Key M&A Realities Every Seller Should Know

Claudia Luquerna

Hey everyone, welcome back to another episode of Transitions with Ramzi and Claudia. Today, we're diving right into the big stuff—those realities about selling your business that, honestly, most people don't hear upfront. And I think, Ramzi, we hear this all the time, there are so many misconceptions about how M&A really works.

Ramzi Daklouche

Yeah, it's wild, right? I mean, I can't tell you how many times I've had a seller sit across from me, relieved after they’ve signed the LOI—as if it’s all over. I get it, they want to celebrate, but uh, the truth is, that LOI, the Letter of Intent, that's just the kickoff. You're not at the finish line, you're barely out of the locker room, if I can put it like that.

Claudia Luquerna

Exactly! And so many sellers feel like once that LOI is signed, everything is locked in place. But...that’s just not the reality. So much of the negotiation still needs to happen. During due diligence, things pop up—employee contracts, differences in inventory, liabilities you didn’t even think about. All these things can completely change the terms you thought you had.

Ramzi Daklouche

Yeah, I had a client not too long ago who went through this exact thing. They signed what looked like a great LOI, everyone was smiling. But once due diligence started, a couple of big issues—related to real estate leases and outstanding tax stuff—came out. We ended up back at the table, renegotiating contract points I swear we already had nailed down. It's a good reminder, like, don’t take a victory lap until the ink's dry on the final agreement. The LOI's just a handshake.

Claudia Luquerna

Totally. And honestly, even when both sides want the deal to work, there are going to be curveballs. It’s just how these deals go. I always say—keep your expectations flexible, expect more negotiation, and don’t stop asking questions just because there’s a fancy letter with signatures on it.

Ramzi Daklouche

Let’s talk about one of the things that trips up a lot of sellers—debt. I feel like there’s this idea out there, maybe it’s wishful thinking, that you can just wish away your business’s liabilities. You sign a deal and, poof, no more old debts. But, like, most buyers aren’t waving a magic wand. Sometimes the debt is part of the deal, whether you like it or not.

Claudia Luquerna

It's true. I think people really underestimate how sticky that debt can be. I mean, it’s not always negotiable. In fact, in a fair number of deals, buyers expect to take on some or all of those obligations. And that’s why due diligence—real, honest, uncomfortable due diligence—is so vital. If you’re glossing over what’s owed, you’re setting yourself up for headaches later.

Ramzi Daklouche

Absolutely. And here’s the thing, offers aren’t always as solid as they seem. I always say—just because someone shows up in a nice suit, with a strong-looking number on paper, doesn’t mean they can, you know, back it up. Due diligence goes both ways. You gotta look at the buyer, too.

Claudia Luquerna

Right. That reminds me of a client from a few years back. She was so excited—she got what seemed like a fantastic offer from this really impressive-sounding buyer. They said all the right things, painted a beautiful picture. But once we started digging, there just...wasn’t any financing. Nothing solid to support the offer. In the end, she had to walk away, and it was a huge letdown. If we hadn’t double-checked everything, she might’ve wasted even more time, or wound up in real trouble.

Ramzi Daklouche

Yeah, it’s better to take a little more time up front to verify financials, than scramble after something falls apart. Don’t take any offer at face value—always, always make sure there’s something backing it up.

Claudia Luquerna

And if you’re a seller, it’s not just about getting the highest number—it’s about making sure the deal actually closes, and doesn’t come back to bite you. There’s no shortcut here; a serious buyer expects transparency, and a smart seller insists on it too.

Claudia Luquerna

Let’s dig into one of my, uh, maybe not favorite—because that sounds too cheery—but most important topics: why it’s so risky to try to sell your business solo. I’ve seen owners think, “Oh, I know my business better than anyone; how hard could it be?” But there’s just so much that can go sideways without a professional team backing you up.

Ramzi Daklouche

For sure. I mean, look—sometimes owners want to save on fees and just roll up their sleeves. But at what cost? I once worked with an owner—before he came to us, actually—trying to negotiate directly with the buyer and their lawyer. It nearly blew up. Too many blind spots, too many things slipping through. Once we got an experienced attorney and our team involved, we completely reworked the terms. That added a significant bump in value right there. I think it was, like, close to 20%, which isn’t unusual, honestly.

Claudia Luquerna

Oh, absolutely. And beyond just the value, having the right advisors lets you focus on actually running your business through the deal. That’s huge. I mean, who’s keeping revenue steady, who’s looking after your people, if you’re buried in negotiations and paperwork?

Ramzi Daklouche

Exactly, and it goes beyond brokers, right? The M&A attorney, the banker—they all see things from their own angles. It’s a whole safety net. They’ll catch stuff you didn’t even know to look for, and honestly, they make sure you don’t sign something you’ll regret later on.

Claudia Luquerna

So, the takeaway is: assemble your team early and lean on their experience. It’s not about giving up control; it’s about protecting what you’ve built, and putting yourself in the best position to negotiate, calmly and confidently. Trying to wing it solo? I wouldn’t wish that stress on anybody.

Ramzi Daklouche

Alright, so let’s say you’ve got a great deal lined up, negotiations are handled, you’ve got a stellar advisory team. Now, there’s that final—but absolutely crucial—stretch: closing, and what comes right after. Claudia, I feel like this is the part that sneaks up on people.

Claudia Luquerna

Yeah, totally. Because by this point, people are tired, maybe even a little bit on autopilot, but this is where the details matter the most. I’m a big fan of checklists—I'm talking about a comprehensive one. Everything from contractual obligations, final documents, to all the odds and ends that can get missed if you aren’t methodical. If you close and something’s incomplete—whew, it can haunt you.

Ramzi Daklouche

And that transition plan, too—I mean, you don’t want to just hand over the keys and wish the new owners good luck. There’s communication involved: letting clients and employees know what’s happening, making sure you’ve got key people staying through the handover, and, uh, helping maintain those important relationships. That stability can make or break how the business does after the sale.

Claudia Luquerna

Exactly. And planning for post-closing support—like, actually being available for training or consultation—makes a huge difference. If you can commit to that, even for a few months, it reassures the buyers and really helps protect the value of the business you spent all those years building.

Ramzi Daklouche

I always say—don’t think of closing as the finish line, think of it as a key transition. With the right prep, the new owners have the best shot at success, and your legacy remains strong. That’s what it’s all about.

Claudia Luquerna

Well, that wraps up today’s episode on the real deal—or, uh, the real realities—of selling your business. If you’re thinking about a transition, keep these in mind and reach out to a professional sooner than later. Ramzi, thanks for digging in with me.

Ramzi Daklouche

Always a pleasure, Claudia. And, uh, thanks to everyone listening. We’ll be back soon—new stories, new lessons, same goal: helping you make confident transitions. Take care!

Claudia Luquerna

Bye, everyone. Stay well!