Notes from the research desk.
Plain-language research on deals, capital and the markets underneath them, from the Platinum Partnership's editorial team. Written for operators. Never advice.
Latest notes
Earnouts: The Negotiation Mechanic Most Operators Misunderstand
On paper they're a bridge between valuation gaps. In practice they're where the next two years of friction get pre-loaded.Why Founder Sellers Lose Money in the Wire
The closing payment is rarely the number on the LOI. Here's where the gap typically hides, and how seasoned sellers control for it.Add-On Acquisitions: The Real Math of Multiple Expansion
Why buying a $5M EBITDA business at 5x can look like 8x to an institutional buyer downstream.Reps & Warranties Insurance: When It’s Worth the Premium
R&W insurance closes deals — it also kills them quietly when operators misread what carriers are actually buying.Working Capital Pegs: The Number That Costs Sellers Most
Most sellers lose six figures at the closing table to a clause they agreed to three months earlier.The Quality of Earnings Report, Demystified
Buyers commission it. Sellers fear it. Understanding what the analyst is actually hunting for changes the negotiation entirely.Letter of Intent vs. Definitive Agreement: What Actually Binds
Most LOIs create the illusion of a deal. A few clauses inside them create actual legal exposure.Asset Sale vs. Stock Sale: The After-Tax Picture
The deal structure you agree to in the letter of intent quietly determines how much of the purchase price you actually keep.F-Reorgs, Explained for Operators
The structural bridge between S-corp legacy and clean PE acquisition — and why most sellers underestimate the prep work.Drag-Along, Tag-Along, and the Minority Shareholder
The provisions that look like boilerplate until a $40 million wire is on the table.Section 338(h)(10) Elections, Without Tears
The election that reorganizes who actually wins in a corporate acquisition — and most buyers never model it correctly.Indemnification Caps and the Survival of Reps
Most buyers negotiate price. Sophisticated ones negotiate what happens after the wire clears.
One question per note, worked through plainly.
Each note takes one thing an operator or investor actually runs into, a deal mechanic, a rule, a shift in a market, and works through it without jargon or hype.
The notes are published by Platinum Research, the editorial desk of the Platinum Partnership, and grouped by topic so you can follow one thread.
These notes are education, not advice
They express general market views and educational commentary. They are not financial, investment, legal, tax or accounting advice, not a recommendation to buy, sell or hold anything, and not personalized to your circumstances. Markets are uncertain and capital can be lost in part or in whole. Speak with your own licensed professionals before acting on anything here.
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