Equitas M&A, 1100 Burloak Drive, 3rd Floor, Burlington, ON (2026)

08/03/2026

𝗧𝗵𝗲 𝗹𝗲𝗮𝘀𝗲 𝘁𝗵𝗮𝘁 𝗸𝗶𝗹𝗹𝘀 𝘁𝗵𝗲 𝗱𝗲𝗮𝗹

Nobody thinks about their premises lease when they think about selling. Then the deal starts, and the lease becomes the whole conversation.

Here's the pattern I see: an owner two or three years from selling signs a lease renewal without thinking about the sale. Short remaining term, no renewal options, no assignment rights — or a landlord with total discretion over consent.

Then a buyer shows up, their lender asks for lease term matching the loan, and suddenly the landlord holds a veto over your exit.

What I advise owners to check well before going to market:

How much term is left, and are there renewal options? What does the assignment clause actually say? Does a sale of shares trigger the change-of-control provision? Will the landlord release your personal guarantee when you sell?

A lease is a deal document. Negotiate it like one.

07/31/2026

𝗔𝘀𝘀𝗲𝘁 𝘀𝗮𝗹𝗲 𝘃𝘀. 𝘀𝗵𝗮𝗿𝗲 𝘀𝗮𝗹𝗲

One of the first forks in the road in any Canadian business sale: are you selling shares, or assets?

Buyers usually want assets — a fresh start on depreciation, no inherited liabilities.

Sellers usually want shares — because that's typically the route to the lifetime capital gains exemption, and the after-tax difference can be substantial.

So who wins? Generally, it gets settled in the price. A buyer who insists on an asset deal should expect to pay for the tax cost they're pushing onto you. A seller who needs a share deal may give something back to get it.

What I advise: know your after-tax number under both structures before negotiations start. The headline price means nothing until you know what actually lands in your account.

(And yes — talk to your tax advisor early. This is one conversation that pays for itself.)

07/29/2026

𝗩𝗲𝗻𝗱𝗼𝗿 𝘁𝗮𝗸𝗲-𝗯𝗮𝗰𝗸𝘀: 𝘁𝗼𝗼𝗹 𝗼𝗿 𝗿𝗲𝗱 𝗳𝗹𝗮𝗴?

Seller financing — the vendor take-back — shows up in most mid-market deals in some form. Used well, it bridges a gap and gets a deal done.

But here's the distinction I draw for clients:

A VTB as a bridge: Buyer brings most of the price in cash at closing, and you carry a minority piece for two or three years, secured, with interest. Reasonable. Common.

A VTB as the whole deal: Buyer offers full price — paid entirely out of the future profits of the business you just handed them. No money down, or close to it.

In the second version, you haven't sold your business. You've become its lender, its insurer, and its most anxious observer — while someone else runs it.

What generally happens when a buyer can't or won't put meaningful capital at risk: the risk doesn't disappear. It just stays with you.

Structure matters as much as price. Sometimes more.

07/27/2026

𝗧𝗵𝗲 𝗼𝗻𝗲-𝗯𝘂𝘆𝗲𝗿 𝘁𝗿𝗮𝗽 (𝗦𝘂𝗿𝗽𝗿𝗶𝘀𝗲𝗱 𝗦𝗲𝗹𝗹𝗲𝗿)

A buyer calls you out of the blue. They like your business. They want to make an offer.

It feels like a compliment. It's actually a negotiation you've already started losing.

Here's what generally happens: the unsolicited buyer sets the timeline, sets the process, and sets the frame. You have no comparison point, so whatever number they float becomes your anchor. And because there's no one else at the table, they know it.

What I advise owners in this position is simple: an unsolicited offer isn't a reason to sell. It's a reason to find out what your business is worth to the market — not to one buyer who chose the timing.

Sometimes the offer holds up. Often it doesn't. Either way, you should know before you sign anything.

Have you ever received an offer you weren't looking for?

07/17/2026

People ask why Equitas represents sellers only — never both sides of a deal.

Here's the honest answer. A broker who represents both the buyer and the seller is, structurally, working against one of them. You cannot push hard for the highest price and the lowest price in the same transaction. Somebody's interest gets quietly traded away, and it's usually the person who isn't an experienced dealmaker — the owner selling once in their life.

I've been on the seller's side of the table myself. I know what it feels like to sit across from someone whose incentives don't fully line up with yours. So when I built this firm, I made the choice that when I'm in a deal, I'm on one side of the table: yours.

Sell-side only isn't a marketing line. It's a decision about who I'm willing to let down. And the answer is: not the owner I'm representing.

If you're going to sell the thing you spent your life building, make sure the person advising you only wins when you win.

07/15/2026

A question for the owners following along:

If someone offered to buy your business tomorrow — what's your number?

Not the dream number. The one you've actually told yourself you'd take.

I ask because the answer reveals so much. Most owners have a figure in their head, and almost none of them can tell me how they got there. It's usually some mix of "what I think I deserve," "what I heard a guy in my industry sold for," and "what I'd need to retire comfortably."

Those are three completely different questions, and none of them is what the business is actually worth to a buyer.

Your retirement need is a personal-finance question. The industry comp is a rumour until you see the real terms. And the market value comes from Free Cash Flow, growth, risk, and who's competing to own it — not from a feeling.

The gap between your number and the real number is where good planning earns its keep.

So — how did you arrive at yours? Curious to hear in the comments.

07/13/2026

"I don't need a process — I'll just sell to my employees, or that competitor I've known for years."

Maybe. But here's what that quiet, friendly, single-buyer deal usually costs you.

When there's exactly one buyer at the table, there's exactly one number. They set the pace, the price, and the terms, and they know you have no alternative. Friendly doesn't mean generous — it means comfortable, for them.

A process changes the physics. The point of bringing multiple qualified buyers to the table isn't to be greedy. It's to find out what your business is genuinely worth to the market, and to make sure that the one buyer you might have sold to quietly now has to compete for it.

The quiet, single-buyer deal routinely closes below what the same business would command in a competitive process — the gap is often 20–30%. The business itself doesn't change. The number of people who know it's available does.

Your business is worth what a motivated buyer will pay. You only find that number with more than one of them in the room.

07/10/2026

Three things I've watched quietly erase six figures of value at the closing table — none of them dramatic:

Messy financials. When a buyer can't easily separate the business's real performance from the owner's personal spending, they don't give you the benefit of the doubt. They assume the worst-case version and price it.

Working capital surprises. Sellers focus on the headline price and forget the deal usually requires you to leave a "normal" level of working capital in the business. Get that definition wrong and you give back cash you thought was yours.

Deferred capital expenditure. If you've been running equipment past its life to flatter the numbers, the buyer sees a bill coming — and they hand it back to you in the form of a lower offer.

None of these are fraud. They're just the ordinary way owners run a private business that nobody's ever planned to sell.

The fix is unglamorous: clean books, a clear-eyed look at Free Cash Flow, and a head start. Boring beats clever at the closing table every time.

07/08/2026

What does a real buyer actually diligence before they pay you?

After a deal goes to letter of intent, the buyer's job becomes finding reasons to pay less. Here's where they look — and where deals quietly lose value:

1. Quality of earnings. Are your profits real and repeatable, or propped up by one big customer and a few good months?

2. Customer concentration. If one client is 40% of revenue, the buyer sees risk, not strength.

3. Owner dependency. If it all runs through you, they discount it.

4. Clean financials. Personal expenses run through the business, sloppy books, surprises in the working capital — every one of these costs you at the table.

5. Recurring vs. one-time revenue. Predictable cash gets a premium. Project-by-project income gets a haircut.

The owners who get top dollar aren't lucky. They knew this list two years before the buyer showed up, and they fixed the weak spots while there was still time.

Which of these five do you think is hardest to fix on a deadline?

07/03/2026

A note for the CPAs, M&A lawyers, commercial bankers, and wealth advisors in my network:

Your client mentions, almost in passing, that they're "thinking about slowing down." That's the moment.

By the time a business owner says it out loud to their accountant or banker, they've usually been turning it over privately for a year or more. They trust you. And the next thing they need is rarely something any single one of us provides alone.

The exits that go well are the ones where the advisory team is already talking before the owner is in a hurry — accountant on the tax structure, lawyer on the agreement, banker on the buyer's financing, and a sell-side advisor running the actual process so nobody's client ends up negotiating against themselves.

I run sell-side only, by design. No conflict, no representing both sides. When I'm in a deal, your client's interests and mine point the same direction.

If you've got a client who's started saying "someday," I'd value a quiet conversation — long before it's urgent.

Equitas M&A

08/03/2026

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