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Most business owners leave significant money on the table when they sell — not because the business isn't valuable, but because they didn't prepare. The factors that drive sale price are knowable and fixable. The time to start is before you think you need to.
3–5 years before you want to sell is ideal. This gives you time to address the issues buyers penalize — customer concentration, key-person dependency, financial reporting gaps, and revenue quality. Even if you're not sure you want to sell, running your business as if you're preparing for a sale makes it more valuable.
Business brokers typically handle transactions under $5M and work like real estate agents — listing businesses on marketplaces and waiting for buyers. M&A advisors run a structured, confidential process targeting strategic and private equity buyers. For deals over $5M, an M&A advisor almost always produces a meaningfully better outcome.
Not necessarily, but they help. Most lower middle market buyers accept CPA-prepared reviewed financials. Audited financials reduce due diligence time and can support a premium multiple. Cash basis or internally prepared books create skepticism and often lead to retrading — buyers lowering their offer mid-process.
An earnout is a portion of the purchase price paid after closing, contingent on hitting performance targets. Sellers dislike earnouts because the money isn't guaranteed. However, earnouts can bridge valuation gaps when there's disagreement about future performance. If you accept one, make sure metrics are clearly defined, measurable, and within your control.
Very — if done properly. A well-run M&A process uses NDAs before sharing any information, refers to the business generically in early marketing, and only discloses identity to qualified buyers. Employees, customers, and competitors shouldn't know the business is for sale until a deal is signed and closing is imminent.