Deal Structure Episodes

What does capital really look for when evaluating a deal? In this episode of the M&A Source Podcast, host David Dejewski sits down with Ryan Ochs, Founder and Managing Partner of RDP Advisory, to discuss how lenders and investors evaluate midd...

Connect with Us and Access Show Resources: https://snip.ly/mas_interact29 (https://snip.ly/mas_interact29)In this episode, we connect asset dispositions (Form 4797), depreciation timing and Section 179 (Publication 946 / Form 4562 support), operating net working capital (process-first peg method + dollar-for-dollar true-up), and asset allocation reporting (Form 8594 residual method). We focus on building a defensible, repeatable approach that holds up in buyer diligence and reduces friction in LOI and purchase agreement drafting.Topics DiscussedIntroduction and Problem StatementThe episode opens by identifying a common pattern in M&A deals: parties argue about working capital adjustments and purchase price before agreeing on what the numbers actually mean. Simultaneously, seller earnings appear distorted due to equipment sales, asset write-offs, or Section 179 depreciation elections. This creates confusion among buyers, sellers, attorneys, CPAs, and brokers who talk past one another. …