The headline purchase price is only one component of a business sale; the structure of the transaction often determines how much value the owner ultimately retains. Terms such as working capital targets, earn-outs, seller notes, rollover equity, indemnification provisions, and escrow holdbacks can significantly affect both risk and after-tax proceeds. Poorly structured deals may expose owners to unexpected liabilities, delayed payments, and performance obligations long after closing. This session will examine the most common deal structures used in lower middle market transactions and highlight the provisions that frequently create surprises for sellers. Attendees will learn how to identify potential issues early and negotiate terms that align with their financial and personal objectives.
Learning Objectives:
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Understand the core components of deal structure Learn how cash at closing, working capital adjustments, earn-outs, seller financing, rollover equity, and holdbacks influence the economics of a transaction
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Identify common pitfalls that reduce realized value Explore how ambiguous definitions, aggressive indemnification terms, and unrealistic performance targets can erode proceeds and increase post-closing risk
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Evaluate tax and cash flow implications Understand how different transaction structures affect timing of payments, tax treatment, and the certainty of after-tax wealth
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Recognize when deal terms shift risk to the seller Learn how buyers use escrows, representations and warranties, and contingent consideration to transfer uncertainty back to the owner
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Coordinate with the advisory team to negotiate effectively Discover how investment bankers, transaction attorneys, CPAs, and exit planning advisors work together to protect the seller’s interests and optimize outcomes.
Event Location
Event Details
Who Should Attend?
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Attorneys
You have close relationships with clients, and can benefit from being the first advisor to introduce the idea of exit planning.
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CPAs/Accountants
Owners participating in the State of Owner Readiness research continue to indicate that you are the No. 1 "Most Trusted Advisor." You are a natural fit to lead the exit planning team and deepen your relationship (and retention) of next generation owners.
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Wealth Managers
You’re a skilled relationship person. Being entangled into your clients’ professional lives matters as you build a strategy to manage their wealth upon them harvesting it from their business. Exit planning allows you to build a deeper relationship with your client, expands your COI network, while giving you an early seat at table well before the liquidity event.
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Financial Advisors
One of the critical ‘legs of the stool’ is personal financing planning. An owner must have a strong financial plan & contingency plan post-transition to enable them to thrive in the next act of the lives personally and financially. Exit planning brings this future mindset into the present. Exit is now.
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Valuation Analysts
Valuation is both a billable engagement AND an opportunity to provide owners some perspective on how to accelerate value drivers (and deal with value killers). Use exit planning to make that valuation into a longer term value acceleration engagement.
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Strategic Consultants
One of the most critical roles in exit planning is building transferable value. Strategic consultants have the ability to expand options and drive rapid business value that affect performance today.
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Estate Planners
Exit planning is a natural fit for estate planners who want to operate more holistically with their owner clients.
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Investment Bankers
Only 2 of every 10 businesses that come to market actually sell. Learn how exit planning can bring attractive AND ready business to your purview.
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Mergers & Acquisition Advisors
Proper exit planning causes less deals to fall through at the last minute. Connect with CEPAs to build your healthy deal flow network.
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Family Business Advisors
More than 50% of lower middle market business owners would prefer to transition to the next generation. Help them succeed with exit planning strategies.
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Commercial Lenders
One of the best relationships a business owner makes is with their banker. How can you help your corporate clients think about the future and ensure financial continuity? Answer: exit planning.
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Insurance Professionals
Exit planning addresses the 5 D's. So do you. Approach the risk conversation differently with exit planning.
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Business Owners
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Other Business Professionals
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Business Consultants
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Professional Advisors
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Private Business Owners
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Members of Family Business Boards
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Other Professional Advisors
Regardless of your unique specialty, there is seat at the exit planning table for you. Learn more at www.EarnCEPA.com.
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Business Owners & Their Trusted Advisors
EXIT PLANNING IS GOOD BUSINESS STRATEGY
The Exit Planning Institute, provides Financial Advisors, Accountants, Consultants, and other advisors of business owners with the critical education to differentiate themselves and add value to their existing client relationships through a credential, conference, courses, and content. Download the CEPA brochure for more information.