Episode
Legacy, Liquidity, and the Long Game: What Really Happens After the LOI (Part II), Ep #25
- Podcast
- Buy the Numbers
- Published
- Jul 31, 2025
- Duration seconds
- 2785
- Processing state
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Summary
If you think selling your business is just about getting the highest number, think again. In Part II of my conversation with the all-star team at CLA—Erin Mickels, Mike Britten, and Mike Pohl—we dig into the fine print that can make or break your deal after the handshake. From LOIs to sales price allocations to working capital battles, this is where the real money is won or lost. We start with what seems like a formality—signing the LOI—but as you'll hear, that's often the moment your leverage walks out the door. I've seen it firsthand: missed tax planning, bad rollovers, vague language that bites back later. This episode is all about what to watch for before you sign and how to avoid rookie mistakes that can cost you millions. Then we dive deep into the deal mechanics that trip up even seasoned sellers—working capital disputes, earnout illusions, and how sales price allocations affect what actually ends up in your pocket. If you've never had a deal derailed over working capital, you're lucky. But most sellers? They're not ready for that fight—and it's why deals fall apart at the 11th hour. And once the wire hits your account? That's not the end—it's the start of a whole new challenge. What do you actually do with that liquidity? How do you avoid the tax bomb that comes a year later? How does your risk profile shift when you're no longer a builder, but a steward of capital? If you're serious about getting full value for the company you've spent a lifetime building—this episode is essential listening. You will want to hear this episode if you are interested in... (0:15) Grow your top and bottom-line with CLA (1:54) Structuring employee retention bonuses after a sale (2:55) Why you shouldn't sign an LOI without legal and tax review (11:02) What buyers scrutinize during f…