Business Acquisition

Facilitation plan

Begin by naming the four outcomes. For each lesson, model the fictional decision, reveal the method one step at a time, invite an individual attempt, and discuss why the distractors fail. Allow a fresh attempt after feedback. Reserve the final three scenarios for independent practice.

1. Opening and prior knowledge: 5 minutes.
2. Four guided lessons: about 5–7 minutes each, plus discussion.
3. Final check and targeted remediation: 10–15 minutes.
4. Transfer prompt: ask how the method changes with the learner’s industry facts.

Use the text-first study guide as the accessible alternate format. No recorded or live delivery is assumed.

Define the acquisition thesis

Outcome: Set fit criteria before looking at asking prices.

Demonstrate

A veteran operator seeks a local distributor with recurring retail orders and documented routes. A listing with strong sales but an expiring exclusive supplier contract fails a key criterion until renewal risk is understood.

1. Write target industry and operating fit.
2. Set price and cash reserve limits.
3. Record nonnegotiable risk questions.

Ask and observe

Which target better fits a recurring-route acquisition thesis?

Expected choice: A business with verifiable accounts and transferable relationships. Fit depends on verifiable operations and continuity, not merely price or claims.

If missed: Explain the calculation or decision aloud; then present “Which factor deserves early scrutiny for a route-based business?” Correct choice: Whether customer and supplier relationships can continue.

Discussion prompt: Choose a target based on fit rather than seller enthusiasm. Invite a brief verbal explanation. The learner view uses selectable checks and requires no typed submission.

Observe: Can the learner state the decision, identify the relevant facts, and follow the method without cues? A correct guess is not yet evidence of transfer. If a learner misses twice, return to the worked example with new numbers or facts before another attempt.

Separate assets and obligations

Outcome: Flag deal structure questions before assuming what transfers.

Demonstrate

The proposed deal includes vans and inventory. One major retailer contract requires consent before assignment. The buyer lists that consent and inventory condition as closing questions for counsel.

1. List assets and rights the buyer needs.
2. List liabilities and obligations that might follow.
3. Identify consents, licenses, and transfer restrictions.

Ask and observe

A customer contract requires consent to assignment. What is the prudent next step?

Expected choice: Verify consent requirements before relying on the revenue. The contract and applicable law determine transfer rights; the buyer needs the required consent or an alternative plan.

If missed: Explain the calculation or decision aloud; then present “A supplier agreement has a change-of-control clause. What should diligence do?” Correct choice: Review approval and termination rights.

Discussion prompt: Spot a contract that could interrupt revenue after closing. Invite a brief verbal explanation. The learner view uses selectable checks and requires no typed submission.

Observe: Can the learner state the decision, identify the relevant facts, and follow the method without cues? A correct guess is not yet evidence of transfer. If a learner misses twice, return to the worked example with new numbers or facts before another attempt.

Verify the numbers

Outcome: Reconcile claimed earnings to source records and cash needs.

Demonstrate

The seller says annual revenue is $1.2m. Bank deposits and sales ledger support only $1.05m before documented timing differences. The buyer asks for a reconciliation and does not price the unexplained $150k as earned revenue.

1. Request dated source documents.
2. Tie sales to invoices and cash where possible.
3. Separate explained timing from unsupported differences.

Ask and observe

Seller claims $1.2m revenue, while traced deposits show $1.05m. What next?

Expected choice: Request a reconciliation and supporting records. The difference may have valid timing explanations, but needs evidence before valuation.

If missed: Explain the calculation or decision aloud; then present “A seller's inventory count differs from the ledger. What should the buyer request?” Correct choice: A signed physical count and reconciliation.

Discussion prompt: Choose the next document request when reported revenue does not match deposits. Invite a brief verbal explanation. The learner view uses selectable checks and requires no typed submission.

Observe: Can the learner state the decision, identify the relevant facts, and follow the method without cues? A correct guess is not yet evidence of transfer. If a learner misses twice, return to the worked example with new numbers or facts before another attempt.

Plan the first 90 days

Outcome: Budget transition cash and continuity tasks.

Demonstrate

Purchase financing covers the price, but a retailer pays 60 days later. The buyer models two payroll cycles and a $35k restock before that receipt; the operating reserve must address that gap.

1. List cash needs and due dates after closing.
2. Schedule customer, supplier, and staff handoffs.
3. Stress-test late collections and supplier changes.

Ask and observe

Financing covers the purchase price but not restock or payroll. What is missing?

Expected choice: A transition working-capital plan. Operations require cash after closing, especially before receivables arrive.

If missed: Explain the calculation or decision aloud; then present “What belongs in the first-90-day cash plan?” Correct choice: Payroll, replenishment, and collection dates.

Discussion prompt: Prevent a profitable acquisition from running out of operating cash. Invite a brief verbal explanation. The learner view uses selectable checks and requires no typed submission.

Observe: Can the learner state the decision, identify the relevant facts, and follow the method without cues? A correct guess is not yet evidence of transfer. If a learner misses twice, return to the worked example with new numbers or facts before another attempt.