Andy and Doug celebrate the podcast's 200th episode while reviewing four years of growth and key lessons from 2025. They discuss firm milestones—new offices, expanded advisor team, over 100 deals closed—and operational improvements like professional CIMs, a refreshed website, and a disciplined approach to pricing and buyer qualification.

The episode covers industries that performed well (HVAC, electrical, residential services, healthcare, manufacturing), lender financing strategies, how Apex maintains a high close rate, the growing role of AI, and advice for new brokers.

Andy and Doug walk listeners through a real-world 30+ page Letter of Intent, explaining the sell-side advisor’s role and the practical steps sellers should take when an LOI arrives. They discuss how to spot deal structure and financing terms, what to expect in due diligence, and when to involve attorneys.

Topics covered include purchase price and structure, seller financing and preferred equity, earnouts, working capital adjustments, retrade risks, timelines for diligence and closing, access to employees, confidentiality and non-solicitation provisions, and the interplay between employment agreements and non-competes.

Andy and Doug discuss a recent near‑$50M retail deal that failed to close, exploring how high revenue masked critical issues like bloated overhead, supplier pricing ties to brick‑and‑mortar operations, and unclear divisional accounting.

The episode covers the market’s reaction to the deal, buyer interest in an e‑commerce carve‑out, requirements from lenders (including QOE reviews), common buyer types (from underfunded dreamers to experienced turnaround investors), and why ‘‘no EBITDA, no loan’’ remains a hard reality.

Key takeaways: the importance of clean financials and realistic working capital, risks of seller financing and earn‑outs, how the market’s brutal honesty guides strategy, and practical lessons for buyers and sellers navigating challenging transactions. For more resources visit kcapex.com.