You Don't Have to Be Picked First to Win the Deal

Duncan Scott spent 23 years building a business and interviewed twenty to thirty people about buying it. He screened for two things: that his crew would be looked after, and that his customers would be respected. 

The buyer he picked cleared that bar, right up until diligence, when he started walking the price back down. What looked like the best price in the room turned out to be an opening position, and the plan all along had been to bid high and grind it down.

So Duncan went back to Brendan Feinberg, the buyer he'd already passed over. Below, we break down how Brendan won a deal he'd already lost, what Duncan spent two decades building that made this many people want it, and why the highest number and the best offer aren't always the same thing. 

Why the second call went to Brendan

Staying warm only works if the seller wants you back. How did Brendan become the buyer worth waiting for? 

He knew price alone wouldn't win the deal. 

Most individual buyers finance with an SBA loan, which means everyone is running the same math: what can the business's cash flow support in debt payments? Work backwards from that and every serious offer lands in the same range. "You can play with it around the edges," Brendan told us, "but at the end of the day, the seller's comfort with you and your relationship is what's going to win you those deals." 

So he made an offer he could actually stand behind, and never moved off it. That mattered more than he could have known: when his first lender fell through and closing dragged on for months, the seller waited rather than walking. He'd already been burned by a buyer who retraded. He wasn't going to leave the one who didn't.

He explained the hard stuff in plain English. 

Trust usually breaks down once working capital discussions begin. Most sellers have never seen a net working capital adjustment before and it can feel like a trap. 

Brendan walked Duncan through it simply: take the 12-month average of receivables minus payables, set that as the target, and true it up at close. Hand over a balance sheet greater than the target, and the extra value comes back to you as the seller. Come in under it, and the price adjusts down.

The bigger picture: why these deals go to operators

If you're a self-funded buyer, someone who's done the work, lined up financing, and is ready to move, your profile is more compelling than you think.

Not because you can outbid anyone. Being self-funded is not a shortcut, and anyone selling it as one hasn't done it.

But you are the only kind of buyer who can promise the thing these sellers actually want: that you will be the person running it. A private equity platform can't say that. A strategic acquirer can't say that. You can. 

That approach is what won Brendan his deal. He priced it once and held it. He explained working capital in plain English before it could turn into a fight. When his lender fell through, he got on a plane and told Duncan the truth instead of managing him by email. None of that required capital. All of it required showing up.

The market is full of motivated sellers and motivated buyers who never find each other, or who find each other but can't close because one side wasn't ready. Buyers like Brendan, who show up organized, ask the right questions, and move with conviction, are exactly what this market needs more of.

Final thoughts

This is just one part of the conversation. Brendan also walked us through his SBA financing saga, two credit committee rejections and a new lender found over the holidays, plus his first 90 days in the seat, how he's thinking about AI in a business that runs on physical labor, and the second acquisition he's already closing on in Florida.

Watch the full interview here.