In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Ashlyn Gray, a Tax Senior Manager in Redpath's Transaction Advisory Services practice, to discuss Qualified Small Business Stock (QSBS) and why it can play an important role in transaction planning.

QSBS, governed by Section 1202 of the tax code, can allow certain founders and investors to exclude a significant portion of capital gains when selling qualifying stock. While valuation and deal structure often dominate M&A conversations, tax strategy can also have a meaningful impact on the final outcome.

Ashlyn explains how QSBS works, the key requirements to qualify, and why early planning around entity structure and ownership can create opportunities for both buyers and sellers.

In this episode, you'll hear insights on:

• What Qualified Small Business Stock (QSBS) is and how it works

• Key requirements businesses must meet to qualify under Section 1202

• How entity structure can influence future tax outcomes

• How QSBS planning can affect both buyers and sellers in a transaction

• The importance of considering tax strategy early in the deal lifecycle

Listen to the full episode to learn how thoughtful tax planning can help founders, investors, and operators protect more of the value created in a business.

 

In this episode of The Transaction Abstract Podcast, Redpath's Joe Hellman sat down with Rob Cherun, founder and managing partner of Legate Partners, to talk about what ownership really requires and how the search journey shapes better operators and investors.

Drawing from his experience building and scaling a business to nearly 2,000 employees before exiting and returning as an investor, Rob shares how grit, accountability, and hands-on leadership define long-term success far more than credentials or deal structure.

In this episode, you'll hear insights on:

• Why ownership is a long-term commitment, not a shortcut
• What investors really look for beyond resumes and industry experience
• How grit and emotional durability separate strong operators from the rest
• Why the entrepreneur matters as much as the asset in any deal
• How alignment and trust shape better partnerships between operators and investors

Listen to the full episode of The Transaction Abstract Podcast to hear Rob's real-world perspective on search, ownership, investing, and what it truly takes to succeed.

 

In this episode of The Transaction Abstract Podcast, Joe Hellman sat down with Tom Walker, an attorney from Winthrop and Weinstein with over 35 years of ESOP experience, to explore Employee Stock Ownership Plans (ESOPs) as a business exit strategy.

What is an ESOP?

An ESOP is a qualified retirement plan similar to a 401(k), but with two key differences.

First, the primary investment is company stock, and second, it is funded primarily through company contributions rather than employee contributions. As employees work at the company, they accumulate stock in their accounts, allowing them to benefit from the company's success over time.

Walker explains that while an ESOP might not be suitable for every business, it provides a unique transition option for owners approaching retirement who value their company legacy and employee relationships.

Ideal Candidates for an ESOP

Walker suggests the following characteristics for businesses considering this succession planning path:

• Owners approaching retirement (within 5-6 years) who do not want an immediate exit

• Companies with 25+ employees (though exceptions exist)

• Business value exceeding $5 million to offset transaction costs

• Owners who prioritize legacy and employee welfare over maximizing sale price

• Companies with steady growth and positive cash flow

• A strong company culture where employees have contributed significantly to success

While owners typically receive about 90% of what they might get from a third-party sale, the ESOP offers other advantages, including a significantly higher transaction completion rate compared to traditional sales processes.

Valuation and Governance Considerations

One common misconception about ESOPs involves valuation. Walker emphasized that "The ESOP cannot pay more than fair market value," which is determined by a qualified independent appraiser engaged by the ESOP trust. This addresses Department of Labor concerns about potential overvaluation.

For owners transitioning to an ESOP structure, a commitment period is typically required:

• Owners who are actively managing the business usually need to commit to 3-5 years post-sale

• Owners with established management teams might only need to stay 1-2 years to ensure a smooth transition

Despite concerns about governance challenges, Walker noted that when ESOP companies later decide to sell, participant approval votes typically achieve 70-90% support when management makes a compelling case for the transaction.

Tax Benefits and Current Trends

A significant advantage of ESOP structures emerges when the ESOP owns 100% of an S corporation. In this scenario, the company pays no federal income taxes, freeing approximately 35% of earnings that would have gone to the government. This "found money" can help repay acquisition debt and increase company value for ESOP participants.

Walker observes growing interest in ESOPs, particularly as interest rates decrease and baby boomer business owners continue moving toward retirement. While higher interest rates temporarily dampened enthusiasm due to financing challenges, the market appears to be rebounding.

"I think it is a really good tool," Walker concludes. "People have heard all sorts of myths about ESOPs, but if you have a good advisor who can take you through this, that good advisor can help identify and screen out 90% of the not-so-good situations."

Listen to more episodes of The Transaction Abstract Podcast for additional insights on buying and selling businesses.

In this latest episode of The Transaction Abstract, Joe Hellman sits down with Alex Stuart from PGIM Private Capital to discuss current market conditions and transaction trends.

 

Introduction to PGIM Private Capital

PGIM Private Capital, part of Prudential Financial's investment management business, operates across various asset classes including public debt, real estate, and private equity. Their Minneapolis office covers five states—Minnesota, Iowa, Nebraska, and the Dakotas, providing senior debt financing, structured financing, and minority equity investments for businesses across the credit spectrum.

Current Market Conditions and Deal Flow

The current market is experiencing a convergence in transaction multiples, marking a positive shift from the valuation disconnects seen 24 months ago. While seller expectations have moderately adjusted, Stuart notes that deal flow remains selective. 

As Stuart observes, "If the only way you can make the deal work is by getting a rate cut, so you get the cost of financing, I can guarantee you this is not the right deal for you." Private businesses are currently more active in completing transactions compared to public companies, largely due to their ability to make decisive moves without extensive stakeholder consultation.

Deal Characteristics and Financing Trends

Successful transactions in the current market share several key characteristics:

• Direct sourcing through long-term relationships

• Strong cultural alignment between buyers and sellers

• Integration and cost synergy potential

• Emphasis on higher-quality assets

• Increased utilization of junior capital as an alternative to traditional senior debt financing

Quality remains paramount in today's market. "This is not a great market for storied credits. It is going to be higher quality assets, and in those situations, there is plenty of money available on the sidelines," Stuart notes.

Looking Forward

While optimism exists for increased deal activity in 2025, market participants await greater clarity on interest rates, tariffs, and U.S. policy. The financing market remains broad with ample capital available, though accessing it requires the right partnerships and connections. 

When discussing market outlook, Stuart states: "There is a trove of sellers on the sidelines waiting to do something, but the true unleashing requires resolution on both the economic and political fronts."

To hear more about this informative discussion of market trends and transaction insights, listen to the full episode of The Transaction Abstract Podcast. 

 

In this latest episode of the Transaction Abstract Podcast, Joe Hellman explores the crucial differences between private equity and strategic buyers in mergers and acquisitions, providing valuable insights for business owners considering a sale.

Joe is joined by Ben Axelrod, Managing Director at Borgman Capital, bringing over 20 years of M&A experience. Drawing from his extensive background, Axelrod offers a unique perspective on how different buyer types approach acquisitions and what organizations should consider when evaluating their options.

Understanding Strategic vs. Financial Buyers

The M&A landscape features two primary types of buyers, each with distinct approaches:

• Strategic buyers typically operate within the same industry as their acquisition targets, focusing on operational synergies and long-term integration. Their goal is to create value through combined operations, with no predetermined exit timeline.

• Private equity firms represent financial buyers backed by investors seeking returns on their capital. These firms focus on operational improvements, revenue growth, and margin optimization, typically planning for an exit within five to ten years. 

• Axelrod also introduces "quasi-strategic" buyers: private equity-backed operating companies that bridge these approaches by combining industry expertise with financial backing.

Breaking Private Equity Misconceptions

Common private equity misconceptions often stem from highly publicized negative cases, but the reality is different. Axelrod explains how private equity ownership frequently preserves existing operations and supports management teams, particularly in the lower middle market where Borgman Capital operates.

Unlike strategic buyers, who might consolidate facilities due to operational overlap, private equity firms investing in standalone businesses often maintain existing infrastructure and workforces. This approach promotes sustainable growth rather than immediate cost reduction.

The Private Equity Advantage

Private equity firms can move quickly and adapt to different situations. While strategic buyers, especially larger corporations, might be constrained by board meeting schedules and rigid approval processes, private equity firms can often respond quicker to opportunities.

Axelrod highlights how Borgman Capital balances this speed with thorough due diligence, ensuring both efficient execution and proper evaluation. The firm can deploy resources quickly while maintaining its commitment to careful analysis.

Looking to the Future

The approaching "Great Wealth Transfer" can be beneficial for M&A transactions. As baby boomer business owners prepare for transition, private equity firms are offering more sophisticated approaches that address both financial and operational considerations.

Whether choosing a strategic or financial buyer, owners should find a forward-looking partner whose approach aligns with the organization's objectives. To hear more insights from this informative discussion about the evolving landscape of private equity and strategic acquisitions, listen to the full episode of the Transaction Abstract Podcast.

 

In this latest episode of the Transaction Abstract Podcast, Joe Hellman dives into the intersection of wealth management and mergers and acquisitions.

Joe is joined by Craig Kleis and Bob Dietz from Bernstein Private Wealth Management to explore how succession planning and wealth strategies can impact post-transaction outcomes. From pre-transaction preparation to navigating life post-sale, Kleis and Dietz offer valuable insights for business owners looking to safeguard their personal and financial future.

Why Succession Planning and Wealth Management Matter

Succession planning goes beyond readying a business for sale—it's about securing the owner's financial future. Kleis highlights the importance of personal financial planning, while Dietz emphasizes how tax and estate planning can maximize after-tax wealth, making succession planning an essential part of M&A.

The Importance of Pre-Transaction Planning

Preparation is key—even when a transaction isn't imminent. Dietz stresses steps like determining lifestyle-based "core capital," optimizing tax structures, and aligning the business for sale to achieve better outcomes. Early planning offers clarity and confidence when it matters most.

Managing the Transaction Process

During a transaction, all parties must stay focused on the big picture. Kleis and Dietz share practical examples of how understanding deal structures and tax implications can make a significant difference in the M&A process.

Life After the Sale

Transitioning from business ownership to personal wealth management can be daunting. Kleis and Dietz provide strategies for risk management and aligning investments with long-term goals to help owners adjust to their new financial reality.

Both guests agree: early engagement in wealth management provides flexibility and better outcomes, ensuring both the business and owner are prepared for the future.

To hear more insights from this engaging discussion, listen to the full episode of the Transaction Abstract Podcast.

In this episode of The Transaction Abstract podcast, Joe Hellman of Redpath and Company welcomes Kiel Larsen of Bridgeway Partners to discuss how strategic acquisitions and operational improvements can drive growth in fragmented industries. 

The conversation highlights the potential of roll-up strategies for creating value, building a sustainable operational foundation, and fostering growth.

Setting the Stage: The Power of Roll-up Strategies

Bridgeway Partners, a middle-market investment firm, specializes in roll-up strategies, acquiring and uniting businesses within niche markets under a single platform. Their investment in Clarity Salt exemplifies this approach. Clarity Salt started as a single distributor, Davis Wholesale Supply, and expanded into a cohesive network of salt distribution companies, demonstrating how consolidation can increase efficiency and market strength.

Building a Scalable Foundation

For Bridgeway Partners, building a scalable infrastructure was key to successful integration. Early investments in cloud-based ERP systems and additional management roles enabled Clarity Salt to operate more effectively and support future acquisitions. This structured foundation allowed Bridgeway to rapidly grow Clarity Salt's footprint across the Midwest and East Coast.

Balancing Integration with Autonomy

Bridgeway's approach emphasizes balancing integration with the autonomy of each acquired company. Initially, Bridgeway closely supports each new addition to ensure smooth integration. Over time, they transition to a more advisory role, allowing each company to retain its unique strengths while benefiting from the resources and scale of the larger platform.

Insights for Business Owners 

This episode highlights the advantages of consolidation for owners of smaller businesses in fragmented markets. By partnering with firms that bring both capital and operational expertise, owners can achieve growth that might not be feasible independently. Bridgeway's model showcases the importance of finding the right partner who aligns with the vision for growth and sustainability.

Anders Olson, director at Hennepin Partners, joined The Transaction Abstract podcast host, Joe Hellman of Redpath and Company, to explore the key aspects of technology mergers and acquisitions (M&A), particularly in the software sector. As they delve into the topic, they emphasize the growing relevance of software and the specific factors that make it a highly sought-after asset in today's market.

Olson explains that software has become pervasive, powering everything from our phones to toothbrushes. A quote by venture capitalist Marc Andreessen is highlighted: "Software is eating the world," illustrating software's increasing ubiquity and mission-critical nature across industries.
Hellman and Olson then shift the focus to software in M&A transactions, emphasizing that software businesses are often valued for their recurring revenue models rather than their profitability. Olson underscores that software is generally more resilient during economic downturns because businesses rely heavily on it for their day-to-day operations. This makes software assets particularly attractive to investors and companies looking to grow through acquisition.

Olson goes on to detail the top metrics investors focus on when evaluating a software company. Among the key performance indicators (KPIs) are:

1. Annual Recurring Revenue (ARR) and Monthly Recurring Revenue (MRR): These metrics are crucial for determining the predictability of future revenue. They highlight the subscription-based model of most software companies, which makes their income streams more stable.
2. Retention Rates and Churn: Investors look closely at how well a software company retains its customers. Tracking both customer churn (logo retention) and dollar retention (the amount of money retained from existing customers) is vital in understanding the company's long-term revenue potential.
3. Customer Acquisition Costs (CAC) and Lifetime Value (LTV): These KPIs reflect the cost of acquiring a customer and how much revenue that customer is expected to generate over their relationship with the company. A favorable ratio between CAC and LTV is critical for growth.
4. Net Promoter Score (NPS): This qualitative measure reflects customer satisfaction and loyalty by surveying how likely customers are to recommend the product to others.

A particularly important metric in software M&A is the Rule of 40, which combines revenue growth and profit margins (EBITDA). A company meets the Rule of 40 if its growth rate and profit margins add up to at least 40%. This metric has become a standard for evaluating the balance between growth and profitability in software businesses. Olson mentions that in recent years, buyers have shown a preference for companies that achieve a balance of at least 10% revenue growth and healthy profit margins, though higher growth rates were favored pre-COVID.

The conversation also touches on the importance of preparing for a liquidity event, whether a company is aiming for a sale or seeking external funding. Olson advises business owners to start tracking KPIs early, even if they don't plan on selling immediately. Having strong organizational processes in place and a clear growth roadmap is essential for maximizing valuation when the time comes.

In the latter part of the podcast, Olson discusses current trends in software valuations. Despite recent market fluctuations, software remains a resilient and highly valued sector. Premium software assets with strong recurring revenue streams can still command double-digit ARR multiples, although valuations have slightly moderated from the post-COVID surge. For businesses with lower growth but strong profitability, buyers might shift their focus from ARR to EBITDA multiples, underscoring the importance of a balanced financial profile.

Overall, the episode offers a deep dive into the critical metrics and strategies that drive successful software M&A transactions, providing both business owners and advisors with actionable insights on preparing for and navigating this complex landscape.

Maggie Tatton, partner in Ballard Spahr's Mergers and Acquisitions practice group and leader of the firm's Private Equity M&A practice, joined Joe Hellman, Redpath and Company partner and host of The Transaction Abstract, to discuss the many hats an M&A attorney might wear in the deal process—and how their specialized insights can impact the transaction process and outcome. 

Maggie and Joe discuss:

• The importance of involving an M&A attorney early in the transaction process.
• The difference between general counsel and M&A attorneys.
• The multiple roles and responsibilities of an M&A attorney.
• The wide breadth of knowledge the M&A attorney must possess including, but not limited to:
  • Employment law.
  • Real estate law.
  • Estate planning.
  • Data privacy.
• Collaboration and project management with other advisors, such as investment bankers.
• Working relationships with opposing counsel.
• What issues and challenges cause a deal to slow down or kill the deal all-together.
• Staying on top of trends and courts cases that greatly impact transactions.

Spencer Gerberding joined Joe Hellman, host of The Transaction Abstract and partner at Redpath and Company, to talk about his personal experience—and what he learned—going through an M&A transaction process with his extended family and their business. 

Like many individuals going through a transaction for the first time, Spencer had limited knowledge of the process and what it would demand from him—from estate planning considerations to assembling a team of advisors to navigating family dynamics over the course of 3-4 months. 

In Spencer's case, there was an offer to buy on the table prior to his involvement, and working with an investment bank was not an option that he and his family entertained at the time due to the transparency of the process from both the buyers and sellers. Fortunately for all parties, the transaction terms remained consistent throughout the deal process—which is not always the case. However, they still had to move fast to due to unforeseen circumstances and ultimately had to make many decisions on the fly.

Find out what they learned from the process, what they would have done differently, and how they overcame the challenges of bringing the transaction to a successful close.

Kevin Bibelhausen, Principal at Fruition Capital, joined host Joe Hellman, Partner at Redpath and Company, on The Transaction Abstract podcast.

On this episode, Kevin and Joe discuss the "self-funded" transaction, what that means, what does that process look like, and why self-funding could be a viable option for business owners—or self-funded searchers—looking to acquire other businesses.

According to Bibelhausen, self-funding really means that the self-funded searcher doesn't raise a salary. They pay for their own search, they incur all the costs of the deal, they have savings they most likely will need to live off of, and they have a job to maintain. Self-funded transactions are typically done with very little equity and a higher percentage of debt. Many times, the debt is financed through an SBA loan and associated programs. 

This is a "bet on yourself" transaction with the self-funded searcher taking out a personal guaranteed loan. Through the transaction, the searcher becomes the owner—a majority owner—not just the CEO. The searcher may keep upwards of 80% of the business versus a minority share in a traditional transaction.

About Fruition Capital: Fruition Capital is a firm dedicated to working with entrepreneurs to acquire stable operating businesses as their owners retire. Kevin is also the Managing Partner of Black Sail Strategies, a private investment firm focused on acquiring SMBs in the Southeastern region of the US.

Ryan Miske, Partner at Faegre Drinker and chair of the law firm's private equity practice, joined The Transaction Abstract to discuss the state of the 2024 M&A market. 

Ryan and Joe cover what has happened over the past year along with M&A characteristics and market trends in 2024, including:

• Buyer and seller leverage
• Transaction financing
• Process timelines (including diligence)
• Antitrust regulation
• Reps and warranties insurance
• Seller reps
• Noncompete agreements in buying and selling a business

If you have questions about this podcast or the M&A transaction process, contact a Redpath and Company advisor here.

In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Lee Koury, Managing Director at Smart Business Network, to talk about the role networking really plays in M&A and business transitions.

Drawing from decades of experience building relationships with founders, CEOs, and investors, Lee shares how trust, transparency, and long-term connection shape better outcomes... often long before a deal is ever discussed.

In this episode, you'll hear insights on:

• Why the strongest M&A outcomes are built on relationships, not transactions
• How long-term networking creates trust that carries deals through pressure points
• The role transparency plays in attracting the right buyers, partners, and advisors
• Why peer networks and shared learning environments lead to smarter decisions
• How founders can approach networking without forcing the "deal conversation"

Listen to the full episode of The Transaction Abstract Podcast to hear Lee's real-world perspectives on networking that matters, relationship-first leadership, and why playing the long game leads to better deals.

 Sam Van Hon, CFO of PACK Private Capital, joined the Transaction Abstract podcast to discuss his experiences and lessons learned through the buy-side transaction process. 

Van Hon describes PACK Private Capital as a multi-family office with 16 partners and an "evergreen model" (holding acquisitions in perpetuity to grow and deliver shareholder value) that maintains a large focus in the construction industry.

He discusses his organizations approach to:

• Identifying targets
• Process takeaways
• Expectations while engaging in a buy-side transaction process.

There are countless matters to consider when preparing to sell your business—one of which is your supply chain. 

In this episode of The Transaction Abstract, Rob Kress, CEO of Waypost Advisors, joined Joe Hellman, partner at Redpath and Company, to discuss opportunities to shore up supply chain challenges or concerns to maximize the value of your business—or make your business more attractive—when searching for buyers.

Rob points out that there are a few main focus areas—low-hanging fruit—that provide significant opportunity to improve cash flow prior to sale.

• SLOB (slow-moving, obsolete) inventory
• Eliminating backlogs
• De-risking your supply chain and diversifying key supplier concentration
• Implementing strategic sourcing to drive cost reductions

In addition, Rob stresses that you need to understand your KPIs to identify where to focus for greatest impact—and always have a continuous improvement mindset. Just because you've always done it one way, doesn't mean you should rest on your laurels and never consider new ideas or new ways of doing things.

Finally, don't underestimate how much time some of this takes. If you really want to prepare for sale and implement new ideas and improvements to effectively improve your cash flow and attractiveness, you cannot start right before you go to market. Be proactive and plan ahead!

Mike Hirschberg, Director at Northborne Partners, joined Joe Hellman, Partner at Redpath and Company, to reflect on 2023 M&A activity and discuss the current state of the marketplace for low to middle market organizations. 

2023 finished the year as a tale of two time periods. The first part of the year provided a bit of market turmoil (including the failing of some major banks). Deal flow slowed and venture and private equity activity dried up, according to Hirschberg.

But the M&A market was resilient in spite of high interest rates, allowing industry experts to look to 2024 with some confidence. Many think that 2024 will be an active year, but how does our guest feel about the potential performance of 2024?

Listen to the podcast as Mike and Joe discuss:

• Performance of different asset types (A, B, and C)
• Leverage in the market
• Timing of diligence activity
• Strategic deal activity
• Amount of uncertainty going into 2024
• Industry-specific M&A activity
• Sustainability of company performance, recession risk, and market timing
• Legal and regulatory insights
• Valuations
• Impact of sunsetting tax provisions

Every company has a story that details how their innovative product or service idea came to be. That story typically includes how they were founded, how they grew and expanded, and how they matured into the organization they are today. That story may encompass a journey that started over one hundred years ago—or it could be the newest startup that began with a fledgling idea less than a few years prior. 

But what type of story does your company's data tell? Do you even have the data? If so, do you have access to it? And what role does that data play in today's M&A market? 

The story your company's data tells is almost more important than the historical record that you might have documented in a book, a brochure, or perhaps in a digital document on your laptop.  So how do you leverage it as part of an M&A transaction?

Aaron Yentz,  Vice President at Blue Ops Partners, joined Joe Hellman, partner at Redpath and Company, to discuss the role that data analytics plays in helping deal teams, management teams, private equity, and investment bankers make the most of data during the sale process and to maximize value for their clients.

 

Assessing Data Quality: "Garbage In, Garbage Out!"

The quality of your company's data relies on a myriad of factors including what systems you're leveraging, how the data gets entered, and how often it gets updated. But what's certain is that the quality of data is greatly affected by whether or not you have well-established processes and systems for collecting and entering the data you do gather. 

Factors the contribute to less-than-optimal data quality include:

• Data that's entered manually or multiple times in multiple systems
• Non-user friendly systems that do not get used which results in missing or incomplete data
• Lack of access to an older/previous ERP system and/or a system transition (could be a case that results from the company engaging in a recent add-on acquisition)

 

What About "Unusable" Data or "Missing" Data?

It's not often that a company's data is truly unusable or missing. In many instances, "missing" data might be due to assumptions that it does not exist because there are no KPI's established that would leverage specific data sets. Typically, this assumption exists because the data was never looked for in the first place or pulled out and used as a measurement tool—and therefore leadership assumes the data is nonexistent. 

Even data considered "unusable" may just need a little more work to mine the information that is there. Even incomplete data can help tell a story and highlight what's going on in the business. It might just take a little more work to extract those specific nuggets that management can speak to in the transaction process.

How Do Companies Get at KPIs Within the Data Set?

If management doesn't have the time, resources, or data to invest in integration or dashboard creation, the organization helping mine the data will focus on the "nice to have" KPIs. This includes leveraging the input of other transaction advisors (such as bankers) to understand what buyers are paying the most attention to and to get at KPIs that matter most for the business or industry. 

Sometimes the process includes taking data from different systems and marrying them together to normalize the data set. But no system is perfect and there are typically always gaps in data. The goal when extracting data is to add structure to the data and provide explanations to ensure the analytics are still meaningful.

 

Be Ready for the Data Request

It's getting more and more common for more granular data to be requested, especially on the buy-side. Teams should be prepared for those requests by addressing them effectively and in a timely manner—which can help give more comfort to the buyer. 

 

Final Thoughts From Aaron Yentz:

• Understand the value that data can have on the sell side.
• Tools and technology to leverage data will become more efficient and cost-effective and they will continue to make their way to the lower end of the middle market. Leadership teams will no longer have a reason to not be prepared to leverage data and analytics to tell their company's story in a transaction. 

There are a myriad of factors that ultimately influence the sale price of a business in a transaction. By properly addressing those factors prior to going to market, sellers can eliminate surprises and work toward commanding a more favorable purchase price. 

For manufacturers and distributors, one area that may be overlooked prior to engaging in a transaction might be their supply chain—including raw materials and/or product inventory. By addressing supply chain challenges early, along with any inventory issues that may negatively impact cash flow and/or revenue, sellers have a better opportunity to correct any issues and communicate the best story regarding the state of their business to interested buyers. 

Rob Kress, CEO of Waypost Advisors, joined Joe Hellman, partner at Redpath and Company, to discuss the impact of a company's supply chain on revenue and cash flow—and what business leaders can do to improve their current state prior to a transaction. 

Rob advises clients to consider three key areas or concepts to address supply chain and inventory challenges in order to be better prepared to go to market with their businesses.

1. You need to have an effective planning and communication process from sales to operations to procurement. Alleviate the tension and difficult conversations between these functional areas of the business by improving communication channels and planning processes.
2. Effective tools in place to measure KPIs and perform supply chain and inventory analyses—starting with your ERP system. This includes training your team regarding what to look for in the data and metrics. Capture efficiencies through the proper use of your systems—or get the right systems in place (i.e., software vs. Excel spreadsheets).
3. Be in a constant state of improvement to get yourself out of your supply chain issues to improve cash flow. 

Companies have not "de-risked" their supply chains post-pandemic. One of the ways to do this is to diversify their supply chain by looking at where materials and products are sourced. But they need to also balance de-risking their supply chain with the potential cost impacts of doing so.

Rob encourages businesses to see what else is out there for suppliers and ways to make supply chain improvements. Don't be satisfied with the status quo. Your competition is most likely already doing these things and you need to ensure you can keep up—and surpass them. 

Waypost Advisors is an end-to-end supply chain consulting firm serving middle-market clients. Visit https://waypostadvisors.com/ for more information.

A critical question in any M&A transaction is what will be your branding going forward? And how can you tell your story to get employees and customers on board with that? There are opportunities here, but also some potential pitfalls. In this episode of The Transaction Abstract podcast, Joe Hellman and Lauren Tannenbaum, Senior Vice President and Group Lead at Joe Smith, discuss some valuable insights surrounding brand strategy and post-acquisition migrations.

Communications cannot be an afterthought in M&A transactions. There are many risks to navigate. Listen to the latest episode of The Transaction Abstract podcast, where host Joe Hellman talks with David Heinsch, Senior VP at Padilla, on why it is important to get your communications people involved early on and what things they should focus on.

As a follow-up to the last episode of The Transaction Abstract podcast, Joe Hellman and Julie Keyes discuss the business readiness process in M&A transactions and how that differs from owner readiness.

Every business owner wants to get the best possible deal when they decide to sell their company, but the deal should be good for them personally as well as financially. Joe Hellman invited Julie Keyes founder of KeyeStrategies to The Transaction Abstract podcast to discuss the role of exit planning in M&A transactions.

When we talk about mergers and acquisitions, we tend to focus on financials and physical assets. But what about the company's technology assets—and all that valuable data? What do sellers and buyers need to consider within this critical area? Host Joe Hellman dove into this important topic recently with guest Donald Raleigh, on The Transaction Abstract podcast.

In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Nonye Thompson, Managing Director in Redpath's Transaction Advisory Services practice, to break down one of the most important, and often misunderstood, components of the deal process: the Quality of Earnings (QoE). 

Drawing from years of experience leading buy-side and sell-side diligence engagements for transactions ranging from $5 million to over $1 billion, Nonye explains what a QoE actually is, why it matters, and how it helps both buyers and sellers make smarter, more confident decisions.

While many first-time buyers focus on net income or cash flow, EBITDA is the most common metric used in M&A. As Nonye explains, what really matters is the reliability and sustainability of those earnings, and that's exactly what a QoE uncovers.

A QoE evaluates whether EBITDA is:

• Reported correctly (cash vs. accrual)
• Driven by recurring operational activity rather than one-time events
• A true reflection of ongoing business performance

The goal is to understand whether the profit is real, repeatable, and transparent. It's not just about how much EBITDA a company generates. It's about how the EBITDA is created.

Listen to the full episode of The Transaction Abstract Podcast to hear Nonye Thompson and Joe Hellman share more real-world examples and insights into how QoEs shape better, smarter transactions.

In this episode, Joe Hellman asks Doug Pudvah to discuss his perspective on commercial lending in today's M&A environment. Pudvah speaks based on his lengthy experience in business finance, including M&A transactions.

In this episode, Joe Hellman speaks with Taylor Hanson about managing expectations, specifically during proprietary deals. A proprietary transaction is when a specific buyer is given the first opportunity to purchase a company without a broader auction process.

In this episode, Joe Hellman, host of The Transaction Abstract Podcast, speaks with Anna Sabiston, Senior Vice President at Prudential Private Capital, about current economic events and their implications for M&A investment.

In this episode of The Transaction Abstract, Michael Hubsmith of True North M&A joined John Gauger from Honour Capital for a wide-ranging discussion of purpose-driven financing–the art of understanding the true needs of sellers and buyers to structure an M&A deal that best fits everyone's goals.

In this episode, Redpath's Joe Hellman speaks with Steve Halverson to evaluate the factors that get weighed heavily in almost any M&A transaction.

In this episode, Redpath's Joe Hellman recently explored the legal side of M&A with Ryan Miske, a partner at Faegre Drinker. Ryan's focus as an M&A attorney is on deals that range from $1 million to more than $1 billion.

In this episode, learn how Yukon Partners evaluates companies and structures deals as well as what it recommends your business does to get the attention of investors.

In this episode Paul Moffatt, Director of Business Development at Encore One, LLC talks more about their bespoke approach and why it appeals to certain sellers.

In this episode, Redpath's Joe Hellman speaks with Jake Fishman from Madeira Partners, who specializes in supporting closely held businesses as they go to market, on advice for selling a family business. From Redpath and Company, a 100% employee-owned CPA firm https://www.redpathcpas.com/

In this episode, Joe Hellman speaks with Linda Bagley of Merative and Kory Boyer of Redpath to understand why integration matters and when to start planning for it during the M&A process.

In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Dan Hennessey, the newly appointed CEO of Sam Schwartz Pedestrian Traffic Management Services, Inc. 

Dan is a former M&A professional who successfully completed his own Entrepreneurship Through Acquisition (ETA) search. Drawing from years of deal experience on both the banking and private equity side, and now as an operator, Dan shares practical insights on everything from sourcing a business and building credibility to navigating financing and preparing yourself to step into ownership.

For Dan, the path didn't begin in the boardroom; it started years earlier with advice from his father and grandfather about the freedom and fulfillment that come from owning a business. After a decade in finance, investment banking, and private equity, Dan reached a crossroads: continue pursuing the traditional PE track, or take a more entrepreneurial route to build a career and a life on his own terms.

He found himself asking, "Do you continue to go down the finance path, where you try to rise the ranks of a pretty difficult world of private equity and investment banking? Or, do you go down the other route, where you have something more fulfilling? Maybe with a little less upside, but a higher likelihood of a positive outcome, controlling your own destiny with your personal life?"

Listen to the full episode of The Transaction Abstract Podcast to hear more of Dan Hennessey's firsthand experience, lessons learned, and advice for future ETA entrepreneurs.

 

In this episode, Joe Hellman talks with Emma Gergen of Carlson Private Capital to learn more about how family offices differ from traditional private equity partners.

In this episode, Joe Hellman speaks with Joe Housman, Vice President of Business Development at Brown and Brown Insurance in Minneapolis, to discuss reps and warranties insurance. From Redpath and Company, a 100% employee owned CPA firm Redpathcpas.com/

In this episode learn how to prepare for a sale from the buyers perspective. From Redpath and Company, a 100% employee-owned CPA firm Redpathcpas.com/

In this episode of The Transaction Abstract, Joe Hellman got the inside story from Reed Robinson of Groove Capital, whose firm provides angel investor and venture capitalist funds to emerging businesses throughout Minnesota. From Redpath and Company, a 100% employee-owned CPA firm redpathcpas.com

In this episode of The Transaction Abstract, Joe Hellman talked with Chad Nibbelink, a long-time corporate development officer in the Twin Cities with experience across multiple industries, types of deals, and deal sizes. Chad offers insights on strategic versus financial deals, corporate development's role in ensuring a smooth transaction, and the post-close integration process. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

Entrepreneurs need to be careful to approach their business sale in a way that maximizes their return. The process is complex and can be difficult to navigate for the first time. Recently, Joe Hellman sat down with investment banker Sam Matlin, an M&A advisor with Capstone Partners, on The Transaction Abstract podcast to discuss common issues and how to avoid them when selling a business. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

In a recent episode of The Transaction Abstract, Joe Hellman welcomed Adam Letson, Principal at TT Capital Partners. Adam specializes in deal sourcing, transaction execution, and portfolio management for TT Capital Partners, which focuses on the healthcare industry. Listen to the episode for Adam's insights on how his team finds opportunities, how that's changed over the years, and how strategic proprietary deals can help a business grow.

In this episode of The Transaction Abstract, Joe Hellman sits down with Tom DeMinico, Director of the Middle Market M&A Advisory Group with Bank of Montreal (BMO). Tom has more than 12 years of experience advising clients on M&A and capital raise transactions. He joined Joe to provide his insights on capital raising–the best way to do it and potential roadblocks to watch out for. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

How has the pandemic affected M&A? Adam Webb from Quazar Business Brokers joins Joe Hellman from Redpath Company for the Transaction Abstract podcast to explain what has happened and what the future may hold. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

How lawyers play a critical role in mergers and acquisitions (M&A). Helping with documents, taxes, and finalizing transaction language. In this episode of The Transaction Abstract, Joe spoke to Mike Kuhn, a partner at Ballard Spahr LLP. Ballard Spahr represents companies and private equity funds during M&A. The firm operates fifteen offices across the U.S., including in Los Angeles, New York, Philadelphia, and Washington, DC. Listen to this episode for insights on the importance of legal counsel, differences between attorneys and investment bankers, tax liabilities, and more. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

In the latest episode of the Transaction Abstract podcast, host Joe Hellman, Transaction Advisory Services Practice Lead at Redpath and Company, sits down with Kim Lowe, a founding partner at Avisen Legal, to unravel the complexities of buying and selling businesses. 

Drawing from nearly 30 years of experience, Kim shares frontline insights from both the legal buy-side and sell-side of transactions, exploring the challenges that arise when business owners or their advisors are unprepared for the intricate process of a business sale.

Joe and Kim discuss common issues that can slow down or derail deals, from complications in workforce transfer and due diligence disclosures to navigating family dynamics and minority shareholder disputes. The episode provides best practices for sellers to prepare early, highlights how expert legal and advisory guidance can streamline transactions, and underscores the importance of honest communication throughout the process. 

Whether you're a serial acquirer, first-time seller, or trusted advisor, this conversation is packed with real-world examples and essential advice to help you anticipate and overcome the hurdles of business succession and ownership transfer.

The Small Business Administration (SBA) is a federal agency that offers a variety of funding programs. In a recent episode of The Transaction Abstract, Joe Hellman spoke with Adam Webb, Managing Director of Quazar Business Brokerage, to explain the differences between conventional financing and SBA financing for acquisitions. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

When entrepreneurs look at their first merger or acquisition, they often think financing revolves around banks. While banks can play a role, there are alternative options for strategic funding that may be more suitable. Listen to this week's episode to learn more about types of debt financing available for mergers and acquisitions and what senior leaders should know about strategic funding. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

To execute a high-multiple sale for any business, you need the right buyer. Finding that buyer is a challenge in any economy, but it has gotten more complex during the pandemic. The right buyer can help you achieve the goals you have for an exit by maximizing value and ensuring the best interests of the business are carried forward. Today, more businesses are receiving unsolicited offers from potential acquirers with money they need to put to work. While this might seem to be an ideal scenario, it is still important to complete your due diligence. In this episode of The Transaction Abstract, Joe Hellman, talks with Joel Fisher, Partner at Franklin Partners, to talk about the different types of buyers and what to look out for. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/

As a business owner, entering into a sell transaction can be a bit overwhelming. Now imagine you are getting to the doorstep, days or weeks away from closing, and the buyer notifies you that they are not going to pay as much money as you initially agreed to. You may ask yourself, "Can they do that?" or "Why would they do that?" The short answer is, they can try. It is called a retrade. During today's episode of The Transaction Abstract, Redpath's Joe Hellman talks with Mo Gharib, partner at Vermillion Capital, about the perils of a retrade and how to avoid them. From Redpath and Company, a 100% employee-owned CPA firm. redpathcpas.com/