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Today’s story: A seasoned buyer eyes a $2.6M accounting group. Will a creative financing strategy be enough to seal the deal?
Before we dive in…
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Now, onto today’s deal…
This week’s buyer isn’t new to the game. They already:
That’s why today’s target caught their eye: a 3-location group nearby, pulling in $1.7M revenue and about $730K SDE.
On paper, the seller has been busy rolling up smaller practices. In reality, though, little has reportedly been integrated. As the buyer put it:
To most, that’s a headache, leaving staff and clients worn down by constant transitions. To this buyer, it’s an opening:
“This would allow me to triangulate the local market. I already have two locations north and northwest of the city. This would put me south and southeast.”
The play is clear: cut costs, add high-margin tax advisory, and expand regional reach. But the real driver is generational:
The vision is long-term. The question is whether the near-term details line up.
Let's dig in...
Deals often live or die on structure.
In smaller past deals, the buyer relied on short-term seller notes. With payroll as the single largest fixed cost in accounting firms, that approach wasn’t workable for a deal this size.
The original plan was standard: SBA loan plus a seller note. But after running the numbers with community coaches, the buyer reframed the offer: 10% down, a 20-year seller note, pitched as an annuity.
Why it works:
Great structure, if the seller bites. The open question: can the business produce the reliable cash flow that both sides would depend on?
The seller has recently been rolling up smaller firms, but without a real integration plan. Each office bills and invoices differently, and there’s no cohesive leadership team in place. As the buyer put it, “They have no cohesive structure or SOP anywhere.”
Multiple ownership transitions in a short window can wear people down. The buyer knows it firsthand: “Clients and staff might be fatigued from that.” Winning back trust and preventing further turnover will take work.
The seller also owns all three buildings. That means even after the deal, the buyer will be cutting checks to the seller every month. As the buyer admitted, “I really have to like this guy.” A long-term lease plus a long-term seller note ties the parties together, for better or worse.
For all the risks, this deal comes with real levers to pull.
By folding 3 offices into existing systems, the buyer expects to strip out overlaps from software to benefits plans and cut about $100K in expenses right off the bat.
The seller offers basic tax prep, bookkeeping, and payroll. But there’s zero tax advisory — one of the most profitable lines in the industry. As the buyer noted, “They do none of it. They don’t even offer it. But that doesn’t mean the client list isn’t begging for it.”
Subscription packages for accounting services are becoming the norm, locking in stickier client relationships and smoothing out cash flow. The current owner hasn’t built them out. Plus, adding 3 locations to “triangulate” the local market puts the buyer in striking distance of true regional dominance, making it harder for private equity roll-ups to muscle in.
Accounting might sound steady and boring. But right now, it’s both one of the hottest sectors for roll-ups, and one of the most exposed to disruption.
Billions in dry powder are chasing “professional services” deals. The average age of firm owners is climbing past 60, and many are ready to retire. That creates a feeding frenzy for outside capital to scoop up local firms and stitch them into national platforms.
A well-run accounting firm can run at extremely high margins for a non-SaaS model, especially when tax advisory sits on top of basic compliance work. That’s one reason valuations have ticked higher, with premiums paid for firms that have recurring revenue baked in.
Automation is already changing the ground game. Countless AI tools from industry giants and new startups are already handling bookkeeping, tax prep, and basic reporting, serving as both a savior from and likely catalyst for a trend of falling talent in recent years.
Many more accounting workflows will be automated over the next decade. That will shift value toward higher-order work: planning, strategy, and client trust.
The buyer is ready to move forward into due diligence, negotiations, and the potential grind of integration. The financing pitch is in place, the upside is visible, and the legacy vision is clear.
But readiness on one side doesn’t guarantee agreement on the other. That’s the real tension now: the buyer has a plan. The question is whether the seller will see themselves in it.
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