DealSuiteAI

Acquisition Ace  ×  Deal Suite

Prepared for Ben Kelly

The deal room for Acquisition Ace

Intake → Closing-ready package

Where your students can structure and paper their next deal.

The sample below follows one acquisition — financed with an SBA loan and a seller note — from intake through a closing-ready package.

Where this fits

Your students already know how to find the deal.
This is the step after they win it.

Acquisition Ace teaches them to source and underwrite. Then the LOI is accepted — and the deal has to be structured and papered correctly. That's the gap.

  1. 01

    Find

    Deal flow, screening, outreach

    Acquisition Ace

  2. 02

    Underwrite

    Calculator, valuation, financing fit

    Acquisition Ace

  3. 03

    Structure & paper

    Seven closing-ready documents

    Deal Suite

How they do it today

  • —Templates bought piecemeal, each from a different source
  • —Terms retyped into seven documents — and they disagree
  • —A $15,000 quote to fix it, or a deal papered on hope

With Deal Suite

  • ✓One intake captures the deal terms once
  • ✓Seven documents drafted from that single set of terms
  • ✓Consistency checks run before anything exports

Inside the workspace

The terms are entered once.
The package builds from them.

This is what your students see: a Deal Map holding the economics, and a document package drafted from that single set of terms.

Deal Map
SBA + seller note
Purchase price$1,200,000
Cash at closing$1,020,000 · SBA 7(a)
Seller note$120,000 · 10% · 24 mo. standby
Seller upsideEarnout on revenue growth
Every document uses these terms
Document package
6 of 7 ready
Structure MemoReady
Letter of IntentReady
Asset Purchase AgreementReady
Seller Promissory NoteReady
Security AgreementReady
Earnout ScheduleReady
Transition Services AgreementIn progress

Coastal Air Mechanical

residential and light-commercial HVAC service, maintenance, and system replacement · Clearwater, Florida

A cash-flowing boring business, bought with 5% down — the playbook you've run eight times.

Purchase price
$1,200,000
Cash at closing
$1,020,000
SBA 7(a) — 85%
Seller note
$120,000
10% — full standby, 24 mo.
Buyer equity
$60,000
5%
Note rate / term
8.0% / 60 months
Seller upside
3% of revenue over $2.4M
capped at $90,000
Transition
90 days, 20 hrs/week
Structure
Asset purchase

Structure Memo

Plain-English explanation of the deal, generated before any document is drafted. Written for the buyer, not for the lawyers.

Excerpt — reference only. Selected sections of a 9-section document. Section numbers are those of the full document, so omitted ranges are marked in place rather than renumbered. Exported packages contain every section, signature blocks, exhibits, and schedules.

STRUCTURE MEMO — COASTAL AIR MECHANICAL

Prepared for: Ridgeline Service Holdings, LLC  |  Date: October 14, 2026

WHAT YOU ARE BUYING

You are buying the assets of Coastal Air Mechanical — its trucks, tools, inventory, customer list, service contracts, phone number, name, and goodwill. You are not buying the company itself. This matters: liabilities that exist inside the seller's corporation — old tax bills, a pending employee claim, a lawsuit nobody told you about — stay with the seller. They do not follow the assets to you.

HOW YOU ARE PAYING FOR IT

The price is $1,200,000, paid three ways:

(a) $1,020,000 in cash at closing, funded by your SBA 7(a) loan. The seller receives this by wire the day you close.

(b) $120,000 as a seller note — you owe this to the seller over five years at 8% interest. Because your SBA lender requires it, this note is on full standby for the first 24 months: you make no payments to the seller at all during that period, and the interest accrues onto the balance. Payments of approximately $4,362 per month begin in month 25.

(c) $60,000 of your own money, contributed as equity at closing.

WHAT THE SELLER GETS IF THE BUSINESS GROWS

The seller kept a piece of the upside. For three years after closing, if annual revenue exceeds $2,400,000, the seller receives 3% of every dollar above that line, up to a lifetime cap of $90,000. This is measured on revenue, not profit — deliberately, because revenue is harder for either side to argue about.

What protects you: the cap. Your maximum exposure is $90,000, known today.

What protects the seller: you agreed not to restructure, divert, or reclassify revenue to suppress the earnout, and the seller can request supporting records once per year. If you sell the business before the earnout period ends, the unpaid balance accelerates.

WHAT SECURES THE SELLER'S NOTE

The seller holds a security interest in the assets you just bought — subordinate to your SBA lender, which is a condition of your loan. In practice: if you default on the seller note, the seller has rights against the equipment, inventory, and receivables, but the bank is paid first. The seller's counsel will file a UCC-1 to perfect that interest.

Your obligations under the note are personally guaranteed. Read that sentence again. If the business cannot pay, the seller can pursue you individually.

WHAT THE SELLER OWES YOU AFTER CLOSING

For 90 days, the seller works up to 20 hours per week introducing you to customers and vendors, transferring operating knowledge, and keeping the technicians steady. This is a contractual obligation, not a favor. The seller is also bound by a four-year non-compete within 50 miles and may not solicit your customers or employees.

WHERE THIS DEAL IS EXPOSED

1. Customer concentration. Diligence should confirm no single customer exceeds 15% of revenue. If one does, the earnout threshold and your loan coverage both deserve a second look.

2. Technician retention. The value here is the crews. Their employment is at-will and they are not bound to stay. Consider retention agreements with the two senior techs before closing, not after.

3. The standby period is a false calm. No seller-note payments for 24 months makes early cash flow look better than it is. Model month 25 now — $4,362 monthly is a real number and it arrives whether or not the business grew.

4. Indemnification is capped at $180,000 (15% of price) with a $12,000 basket. If undisclosed liabilities exceed that, the excess is yours.

What runs before any of it exports

Templates contradict each other — a purchase agreement promising security the security agreement never grants. Here, every document is drafted from one set of terms, then checked against the rest.

Consistency checks — this package

  • ✓Seller financing amount reconciles across LOI, APA, Note, and Security Agreement$120,000 in all four documents.
  • ✓Purchase price components sum to stated total$1,020,000 + $120,000 + $60,000 equity = $1,200,000.
  • ✓Security Agreement collateral matches Purchased Assets in the APANo lien granted over assets the buyer is not acquiring.
  • ✓Seller note is secured — Security Agreement presentSeller financing greater than zero with payment security elected.
  • ✓Standby period in the Note is consistent with senior-lender subordination24-month full standby in the Note; subordination and standby-creditor terms present in the full Note.
  • ✓Earnout has a defined metric, reporting obligation, and audit rightRevenue-based, 60-day statement, one audit per Measurement Period.
  • ✓Setoff rights do not create circular defaultGood-faith setoff under the APA, Earnout Schedule, and TSA expressly excluded from Events of Default.
  • ✓Restrictive covenants appear once and are cross-referenced, not duplicatedThe APA restrictive-covenant section governs; TSA Section 7.3 defers to it.

Risk flags raised to the buyer

  • Seller note carries a personal guarantyBuyer's principal is personally liable for the $120,000 note. Flagged because first-time buyers routinely sign this without registering what it means.
  • Payment shock at month 25The 24-month standby defers $4,362/month. Cash-flow modeling should assume the payment, not the standby.
  • Indemnification cap is 15% of purchase price$180,000 cap with a $12,000 basket. Fundamental reps, fraud, and Excluded Liabilities are carved out and uncapped.
  • Earnout measured on revenue, not EBITDAReduces dispute risk but does not protect the buyer against margin compression from growth.

Flags surface before export, not at closing. The buyer decides what to do about them.

The offer we're proposing

Acquisition Ace gets them to a handshake.
Deal Suite gets them to a signature.
$99 for your audience. $999 everywhere else.

Your members come out of Acquisition Ace knowing how to find and structure a deal. Deal Suite is where they paper it, carrying those same terms into a closing-ready package. A natural add-on to what you already deliver, at $99 one time, exclusive to your audience.

Acquisition Ace price

$99$999

One-time · Full Suite access

Exclusive to Acquisition Ace. Standard pricing is unchanged for every other customer, so the discount stays yours.

What the $99 includes

  • ✓Full Suite platform access — every document type, every structure
  • ✓Unlimited deals, unlimited drafts, unlimited exports
  • ✓Consistency and risk checks on every package
  • ✓Word and PDF exports with signature blocks, exhibits, schedules

What it does not include

  • —Legal advice, representation, or an attorney-client relationship
  • —Deal-by-deal attorney review or consultation

Platform access only. Deal Suite is a document platform, not a law firm, and every package recommends review by licensed counsel before signing.

Nothing to build.

No risk to your current offer.

A value add that complements your current offer and drives new revenue.

The partnership

Give every Acquisition Ace student a deal room like this one.

You teach the acquisition. We handle the paper — branded for Acquisition Ace, built by a practicing attorney. Your logo, your colors, your face on it the day you say yes.

See the platformLet's talk, Ben

K. Alan Becker, Esq. · Florida Bar No. 1010342 · Partner Counsel