How the M&A Process Works
A clear, step-by-step guide to selling your business with the help of a professional M&A advisor — written for business owners, not bankers.
Go-To-Market Preparation
Getting your business ready for buyers
Before a single buyer is contacted, your advisor works behind the scenes to position your company for the best possible outcome. This is the foundation — skip it and you risk leaving money on the table.
High-Level Due Diligence
Your advisor reviews your financials, customer base, contracts, and operations to identify strengths to highlight and potential concerns a buyer may raise. Think of it as a pre-flight check — catching issues early means smoother negotiations later.
Valuation Alignment
Your advisor runs a detailed valuation analysis to confirm the expected range aligns with your expectations. This prevents wasted time pursuing deals that don't meet your goals. Comparable transactions, industry multiples, and adjustment factors all play a role.
Confidential Information Memorandum (CIM)
Also known as "the book," the CIM is a professional document that tells your company's story to prospective buyers. It covers your business overview, financial performance, growth opportunities, management team, and market position. A well-crafted CIM is one of the most important tools in the sale process.
Try Our AI-Powered CIM BuilderBuyer Identification
Your advisor builds an initial target list of high-quality buyers across key categories: strategic acquirers (companies in your industry that benefit from the acquisition), private equity firms (financial buyers seeking returns through operational improvement), and independent sponsors or searchers (individuals backed by investors looking to acquire and operate a business).
Generate a Buyer ListBlind Teaser
A one-page, anonymized summary of your company is prepared to market the opportunity without revealing your identity. This teaser is the first impression buyers get, so it needs to be compelling while protecting confidentiality.
Stage 1 concludes once your advisor begins reaching out to prospective buyers.
Buyer Search & Negotiation
Finding the right buyer at the right price
This is where the process gets active. Your advisor manages all buyer communication, protects your confidentiality, and works to generate competitive interest in your business.
Teaser Distribution & NDAs
Your advisor sends the blind teaser to identified buyers along with a Non-Disclosure Agreement. Only after an NDA is signed and the buyer expresses genuine interest does your advisor share the full CIM. This layered approach protects your business information at every step.
CIM Delivery & Initial Diligence
Once buyers have the CIM, they'll start asking questions — about your financials, customer relationships, growth trajectory, and more. Your advisor fields these requests, coordinates responses, and keeps the process organized so you can stay focused on running your business.
Buyer Qualification
Not every interested party is a serious buyer. Your advisor qualifies buyers by examining their financing capabilities, strategic rationale, and whether they value your company appropriately. This protects you from wasting time with tire-kickers or buyers who can't close.
Management Meetings
For serious, qualified buyers, your advisor coordinates face-to-face or virtual meetings between you and the buyer's team. These meetings are critical — they give buyers confidence in your leadership and give you a chance to evaluate who you'd want to entrust your business to.
Stage 2 ends when you sign a Letter of Intent (LOI) with one buyer. The LOI grants that buyer a period of exclusivity to finalize the transaction.
Analyze LOI Terms with Our AI ToolsDue Diligence & Closing
Crossing the finish line
After signing the LOI, the buyer conducts a deep-dive into your business. Your advisor continues to advocate for your interests, manage timelines, and drive the deal to a successful close.
Data Room Management
Your advisor helps set up and maintain a secure virtual data room where the buyer's team can access financial records, contracts, employee information, legal documents, and more. A well-organized data room signals professionalism and keeps the process moving efficiently.
Purchase Agreement Negotiation
The purchase agreement is the legally binding document that governs the sale. Your advisor works alongside your attorney to negotiate seller-favorable terms — including representations and warranties, indemnification caps, escrow amounts, earn-out structures, and working capital targets.
Advisor & Team Coordination
Your advisor coordinates with your legal counsel, CPA, and any other advisors on your side — plus the buyer's team and their advisors. This includes scheduling all-hands calls, tracking open diligence items, and ensuring nothing falls through the cracks as you approach closing.
Closing
The deal closes when both parties sign the purchase agreement and the funds transfer. Your advisor ensures all conditions are met, last-minute issues are resolved, and the transition is as smooth as possible. After months of work, this is the moment it all comes together.
Stage 3 concludes when the purchase agreement is signed by both parties and the money crosses the wire.
What Transfers in a Business Sale?
Understanding what the buyer receives — and what you keep — is essential to evaluating any offer.
Employees
In most transactions, the buyer retains your existing workforce. Employment terms, benefits, and key employee retention are typically negotiated as part of the deal.
Contracts & Customer Relationships
Existing contracts with customers, suppliers, and vendors typically transfer to the buyer. Key customer relationships are often a primary driver of the company's value.
Past Performance & Reputation
Your track record, brand reputation, and goodwill transfer with the business. Buyers pay a premium for established businesses with consistent performance.
Balance Sheet Assets
Equipment, inventory, receivables, and other balance sheet items are included in the sale — with important exclusions. Cash and debt are typically excluded, meaning the seller keeps existing cash and pays off outstanding debt at closing.
Net Working Capital Peg
A working capital target (or "peg") is agreed upon during negotiations to ensure the seller delivers a normal level of working capital at closing. If the actual working capital at close is above or below the peg, a dollar-for-dollar adjustment is made to the purchase price. This protects both parties from manipulation of short-term assets and liabilities.
Ready to Take the Next Step?
Whether you're just exploring or ready to move forward, our network of experienced M&A professionals is here to help.