Main Street Deals cover art

Main Street Deals

Main Street Deals

By: SMB Law Group LLP
Listen for free

Season's Savings | £0.99/mo for 3 months

£5.99/mo after 3 months - terms apply. Cancel monthly
Main Street Deals is a practical podcast for entrepreneurs buying, selling, and operating small businesses. Hosted by experienced M&A attorneys, the show breaks down what actually matters in real-world acquisitions—from LOIs and diligence to closing and the first 90 days of ownership. Each episode combines deal education, war stories, and conversations with buyers, operators, and industry experts to give listeners a clear-eyed view of how small business deals really work. The focus isn’t theory or hype—it’s judgment, structure, and lessons learned inside hundreds of transactions. Economics Leadership Management & Leadership Personal Finance
Episodes
  • Franchise M&A Explained | Main Street Deals

    Franchise M&A Explained | Main Street Deals
    Oct 20 2026
    Kevin Henderson and Eric Pacifici explore the mechanics of franchise acquisitions using recent headlines around Crumbl Cookie as a case study for understanding franchise economics. The discussion examines how rapid growth, market saturation, and revenue volatility affect franchise performance, and what buyers need to know before committing capital. While the episode references Crumbl, the focus remains on broader lessons applicable across franchise systems, from pest control to quick-service restaurants. They discuss: - Why average revenue per store dropped from $1.84 million to $1.14 million in three years, and whether that signals brand failure or market normalization - The critical difference between buying into a franchise network versus acquiring an independent business, including permanent royalty obligations and transfer restrictions - How to evaluate a Franchise Disclosure Document (FDD) and why involving a franchise attorney is essential before investing - The hidden costs of franchise startup, including long timelines to first revenue and how acquisition can compress risk - What franchisor control over suppliers, marketing fees, and exit terms means for long-term profitability This episode from Main Street Deals offers practical guidance for searchers and operators considering franchise opportunities or navigating the complexities of franchise M&A. (00:00:00) - Intro (00:01:34) - Crumbl Cookie's revenue decline explained (00:02:53) - Firm milestone update (00:03:54) - Disclaimer about Crumbl analysis (00:06:21) - Crumbl's public revenue data breakdown (00:08:37) - Why rapid franchise growth can backfire (00:12:17) - Trendy brands and normalized demand (00:14:38) - Surface metrics vs financial reality (00:18:18) - Franchise vs independent ownership (00:21:27) - Understanding franchisor control and value (00:24:58) - Breaking down the FDD (00:28:46) - Franchise acquisition costs and timelines (00:35:00) - Closing thoughts on franchise M&A ______________________________________________________ SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/ Read The Silver Tsunami: The week’s biggest trendingt sories, plus the lore behind them. Check it out at https://www.ridethesilvertsunami.com/
    Show More Show Less
    36 mins
  • What does “Market” actually mean? | Main Street Deals

    What does “Market” actually mean? | Main Street Deals
    Oct 13 2026
    Eric Pacifici and Kevin Henderson tackle one of the most contentious issues in deal negotiations on Main Street Deals: determining what terms are actually "market" in lower middle market M&A. They break down how market standards vary dramatically based on deal size, with escrows being standard in mid-market transactions but nearly nonexistent on Main Street. The discussion covers how buyer type, financing structure, industry, and negotiating leverage all influence what qualifies as market practice, and why even experienced attorneys from different markets can have completely opposing views on the same deal points. They discuss: - Why the ABA Private Target M&A Deal Points Study is considered the gold standard for market data despite its membership requirements - How inexperienced lawyers misuse deal point studies by citing statistics without understanding the underlying rationale - The critical role of deal diplomacy in challenging opposing counsel's market positions without destroying the transaction - Why clients ultimately live with post-closing risk regardless of what market studies suggest This episode gives buyers, sellers, and their advisors a practical framework for navigating market standard disputes in small business acquisitions. Topics: (00:00:00) - Intro (00:05:00) - What does market actually mean in M&A (00:06:08) - Why market varies by deal context (00:06:45) - Escrows in middle market versus Main Street (00:12:09) - Deal point studies and market research (00:12:18) - The ABA private M&A deal point study (00:16:00) - Using deal point studies in negotiations (00:18:12) - Client decision-making versus lawyer advice (00:21:00) - The lawyer's role beyond form documents (00:24:03) - Identifying experienced M&A counsel (00:26:48) - Navigating market disputes between lawyers (00:27:03) - Deal diplomacy and sidebar conversations (00:28:54) - When inexperienced lawyers misuse market data (00:30:24) - Understanding the forest from the trees (00:36:22) - Volume and expertise in M&A practice (00:38:49) - Closing thoughts SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/ Read The Silver Tsunami: The week’s biggest trendingt sories, plus the lore behind them. Check it out at https://www.ridethesilvertsunami.com/
    Show More Show Less
    39 mins
  • The Rise of The Independent Sponsorship

    The Rise of The Independent Sponsorship
    Oct 6 2026
    Sam Rosati and Kevin Henderson explore the independent sponsor model and how it compares to traditional private equity and self-funded search. Independent sponsors operate without committed capital pools, raising equity deal by deal while building platforms through strategic acquisitions. The conversation clarifies how these dealmakers differ from funded sponsors and self-funded searchers, noting that independent sponsors typically oversee rather than operate their businesses day-to-day and negotiate economics on a per-deal basis. They discuss: - Why first-time buyers without private equity experience or deep industry expertise face significant challenges pursuing independent sponsor deals - How carried interest works, including waterfalls, preferred returns, MOIC thresholds, and catch-up provisions that determine sponsor participation in profits - The structure and typical sizing of closing fees and annual management fees, including how these payments interact with debt covenants - Why lenders often include aggressive subordination agreements that can shut off management fees even when loans remain current - How fee structures must scale with platform size to provide adequate compensation while maintaining investor alignment This Inside Deal episode offers practical insight for anyone considering the independent sponsor path or seeking to understand how economics are structured when buying businesses without committed capital (00:00:00) - Intro (00:01:16) - Kevin's small business owner struggles (00:02:15) - What is independent sponsorship (00:03:13) - Kevin's experience with indie sponsor deals (00:05:48) - Independent sponsors vs funded sponsors (00:09:52) - Crossover between self-funded and indie sponsor (00:12:17) - Why first-timers struggle with indie sponsor deals (00:15:21) - Three ways independent sponsors get paid (00:17:01) - Carried interest explained (00:26:02) - Understanding catch-ups in waterfalls (00:31:08) - Tax advantages of carried interest (00:32:36) - Deal fees and closing payments (00:39:55) - Ongoing management fees (00:45:25) - Management fee subordination risk (00:50:11) - Wrap and preview of part two ______________________________________________________ SMB Law Group combines decades of experience with a modern approach to help small and medium business buyers, sellers, and searchers reach their legal and deal goals. Learn more: https://smblaw.group/ Connect: Eric Pacifici — https://www.linkedin.com/in/eric-b-pacifici/ Kevin Henderson — https://www.linkedin.com/in/khendersonco/ Sam Rosati — https://www.linkedin.com/in/sam-rosati-68787a8/ Read The Silver Tsunami: The week’s biggest trendingt sories, plus the lore behind them. Check it out at https://www.ridethesilvertsunami.com/
    Show More Show Less
    51 mins
adbl_web_anon_alc_button_suppression_t1
No reviews yet