PRACTITIONER REFERENCE GUIDE · THE EDUCATED BUYER

Business Buyer's Guide

By Philip A. Baratelli, CPA, MBA · Baratelli Institute · Edition 1

THE FOUNDING THESIS

"Harness this pack of advisors and you will gain enormous confidence."

10,000 baby-boomer business owners exit every month. On the other side of those transactions is the person who has spent ten or twenty years dreaming about owning a business and is suddenly sitting across a conference table from a broker who hands them a one-page NDA before they have even discussed the deal. The Business Buyer's Guide changes that dynamic. The educated buyer walks into the broker's office already knowing the SBA-7(a) underwriting math, the §338(h)(10) implications, the working-capital peg mechanics, the QofE workflow, the seller-note structure, and the 100-day plan that decides whether they bought a job or a business. Written for the search-fund operator, the ETA principal, the family-business successor, the individual buyer with a million in capital and a thesis — and for the broker who wants a client-education tool that produces a more competent counterparty across the table.

22chapters

1companion Excel workbook

30+AI prompts inline

$99Coming soon ★ Read a free chapter →

Who this guide is for

The guide is written for the actual professionals who do this work — and the people who serve them. Each section contains material that will be useful to multiple audiences, but the persona-routing table below tells you where to start.

You are…	Start with these chapters
Search-fund principal raising committed capital	Ch 1 The Decade · Ch 3 The Search Period · Ch 4 LOI · Ch 7 SBA-7(a) Underwriting · Ch 11 QofE · Ch 18 Post-Close 100-Day Plan
ETA / self-funded buyer	Ch 2 Capital Sources · Ch 5 Sourcing Channels · Ch 7 SBA-7(a) · Ch 8 Seller Financing · Ch 10 Working Capital Peg · Ch 18 Post-Close
Family-business successor (next-gen taking over)	Ch 1 The Decade · Ch 6 Internal-Sale Mechanics · Ch 9 §6166 Estate Tax Deferral · Ch 16 Hiring & Firing the Inherited Team · Ch 19 The Family Conversation
RIA / CPA serving an individual buyer	Ch 2 Capital Sources · Ch 7 SBA-7(a) · Ch 8 Seller Financing · Ch 11 QofE · Ch 13 Indemnity · Ch 18 Post-Close 100-Day Plan
Sponsor (PE or family office) backing an operator	Ch 1 The Decade · Ch 5 Sourcing Channels · Ch 11 QofE · Ch 13 Indemnity · Ch 17 Working with the Operator · Ch 22 The Three-Year Path to Sale

Page counts are approximate.

PART I — The Buying Decision

1The Search-Fund Decade — Why 2026-2035 Mints a Generation of Owner-Operatorsp1

2Capital Sources — SBA, Self-Funded, ETA, Sponsor-Backed, Search Fundp11

3The Search Period — How to Spend the First Yearp21

4Reading the LOI from the Buy Sidep33

PART II — Sourcing & Diligence

5Sourcing Channels — Brokers, Direct Outreach, Family-Owned Listsp43

6Internal-Sale Mechanics (When the Seller Is Family or Key Employee)p55

7SBA-7(a) Underwriting — What the Lender Actually Looks Atp65

8Seller Financing — Structure, Subordination, Forgiveness Triggersp77

9§6166 / §303 / §2032A — When the Deal Is Estate-Linkedp87

PART III — Closing the Deal

10The Working Capital Peg from the Buy Sidep97

11Quality of Earnings — Reading It, Pushing Back on It, Acting On Itp107

12Asset vs Stock Sale — §338(h)(10) and §336(e) Trade-Offsp119

13Escrow, Indemnity, R&W Insurance — From the Buyer Seatp129

14Closing Day Mechanics — Wires, Bring-Down, Disclosure Schedulesp141

PART IV — The First 100 Days

15Day One — What You Tell the Teamp151

16Hiring, Firing, and Keeping the Inherited Teamp161

17Working with the Sponsor (or Without One)p173

18The 100-Day Operating Planp183

19The Family Conversation — When You Bought a Job, Not a Businessp195

PART V — Year One and Beyond

20Building the Bench in Year Onep203

21The First Add-On — Roll-Up Mechanics for the Owner-Operatorp209

22The Three-Year Path to Re-Sale (When That Was the Plan)p215

Appendices

ASBA-7(a) Lender Directoryp219

BGlossary of Buy-Side Termsp221

CIndex with Page Referencesp223

What's actually in the bundle

1. The reference guide (PDF)

22 chapters + 3 appendices. Searchable, hyperlinked TOC and index. AI prompts inline at section boundaries. Single-user license.

2. The companion Excel workbook (XLSX)

SBA-7(a) underwriting model, seller-financing structure tab, working-capital peg builder, asset-vs-stock decision matrix, §338(h)(10) calculator, and the 100-day operating-plan tracker.

3. SBA-7(a) lender directory

The lenders that actually fund acquisition deals at the $2-30M EBITDA range — by region, by deal-size sweet spot, by speed. The directory is updated annually.

4. The 100-day post-close operating plan template

Day 1 through Day 100, milestone by milestone — what you say to the team, what you measure in the first month, who you fire and when, when you launch the first pricing change. The plan a search-fund operator hands their family before close.

Plus: Free live tools derived from this guide

Free interactive tools at tools.baratelliinstitute.com run the math from the guide on your scenario. No purchase required.

SBA Financing Packet Asset vs Stock Sale Working Capital Peg Mortgage Underwriting (real-estate-backed) Three-Statement Builder DCF Sanity Check

Editorial provenance

The Guide has been compliance-reviewed against IRC §338(h)(10), F-reorg structures, SBA-7(a) lender standards, family-business succession-law conventions, and buy-side QofE practice — the authorities a buy-side committee would actually cite.

Every issue flagged in review has been folded into the text. The guide is in final pre-launch polish.

About the author

Philip A. Baratelli, CPA, MBA — Founder, Baratelli Institute. Ponte Vedra Beach, Florida.

20+ years in operating finance and M&A. The guides in this library are the references he wished existed when he was doing the work.