From LOI to "OMG, It’s Really Happening" – My Acquisition Journey Update and Lessons Learned

It has been just over a month since I received my countersigned Letter of Intent (LOI), and WOOHOO, things are moving. Today I’m sharing a quick update on where I am in the process, plus six lessons I’ve learned along the way that I hope can help fellow searchers.

The Update

Right after the LOI was signed, I built a master checklist of all the documents I needed to collect and prioritized what I needed for preliminary due diligence. I didn’t want to invest thousands on legal and accounting fees without confirming the business was what it claimed to be. So I:

• Verified the business licenses

• Performed a proof of cash

• Cross-referenced tax returns and financial statements

• Ran a common-size analysis, ratio analysis, and trend analysis

• Conducted market and competitive research

• Asked the owner a million (well, maybe just 100) questions

  
  

Once I felt confident, I green lit a light Quality of Earnings with my CPA and brought in my lawyer to hunt for any legal skeletons. Good news: the business checked out, and due diligence came back clean. I’m now working with the bank on loan approval and my commitment letter. Banks require a ton of documents. Thankfully, I started early and gathered most of them during due diligence. Now, as Dory from Nemo so wisely said, "Just keep swimming!"

Six Lessons from the LOI to Today

Looking back, this month has felt like a crash course in small business acquisition. Here are six lessons I’m taking with me that will hopefully help you:

1. Make the Bank Your Partner

   
   

   I started talking to banks way before I had a deal. At first, it felt like a waste. One lender basically told me to get lost until I had a "real" deal. But when that "real" deal landed, I had a shortlist of lenders who were responsive and ready. I could ask them straight up: "Would you finance this?" If they said no, I moved on. If they said yes, we talked deal structure before the LOI. That way, I avoided surprises and last-minute changes that can torpedo trust and momentum.

2. Learn How To Do Due Diligence Before You Need It

   
   

   I did not do this. When my LOI was signed, I stared at my laptop thinking, "Now what?" Cue stress spiral. I scrambled to build a due diligence checklist, googled acronyms, and second-guessed everything. Special shoutouts to Chris, Erika, Hal, and AI tools that helped me learn fast. If I could do it again, I’d take a due diligence course (is there such a thing?) ahead of time to feel more grounded and confident.

3. It’s About the Money

   
   

   Price matters. A lot. It’s the first thing a seller will look at when they receive an offer. And who could blame them? That price might represent their retirement, their next big venture, or just a number that reflects years of hard work. I’m not saying your should overpay. If a business is priced based on fantasy projections or uses an outrageous multiple, walk away. But if you’ve done your homework and really believe in the business, make your offer fair and as competitive as you feel comfortable with. A seller note can be your friend here. In my case, I offered $436K on a $395K listing, rolled in inventory, and added a $21.8K seller note with friendly terms: two years on standby and amortized over ten. It helped me stay competitive while still feeling confident in the financials. Just don’t inflate your price with the intention to retrade later. That’s a recipe for mistrust and probably a blown deal.

4. Be Memorable

   
   

   ETA is growing. That’s amazing. I have a mindset of abundance and hope many people find a fulfilling path in ETA. At the same time, the growing popularity of this space means more competition. So how do you stand out? For me, it was about being fast, authentic, and personal. I responded quickly to emails, sent thoughtful follow-ups, and added a personal letter to each offer. I even recorded a short video explaining why I was the right buyer for the business that I sent with my LOI. Spoiler: it was the offer that got accepted. If a seller has two similar offers, it will come down to the person. Sellers want to know who they’re selling to. Be someone they remember positively.

5. Stay Organized

   
   

   At one point, I was juggling 11 deals. If it weren’t for a solid CRM, I would not have been able to match brokers with deals. Imagine coming to a seller meeting and talking about the wrong business 🥲. I could see that happening to me, so I made sure to keep track of every NDA, CIM, contact, deal, and note in one CRM. But it does not end when you sign your LOI. It starts again! Now you have to keep track of what feels like a thousand documents to get the ball rolling on due diligence and financing. Plus, you now have to coordinate with the broker, seller, your CPA, your lawyer, and the lender. Without a Trello board and well-structured data room, you will suffer. Here again a shoutout, this time to NMC for providing guidance on an effective structure for the data room!

   
   

6. The Broker Can Be Your Best Friend or Worst Nightmare

   
   

   Someone told me the broker was not very involved with the transaction once the LOI was signed. Not true, at least in my experience. In my current deal, the broker is extremely hands-on. I don’t mind it because she is professional, responsive, and engaged. But imagine if she wasn’t? This is exactly the thought that made me pull the plug on another deal I had that was close to being countersigned. The interaction with the broker started friendly and she was professional. When I sent in my IOI she seemed excited to bring it to the client. It all felt well. But once they accepted the offer and I started working on the LOI, things shifted. First, when I mentioned I wanted to do a Quality of Earnings, she said that I did not really need one for a deal this simple. Well, the deal was over a million dollars and I felt like it made sense to invest 1% of that money to make sure my investment was sound. Plus, it was my money, why did she not want a Quality of Earnings? Then, when I provided a competitive term sheet from US Bank, she said, and I quote, "US Bank is a 90+ day close, so I can say that if you plan to go with them, we would likely have to tell the seller that we need to work with a more proactive bank." I agreed to her lender, but the whole deal started feeling funky. To top things off, she was very unresponsive and when I managed to communicate with her she was not friendly to say the least. After three weeks of chasing behind her with little success I still had no countersigned LOI. I decided it was time to move on. I am so glad I did as I doubt due diligence would have been a success with a partner like that. In my experience, it is helpful to get a sense of the broker early. They’ll be with you longer than you think, and a bad fit can derail everything.

People say the deal isn’t closed until it’s closed. For now, I’m cautiously optimistic and aiming to wrap by June 30. I’ll keep sharing updates here and on Instagram (yes, I’m folding laundry while talking about deal terms, you can judge a little).

If you’re in the middle of your ETA journey or just gearing up, I hope this post helps you feel a little more prepared. Got tips of your own? Drop them in the comments or shoot me a message.

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