his week, I came upon Edward Galindo’s post-mortem on Searchfunder - one of the most honest and useful pieces I’ve seen in this community - on how two SBA-backed landscaping acquisitions, both with real fundamentals, ended in shutdown and personal bankruptcy. He told the whole story on Acquiring Minds (episode 476) as well. I highly recommend you read his post or listen to the episode. The lessons that hit hardest: 1. Talk to key employees before you close - one conversation would have surfaced the commission liability that brought everything down. 2. A surprise liability reprices the whole deal when you run it through the multiple you paid. 3. In construction deals, WIP is where problems hide. The dispute traced back to an ambiguity in the work in progress schedule - one line item, read differently by each side, that cascaded into everything that followed. 4. Don’t chain your businesses together through cross-collateralization. 5. There was no reason to rush deal two - scarcity mindset is for searchers, not owners. I’d add one more lesson we had hammered home this week: insurance and risk diligence deserves the same attention as your QoE. We covered a real manufacturing deal in our WithCoverage webinar this week where the CIM said “fully insured, no material claims.” What diligence actually found was $714,000 in workers’ comp losses, four open files, $43,800 of audit premium arriving after close, and a general liability policy that excluded 20% of the business’s revenue. The QoE caught none of it. The things that hurt you most after close are almost never the ones that showed up in the data room. Don’t rush diligence; it’s about both confirming what is there and finding what isn’t. Partner Perspective: Eli Albrecht, Albrecht Law: The LOI Template We’ve Used to Close Hundreds of Deals - Now Available to You The LOI Template We’ve Used to Close Hundreds of Deals - Now Available to You The letter of intent is one of the most important documents in any acquisition, and one of the most commonly mishandled. I’ve seen deals fall apart not because the economics were wrong, but because the LOI created misunderstandings that never got resolved - or because it was so long and intimidating that it scared a seller before the conversation even started. After working on hundreds of M&A transactions with private equity groups, family offices, independent sponsors, and searchers, I’ve been building something I’m excited to share: our Asset Purchase LOI Form and Explainer, which I’m offering to TWIETA readers first before the full launch. The Form is the clean document you use to draft your LOI - we revamped the entire structure to have clear easy to read terms upfront, then the legal terms on the next few pages. These are terms are seller can actually read and understand, without sacrificing the components that tell a broker or lawyer that you know what you’re doing. The Explainer is an in-depth guide to drafting the LOI that includes links to our long-form articles on topics like asset versus equity structure, the bindingness of an LOI, and how to balance brevity with the terms that actually matter. It also includes optional provisions you can insert depending on your deal. A few principles behind this document: 1) Resist the urge to put everything in the LOI; it should be brief and non-threatening. 2) Material terms belong in a chart, not paragraphs - sellers read them better that way. 3) Never put something in an LOI that you can’t finance or defend in the purchase agreement. If you’d like to use the template on your own, click here to access the LOI template and here to access the explainer guide If you’d prefer to work with us directly on your LOI, we offer a flat fee LOI engagement of $1,500. Please reach out at redacted Plus: • Niklas James at Minds Capital makes a simple but underrated point: write your CIM right away, because the process of building it uncovers gaps in your understanding and pressure tests your thesis before you’re too far in. His note on AI is worth heeding too - draft the argument manually first, then let AI supplement it. Full post here. • Peter Lang shares a sobering stat for those hoping to sell their business in the next 2-3 years: most business brokers have a 20-50% success rate on engagements, meaning signing with a broker is no guarantee you’ll sell on your timeline. His counterintuitive advice for owners planning to sell in the next few years - sit on the buyer’s side first, because understanding what gives a buyer confidence is the best preparation for becoming a sophisticated seller. redacted