Sell-Side M&A
Prepare the company before buyers begin defining its value.
A business sale is not only a search for a buyer. It is a controlled sequence of preparation, evidence, competition, diligence and negotiation around an owner’s most consequential asset.
When this becomes relevant
- Shareholders are evaluating a full sale, partial sale or strategic partner.
- An unsolicited approach has created pressure to respond.
- Succession options point toward an external transaction.
- The company needs to improve sale readiness before going to market.
Scope
Sell-Side M&A
- Owner objectives, deal perimeter and readiness
- Normalized EBITDA, valuation range and value bridge
- Information memorandum and management presentation preparation
- Buyer universe, controlled outreach and NDA process
- Indicative offers, LOI, due diligence, negotiation, signing and closing coordination
A disciplined process
- 01
Readiness
Confirm ownership goals, transaction perimeter, financial quality, dependencies and issues that could reduce value or certainty.
- 02
Positioning
Build a defensible value narrative supported by normalized financials, market context and operating evidence.
- 03
Buyer process
Develop and prioritize the buyer universe, manage confidential contact and qualify interest.
- 04
Offers and LOI
Compare valuation, structure, financing, conditions, timing and execution credibility—not only headline price.
- 05
Diligence
Coordinate the data room, Q&A and management access while protecting consistency and momentum.
- 06
Signing and closing
Support commercial negotiations and coordinate the workstreams led by legal, tax and other specialists.
Questions that shape the decision
- What is being sold: shares, assets, a division or a partial stake?
- How should owner compensation, related-party costs and one-offs be normalized?
- Which buyers can pay for synergies, and which can actually close?
- What portion of value is exposed to earn-outs, escrows, warranties or working-capital adjustments?
Methods and working tools
- Sale-readiness diagnostic
- Normalized EBITDA and net-debt bridge
- Buyer segmentation and contact protocol
- Comparable offer matrix and issue tracker
Common mistakes
- Talking to buyers before shareholders agree on objectives and walk-away conditions.
- Sharing inconsistent numbers across the teaser, memorandum, data room and management presentation.
- Choosing exclusivity before testing funding, approvals and diligence scope.
- Waiting for diligence to discover customer concentration, tax exposure or owner dependency.
Frequently asked questions
How long does selling a business take?
Preparation and execution commonly take months, not weeks. Timing depends on readiness, buyer interest, diligence complexity, approvals and financing; a credible plan should include delay scenarios.
Is the highest offer always the best offer?
No. Certainty, structure, financing, conditionality, liabilities, timing and the buyer’s ability to execute can outweigh a higher headline number.
Do I need a valuation before approaching buyers?
A defensible range helps set expectations, choose the process and compare offers. It is not a guarantee of the final negotiated price.
Related advisory services
Confidential conversations.
Considering a business sale?
Discuss the situation before an approach or timeline limits the available options.