Buy and Build Advisors

08/29/2026

A seller walks in and says: I've sold the business, this is your new owner.

Whatever he says next, it isn't what gets heard. What every person in that room is actually processing is simpler and more frightening. Everything is changing. I'm probably going to lose my job.

That reaction happens regardless of how carefully the announcement is worded, which is why one announcement was never going to be enough.

What they do about it, in the clip.

08/21/2026

Ask what makes an acquisition work and most people start listing financials.

The answer in this clip is blunter than that: the team is the number one asset of any business. Everything else is downstream of whether the right people are in the right seats, and whether they're still there ninety days after the handover.

Which means the assessment starts well before closing, and the first job afterward isn't improving anything. It's not sinking the ship.

A minute on what actually gets checked first.

08/15/2026

The financials were fine. The buyer was ready. The lender had one requirement: a lease as long as the loan.

The landlord said no. Then kept saying no, including a demand that the seller stay on the hook for the lease long after he'd sold the business and walked away.

Nothing about the business had changed. A third party who wasn't even at the table simply had the power to stall the whole thing, and that power was sitting in a contract signed years earlier.

How that one got unstuck is worth the two minutes.

08/13/2026

Andrew was on NewsRadio 740 KTRH here in Houston, talking about why people stay in jobs they would rather leave.

His answer: "We look at great companies. Their employees stay through culture and purpose and leadership, not just benefits."

We see it on the deal side too. When steady headcount turns out to be people holding onto insurance, that shows up in the offer.

Give it a listen.

08/07/2026

Every business has something in a drawer somebody forgot about. An old contract. A tax question nobody chased. A liability that never made it onto a list.

Diligence is the part where a stranger goes looking for it, on purpose, across your legal, financial, and operational history at once.

There's a good analogy in this clip about what that actually feels like from the buyer's side of the table, and why nobody should take the walk alone.

The analogy is worth 60 seconds.

08/03/2026

Some buyers negotiate the price hard and then get lazy about everything after it.

Small down payment. Seller note they never really pushed for. No holdback. And a quiet assumption that the bank will cover 85 or 90 percent of the whole thing.

It's the easiest version of the deal to sign. It's also the one lenders are most likely to pass on, because the seller has almost nothing riding on whether the business survives the year after closing.

The buyers who get funded tend to be the ones who went to the mat on structure, not just on price.

Watch the clip.

07/22/2026

You shake hands on $12 million. You take home $9 million. The other $3 million? You have to earn it again, after you've handed over the keys.

That's an earnout. Part of your price gets parked on the far side of a target, usually next year's EBITDA, and it only pays if the business hits it.

And by then, the buyer runs the company. They set the overhead. They decide whether to make the sales hire you would have made. Every one of those calls can nudge the EBITDA number, your number, the wrong way.

So the real negotiation was never the headline figure! It's the fine print. How EBITDA gets calculated. What the buyer can and can't do while the clock runs. Whether you get reporting rights or just twelve months of hoping.

A clean earnout has a clear formula, operating covenants, and teeth. A loose one is a promise with nothing behind it.

Where are your earnout questions? Reply and ask."

07/14/2026