Regional distributor purchase
A second-generation supply company bought a regional competitor to expand into the Front Range corridor.
Overview
The buyer had agreed on a headline price but not on structure. The seller wanted a stock sale for tax reasons, while the buyer was concerned about older environmental and wage claims that would travel with the entity.
We ran due diligence with the buyer’s lender and environmental consultant, then proposed a structure that met both sides’ core concerns.
Outcome
The parties closed an asset purchase with a purchase price adjustment that addressed the seller’s tax cost, a targeted escrow for identified risks, and a short consulting agreement that kept the seller involved through the transition.
All key supplier and customer contracts were assigned before closing, and both warehouse leases were renegotiated on longer terms.
Illustrative example, past results do not predict future outcomes.
Takeaways
The combined company opened under one name within ninety days. The escrow and indemnity terms were built around the specific issues diligence found, rather than boilerplate, which kept the negotiation focused and the timeline short.
Planning a similar move?
Every matter is different. A first conversation shows which parts of this example apply to your situation.
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