Demystifying the Deal: What Really Happens Once You Sell

By Neil Swindale — Episode 6 of the Mergers & Acquisitions Show

For many vending and refreshment operators, the idea of selling a business feels intimidating. Not because of the decision itself, but because of what comes after. NDA. LOI. Term sheet. APA. The alphabet soup can make the process seem far more complicated than it really is.

On this episode of the Mergers & Acquisitions Show, Orrin Huebner and I walked through what actually happens once a verbal agreement is reached and why the process is far more manageable than most operators expect. This was a true meat-and-potatoes conversation. Not flashy. Just important knowledge for anyone even thinking about a future exit.

Protection Comes First

Before any meaningful information is shared, non-disclosure agreements are always in place. Confidentiality is taken seriously from the very beginning. Sensitive details like locations, revenue, and account lists are protected, so sellers are not exposed if a deal does not move forward.

When an experienced intermediary is involved, confidentiality goes even further. Account names are masked and replaced with numbers throughout the process. Buyers analyze performance without knowing who the actual customers are until the final stages of the transaction. This allows sellers to explore opportunities without putting their business at risk.

The Term Sheet Is Not the Finish Line

Once a buyer and seller align verbally, the next step is the term sheet, sometimes called a letter of intent. This document is often misunderstood and unnecessarily feared.

A term sheet is a high-level blueprint, not the final contract. It outlines the purchase price and structure, assets included, holdback or earn-out terms, exclusivity, and the scope of due diligence. With the key exception of exclusivity, it is generally non-binding.

Think of it as a written handshake that says, if everything checks out, this is the deal we expect to close. Signing a term sheet does not mean giving up control. It simply allows both parties to move forward seriously and efficiently.

Holdbacks Are Often Better Than Feared

Holdbacks tend to create the most anxiety for sellers. The concern is usually the same: what if the buyer runs the business poorly and the seller loses money later?

In practice, that fear rarely plays out. In Orrin’s experience across dozens of transactions, most sellers receive their full holdback and often more. Larger buyers are motivated to grow revenue quickly through better equipment, micromarkets, smart coolers, and expanded offerings. When deals are structured correctly, sellers benefit from that upside.

The APA Is Where the Details Live

After due diligence begins, the deal moves toward the Asset Purchase Agreement. This is the formal legal contract, and yes, it is long. For smaller buyers, it might be 20 to 25 pages. For larger or publicly traded buyers, it can exceed 50 pages.

Much of that length exists to protect the buyer and its shareholders, not to harm the seller. The key is understanding that not every paragraph carries equal weight. Good advisors help sellers focus on the provisions that could materially affect them instead of rewriting the entire document and dragging the deal out with unnecessary legal costs.

Why Experience Matters

One theme that comes up repeatedly is the value of experience. Most sellers go through this process once in their lifetime. Buyers, especially large ones, may complete dozens of acquisitions every year.

An experienced intermediary helps balance that dynamic by keeping emotions in check, protecting confidentiality, maintaining momentum, controlling legal costs, and preventing small issues from killing good deals. In some cases, that guidance can mean the difference between closing on time or not closing at all.

Closing Day Is Quieter Than You Think

By the time the APA is finalized, most of the heavy lifting is already done. Documents are signed, often electronically. Inventory is counted and settled separately. Employees are informed. Assets transfer.

Then the wire hits.

For operators who have spent decades managing payroll, equipment failures, and staffing challenges, that moment often brings relief, validation, and a deep breath all at once.

The Bigger Takeaway

While this conversation focuses on mergers and acquisitions, the lessons extend far beyond selling. More operators are running their businesses as if they might sell someday. They document processes, adopt better technology, focus on margins, and build stronger teams.

Whether you sell in two years, ten years, or never, those habits make your business better.

That is the real win.

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Orrin Huebner is the CEO of Orrin Huebner LLC. After many years of being an owner/operator, he now consults and is an intermediary to the industry. His experience as a very successful operator and then leading OCS for a Canteen provides great value.