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Sale mandate · how we charge: percentage of sale

Sold well. Once.

From mandate to money in the bank — run like the $100m sales are.

The whole argument

One buyer is a price. A market is a value.

Holding an offer? It joins the process on the same deadline as everyone else — it never sets the price alone. Holding nothing? Then nobody has been asked yet.

12
buyers approached
6
under NDA
4
offers, one deadline
1
the winner

The shape of a completed process: the whole market asked, one clock, one winner.

The gap

Too big for a broker. Too small for the big firms.

Below $5m, businesses are listed. Above $20m, they are properly run to market. In between sits the band this practice is built for.

Business brokers

Built below $5m. A listing, an appraisal, and whoever calls.

The band · where I sit
$5m–$20m

The work is identical to a $50m deal — and almost nobody is set up to do it at this size.

Mid-market M&A firms

Built for $20m and above. Below it, yours is the smallest file in the building.

$0$5m$20m$50m+
The process

Six stages. One clock.

Every stage overlaps the next, because the work does. Nothing waits for a hand-off. The timetable here is indicative — yours is set in the mandate.

  • 00 · Sale readinessOnly if needed · before the clock starts — bookkeeping in order · accounts cleaned · the story researched
  • 01 · PrepareValue range · story · diligence file
  • 02 · ResearchBuyer long list, scored — you approve it
  • 03 · Go to marketAnonymous first · timed together
  • 04 · Screen & gateAccess earned · offers on one deadline
  • 05 · NegotiateParallel offers · real deadlines
  • 06 · CloseDiligence from the prepared file
Mandate signedIndicative timetableCompletion

Stage 00 is the honest one. Some businesses should not go to market yet. If the books are messy or the story is unproven, we fix that first because going out early is how value gets left on the table. We only start when the machine is right.

A listing is not a process

Deals rarely die of price. They die of drift.

What separates a good process from a bad one is not effort. It is what was built before anyone was called.

Run loosely

  • The business is listed — and everyone waits to see who calls
  • Buyers drift; weeks between touches, interest cools
  • Diligence surprises surface late and cut the price
  • One buyer, no tension — take it or leave it
  • Answers differ between buyers; credibility bleeds

Run on the machine

  • Every buyer researched, with a thesis for why they should own it
  • Every follow-up scheduled — one clock, held
  • Diligence prepared before launch; nothing left to find
  • Parallel offers against real deadlines — real tension
  • One Q&A register: asked once, answered once
Why run a process at all

Same business. Millions apart.

A worked example: one company, one day, the same EBITDA. Nothing about the business changes. What changes is the process it is sold through.

3.5×$8.0m
The unopposed offer

One buyer, no process. The story asserted, not proven — so every risk they find is priced at their number, not yours.

5.0×$11.5m
The story, evidenced

Clean numbers, add-backs defended, growth sourced with receipts, risks named first — nothing left for a buyer to discover and discount.

6.5×$15.5m
The contested room

A thesis for why each buyer specifically, offers on one deadline. The multiple is not asked for — it is forced by the alternative bidder.

The growth story

Sourced, with receipts — not a hockey stick

Risks, named first

A risk I name is priced; a risk they find is punished

A thesis per buyer

Why they should own it, in their language

Real tension

More than one bidder, one deadline

Illustrative worked example. The gap is not a forecast — it is what evidence and a contested room add to the same EBITDA.

Who fills the room

Six kinds of buyer. Six different reasons to pay.

A broker lists your business and waits. I map every party with a reason to own it, and approach them directly.

Pays to remove you

The direct competitor

Ends a five-year fight in one transaction.

Pays for the plug-in

The adjacent platform

Same customers, different product. Your revenue bolts on.

Pays for speed

The strategic in your vertical

Buys five years of head start rather than grinding it out.

Pays for the door

The international beachhead

Runs your model overseas and needs an Australian entry.

Keeps the room honest

Private equity

Rarely wins — but makes everyone else bid properly.

Never sets the price alone

The approach you already have

Comes inside the tent, on the same deadline as everyone else.

Who sees what, and when

Controlled access, at every stage.

Four gates. Each one says exactly what a buyer receives — and exactly what they must have done to earn it.

Gate 1 · nothing signed yet

The blind teaser

One anonymous page, sent before anything is signed — enough for a buyer to price their interest. Nothing that identifies you; nothing a competitor could act on.

Every approached buyer
Gate 2 · NDA signed

Your name, and the numbers

Identity is revealed only now. The Information Memorandum and financials follow — watermarked per viewer, tracked page by page, so I know who is really bidding before they say a word.

Engaged parties, under NDA
Gate 3 · a written offer

Contracts & people

Client names and key terms — only for the two or three who have proven, with a written number, that they are real.

Offers on the table
Gate 4 · the final round

The sensitive core

The most commercially sensitive material, opened only for the final contenders whose offers justify it. Diligence is answered from the file built at the start — and price and terms are finalised under real competition. Exclusivity comes last: given once, only for a number worth protecting.

The best price, on the best terms.
The engagement

Paid to beat your threshold.

A threshold is agreed in writing before anything is signed. The fee is built around beating it.

Before anything is signed
$0
The preparation phase

What the business is worth, and the gaps a buyer would find — closed first. No fee, no mandate. If the number is not there, I tell you in writing, and you keep the work.

While the process runs
Work fee
Monthly — credited back in full

Every dollar comes back out of the success fee at completion. From month three you can leave on 30 days’ notice — the total is capped by your decision.

At completion
Success fee
Material only above the threshold

A minimum applies up to the threshold. The real money is made only on the value the process finds above it.

The two halves of the job

The science removes error. The art moves the price.

The science

The financial model a buyer’s analyst can open and audit. The Information Memorandum. The buyer research. The staged data room, the version control, the one Q&A register so no two buyers ever get different answers. All of it can be systemised — and all of it must be flawless, because a weakness found late is repriced at the buyer’s number.

The art

Knowing what a buyer is actually solving for, and building the case in their language. The approach call. Reading the room and the silences. Holding tension between bidders without breaking rapport — and steering to the outcome you want, not the one they opened with. This part cannot be systemised. It is a person, in the room, for months.

Most advisers improvise both. I industrialise the science — so all the judgement goes into the art.

What it costs

No “contact us for pricing”.

You should be able to work out roughly what this costs before you ever speak to me.

From
No fee, no mandate
Percentage of sale · to begin

The preparation phase carries no fee and no mandate. If the number is not there, I tell you in writing and you keep the work.

Before anything is signed

Nothing. You get the opinion of value and the gaps a buyer would find, at no cost.

While the process runs

A monthly work fee, credited back in full out of the success fee at completion. From month three you can leave on thirty days’ notice.

At completion

A success fee. A minimum applies up to a threshold agreed in writing, and the material money is only on value found above it.

If it does not sell

Agreed in writing before the process starts, including what happens if a buyer meets your price and you decide not to proceed.

The threshold is yours. We agree in writing, before anything is signed, the number below which the fee stays at the minimum. Everything I earn above that is a share of value that would not otherwise have existed.
Straight answers

The questions I actually get asked.

What does it cost to find out what my business is worth?
Nothing. The opinion of value and the gap analysis come before any mandate, and if the answer is that now is the wrong time, you keep the work and we stop.
How long does a sale take?
Six stages on one clock. Most of the calendar is diligence and documents. The timing depends on how ready the numbers are when we start, which is what the preparation phase is for.
What size business do you work with?
Between roughly $5m and $20m of value. Below that a broker is usually the right answer; above it the mid-market firms are set up for you. In between is the band this practice is built for.
Will my staff and customers find out?
Not from the process. The first approach is anonymous, identity is only revealed after an NDA, and client names sit behind a written offer.
First step

Get an opinion of value.

What it is worth today, what a buyer would find, and whether now is the time. In writing, before anything is signed.

No pitch, no obligation · about thirty minutes · phone, video or coffee