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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
Table of Contents
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.
Be the smartest person in the room. 1440 navigates 100+ sources to deliver a comprehensive, unbiased news roundup — politics, business, culture, and more — in a quick, 5-minute read. Completely free, completely factual.
ARTICLES OF INTEREST

Key Learnings from ACG Deal MAX 2026: Middle-Market M&A Momentum is High - At this PE/Investment Banker conference, a reenergized middle market M&A environment was clearly the topic of discussion.
Five Steps to Strengthen M&A Capabilities - Companies can improve M&A outcomes by treating dealmaking as a repeatable capability rather than isolated transactions.
How Do You Know If It's Time To Sell Your Business? Answer These 3 Questions - Before selling, owners should evaluate whether the timing is right, whether they have the bandwidth for the demanding sale process, and what their life and purpose will look like after the transaction.
How Do I Know If My Business Is Big Enough To Sell - A business does not need to be large to be sellable, but it does need to operate independently, generate reliable cash flow, and have transferable systems and customer relationships.
Ask These M&A Due Diligence Questions Before Signing a Deal - Effective M&A diligence goes far beyond financials, requiring buyers to evaluate areas like talent retention, technology, cybersecurity, operations, culture, and integration readiness early in the process.
EDUCATIONAL RESOURCES

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!
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.
INDUSTRY ASSOCIATIONS

Trade Associations in the M&A Industry
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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