M&A concepts compared

The two most common owner-adjusted earnings metrics in lower-middle-market M&A. They're close cousins — but the difference decides which multiple table you look at.

The two words get used almost interchangeably in the press, but the legal, tax, and governance mechanics are meaningfully different.

The single most important structural decision in a private-company M&A deal. Which structure the buyer and seller agree on affects taxes, liabilities, consents, and speed of closing.

Two fundamentally different roles in a PE roll-up strategy. Platform businesses anchor the strategy; add-ons compound it.

Both are preliminary documents from a buyer expressing interest in a target. IOI comes first and non-binding; LOI comes second and locks in an exclusivity period.

The LOI kicks off exclusive diligence; the purchase agreement closes the deal. One is 3-5 pages and mostly non-binding; the other is 150-200 pages and completely binding.

Two ways to translate a company's size into an enterprise value. EBITDA multiple prices profitability; revenue multiple prices growth and market potential.

The two main valuation methods practitioners triangulate against each other. DCF is intrinsic; comps are relative. Neither is inherently better — both have known blind spots.

The two halves of every M&A transaction. Buy-side represents the acquirer; sell-side represents the target. The mechanics look similar; the incentives are opposite.

Two ways to defer part of a seller's consideration. Rollover keeps you invested; earnout makes you prove the future. They look similar and behave very differently.

Escrow and indemnification are the two mechanisms that back a buyer's reliance on the seller's reps and warranties. One is the money; one is the promise.

The two documents at the very front of a sell-side process. The teaser markets the opportunity; the NDA gates access to real information.