Transaction Talk

The recent changes to the SBA lending program can be difficult for buyers and sellers to follow, and today on Transaction Talk, we welcome Senior Relationship Manager at Webster Bank, Kathleen Kelly, to discuss what they should know regarding the new market update. Tuning in, you'll hear Kathleen share some of the most significant changes to the SBA lending program buyers need to note, how these new requirements will affect sales, and more! We delve into why Kathleen is so excited about the new requirements allowing for true-ups before discussing what changes for businesses that have real estate. We even touch on some of the other changes, such as how long a seller stays on as a consultant, debt changes, and more! Finally, Kathleen leaves listeners with a tip of the day! Thanks for tuning in!

Key Points From This Episode:

• Welcoming Kathleen Kelly of Webster Bank to the show.
• A discussion about the most significant change to the SBA lending program, effective 10/1.
• Why she thinks some of these new requirements will make closing take longer.
• How the equity injection component has changed with the new requirements.
• Why Kathleen is excited about the new allowance of true-ups in working capital.
• An explanation of the changes that will affect businesses that have real estate.
• A breakdown of some of the other recent changes to the lending program.
• Kathleen shares a major takeaway for listeners regarding all this information.

Tip of the Day: When selling a business, make sure you file your taxes in advance to avoid holdup in closing, and if there is uncertainty about revenue, use a clawback provision seller note!

Links Mentioned in Today's Episode: Kathleen Kelly on LinkedIn

Kathleen Kelly Phone Number

Kathleen Kelly Email Address Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

An unexpected offer can feel flattering and urgent, but a direct approach doesn't eliminate the need for a disciplined sales process. In this episode of Transaction Talk, Jennifer Fox and Eric Sigman examine the warning signs business owners should watch for when a potential buyer appears without an intermediary. They explain why confidentiality must come before disclosure, how a single offer can distort value expectations, and why you need to verify a buyer's identity, funding, and intentions. They also cover rushed timelines, unusual fee requests, informal insider deals, and the role professional advisors play in keeping negotiations objective. Tune in to learn how to attract a potential buyer while safeguarding your business's protections, leverage, and options.

Key Points From This Episode:

• Discover why verifying a buyer's identity and intentions matters before sharing information.
• Uncover why a nondisclosure agreement is vital before confidential discussions begin.
• Learn why a structured disclosure process helps owners protect sensitive information.
• Understand why no competition makes it harder to know a buyer's price is accurate.
• Find out why verifying funding and credibility prevents wasted time and resources.
• Unpack why rushing the process, skipping steps, or bypassing due diligence are red flags.
• Learn how unusual fee demands or no online presence signals an unreliable buyer.
• Explore how intermediaries manage communication and provide objectivity.
• Consider why employee, family, and friend deals must still follow the formalities.
• Learn how to connect with a direct buyer while maintaining leverage and options.

Tip of the Day: Talk to your advisors, verify the buyer, and protect confidential information before sharing or negotiating anything.

Links Mentioned in Today's Episode: Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

How can a business successfully expand through franchising? Franchise Consultant Mike Martuza draws on more than 20 years of industry experience to explore franchising from the franchisor's perspective. We unpack the foundations of a successful franchise model: building systems that can be replicated, ensuring the business is profitable, and clearly defining what sets it apart. Mike also explains why franchising isn't right for every business, how managing franchisees differs from running a business yourself, and what to consider before making the decision to franchise. Once franchising is on the table, we look at how to shape the opportunity for growth, from regional to national expansion, and how to make informed decisions about what your franchise model should look like.

Key Points From This Episode:

• Mike's background and how he developed his expertise in franchising.
• What his clients have in common: they are systemizable.
• Factors that determine franchise-readiness.
• Ways to grow: franchising or opening more locations.
• What franchisees buy into.
• How to select appropriate franchisees.
• Franchising pitfalls to avoid.
• Building a team to support you as you franchise.

Tip of the Day: If you're thinking about expanding your business, be open to franchising as an option, but don't do anything until you have assembled or talked to a team of experts.

Links Mentioned in Today's Episode:

Mike Martuza

Mike Martuza on LinkedIn

Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

A signed letter of intent is not a closed deal, and a failed sale does not mean a business cannot be sold. In this episode of Transaction Talk, Jennifer Fox and Eric Sigman explain why transactions fall apart and how owners can recover, regroup, and return to the market in a stronger position. They discuss financing problems, changes in business performance, landlord complications, customer concentration, due diligence concerns, and buyers who get cold feet. Jennifer and Eric also explain how early disclosure, organized records, steady operations, and experienced advisors can prevent manageable issues from becoming deal killers. They share how to assess what went wrong when a deal fails, address buyer or lender concerns, and prepare for another opportunity without reacting emotionally. Tune in to learn how to protect your business through a difficult setback, rebuild buyer confidence, and give the next deal a better chance of reaching the closing table.

Key Points From This Episode:

• Discover the common reasons business sales fall apart before closing.
• Learn why delays and changes in performance can weaken a deal.
• Explore how preparation and early disclosure can prevent surprises.
• Uncover how sellers can respond to a failed sale without reacting emotionally.
• See how experienced advisors help owners solve problems and communicate clearly.
• Identify ways to address financing and customer-contract concerns before relisting.
• Understand why clean financials and organized records help prevent deal fatigue.
• Hear why owners must keep running the business at full strength until closing.
• Jennifer and Eric's advice for reducing risk in your next deal.

Tip of the Day: Keep running your business at full strength until closing, and prepare early so known issues do not become surprises.

Links Mentioned in Today's Episode: Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

What is working capital, and why does it become one of the most negotiated—and misunderstood—aspects of a business sale? In this episode of Transaction Talk, Jennifer Fox and Eric Sigman welcome back Aaron Fox, Managing Director of Transworld Business Advisors of Boston, to break down one of the most important concepts in M&A. Aaron explains what working capital is, how buyers and sellers establish a working capital "peg," why it shouldn't be viewed as a reduction in the purchase price, and how proper planning can help prevent surprises at the closing table. You'll also learn the importance of maintaining business as usual throughout a transaction, how working capital true-ups work, and what sellers can do long before going to market to build buyer confidence and keep their deals on track. Whether you're preparing to sell your business or advising clients through a transaction, this episode offers practical insights into working capital and shows why preparation is one of the keys to a successful closing.

Key Points From This Episode:

• Introducing recurring guest, Aaron Fox.
• He unpacks working capital and why it is such a big deal.
• The key components of working capital.
• Why the working capital calculation is important in a transaction.
• Navigating the moving target and how to set the peg.
• He explains why working capital can feel like a reduction in the purchase price when buying an operating business.
• Why preserving normal business operations during the transaction matters.
• A key point: cash is not typically included in the working capital calculation.
• The biggest negotiation issues when it comes to working capital.
• How normalizing working capital protects against last-minute seller changes.
• Aaron explains how the true-up works.
• What happens if parties disagree after the true-up and how to prevent any issues.
• How to resolve any discrepancies that do arise from a true-up.

Tip of the Day: Prepare, prepare, prepare! Before the sale process begins, work with your team to organize and export key financial information so it's ready and easily accessible when you need it.

Links Mentioned in Today's Episode: Aaron Fox, Transworld Agent

Aaron Fox Email

Aaron Fox Phone Number: +1 781 773 8922

Aaron Fox on LinkedIn Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

Strong business relationships are rarely built from a single meeting or a stack of business cards. They develop through trust, consistency, and a genuine interest in helping others succeed. In this episode of Transaction Talk, Jennifer Fox and Eric Sigman welcome Joe Chatham, Managing Partner of USA 500 Clubs, to discuss why networking remains one of the most valuable tools available to business owners and professional advisors. Joe explains the difference between a lead and a trusted referral, why strong introductions can remove barriers during transactions, and how social capital influences who people are willing to recommend. He also shares advice for building authentic relationships, listening with intention, expanding your referral network, and avoiding the mistake of treating every interaction as a sales opportunity. Tune in to learn why effective networking requires patience, participation, and a long-term commitment to becoming a trusted resource.

Key Points From This Episode:

• Explore why networking matters for all business owners.
• Discover how referrals help transfer trust and credibility.
• Learn the difference between leads and referrals.
• Uncover why networking requires long-term relationships and trust.
• Get advice and tips on how to foster long-term relationships.
• Hear about the limitations of business cards and forced follow-ups.
• Find out how to build a reliable referral team from scratch.
• Understand the value of becoming a resource for your colleagues on anything.
• Why consistency matters more than attending every networking group.
• Joe's advice for choosing the right networking approach.

Tip of the Day: Choose where you network, commit to it, and give those relationships time to grow.

Links Mentioned in Today's Episode: Joe Chatham on LinkedIn

Joe Chatham on Calendly

Call Joe Chatham

Email Joe Chatham

USA 500 Clubs LLC

Give and Take: Why Helping Others Drives Our Success Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

Most owners focus on valuation, buyers, and negotiation, but a confidentiality breach can really derail a deal before it ever reaches the closing table. During this episode, Transworld Boston Business Broker Greg Young makes his debut on Transaction Talk to explore why confidentiality is so important to business transactions. Join us as we unpack the harm that can happen to employee, buyer, seller, and supplier relationships when confidentiality is not protected, and how to work with your professionals to ensure this isn't the case for your business. We talk about the importance of a non-disclosure agreement (NDA), how to preserve buyer anonymity, and what can go wrong if you don't. The episode lands on the important note that controlling the flow of information and, therefore, controlling the narrative is essential for a successful sale. Thanks for joining us.

Key Points From This Episode:

• Key elements that make confidentiality essential to business transactions.
• An example of what can go wrong.
• How confidentiality impacts employees.
• The impact of confidentiality on customers.
• Common mistakes sellers make.
• How to protect yourself in the early stages.
• Protection of NDA for both buyers and sellers.
• How to maintain buyer anonymity.
• Controlling the flow of information during a sale.
• Key points from today's episode: deal stability and progress.
• The ultimate importance of confidentiality and protecting information.

Tip of the Day: Keep control of the narrative and protect the flow of information. It's one of the most important ways to protect goodwill, maintain stability across your stakeholders, and safeguard the value of your business.

Links Mentioned in Today's Episode: Greg Young Greg Young Email Greg Young Phone Number

Greg Young on LinkedIn

Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

A strong purchase price does not mean much if the agreement leaves one party exposed to unexpected liability after closing. In this episode of Transaction Talk, hosts Jennifer Fox and Eric Sigman break down representations, warranties, and indemnification provisions in mergers and acquisitions. Eric explains the difference between representations and warranties, what they cover, and the associated provisions. They discuss why these provisions remain important after a transaction closes, how buyers can seek compensation when a warranty is breached, and how escrow funds, seller notes, and survival periods provide financial protection. They also explore common claims involving inaccurate financials, how sellers can reduce their exposure, representations and warranties insurance, the different risks involved in asset and stock sales, and why due diligence cannot uncover every possible problem. Tune in to learn how buyers and sellers can negotiate a fair allocation of risk and protect themselves throughout the transaction process.

Key Points From This Episode:

• Discover what representations and warranties mean in an M&A agreement.
• Learn why risk can continue after closing a deal and how to mitigate it.
• Explore how escrow funds protect buyers and how survival periods can limit claims.
• Understand how long buyers can bring claims after closing.
• Hear about the most common causes of financial losses after closing.
• Uncover why precise drafting matters for financial and asset-related claims.
• Find out when representations and warranties insurance may be worthwhile.
• Unpack how disclosure schedules protect sellers from known liabilities.
• Compare how asset and stock sales differ in their exposure to liability.
• Advice on how sellers can limit indemnification risk through caps and baskets.

Tip of the Day: Buyers should protect their recourse, while sellers should limit their exposure. Links Mentioned in Today's Episode: Ruberto, Israel & Weiner Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

Welcome back to Transaction Talk! Today, we are joined by VP and Business Banking Relationship Manager (RM) at Eastern Bank, Gregory Giacopelli, to discuss small businesses and their impact on communities. Tuning in, you'll hear all about why Gregory believes small businesses are important to communities from a banker's perspective, how Gregory defines a small business, and why banking relationships with small businesses matter so much. We delve into the biggest mistakes Gregory sees business owners make before discussing the role the bank plays in succession planning, growth, sales, and acquisitions of businesses, as well as how successful transactions benefit employees and the community as a whole. Our guest even shares some words of wisdom for any business owner looking to build sustainable value. Finally, we touch on how listeners can support small businesses during Small Business Month (May). Thanks for listening!

Key Points From This Episode:

• Welcoming today's guest, Gregory Giacopelli.
• Why small businesses are so important to communities.
• What a small business actually is, according to Gregory.
• Why banking relationships are imperative for small businesses.
• The biggest financial mistakes Gregory sees business owners make.
• Gregory explains the role a bank plays in sales, acquisitions, growth, etc.
• How successful ownership transactions help employees and the community.
• Advice for business owners who want to build long-term value.
• What makes Gregory optimistic about small businesses today.
• How to support small businesses during Small Business Month.

Tip of the Day: The relationship between a small business and their bank is crucial. Banks are a long-term partner in a small business's success. They are there to lend, advocate, connect, and invest in communities because when small businesses do well, the community as a whole does well too.

Links Mentioned in Today's Episode: Gregory Giacopelli on LinkedIn

Gregory Giacopelli Email: [email protected]

Gregory Giacopelli Cell: 617-866-9671

Gregory Giacopelli Phone: 781-231-4897

Eastern Bank Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

The opinions expressed herein are those of the authors and do not necessarily reflect those of Eastern Bankshares, Inc., Eastern Bank, or any affiliated entities. Views and opinions expressed are current as of the date appearing on this material; all views and opinions herein are subject to change without notice. These views and opinions should not be construed as any specific recommendation. This material is for your private information, and we are not soliciting any action based on it. The information in this content has been obtained from sources believed to be reliable, but its accuracy is not guaranteed. There is neither representation nor warranty as to the accuracy of, nor liability for any decisions made based on such information.

What is a business really worth, and why do buyers and sellers so often see that number differently? In this episode of Transaction Talk, Jennifer Fox and Eric Sigman sit down with Louis Pereira of Merrimack Business Appraisers to unpack how business valuations are actually determined and why preparation plays such a major role in maximizing value. Drawing on decades of experience in business brokerage, mergers and acquisitions, and valuation work, Louis explains the financial metrics buyers focus on, including EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), seller's discretionary earnings (SDE), cash flow, and valuation multiples. The conversation also explores why similar businesses can sell for very different prices, the common mistakes owners make when estimating value, and why some buyers are willing to pay more than others. Along the way, Louis shares practical advice on clean financials, long-term planning, and positioning a business for a stronger sale. Tune in for a practical discussion on what really drives value in today's market!

Key Points From This Episode:

• Introducing today's guest, Louis Pereira of Merrimack Business Appraisers.
• Discover why business valuations matter to both buyers and sellers.
• Learn why owners should prepare years in advance before selling a business.
• Explore why many owners overestimate what their business is worth.
• What buyers focus on: breaking down EBITDA, SDE, and cash flow metrics.
• Find out how valuation multiples and earnings are determined.
• How appraisers use sales data from similar businesses to determine value.
• Why similar businesses can sell for very different prices.
• Common value killers that reduce the sale price and buyer confidence.
• Understanding value as an opinion shaped by multiple factors.
• Discover how preparation and the right advisors can increase value.

Tip of the Day: A valuation sets the baseline for what your business is worth, but the right advisor can uncover buyers who see greater strategic value in it. Understanding your market and positioning your business for the right buyer can make all the difference in the final outcome. Links Mentioned in Today's Episode: Louis Pereira on LinkedIn

Louis Pereira email: [email protected]

Louis Pereira phone number: 1-978-975-7600

Merrimack Business Appraisers Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.