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Not All Deal Consideration Is Created Equal

Plus: How Buyers Evaluate Risk Post-LOI

Quick M&A Insights, Infographics, & Interesting Info Every Week!

Welcome to the M&A Mindset!

This Week:
This week we’re looking at two areas that shape how deals are structured and how buyers gain confidence in a transaction.

First, not all deal consideration is created equal. Cash at closing, seller notes, earnouts, and rollover equity may all contribute to the headline value, but they carry very different economics and risk profiles for sellers.

Then, we take a closer look at how buyers evaluate risk after going under LOI. The process after signing is designed to validate assumptions, refine understanding, and determine whether the deal can move forward as originally structured.

Plus, as always: curated articles, practical learning resources, M&A merch, and something to lighten things up at the end.

Let’s dive in.
– Derek

INTERESTING INFOGRAPHIC

Each week, I feature a visually engaging infographic that distills a key M&A subject area into an easy-to-digest format. These quick reference guides aim to deliver clarity, insight, and practical understanding at a glance.

Not All Deal Consideration Is Created Equal

M&A TOPIC BRIEFING

In this section, I provide a clear, concise overview of a specific topic, trend, or concept within the realm of M&A. The goal is to educate, inform, and spark discussions on relevant subjects, helping you deepen your knowledge and better navigate the complexities of M&A more confidently.

How Buyers Evaluate Risk Post-LOI

Daily news for curious minds.

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ARTICLES OF INTEREST

SPREADSHEET TIPS & TRICKS

Master Financial Modeling from Elite Practitioners

6 jam-packed courses with countless cases and 30+ exercises to help you learn financial modeling. Each course is designed to guide you step-by-step in your journey to develop elite modeling skills. Click Here!

GOOD READS THIS WEEK

FROM THE BENCHMARK BLOG

My firm, Benchmark International, a global, award-winning sell-side M&A company, has a ton of great resources that help anyone considering selling or buying a business get more educated on all aspects of the process. Below is just one helpful article. Check out Benchmark International for many more useful articles, news, and resources.

FRIENDS OF THE M&A MINDSET

From time to time, we’ll highlight newsletters and podcasts we genuinely read, listen to, and respect across M&A, PE, and the broader deal ecosystem.
No paid placements. No mass promotions. Just thoughtful, high-quality content that complements the M&A Mindset.

Here’s a few newsletters that I’ve signed up for and found interesting. Thought you might enjoy checking them out.

Have something to suggest that we should know about? Reach out. 

AI Alone Can’t Run Revenue

Finance doesn’t run on “mostly right.” It runs on math.

In The Architecture Behind AI-Native Revenue Automation, Tabs’s CTO breaks down why LLMs alone aren’t enough—and what it actually takes to build audit-ready, AI-driven contract-to-cash systems for modern B2B teams.

LIGHTEN UP!

In the fast-paced world of M&A, we can sometimes take things (and ourselves) a bit too seriously, so it’s good to remember to enjoy a lighter moment now and then.

7 Outrageous Ways Retirees Can Invest Their Money in 2026

M&A MERCH

Here’s a find for us finance folks to grab some M&A-inspired swag. Stuff for those of us that speak fluent EBITDA. If you find others that have great deal-themed gear, send them this way so we can let everyone know. Enjoy!

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Stay Curious,
Derek Avdul

New to the M&A Mindset? This weekly newsletter cuts through the noise with concise insights, infographics, and resources on middle-market M&A—trusted by 5,500+ deal professionals, business owners, and investors. Whether you're planning a transaction, building your expertise, or just fascinated by deals, you'll find something valuable here every week.

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