either. 5. Pay for a strong M&A attorney. (Same rule applies as above) 6. Maintain as much post-close personal liquidity as you can - liquid assets outside the business. 7. Meet as many team members of the target company pre-close as possible. 8. Get the bank giving you an SBA loan to also give you a line of credit at close - and then never draw on it except in absolute emergencies. 9. Talk to as many people as possible who have acquired, invested in, or operated in the industry you're buying into. 10. Don't overpay. These aren't guarantees - but they're the closest thing to a survival guide I can offer. What would you add? Partner Perspective: Dylan Gans, Baton: You Don't Have to Be Picked First to Win the Deal Once a deal closes, we rarely get to see what happens next. But a recent deal in particular caught our attention: FloorCare Specialists. So, we headed to Atlanta to spend a day with the buyer at his new business. What caught our eye was that he wasn't the seller's first choice. Brendan made his offer, another group outbid him, and the business traded away. Most buyers delete the folder and move on, but Brendan stayed in touch with Serena, his deal manager. When the winning buyer started chipping away at the price they'd promised, the seller walked, and Brendan was the natural fallback. But staying warm only works if the seller wants you back. So how did Brendan become the buyer worth waiting for? He knew price alone wouldn't win the deal. Most individual buyers finance with an SBA loan, which means everyone is running the same math: what can the business's cash flow support in debt payments? Work backwards from that and every serious offer lands in the same range. "You can play with it around the edges," Brendan told us, "but at the end of the day, the seller's comfort with you and your relationship is what's going to win you those deals." So he made an offer he could actually stand behind, and never moved off it. That mattered more than he could have known: when his first lender fell through and closing dragged on for months, the seller waited rather than walking. He'd already been burned by a buyer who re-traded. He wasn't going to leave the one who didn't. He explained the hard stuff in plain English. Ask anyone in our office and they'll tell you Brendan gives the best working capital explanation they've ever heard. It's the part of a deal where trust usually breaks down, because most sellers have never seen a net working capital adjustment before and it can feel like a trap. Brendan walks them through it simply: take the 12-month average of receivables minus payables, set that as the target, and true it up at close. Hand over a balance sheet greater than the target, and the extra value comes back to you as the seller. Come in under it, and the price adjusts down. Second chances aren't common in this market, but they do come around, and they tend to go to the buyer who kept the relationship alive. Losing the deal isn't always the end of it. Sometimes it's just the first round. This is just one part of the conversation. Brendan also walked us through his SBA financing saga, his first 90 days in the seat, and the second acquisition he's already closing on. Watch the full interview here. Plus: - One of our portfolio searchers has now bought two businesses from ESOPs (Employee Stock Ownership Plans) and says they're surprisingly attractive targets - cleaner books, reasonable valuation expectations, seller comfort with large notes, and a built-in employee vote that gives you real data on team sentiment before you close. The complexity scares away enough buyers to meaningfully reduce competition, which is exactly the kind of dynamic we look for. Full post here, and the comments have some interesting dialogue worth reading. - Great article (sourced from an original post by Fast Company) on women choosing ETA as an alternative path to corporate life. While the statistics on female searchers are disappointingly low - one 2023 Stanford study found that only about 18 percent of searchers that year were women - we’re excited about the shift of more women discovering and succeeding in the ETA ecosystem.redacted