For most owners, the business is the largest single thing they will ever sell — and the only large transaction they will do exactly once, with no practice run.
The buyer across the table does not have that problem. If they are a trade consolidator or a private equity fund, buying businesses is their day job. They have done this ten times. You are doing it for the first and last time. That asymmetry — not price — is what a sale process exists to fix.
An offer is not a valuation. The most dangerous number in a sale is the unsolicited offer, because it feels like the market speaking. It is not. It is one buyer, unopposed, naming the price that suits them — and everything they find in diligence gets priced at their number, not yours. One buyer is a price. A market is a value.
Deals rarely die of price. They die of drift. A business quietly “on the market” for a year loses twice: buyers cool between touches, and the word gets out — to staff, to customers, to competitors. A run process compresses everything onto one clock: every buyer approached in the same window, offers due on the same day, tension doing the work that adjectives cannot.
Preparation is where the money is made. The gap between what a cautious buyer pays for an asserted story and what a contested room pays for a proven one is usually measured in millions, on the same EBITDA. Retention evidenced from invoices instead of asserted. Add-backs a hostile analyst cannot unpick. Risks named first — because a risk you name is priced, and a risk they find is punished. None of that can be done in the fortnight after an offer lands. All of it can be done in the year before.
Who runs the room matters. A listing is not a process. The question to ask anyone who wants your mandate is simple: who builds the model, who runs the data room, and who is in every buyer call? At this practice the answer is one name on all three — the same person who priced, structured and negotiated transactions from the buy side for a decade, inside funds-management and private-equity teams. I know what works on a seller because I used to do it to them.
And the fee should tell you something. A fee that pays the same whether the adviser stretches or settles is a volume model. Mine has a minimum up to a threshold we agree in writing before anything is signed — and gets material only on the value the process finds above it. If the business does not sell, there is no success fee. The preparation phase itself carries no fee and no mandate: if the number is not there, I tell you in writing, and you keep the work.
You only sell it once. The process is how you find out whether the number you signed was a price — or a value.
The conversation is confidential and the preparation phase costs nothing.