Owner dependence and selling an owner-dependent shop explain the haircut you are trying to retire. Non-competes keep the book from walking. Skilled labor succession names the deputy. Surviving quality of earnings as a seller still tests whether "the shop runs without me" was a document.
What belongs in the scope, and what should be left out?
In: a job-cost walkthrough, how travelers are closed, how scrap is booked, how the hero accounts like to be quoted, introductions on a script, a changeover on the oldest press, where the spare-parts cage actually lives, who at the registrar answers the phone. Out: running the company as unpaid GM, quoting every job forever, landlord drop-ins that turn into estimating sessions, and "I'll stop by when I'm in town."
Write hours per week and a decline curve. Thirty to ninety days of declining time is common on Main Street files as a broker observation, not a statute. Owner-quoted shops and certified suppliers with portal names often need a longer tail. This page will not freeze a number that counsel cannot live with.
| Deliverable | Why it exists | Done-when test | Who sits in the room |
|---|---|---|---|
| Quoting transfer | The book has to live in a second chair | Deputy quotes a week without the seller | Estimator + buyer |
| Customer intros | Whale should hear one story | Scripted calls completed | Seller first, buyer present |
| Job-cost walkthrough | QoE and peg need the same method | Buyer can close a traveler | Controller |
| Portal / registrar | Access is a person | Names updated | Quality lead |
| Maintenance restart | One-person tribal knowledge | Buyer team restarts the press | Maintenance lead |
| End date | Training is not a career | Hours hit zero | Both sides |
Deloitte/MI's 3.8 million / 1.9 million figures (Source: Deloitte/MI, 2024) explain why the deputy may not exist yet. Build one during exclusivity if you can. Paying the seller to remain the only quoter is renting the problem.
How should pay, hats, and the landlord role stay separate?
Pay the hours. A daily or hourly number in the APA beat a favor. If the seller rolled equity, units are not wages — see rollover. If they also keep the building, write the landlord hat versus the consultant hat. Walking the floor to check the roof is not an estimating session.
BLS OEWS May 2025 medians — machinist $58,750, welder $53,750 (Source: BLS) — belong in the replacement-wage memo that QoE already tested. Transition pay for the owner is a different line. Do not hide it as an add-back after close.
SBA 7(a) still caps at $5 million with a 10% injection (Source: SBA). Individual buyers inside that box often are the new operators. They need the training more than a sponsor with a bench. The loan does not teach the second chair.
How do the first ninety days and the covenant work with the training window?
First 90 days is the buyer operating essay. The transition exhibit should match that calendar: week one introductions, week two–four quoting side-by-side, then declining hours. Employee transfer happens the same Monday. Do not train a floor you have not offered jobs to.
The covenant starts when competitive work would start. Training is not a license to quote for a cousin. If the seller "helps" a neighbor during the window, you have a covenant problem and a training problem.
IBBA's 83% three-offer fact on >$5 million deals (Source: IBBA) is a process fact. It does not mean you can leave hours blank because another buyer "won't need training." Owner-quoted files always need a window.
What should the LOI say so "I'll be around" never ships?
Write a paid consulting period, a target hour band, and that a scope exhibit will name quoting, introductions, and job-cost. Write an end date. Write that landlord access, if any, is a separate hat. Write that key-employee stay packages sit beside the owner's hours.
Main Street manufacturing at 2.75x median SDE on about $268k earnings (Source: BizBuySell / Iconic) is usually an owner-quoted sde-under-1m file. Training is the deal. An ebitda-3-10m certified shop talking a synthesized 6.5x–9.0x band may have a quality manager and still need the owner on two hero portals for a quarter. Stanford's $16 million / ~6.2x / ~25% median (Source: Stanford GSB) describes searchers who will write a real consulting exhibit. That median is never a job-shop multiple.
What does an illustrative training window look like when it works?
Illustrative only. 18-person fab, owner quotes 65% of jobs, 60-day window, 25 hours/week month one, 10 hours/week month two, deputy hired during exclusivity, whale introduced on day four, seller becomes landlord only after hour zero. Ordinary.
A second file: "call me anytime," no number, no deputy, seller in Florida by week two, estimator walks. Buyers who underwrote "the shop runs itself" learn otherwise. QoE had already warned them. They did not write the hours.
BizBuySell's 223-day 2025 manufacturing median (Source: BizBuySell) is a planning number. Use part of it to build the deputy, not to hope the seller will remain unpaid GM.
Census CBP 2023 counted 284,452 establishments, 68.4% under 20 employees (Source: Census CBP). Most transitions are short and personal. Write them anyway.
Educational information only. Counsel drafts the consulting exhibit. Jason Taken is a business broker with HedgeStone Business Advisors. No training window guarantees the book will stick.
How should a buyer use the window without becoming dependent on the seller's phone?
Schedule the hours. Put them on a calendar both sides can see. Record the quoting rules in a memo the deputy can open on a Thursday. If the seller is the only person who can price a family of parts, that family is the training syllabus — not a standing meeting that never ends.
Do not let the seller keep the cell phone number the whale has used for twenty years without a cutover plan. Introductions exist so the number can change. If the seller is also quoting for "just this one customer" in month four, you did not buy a company. You rented an owner.
How owner dependence affects value already priced this risk. The transition is how you retire it. If you cannot retire it in the window you wrote, you needed a longer window or a lower price. Do not discover that in month seven.
Fed utilization 76.0% (Source: Fed G.17) does not teach a deputy. Combined 7(a)+504 can reach $10 million (Source: SBA); that stack still needs someone who can quote. ISM Prices 71.1 (Source: ISM) does not write a traveler.
What seller mistakes turn training into a second job they did not sell?
Refusing to name hours because it feels small. Ghosting after the wire because the check cleared. Using landlord visits to keep control. Undercutting the deputy in front of the floor. Taking a "quick quote" for a neighbor. Those mistakes blow the covenant and the training.
The other mistake is overstaying. A seller who will not leave becomes the bottleneck the buyer paid to remove. Write the end date. Honor it. Census CBP 2023's 284,452 establishments and 68.4% under 20 employees (Source: Census CBP) means most owners are the book. Leaving is the product.
Jason Taken will keep the CIM from treating "I'll help as long as you need" as a document. HedgeStone will ask for hours and a deputy name. If there is no deputy, start hiring during exclusivity. Do not wait for Monday after the wire to post the ad. The 223-day planning number (Source: BizBuySell) is long enough to find a quoter if you start. It is not long enough if you start after close.
Customer introductions should follow the same script as consents: seller speaks first, buyer present, one story. Do not let the seller promise "nothing will change" if price lists or lead times will. Do not let the buyer pitch a corporate volume deal on day two that starves an earn-out. The window is for transfer, not for rewriting the commercial deal in the parking lot.
If the owner is the only person who can talk to the registrar or the hero quality engineer, put those calls on the calendar in week one. Portal color on a customer site is a commercial finding. Person-specific approvals leave with the person unless you transfer them on purpose.
Travel and remote "I'll Zoom the quotes" is a weaker transfer than standing at the same desk as the deputy. Budget a few on-site weeks even if the seller has already moved. A laptop in another state is how tribal knowledge stays tribal.
Illustrative only, third file: ebitda-1-3m plastics shop, synthesized 5.0x–6.5x band, owner stays 40 days, molds and resin lots walked with the new lead, two OEM quality engineers introduced, hour zero on day 41, landlord visits only with notice. Ordinary. A fourth file: seller "available by text," deputy never hired, whale still calls the old cell in month six. That is a failed window, not a long one.
HedgeStone will write hours into the LOI. How it works still keeps the floor quiet until the process opens. Then the training is public enough to work and short enough to end. Those two sentences are the product. Everything else is a favor you will regret — or a stay you did not price. Price it. End it. Let the deputy quote. A last reminder: transition pay is not an add-back after close and not a second bite. It is wages for a defined job that ends. Write the job. Then end it on the date you wrote.