The situation
Jing and Hua had spent over a decade building a property services business in Thunder Bay, starting as real estate agents and gradually adding property management contracts across the region. By early 2026, they had a clear thesis: homeowners and property managers who needed a real estate agent also needed a plumber, and controlling both ends of that relationship meant steadier revenue and fewer subcontractors setting their own prices. They set their sights on a well-regarded local plumbing company built over twenty-five years by its founder, Sanjay, who employed about forty tradespeople and was ready to step back from day-to-day operations.
The two sides reached an agreement in principle on a purchase price of roughly $24 million, structured as a share purchase with an earn-out tied to revenue retention over the following two years. It was, on paper, a straightforward strategic acquisition. In practice, Jing and Hua were about to discover that a deal this size does not run on two people's instincts — it runs on the coordinated work of accountants, insurance brokers, a lender's counsel, an environmental consultant, and a law firm, all with their own timelines and their own questions, arriving at once.
The problem: too many advisors, not enough traffic control
Within the first month of due diligence, Jing and Hua found themselves fielding requests from five different professionals: their accountant wanted three years of the target's financial statements reconciled against tax filings; their lender required an updated appraisal of the plumbing company's vehicle fleet and equipment before it would finalize financing; an insurance broker needed to assess the target's liability coverage and claims history; an environmental consultant had flagged the need to check for underground fuel storage tanks at one of the company's two shop locations; and Sanjay's own lawyer was sending back a purchase agreement with dozens of proposed changes.
Each advisor's request was reasonable on its own. Together, they were consuming most of Jing and Hua's working week — time that should have gone into running their existing property business, which still had its own clients, listings, and management contracts to service. Worse, without someone tracking what had been asked, answered, and outstanding, the same document requests were landing on Sanjay's desk twice from different advisors, straining a relationship the deal depended on. A strategic acquisition can survive tough negotiation over price. It rarely survives the seller deciding the buyer's team is disorganized and difficult to work with.
What we did
- Took over as the single point of coordination. Our team set up a shared due diligence tracker listing every outstanding item, which advisor had requested it, and its status. Instead of five professionals emailing Jing and Hua directly, requests were funnelled through our office first, so the same question was never asked twice and Sanjay's side had one point of contact rather than five.
- Set a weekly cadence instead of constant interruptions. We moved the deal team to a standing weekly call — accountant, insurance broker, lender's counsel, and our firm — where open items were reviewed together. Jing and Hua joined for fifteen minutes at the end to make decisions on anything that needed their input, rather than being pulled into ad hoc calls throughout the week.
- Triaged which findings actually mattered. The environmental consultant's underground storage tank concern turned out to affect only one of the two shop properties, and a records search showed the tank had been decommissioned and removed years earlier with proper documentation on file. We closed that item in days rather than letting it sit as an open risk through the whole process.
- Negotiated the purchase agreement directly with Sanjay's lawyer. Rather than routing every clause back through Jing and Hua for review, we handled the back-and-forth on standard deal mechanics — representations, warranties, the escrow holdback — and brought them in only on the handful of points that were genuinely commercial decisions, such as the length of Sanjay's post-sale non-competition period and how the earn-out would be measured.
- Flagged the working capital gap early. Partway through diligence, our accountant identified that the plumbing company's closing working capital — the cash, receivables, and inventory needed to run the business day to day, net of short-term liabilities — was trending below the roughly $1.8 million target set in the letter of intent. We raised it as a live issue immediately rather than waiting for a post-closing dispute.
- Built the escrow mechanism to absorb exactly this kind of gap. The purchase agreement already held back $1,000,000 of the purchase price in escrow for twelve months precisely to cover adjustments like a working capital shortfall, so when the gap materialized, there was a pre-agreed mechanism to resolve it rather than a fight over new terms.
The outcome
The deal closed on schedule, but not on the exact terms either side had first proposed. At closing, the plumbing company's actual working capital came in at roughly $1.4 million against the $1.8 million target — a shortfall of about $400,000, largely from receivables that had aged longer than expected while Sanjay's team was focused on the sale process instead of collections. Under the purchase agreement, a shortfall of that size should have come directly out of the $1,000,000 escrow.
Sanjay's lawyer pushed back, arguing that part of the shortfall reflected normal seasonal fluctuation in a plumbing business rather than a true decline in the company's financial position, and that deducting the full $400,000 was not a fair reading of the working capital target. Rather than let the dispute run to arbitration, which the purchase agreement allowed for but which would have cost both sides months and legal fees neither wanted to spend, we negotiated directly with Sanjay's counsel. The two sides settled on a $250,000 deduction from escrow — reflecting the portion of the shortfall tied to genuinely stale receivables — while releasing the remaining $750,000 of the holdback to Sanjay after the twelve-month period, on schedule.
It was not the clean full recovery Jing and Hua initially wanted, and Sanjay did not walk away with the full escrow amount he expected either. But it closed a real dispute without litigation, preserved a working relationship the earn-out structure still depended on for two more years, and let Jing and Hua get back to running the combined business rather than fighting over $150,000 of the gap. The acquisition itself succeeded: the plumbing company was folded into their property services operation, and the coordinated deal team meant the two of them spent the bulk of the diligence period on their existing clients rather than buried in advisor requests.
What you can learn from this
- On a deal of any real size, someone needs to own coordination between advisors. Without a single point of contact, the same requests land on the seller twice and buyers lose weeks to scattered emails instead of decisions.
- A weekly cadence beats constant interruptions. Batching advisor questions into a standing call protects the buyers' time for running their actual business during diligence.
- Working capital targets are common ground for post-closing disputes. Set the target and the adjustment mechanism clearly in the letter of intent, and use an escrow holdback so a dispute has money to resolve against rather than becoming a lawsuit.
- Not every finding deserves equal weight. A disciplined team triages diligence issues quickly — closing out non-issues fast and putting real attention where the risk actually is.
- A negotiated compromise on a post-closing adjustment, reached directly between counsel, is often faster and cheaper than the arbitration clause both sides signed but neither wants to use.
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