The Transaction Abstract Podcast

Redpath and Company
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The Transaction Abstract by Redpath and Company is hosted by Joe Hellman, Partner, CPA, and M&A Advisory Practice Lead and covers all things M&A—providing you with a comprehensive acumen and insightful conversations. Special guests include experts from the world of investment banking, private equity, family offices, search funds, angel investors, attorneys, corporate development officers, and other M&A advisors. Learn from the experts on all aspects of M&A—because buying or selling a business shouldn't be trial by fire. From Redpath and Company, an accounting and advisory CPA firm based in Saint Paul, Minnesota.

  1. 5D AGO

    From Searcher to Operator to Investor: Lessons in Ownership

    In this episode of The Transaction Abstract Podcast, Redpath's Joe Hellman sat down with Rob Cherun, founder and managing partner of Legate Partners, to talk about what ownership really requires and how the search journey shapes better operators and investors. Drawing from his experience building and scaling a business to nearly 2,000 employees before exiting and returning as an investor, Rob shares how grit, accountability, and hands-on leadership define long-term success far more than credentials or deal structure. In this episode, you'll hear insights on: Why ownership is a long-term commitment, not a shortcut What investors really look for beyond resumes and industry experience How grit and emotional durability separate strong operators from the rest Why the entrepreneur matters as much as the asset in any deal How alignment and trust shape better partnerships between operators and investors Listen to the full episode of The Transaction Abstract Podcast to hear Rob's real-world perspective on search, ownership, investing, and what it truly takes to succeed.

    20 min

  2. JAN 22

    The Best M&A Deals Start Long Before the Deal: A Conversation on Networking, Trust, and Playing the Long Game

    In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Lee Koury, Managing Director at Smart Business Network, to talk about the role networking really plays in M&A and business transitions. Drawing from decades of experience building relationships with founders, CEOs, and investors, Lee shares how trust, transparency, and long-term connection shape better outcomes... often long before a deal is ever discussed. In this episode, you'll hear insights on: Why the strongest M&A outcomes are built on relationships, not transactions How long-term networking creates trust that carries deals through pressure points The role transparency plays in attracting the right buyers, partners, and advisors Why peer networks and shared learning environments lead to smarter decisions How founders can approach networking without forcing the "deal conversation" Listen to the full episode of The Transaction Abstract Podcast to hear Lee's real-world perspectives on networking that matters, relationship-first leadership, and why playing the long game leads to better deals.

    22 min

  3. 12/16/2025

    The Role of Quality of Earnings in Smarter, More Confident Transactions

    In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Nonye Thompson, Managing Director in Redpath's Transaction Advisory Services practice, to break down one of the most important, and often misunderstood, components of the deal process: the Quality of Earnings (QoE).  Drawing from years of experience leading buy-side and sell-side diligence engagements for transactions ranging from $5 million to over $1 billion, Nonye explains what a QoE actually is, why it matters, and how it helps both buyers and sellers make smarter, more confident decisions. While many first-time buyers focus on net income or cash flow, EBITDA is the most common metric used in M&A. As Nonye explains, what really matters is the reliability and sustainability of those earnings, and that's exactly what a QoE uncovers. A QoE evaluates whether EBITDA is: Reported correctly (cash vs. accrual) Driven by recurring operational activity rather than one-time events A true reflection of ongoing business performance The goal is to understand whether the profit is real, repeatable, and transparent. It's not just about how much EBITDA a company generates. It's about how the EBITDA is created. Listen to the full episode of The Transaction Abstract Podcast to hear Nonye Thompson and Joe Hellman share more real-world examples and insights into how QoEs shape better, smarter transactions.

    16 min

  4. 11/25/2025

    Entrepreneurship Through Acquisition: Key Lessons From Dan Hennessey

    In this episode of The Transaction Abstract Podcast, Joe Hellman sits down with Dan Hennessey, the newly appointed CEO of Sam Schwartz Pedestrian Traffic Management Services, Inc.  Dan is a former M&A professional who successfully completed his own Entrepreneurship Through Acquisition (ETA) search. Drawing from years of deal experience on both the banking and private equity side, and now as an operator, Dan shares practical insights on everything from sourcing a business and building credibility to navigating financing and preparing yourself to step into ownership. For Dan, the path didn't begin in the boardroom; it started years earlier with advice from his father and grandfather about the freedom and fulfillment that come from owning a business. After a decade in finance, investment banking, and private equity, Dan reached a crossroads: continue pursuing the traditional PE track, or take a more entrepreneurial route to build a career and a life on his own terms. He found himself asking, "Do you continue to go down the finance path, where you try to rise the ranks of a pretty difficult world of private equity and investment banking? Or, do you go down the other route, where you have something more fulfilling? Maybe with a little less upside, but a higher likelihood of a positive outcome, controlling your own destiny with your personal life?" Listen to the full episode of The Transaction Abstract Podcast to hear more of Dan Hennessey's firsthand experience, lessons learned, and advice for future ETA entrepreneurs.

    19 min

  5. 10/30/2025

    Common Legal Pitfalls in M&A Transactions with Guest Kim Lowe

    In the latest episode of the Transaction Abstract podcast, host Joe Hellman, Transaction Advisory Services Practice Lead at Redpath and Company, sits down with Kim Lowe, a founding partner at Avisen Legal, to unravel the complexities of buying and selling businesses.  Drawing from nearly 30 years of experience, Kim shares frontline insights from both the legal buy-side and sell-side of transactions, exploring the challenges that arise when business owners or their advisors are unprepared for the intricate process of a business sale. Joe and Kim discuss common issues that can slow down or derail deals, from complications in workforce transfer and due diligence disclosures to navigating family dynamics and minority shareholder disputes. The episode provides best practices for sellers to prepare early, highlights how expert legal and advisory guidance can streamline transactions, and underscores the importance of honest communication throughout the process.  Whether you're a serial acquirer, first-time seller, or trusted advisor, this conversation is packed with real-world examples and essential advice to help you anticipate and overcome the hurdles of business succession and ownership transfer.

    19 min

  6. 09/19/2025

    Legal Considerations in Self-Funded Search Fund Transactions with Jake Parsley

    In this episode of The Transaction Abstract Podcast, Joe Hellman speaks with Jake Parsley, a partner at SMB Law Group specializing in search fund transactions. They discuss the specific legal hurdles self-funded searchers face when acquiring Main Street businesses. The Self-Funded Search Landscape Self-funded search funds often involve first-time entrepreneurs acquiring businesses valued at less than $5 million. They use a combination of Small Business Association (SBA) financing, seller notes, or investor capital.  Unlike traditional search funds with institutional backing, self-funded searchers work with Main Street advisors and manage much tighter acquisition budgets. As Parsley explains, "When you're doing a deal for $2, $3, $4 million, the acquisition budget probably just isn't there like we would like, like we'd like to see in a perfect world."  Searchers must choose carefully where to spend limited resources while still protecting themselves from major risks. Critical Risk Mitigation Strategies Three important elements protect buyers in these smaller transactions: Financial diligence comes first. Start with the numbers. Financial diligence is non-negotiable for any deal size.This groundwork helps identify problems before they become expensive surprises after closing. Seller notes give necessary protection. With SBA loans restricting earnouts and recent changes limiting rollover equity, seller notes have become the main tool for bridging valuation gaps.  "The biggest seller note that you can get, I'm an advocate for, because that's your first line of defense if something goes wrong," Parsley emphasizes. These notes, subordinated to SBA debt, align seller and buyer interests. Right-sized legal documentation matters. Your purchase agreement should provide essential protection without being too complex. Parsley stresses "capturing the things that are fundamental to the business operations, working out a good, clear working capital clause where both sides know what's coming and we can have clarity on that before we close the deal." Advice for Searchers Timing your legal engagement can save a lot of money. Parsley recommends a specific sequence: "Get your LOI (Letter of Intent) done, get your financial diligence done, get your financing lined up, then engage legal." He explains that many Main Street deals fall apart, and "we hate to see you spending money on lawyers, even if we're the lawyers." Flexibility is your best friend.  "Not everything is going to go the way that the Harvard Business Guy Just Buying a Small Business says it's going to," Parsley advises. "Keep an open mind and be ready to pivot a little bit. That flexible open mind will not only serve you well through the buying process, it's gonna help you once you're operating too." Key Takeaways Financial diligence and seller notes are the two most important risk mitigation tools Find attorneys familiar with SBA transactions who understand both protection and practicality Engage legal counsel after securing the LOI, completing diligence, and obtaining financing Flexibility throughout the acquisition process improves success rates Listen to more episodes of The Transaction Abstract Podcast on buying and selling businesses.

    21 min

  7. 07/29/2025

    Why Smart Sellers Invest in Quality of Earnings Studies, with Emma Gergen

    In this episode of The Transaction Abstract Podcast, Joe Hellman sat down with Emma Gergen from Carlson Private Capital Partners to explore quality of earnings (QoE) studies and why they have become essential in M&A transactions. Many business owners wonder if they even need a sell-side QoE if the buyer will already conduct one. The answer, according to Gergen, is simple. She argues that you want to be armed with the same set of facts as the buyer, so that you're comfortable with the agreed-upon valuation. Understanding Quality of Earnings vs. Traditional Audits A quality of earnings study is different from a standard audit. While an audit validates reported financial results, a QoE examines the normalized financial performance of your business. This process identifies and adjusts for: One-time expenses or income that will not recur Personal expenses run through the business Timing differences in revenue recognition Extraordinary items that distort your true earning capacity Gergen notes that understanding these factors at a granular level—and presenting them to the buyer—helps the buyer better evaluate and value your business.  Three Benefits of Sell-Side Quality of Earnings Information Symmetry: Without a sell-side QoE, you are "flying quite blind" during valuation discussions. Buyers will have detailed insights into your financial performance that you lack. Deal Certainty: Deals can die when buyers discover discrepancies during their due diligence. A credible sell-side QoE study speeds up the buyer's confirmatory diligence process, reducing the risk of valuation disputes or deal failures. Faster Timeline: Gergen notes that sellers who obtain QoE reports have the buy-side process be faster, take less effort, and shorten deal timing. When buyers review a professional sell-side QoE, their own analysis becomes confirmatory rather than exploratory. What Buyers Actually Look For Quality buyers do not use QoE studies as "gotcha" tools to reduce valuations, despite seller fears. "Never have I come into a QoE with a mindset that we are going to find something that we want to adjust the valuation for," Gergen emphasizes. Instead, sophisticated buyers—whether private equity or strategic acquirers—use QoE studies for confirmatory M&A due diligence, to validate the financial profile, and to gain deeper operational insights that help them plan for post-acquisition growth. The Bottom Line Quality of earnings studies have become standard practice in middle-market transactions. They help sellers prove their asking price and show buyers the business is financially sound. As Gergen concludes: "Finding your partners early, who can help you think through financial presentation to be able to produce statements that an investor can look at and understand, is a really valuable exercise." Explore more insights on the Transaction Abstract podcast, where we cover all angles of buying and selling businesses.

    19 min

  8. 06/19/2025

    Search Funds: Entrepreneurship Through Acquisition with Marshall Johnson

    In this episode of The Transaction Abstract Podcast, Joe Hellman sat down with Marshall Johnson from Northspring Partners to explore the search fund model and how it provides opportunities for aspiring entrepreneurs and business owners looking to exit their companies. What is a Search Fund? "A search fund is when an aspiring operator wants to go find and lead a great company, and they raise money," Johnson explains. Individual searchers typically raise $500,000, while teams raise around $900,000 to fund an 18-month search for the right acquisition target. The model has strong academic backing, with Stanford University publishing comprehensive search fund studies every two years, analyzing 40 years of transaction data. The Typical Searcher Profile Key characteristics of successful searchers: 5-10 years of operating experience in finance, accounting, marketing, sales, or consulting Often pursuing career transitions through MBA programs Looking for alternatives to traditional corporate paths "Compared to when I did it 20-plus years ago, there are a lot of resources now online and through schooling," Johnson notes, highlighting how the ecosystem has matured. Why Business Owners Should Consider Search Funds Unique advantages for sellers: Maximum flexibility in deal structure and transition terms Buyers who genuinely want to continue the company's legacy Ideal for owners without succession plans "The biggest thing is flexibility," Johnson emphasizes. "We sit down with the owner and say, You built an amazing business. What's the ideal scenario?" This contrasts with private equity, which Johnson describes as "pretty cookie-cutter in equity terms" and typically requires owners to "roll equity and run that company for three to five years." What Makes a Strong Searcher Johnson notes that investors evaluate candidates on: Grit - Ability to handle challenging business endeavors "Superpowers" - Distinct strengths in sales, marketing, finance, or people management Model knowledge - Understanding the long-term commitment required Coachability - Willingness to accept advice from investors Drive to win - Treating this as a defining career opportunity Advice for New Search Fund CEOs Johnson's guidance is straightforward: "First-time CEOs ask me all the time, 'I don't know what to do at first.' I say, don't do anything. You're buying a good business. Let it run." His recommended approach: Learn from the founder how the company operates Visit with all employees and customers Identify where you can help before making changes Preparing for Any Transaction For business owners considering exits, Johnson stresses preparation: "I can't tell you how important it is to have your financial house in order if you're considering a transaction—an audit, all the key financial KPIs, sales pipelines. It'll save you time and money." Listen to more episodes of The Transaction Abstract Podcast for additional insights on buying and selling businesses.

    19 min
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About

The Transaction Abstract by Redpath and Company is hosted by Joe Hellman, Partner, CPA, and M&A Advisory Practice Lead and covers all things M&A—providing you with a comprehensive acumen and insightful conversations. Special guests include experts from the world of investment banking, private equity, family offices, search funds, angel investors, attorneys, corporate development officers, and other M&A advisors. Learn from the experts on all aspects of M&A—because buying or selling a business shouldn't be trial by fire. From Redpath and Company, an accounting and advisory CPA firm based in Saint Paul, Minnesota.

Information

  • Creator
    Redpath and Company
  • Years Active
    2023 - 2026
  • Episodes
    61
  • Rating
    Clean
  • Copyright
    ©2024 Redpath and Company, LLC. All Rights Reserved.
  • Show Website
    The Transaction Abstract Podcast