Meet the Players: Every Seat at the Table in an Acquisition

What does a business sale look like from every seat at the table? Most deal stories get told from one side. Last week, our audience got all of them at once.

On October 16, Capstone M&A Managing Partner Jared Ribley joined a panel at the Private Enterprise at Olin ETA Summit, hosted by WashU Olin Business School's Koch Center for Family Enterprise.

ETA stands for “entrepreneurship through acquisition”: buying an existing business instead of starting one from scratch.

Jared’s session, “Meet the Players,” did something you rarely see. It put every party from one real transaction on the same stage to explain the role each one plays when a business changes hands.

Meet the Players

The deal was the sale of a St. Louis-area in-home care company, certified by the Centers for Medicare & Medicaid Services, that serves aged and disabled clients. Sitting side by side were the seller, Dionda Gatling; the buyer, Stetson Reed; legal counsel John Narayan; and Jared, who represented the seller.

Each player sees a different version of the same deal:

The seller is thinking about clients, employees and what she built, and wants to know they'll be taken care of.

The buyer is weighing risk, financing and what day one of ownership will look like.

The attorney protects their client and makes sure every document holds up.

The Intermediary keeps all of it moving: setting expectations, translating between sides and steering toward a closing that works for everyone.

When the players understand each other's roles, deals get done. When they don't, small issues turn into big ones.

Where It Got Hard

This was not a quick deal. From the day we were engaged to the day it closed, it took well over a year, and every player was tested. Healthcare businesses funded through Medicaid come with extra layers: revenue tied to authorized hours of care, state contracts and licensing, and lenders who look closely at every number.

Then results shifted in the middle of the process. That reopened the conversation about value. Buyer and seller reached a point where it wasn't clear the deal would get done.

Instead of walking away, the parties went back to the drawing board. They revised the letter of intent (the early agreement that sets price and key terms before the buyer's deep review of the business) and found a structure that both sides could live with. That took patience, honest conversations and advisors willing to work the problem rather than declare it dead.

How It Came Together

The deal closed, and the people who negotiated it from opposite sides could sit next to each other on stage and talk openly about how it went. That says something about how it was handled.

Jared often says he wants ETA students to understand the mechanics of a deal “but more importantly, to have empathy for the seller.” For someone buying a company, that empathy matters. It's often the difference between a stalled negotiation and a solved one. After the event, Doug Villhard, Olin's Academic Director and Professor of Entrepreneurship, pointed to Jared's “commitment to the process and really helping the buyer and seller be successful.”

What Owners Can Take From It

You don't have to be in healthcare to run into the same challenges. Ask yourself:

✔️  If my results dipped in the middle of a sale, could I explain why and show a path back?

✔️  Will my business keep performing while I spend months focused on a transaction?

✔️  Do I have advisors who will keep a deal moving when it stalls?

✔️  Am I open to a creative structure if a buyer and I see value differently?

Ready Before You Need to Be | Capstone Mergers and Acquisitions

The things that made this deal tough are the same things that make any business harder to sell: performance that depends on the owner, results that move unexpectedly and a business that's hard for an outsider to understand. The good news is that fixing them also makes your company stronger to run today. That's what puts you in control of your exit, whenever it comes.

Thinking about what a sale could look like for your business? Capstone M&A can help you understand every player at the table and make sure you have the right ones on your side.