Insights

Selling a business

How to sell a business

The process of selling an established private company, from deciding what you want to signing at closing - and how to choose the right route to buyers.

8 min read · Updated Invalid Date · Casspium Associates

Start with what you want from a sale

Before you talk to anyone, be clear about what a good outcome looks like for you. Owners rarely want only the highest price. Most also care about some of these:

  • Timing - selling within a year, or preparing for a sale in three to five years.
  • Your role afterwards - stepping away at closing, staying on for a transition, or continuing to run the business with new backing.
  • Your team - who will look after employees, customers and the culture you have built.
  • How much you sell - all of the business, or a majority with some equity kept for a second sale later.

These answers shape everything that follows, including which buyers make sense.

Get your numbers in order

Every serious buyer will look at your financial history, usually the last three years. The cleaner your records, the faster and smoother the process, and the stronger your negotiating position.

  • Annual financial statements that match your tax returns.
  • A clear view of EBITDA (profit before interest, tax, depreciation and amortization), with any one-off or owner-related costs explained.
  • Revenue broken down by customer, product and location, so buyers can see how concentrated or recurring it is.
  • Key contracts, leases and licences in one place.

Many owners have an accountant prepare this before a sale. Buyers often commission their own review (a quality of earnings report) later, and surprises at that stage are what slow deals down.

Understand what your business is worth

Established private companies are usually valued as a multiple of EBITDA, and the multiple depends on size, sector, growth, recurring revenue, customer concentration and how much the business depends on you. Our valuation guide explains how buyers think about it, and the valuation tool gives you an indicative range in about two minutes.

Choose how you will find a buyer

There are four common routes. They differ in who the adviser works for, how the business is marketed and what it costs you.

Route Who they work for How buyers are found Cost to you
Business broker You Usually a public listing on business-for-sale sites A success fee, often several percent of the price
Sell-side M&A adviser or investment bank You A managed process, often an auction among several buyers A retainer plus a success fee
Buyer-side introduction (Casspium) The buyer Direct introductions to buyers whose criteria fit Nothing - the buyer pays
Selling directly Yourself Your own network, competitors or approaches you receive Your own time, plus legal and accounting costs

There is no single right answer. A full auction can suit some sellers. Others prefer a quieter, one-to-one conversation with a buyer who already wants businesses like theirs. Our guide to the cost of selling a business compares the fees in more detail.

Keep it confidential

News that a business is for sale can unsettle employees, customers and suppliers, and competitors may pose as buyers to learn about you. Whatever route you choose:

  • Share nothing that identifies your business until a buyer has signed a non-disclosure agreement.
  • Release information in stages: a short anonymous summary first, detailed financials only to serious buyers.
  • Decide who inside the business needs to know, and when.

From first conversation to letter of intent

Once a buyer is interested, the usual sequence is:

  1. Introductory calls with the owner and, often, senior management.
  2. Information sharing under NDA: financials, customers, operations.
  3. Site visits and deeper questions.
  4. A letter of intent (LOI) setting out the proposed price, structure, timing and key terms. It is usually non-binding on price but often includes a period of exclusivity.

Compare offers on more than the headline number: how much is paid in cash at closing, any earn-out or deferred payment, how much equity you keep, what role you would have, and how certain the buyer is to close.

Due diligence and closing

After the LOI, the buyer verifies everything: financial, legal, tax, operational and commercial. This is the most demanding stage for owners, and a good data room and a prepared team make a real difference.

Your lawyer negotiates the purchase agreement alongside it, covering warranties, indemnities, working capital and any transition arrangements. Once both sides are satisfied, the deal signs and closes, and the funds are paid.

Keep your own advisers

Whichever route you take, a lawyer experienced in M&A and an accountant who knows your business are worth having on your side of the table.

A selling-a-business checklist

  • Decide what a good outcome looks like: price, timing, your role and your team.
  • Prepare three years of financials that tie to your tax returns, with EBITDA adjustments explained.
  • Reduce reliance on yourself and on any single customer where you can.
  • Get an indicative view of value.
  • Choose your route to buyers, and understand exactly what it will cost.
  • Protect confidentiality with NDAs and staged information.
  • Line up an M&A lawyer and your accountant before you need them.
  • Compare offers on structure and certainty, not just headline price.

How Casspium fits

Casspium works for private equity firms, family offices and corporate buyers who are actively looking for established, privately held companies. If your business fits what one of them wants, we can introduce you confidentially. They pay our fee, so the conversation costs you nothing, and you decide whether to take it further. See how we work with owners.

Thinking about a sale?

Casspium introduces owners of established private companies to private equity firms, family offices and corporate buyers. Buyers pay our fee, so a confidential conversation costs you nothing.