Selling your business.
For owners of profitable lower-middle-market businesses who are starting to hear from private equity, independent sponsors, search funds, and holding companies. Who is across the table, what the headline number means, what each term does to it, and what you keep.
Educational resource only. Nothing in this guide is legal, tax, securities, accounting, or investment advice, and it does not create an adviser relationship. Every company and transaction is different. Use qualified legal, tax, and financial advisers before signing a letter of intent or definitive agreements.
Evaluate every offer across four numbers.
The headline price is the one people repeat. This guide explains what happens to it between the letter of intent and your account.
How to use this guide
Keep it beside the letter of intent. Each chapter stands on its own, in the order a transaction raises the questions.
This is one of the Integrated field guides. It covers selling most or all of a company. A companion guide, Raising Capital, covers raising venture capital, where you sell part of it.
Evaluate every offer across four numbers. The headline price is the one people repeat.
Headline price
The enterprise value in the letter of intent. It is the number people repeat, and it is not what reaches your account.
Cash at close
What is wired on closing day, after debt-like items, the estimated working-capital adjustment, escrow, notes, rollover, and fees. The true-up settles later.
Value still at risk
Escrow that may be released, a note that may be repaid, an earnout that may or may not be earned. These are real, but deferred, conditional, or exposed to repayment risk.
What you could own later
Rollover equity in the new company. It is a new investment that can gain or lose value, with its own rights.
The same offer also decides who controls the business and what your life looks like after closing. Model all of it with your advisers before you sign. The chapters that follow take one piece at a time.
Keep it beside the letter of intent. Each chapter stands on its own, in the order a transaction raises the questions.
Facts are stated directly. Where an outcome depends on your documents or your counterparty, the language says so. Illustrations are labeled. Market figures name their source and what they cover.
Written by an investor. Integrated is a long-term holding company that invests in existing companies, starts new ones, and pursues acquisitions. We wrote this because most owners sell once, and the people across the table do this every year.
Five kinds of counterparties, and what each one wants.
Ordered by how owners often rank fit and continuity. Partner quality varies more within each category than between them.
Strategic
Holding company
Private equity
Independent sponsor
Search fund
Click a column heading to focus on one counterparty. Click again to release.
Strategics, holding companies, and funds can be known years ahead. Sponsors and searchers usually find you.
3+ years before
Meet them before you need them, and let them watch you deliver.
12 to 24 months before
Counsel, an adviser, the adjusted-EBITDA bridge, working-capital history.
Transaction
They find you once you are visible. Have your preparation done.
- iSponsors paid more than strategics for small add-ons. TagniFi PowerComps, Q2 2026 (a database of 1,700+ contributed middle-market deals): for $2–5M EBITDA add-ons, the private equity median was a half-turn above the strategic median. Across the quarter as a whole, strategics did about twice the deal volume.
- iiAbout half of search funds acquire a company. Stanford 2026 Search Fund Study of U.S. and Canadian search funds: about half of concluded searches launched 2021–24 acquired a company (58% since 1996), typically after about 20 months. Each fund seeks one platform company.
- iiiNo reliable dataset compares close rates across the five types. Ask each party directly.
Questions for every counterparty
- iOf the LOIs you signed in the last three years, how many closed, and at what change from the LOI price?
- iiIs the capital for this deal committed today? Who else has to approve?
- iiiMay I speak with two owners you have partnered with, including one where the business missed plan?
Every offer contains claims. Some of them can be checked.
An offer arrives as one number and several statements: the equity is committed, the lender is supportive, the team stays, we can close in sixty days. Each statement is either backed by something you could verify or held in place by intention. Sorting them is not distrust. Buyers are evaluating you throughout this process, and a serious one expects the same in return.
Who the investors are, whether the money is discretionary or has to be raised for this deal, and whether you can be introduced to whoever controls it.
A commitment can still be conditioned on diligence findings and final terms. Committed rarely means unconditional.
Which lender, what they have actually received so far, whether anything is in writing, and what conditions are still open.
A conversation, and often a term sheet, is a stage in a process rather than funding. Ask what would have to change for the amount to move.
How many transactions closed, over what period, and two owners you can speak with privately, including one where the business missed plan.
A record of closing is evidence about them, not a forecast about you. Circumstances and financing conditions change.
Which people, in which roles, for how long, and whether any of it appears in the agreement.
Intentions described in a meeting are generally not enforceable after closing. If it matters to you, it belongs in a document.
The milestone list, who does what by when, and which of those steps has already started.
A schedule with no money spent behind it is a plan. Retaining counsel and commissioning a quality-of-earnings review costs real money and is harder to fake than enthusiasm.
How they arrived at the number: which adjustments they accepted, which they did not, and what their lender said about the difference.
A number offered without reasoning can move without reasoning. A number you have seen built is harder to quietly rebuild later.
This is not a score, and a strong set of answers is not a probability of closing. A buyer can answer everything well and still not close, and a buyer with real gaps can close cleanly. The purpose is narrower: to know which parts of an offer rest on evidence and which rest on intention, so that you know what you are actually comparing.
No committed fund is not the same as no clear answer.
Independent sponsors and individual buyers often raise the equity deal by deal rather than drawing on a fund that already exists. That is a normal model, and some of them close reliably. The concern is not the absence of a fund. It is a buyer who is unclear about where the money comes from.
A buyer who tells you plainly that the equity is not yet circled, names the people they intend to call, and explains why those people take the call is giving you more to evaluate than a buyer who says funding will not be a problem. The first answer can be checked. The second cannot.
“The lack of capital isn’t a deal killer, but the lack of transparency can definitely be so.”Minds Capital, summarizing its interview with Dara Shareef of Benchmark International, An Independent Sponsor Can Be My Favorite Kind of Buyer
Two practical notes from the same conversation, offered from the sell side: a buyer who will put you on the phone with their capital source is telling you something a document cannot, and a buyer who volunteers bad news during the process is easier to work with than one who reports that everything is fine until it is not.
Ask the buyer to write the timetable, then hold them to their own dates.
Exclusivity is the period when your alternatives cool. Milestones inside the letter of intent are one way to keep it a process rather than an open-ended wait. Asking a buyer to propose their own dates is often more informative than imposing yours: you learn what they think the work requires, and a missed date is measured against their estimate rather than your preference.
- iFinancing: when their lender receives the full package, and when they expect written terms.
- iiQuality of earnings: when it is commissioned, by whom, and when the draft is due.
- iiiDiligence: what they need from you and when, so you can plan the disruption rather than absorb it.
- ivDocuments: when the first draft of the purchase agreement arrives.
- vCommunication: how often you hear from them, including when something has gone wrong.
- viExpiry: the date exclusivity ends if these have not happened.
You control the pace of information as well. Sensitive material, particularly customer names and employee detail, can be staged as the process advances rather than delivered at the start.
Fifteen terms, tagged by which of the four numbers each one moves.
Select a tag to see only the terms that move that number.
Price and structure
what you receive, when, and after what taxAdjusted EBITDA and add-backs
Price is usually a multiple of EBITDA adjusted for excess owner compensation, one-time costs, and personal expenses. Every adjustment must be supportable.
Quality of earnings (QoE)
An outside accountant’s review of the numbers behind adjusted EBITDA. Findings here commonly reopen price after the LOI.
Enterprise value vs. proceeds
The headline is usually cash-free, debt-free enterprise value. Debt and debt-like items come out before you are paid.
Working-capital peg
The negotiated level of receivables, inventory, and payables delivered at close. Below the peg, the shortfall reduces proceeds.
Asset sale vs. equity sale
Whether assets or equity are purchased affects taxes, retained liabilities, and contract transfers. Not comparable until your tax adviser models it.
Escrow or holdback
Part of the price held for a period to cover claims. Size and duration are negotiated.
Seller note
Part of the price paid to you over time, with interest, often subordinated to the lender. Security and payment terms matter.
Earnout
Contingent payments tied to future performance. Who controls the metric, and how it is measured, decides what it is worth.
Rollover equity
Reinvesting part of your proceeds in the new company. It is a new investment with its own risk and rights, and it is not cash at close.
Certainty and risk
will it close, and what you still carryExclusivity and financing
After the LOI you typically stop talking to others. Trade it for a diligence plan, evidence of capital, and an expiration date.
The retrade
A price or structure change after diligence. Sometimes justified by findings, sometimes a tactic. Know your walk-away point first.
R&W insurance
May cover certain losses from breaches of your representations and can reduce the escrow. Exclusions, retention, and uncovered liabilities still matter. Not universal.
What you keep
your role and restrictions after closingEmployment or consulting terms
Your role, pay, and duration after close. This is usually where your day-to-day life gets decided.
Non-compete and non-solicit
Scope, geography, and duration. Broad terms can limit what you do next.
Real estate
Owned property is often sold or leased separately. Lease terms affect value and your income after close.
For each term, ask two things: what it does to the four numbers, and who controls that outcome after closing.
From headline enterprise value to cash at close.
One illustrative $10.0M offer, taken apart step by step. Move the sliders to run the same mechanics on a different deal. The example includes every mechanism at once so you can see how they interact; most deals use some of them, not all. Your documents and your tax adviser set the real numbers.
Cash-free, debt-free enterprise value, before tax. Each step is a term from chapter 02.
Deferred, conditional, or reinvested value is not equivalent to cash at close. Escrow may be released. A note may be repaid. Rollover is a new equity investment that may gain or lose value. Percentages of headline are simplified; actual documents define each step.
- iDebt and debt-like items. Loans, plus obligations the buyer treats as debt, such as deferred compensation or accrued taxes. Which items count is negotiated. In a cash-free, debt-free deal they are paid from the price before you are.
- iiWorking-capital shortfall. If the business delivers less working capital at close than the negotiated peg, the difference reduces proceeds. Above the peg, it can go the other way.
- iiiEscrow or holdback. Held for a period to cover claims, then released if none are made. Size and duration are negotiated.
- ivSeller note. Paid to you over time with interest, often behind the lender. Its value depends on security, subordination, and the company’s performance.
- vRollover equity. Part of your proceeds reinvested in the new company. It can gain or lose value, and it carries rights that may differ from the sponsor’s.
- viAdvisers and legal. Investment banker or broker, counsel, and accountants. Usually a percentage of price plus fixed fees.
At a fixed multiple, every dollar of accepted adjusted EBITDA is multiplied. That is why the adjusted-EBITDA bridge is the highest-leverage preparation an owner can do.
At a fixed 6.0x, a supported $100K EBITDA adjustment implies $600K of enterprise value.
If diligence lowers accepted adjusted EBITDA and the negotiated multiple stays fixed, indicated enterprise value falls by that change times the multiple. Not all owner pay is an add-back; below-market owner compensation can cut the other way.
Your buyer and their lender may be working from different versions of the earnings.
A buyer can believe the growth story and still find that their lender will support a smaller loan, because lenders typically size debt off earnings they have verified rather than earnings the plan expects. When that happens, the difference has to be funded by someone, and several of the ways to fund it come out of what reaches you.
This is not an argument that you should fill the gap. It is a description of where the pressure goes, so you recognize it when the conversation changes.
What the lender is working from
Lenders typically rebuild the adjustment schedule and accept the items they can verify. Some add-backs survive that review and some do not.
One published buy-side account describes roughly two to four turns as common on conventional and private-credit acquisition debt, sized off verified historical earnings. Appetite varies by lender, sector, and deal, and some transactions use no acquisition debt at all.
Sources against uses
The buyer funds the difference themselves. Your headline price and your cash at closing are unchanged. This is their decision, it changes their returns, and it is not always available to them.
Funding the transaction and paying you are two different things. The stack above is what it takes to complete the deal, including costs that never reach you. Chapter 03’s waterfall then takes your side of it down to cash at close. EBITDA is also not the cash available to service debt: taxes, capital spending, and working capital come first, which is one reason a lender’s number can sit below a buyer’s. Percentages, costs, and the working-capital figure here are illustrative.
“If your financing comes in below your plan, what happens to my deal?”
Ask it before exclusivity, while you still have alternatives. A buyer who has thought about it can tell you which adjustments the loan depends on, what their lender has actually reviewed so far, and who they expect to fund a shortfall. A buyer who has not tends to tell you it is not a concern.
Three follow-ups worth asking at the same time
Which of my adjustments does your financing depend on? Adjustments a lender can tie to a signed contract, a completed change, or an increase already showing in the statements tend to survive review better than ones that depend on work nobody has done yet. Knowing which of yours are which tells you where the risk sits.
What has your lender reviewed so far, and what is still outstanding? A summary and a conversation are a different stage from a full package, a site visit, and a quality-of-earnings report. Neither one is committed money, and the distance between them is often most of the timeline.
If the loan comes in smaller, who funds the difference? The candid answers usually come down to three: the buyer adds equity, they ask you to carry paper, or they come back on price, sometimes in combination. All three are legitimate. You want to know which one is coming before you are the only buyer at the table.
A lower loan is not, by itself, evidence that your business is weaker than you thought, and declining to fund someone else’s shortfall is a negotiating position, not a verdict on your own confidence. It is your business and your money. The point of seeing the arithmetic is to choose deliberately rather than under time pressure.
Agreeing on the peg number is not the same as agreeing on how it gets calculated.
Working capital is the money tied up in running the business day to day: what customers owe you, what sits on the shelf, and what you owe suppliers and staff. Buyers generally expect the business to arrive with a normal amount of it, because the earnings they are paying a multiple on were produced with it in place. The peg is the agreed target. The true-up compares what actually shows up on closing day against that target and moves the price by the difference.
The number is often the easier part to agree. The definition decides what the number means, and that is where the dollars tend to be.
The peg, from trailing monthly averages
Delivered on closing day
Delivery came in below the peg, so the price adjusts down by the shortfall. Nobody argued, because the mechanism was agreed months earlier.
Across the eight combinations of those three choices, the same closing day produces anything from a $10K payment to you to an $85K reduction. Nothing about the business changed.
Figures are illustrative. Definitions are negotiated and the signed agreement governs. Note that the definition has to be applied the same way on both sides: if a category is excluded from what you deliver, it should also come out of the peg it is measured against.
In a cash-free, debt-free transaction, cash is normally excluded from working capital. You keep the cash and the debt is repaid out of the price, which is how chapter 03’s waterfall is built. Some smaller transactions include cash instead. Either can be reasonable. What matters is that everyone is using the same one, and that the timing of collections in the final weeks does not quietly change what it is worth.
A receivable is only worth the cash it turns into. Buyers commonly exclude or reserve against balances past a stated age, or against specific accounts in dispute. If your closing balance carries older invoices than your average month did, the exclusion costs you more than it appears to.
The same question in a different aisle. Obsolete, damaged, or slow-moving stock may be excluded or written down. Agree how “slow-moving” is measured before you agree the peg, not after someone walks the warehouse.
A trailing-twelve-month average is common because it smooths seasonality, and it is a reasonable default for a steady business. It is not automatically right. A business that has grown generally needs more working capital than its trailing average held, so a trailing peg can be set below what the business actually runs on. A business that recently shrank can be the reverse. Some transactions use a shorter window, a seasonal curve, or a peg expressed as days of revenue.
Some items can plausibly be called debt-like or working capital: accrued taxes, deferred compensation, customer deposits, unbilled work. If an item is deducted as a debt-like adjustment and also sits inside the working-capital calculation, the price comes down twice for the same thing. Ask for the two schedules side by side and check that nothing appears on both.
Put the working-capital position in the letter of intent rather than leaving it for the definitive agreement.
A letter of intent that says nothing about working capital leaves the mechanism to be written when your alternatives have already gone quiet. Even one sentence reserves the position and moves the discussion to a spreadsheet: that the price assumes a normalized level of net working capital, on a stated basis, with a true-up. Then build your own monthly history and your own supportable peg before one is proposed to you, so you are checking a calculation rather than receiving one.
Rollover, seller notes, and earnouts: the terms that decide what an offer was worth.
Each one moves value out of cash at close and into something deferred, contingent, or reinvested. Open any row for why it matters, what a good answer sounds like, and what to press on.
Rollover is a new investment.
You are buying into the sponsor’s company, on the sponsor’s terms, with part of your proceeds. Most of these questions are about where your equity sits and what rights it carries.
1What entity am I investing in, and is it the same security as the sponsor’s?
Rollover usually goes into a holding company above the operating business. If you hold common and the sponsor holds preferred, their capital is paid before yours.
The same class of equity as the sponsor, in the top holding company, on the same terms.
You hear “a different class,” “junior,” or “we’ll send the structure later.”
2What debt and preferred capital sit ahead of me?
Everything senior to your equity is paid before you at a sale or in a downturn.
A capital stack with amounts: senior debt, any mezzanine or preferred capital, and common equity.
They cannot or will not show the stack.
3Can new capital dilute me?
Add-on acquisitions and recapitalizations may bring new equity. Without preemptive rights, your percentage shrinks. With them, keeping your percentage means writing another check.
Preemptive rights on new issuances, a clear statement of when they do not apply, and your own view on whether you would fund them.
“Dilution is theoretical.”
4Do I get information, distribution, tag-along, or other minority rights?
A minority holder without information rights learns how the company is doing when the sponsor decides to say.
Quarterly financials, pro rata distributions, and tag-along on any sale of control.
The rights are “in the operating agreement” but no one can summarize them.
5What happens to my equity if I leave or am terminated?
Many agreements let the company repurchase your equity if you leave, sometimes at a discount. Termination without cause and for cause often carry different prices.
Vested rollover stays yours on departure, or any repurchase is at fair market value, with discounts only for narrowly defined cause.
Repurchase at cost, or “for cause” defined broadly.
6Can the sponsor force a sale, and when do they expect liquidity?
Drag-along rights let the majority sell the whole company, including your stake, on their timeline.
Drag-along paired with tag-along at the same price per share, and a stated hold expectation, often 3 to 7 years for a fund.
No liquidity plan, or a drag with worse terms for minority holders.
7What happened to rollover equity in your prior deals?
Their record with other founders’ rollover is the best evidence you will get before you sign.
Names, numbers, and permission to call the founders.
Generalities.
A seller note is paper until it is paid.
Its value is set by what stands between you and the cash: the lender ahead of you, the subordination agreement, and the company’s performance.
1Is it secured, and who else stands behind it?
An unsecured note is a promise. A secured one has collateral behind it. A guarantee from a parent or holding company is a separate protection: another party’s promise, not collateral.
A second lien on the business assets, usually behind the senior lender. A holding-company guarantee in addition, where one exists.
“Unsecured, but we’ve never missed a payment.”
2What debt is senior to it?
The senior lender is usually ahead of you. If the business struggles, senior debt is paid before your note.
A stated stack, with the note behind one senior lender only.
Several layers ahead of you, or nobody can say.
3Can the senior lender block payments to me?
Subordination agreements often let the lender stop note payments when covenants are breached.
For covenant defaults, blockage limited in duration, for example 180 days, with interest still accruing. Know what happens during a payment default.
Indefinite blockage, or you have not seen the subordination agreement.
4When is interest paid, and can it be deferred?
Payment-in-kind interest accrues instead of paying. The cash comes later, if at all.
Cash interest on a schedule; deferral only in defined circumstances.
Payment-in-kind by default.
5Can the note be prepaid?
Prepayment returns your money early. That is usually good for you, as long as there is no cost to you.
Prepayable at any time at par.
Prepayment is prohibited, or carries a cost you bear.
6What happens after a default?
Your remedies define the note’s real value.
Defined cure periods, default interest, and the ability to enforce collateral once the lender is satisfied.
“That won’t happen.”
Paid late is not the same as paid less.
Everything above is about whether a note gets paid on time and what you can do if it does not. There is a separate feature to look for, because it is easy to miss in a term sheet: some seller notes can have the principal itself reduced if a defined event happens. That is not a delay and it is not a default. It is a smaller amount owed, by agreement, and it is worth identifying before it is described to you as a formality.
The schedule stretches, or the senior lender blocks payments for a period. The amount owed is unchanged. Interest may keep accruing. Your risk is timing and, if the business deteriorates far enough, collection.
A defined event occurs and the principal is written down under a formula in the note. Nobody defaulted and nothing is owed to you later. The obligation is simply smaller.
The structure as written
What you are owed
The customer stayed at or above 80% of baseline, so the provision never applies and it costs you nothing. That is the outcome both sides expect when the relationship is as durable as it looks.
Illustrative only. The baseline, the trigger, the measurement window, the formula, and the cap are all negotiated, and other structures behave differently. A note can also step the protection down over time, or offset the shortfall with replacement revenue the buyer wins in the same line.
7Can the amount I am owed be reduced, or only paid later?
Delay and reduction are different risks and they usually sit in different parts of the document. A subordination agreement governs when you get paid. A forgiveness or adjustment provision governs how much is owed at all.
A direct yes or no, and if yes, the specific events that trigger it, in writing.
The provision is described as standard, or as something that will never come up.
8Is the trigger something a spreadsheet can compute?
A trigger that turns on defined revenue from a named customer over a defined window can be measured. A trigger that turns on words like material deterioration has to be argued, and the party holding your money is the one arguing.
A named customer including its affiliates and successors, a stated dollar baseline, a stated measurement period and cadence, and a formula with arithmetic in it.
Any part of the test requires someone’s judgment.
9Is a partial loss handled, or is it all or nothing?
Customers rarely disappear cleanly. They cut volume, move a product line, or renew smaller. A binary trigger can either miss a real decline entirely or fire on a modest one.
A percentage floor with proportional reduction, and a cap on how much principal can be lost.
Full termination is the only defined event, or the reduction has no cap.
10Which decisions during the window belong to the buyer?
After closing, pricing, service levels, staffing, and account coverage are theirs. If the trigger depends on revenue they now control, the exposure is not only about the customer’s loyalty.
An offset so that replacement revenue the buyer wins in the same line reduces or eliminates the shortfall, and where possible a commitment about how the account will be covered during the window.
The provision is silent on the buyer’s conduct.
11What do I get to see, and how is a disagreement settled?
You cannot check a calculation you never receive, and by the time it matters you may no longer be inside the business.
A reporting cadence, the supporting detail behind each measurement, a window to object, and a defined path to resolve a dispute without litigation.
The only report is the one that accompanies the reduction.
12Does the protection end, and how is it taxed?
A contingency with no end date is open-ended exposure. And a reduction in principal can be treated in more than one way for tax, which changes what it costs you.
A window with a date on it, ideally stepping down as the buyer takes over the relationship, plus your own accountant’s view on the treatment before you sign, not when the reduction happens.
Nobody can tell you when the exposure ends, or the tax question is deferred to later.
A structure that reduces the buyer’s risk increases yours. That can still be a reasonable trade, if it buys a higher price or makes a transaction financeable that otherwise would not be. Price it as an amount you may not receive, compare it to the offer without it, and decide. Declining to carry contingent paper is a negotiating position, not evidence about your business or about your own confidence in it.
An earnout is worth what the metric and its controller allow.
After closing, the buyer controls or influences pricing, hiring, and spending. If they control the inputs to the metric, they control the earnout. The questions below are about the definition, the reporting, and what happens when plans change.
1Who controls the decisions that move the metric?
Pricing, hiring, capital spending, and integration decisions all move EBITDA. After close, those decisions are theirs.
Written operating covenants for the earnout period, or a metric less exposed to expense allocations, such as revenue or gross profit rather than EBITDA.
“We’ll run it in good faith.”
2Which accounting policies apply?
A change in revenue recognition or expense classification can move the number without anything changing in the business.
Your historical policies, frozen for the earnout period, with a defined calculation schedule.
“GAAP” with no policy freeze.
3Can corporate overhead be allocated to the business?
If the earnout is measured on EBITDA, management fees, shared services, and integration costs allocated to the business reduce the number you are paid on.
Explicit exclusion of allocated overhead, management fees, and transaction costs.
The agreement says nothing about allocations.
4What if the company is integrated, resold, or I am terminated?
Any of these can make the metric unmeasurable or unreachable through no fault of yours.
Acceleration to target, or to a defined amount, when buyer-driven integration, a resale, or termination without cause prevents the earnout from being measured or reached.
No acceleration clause.
5What reporting and audit rights do I have?
You cannot dispute a number you cannot see.
Quarterly statements, an annual calculation with support, and audit rights at their expense if the error exceeds a threshold.
An annual statement only, with no audit right.
6How are disputes resolved?
Litigating an earnout can cost more than the earnout.
An independent accountant with a defined scope and timeline, with fees allocated according to the outcome.
Courts only.
Put the answers in the documents. Do not rely on an answer given in conversation being enforceable after closing.
Six stations, and the two where price is decided.
One common sequence. Timing varies widely with the counterparty, the financing, and how ready the business is. Select a station for what happens there, what binds you, and what to have ready.
Price is outlined at the letter of intent, can reopen in diligence, is defined in the definitive agreements, and can still change after closing through the adjustment, escrow, and earnout mechanisms in those documents.
Three years of clean financials, a line-by-line adjusted-EBITDA bridge, a monthly working-capital history, and advisers in place. The numbers get built before anyone else builds them for you.
Nothing yet. This is the station where you have the most control over the clock.
Financial statements, the bridge with support for each adjustment, a contracts list, the cap table, and your walk-away number in writing.
Not yet set. The bridge you build here is the base for every later calculation.
Confidential conversations under a nondisclosure agreement. Information goes out in stages. Interested parties send indications of interest: nonbinding ranges, not offers.
Confidentiality. Indications of interest bind no one.
A short written summary of the business, a staged data room, and a view on which counterparty types you want at the table.
Ranges only. Treat an indication as a signal of interest, not a number to plan around.
Price, structure, and process in outline: headline value, cash and deferred components, exclusivity period, expected timeline. This is where the four-number structure first becomes visible.
Most of the letter is nonbinding. Exclusivity and confidentiality usually bind. Review the binding clauses with counsel before signing, and trade exclusivity for a diligence plan and an expiration date.
Your own working-capital peg calculation, your cash-at-close floor, and the questions from chapter 04 for any rollover, note, or earnout in the letter.
Outlined here. Everything after this is a negotiation from this number.
Financial, legal, tax, and operational review, usually including a quality-of-earnings report. Scope depends on the counterparty and the financing. Findings may reopen price or structure.
Exclusivity is running. You have usually stopped talking to others, which is why the diligence plan and expiration date agreed at the letter of intent matter.
Support for every add-back, customer and vendor contracts, employee matters, and answers to the questions the bridge will raise.
Can reopen. A retrade may follow a real finding or may be a tactic. Know your walk-away point before you get here.
The parties finalize the purchase agreement, employment or consulting terms, lease, seller note, rollover documents, and any side letters. The terms that survive diligence get their final wording here.
Once signed, these bind you according to their terms. Representations and warranties, indemnities, non-competes, and the mechanics of escrow and adjustments are all in these documents.
Counsel who has read the whole package, and the answers from chapter 04 written into the documents rather than remembered from a call.
Defined, with mechanisms. The pricing formula is set; the working-capital adjustment, escrow claims and releases, and earnout results determine what you actually receive.
Funds are wired, the working-capital true-up runs, the escrow period begins, and any earnout period starts. Your role changes to whatever the employment terms say.
The agreements you signed. Post-closing covenants, the non-compete, and any transition obligations are now live.
Records that support the working-capital true-up, a calendar of escrow release and earnout measurement dates, and your own copy of every executed document.
What you receive can still change through the working-capital true-up, escrow claims and releases, and earnout results over the following months or years.
Often the longest phase, and the one you control. Months is common; a business that already keeps clean monthly numbers moves faster.
Several weeks to several months. Financed deals, independent sponsors raising capital, and strategics with internal approvals tend to run longer.
The working-capital true-up usually settles within a few months. Indemnification escrows and earnouts often run a year or more, on the schedule in the documents.
These are ranges, not commitments. Ask each counterparty for their own recent timelines and what caused the delays.
What to have done, whom to call, and which terms deserve a closer look.
Preparation is the one phase you control. The checklist keeps its state in your browser, so you can come back to it.
A buyer is not only asking what the business earns. They are asking what it runs on.
Two things tend to get examined closely on lower-middle-market businesses: how much of the business rests on one customer, and how much of it rests on you. Both are easier to answer well when you have done the work yourself first, and both are worth more than the answer sheet, because a plan you have already started is different from an intention you describe.
Customer concentration: the percentage starts the conversation, it does not finish it
Two businesses can carry identical concentration and be nothing alike. Buyers and their lenders generally look past the share of revenue to what actually holds the relationship in place.
one customer
- Written agreement, 24 months remaining, terminable for cause on 90 days’ notice
- Assignable with consent that is not to be unreasonably withheld
- Four people at the customer deal with four people here
- Eleven years, steady volume through two of their purchasing changes
- Margin in line with the rest of the book
one customer
- Purchase orders, no written agreement
- Change of control untested, because there is nothing to assign
- One contact, who calls the owner’s mobile
- Three years, and the volume doubled last year
- Margin well above the rest of the book
The same percentage. A durable relationship with institutional depth can be examined more comfortably than a shorter one that sits on a single phone number, and a margin well above the book can be a reason for a new purchasing manager to rebid rather than a reason to relax. None of this makes a business unsellable, and there is no percentage at which a business automatically becomes unfinanceable. Appetite differs by buyer, by lender, and by sector.
The business, and the customer
If they left
A share of revenue and a share of earnings are different numbers. Which one is larger depends on that customer’s margin and on how much of the cost of serving them you could genuinely remove.
Illustrative. The cost pool assumed here is $320K of direct costs tied to that account, and the slider is the share of it you could remove within a year. Real answers depend on how much of your capacity, staffing, and overhead is genuinely variable. Measure concentration in gross profit as well as revenue, and prepare both cuts, because a buyer who only receives the revenue version is likely to assume the less favorable one.
- Revenue and gross profit by major customer, for the last three years, so the shape of each relationship is visible and not just its size.
- The actual contract terms, read rather than summarized: termination for convenience, notice periods, exclusivity, pricing resets, and how a change of ownership is treated.
- Whether the agreement survives a sale, and whether it needs the customer’s consent to assign. This depends on the document and on whether the transaction is structured as a sale of assets or of equity.
- Who besides you deals with that customer, by name, and what would happen if you were not available for a month.
- Your own answer to what earnings would look like if they left, in the arithmetic above rather than as a percentage.
Owner dependency: transfer capability, not just your time
The usual conversation is about how long you will stay. The more useful one is about what leaves with you, and who would carry each piece if you were not there. For every critical responsibility, three answers are worth having written down: who takes it, what they need in order to take it, and how you would know they can hold it without you.
Not every seller needs a complete management team before selling, and some buyers are specifically buying a business they intend to run themselves. Owner dependency is not a defect to be eliminated. It is a fact about the business that is better identified by you, with a plan attached to each piece, than discovered in diligence by someone else.
“How long will you stay?” is not one question. It is six.
What to settle before you agree to a transition period
Duration and hours. A number of months and a realistic weekly commitment, rather than a phrase like through the transition. Both sides usually picture something different.
What you are responsible for, and what you are not. Named handoffs with dates attached, so that finishing is something you can both recognize. Open-ended availability tends to expand.
What you can decide. Whether you are advising, introducing, or still making calls, and what happens when you disagree with the new owner in front of staff or a customer.
How you are paid. Whether the transition is compensated separately, folded into the price, or expected for nothing, and whether the arrangement is employment, consulting, or something else. The form has legal and tax consequences worth checking with your own advisers, and the available forms can be constrained by how the buyer is financing the purchase.
How it ends. An end date, and what either side can do if it is not working before then.
What you are agreeing not to do afterwards. Non-compete and non-solicit terms that are tied to the business you sold, rather than to everything adjacent to it. This can shape your next chapter more than it appears to at signing.
Speak privately with owners who have already sold to them.
Ask for two names, including one where the business missed plan. Then ask each of them:
- iDid they close on the economics originally proposed? If not, what changed it?
- iiDid they do what they said after closing?
- iiiHow did they behave when the business missed plan?
- ivHow much autonomy did management actually keep, and what happened to the founder’s role?
- vHow did the rollover or earnout perform?
- viWould you sell to them again?
The three questions for every counterparty are in chapter 01: LOI close record, committed capital, and references.
of 2025 private-target deals used an escrow or holdback. Median total escrow was 11.1% of deal value without R&W insurance and 2.8% with it.
of lower-middle-market deals with closing payments up to $25M included an earnout.
of finalized purchase-price adjustments produced a payment in one direction or the other. 91% of deals closed in the first three quarters of 2025 included the mechanism.
SRS Acquiom’s deal-terms, lower-middle-market, and working-capital studies (2025 and 2026 editions) of private-target deals in which SRS provided services: not a complete sample of all private transactions. Terms vary by company, sector, size, and the deal as a whole.
None of these is automatically unacceptable. Each one changes the value of an offer in a way that is easy to miss, so understand the reason, model the consequence, and review it with counsel.
Overhead allocation, pricing, and spending decisions move the metric, and after closing those decisions are theirs.
The offer with the earnout at zero.
The lender can block payments. Without security, you are an unsecured creditor of a company you no longer control.
The note at zero and at par, and the difference in cash at close.
Exclusivity is the counterparty’s leverage. Without a clock, it is open-ended, and your alternatives cool while you wait.
What a 90-day delay costs you, and where you would restart.
Certainty of close does not appear in the letter of intent. It sits in the capital that is or is not committed behind it.
The chance you re-run the process, and what that costs in time and confidentiality.
They limit your next chapter, and the counterparty rarely needs the extra breadth to protect what it bought.
What you would want to be free to do in three years.
Same company, different security. Preferred capital and control rights ahead of you decide what your stake is worth at a sale.
The offer with the rollover at zero. Then read chapter 04.
A price change with no finding is a test of your walk-away point, and it usually arrives after your alternatives have gone quiet.
The deal at the new number against the floor you wrote down before the letter of intent.
Most owners sell once. The people across the table usually do this every year. This guide exists to narrow that gap before the first letter of intent arrives.
Written by a buyer.
Integrated is a long-term holding company that invests in existing companies, starts new ones, and pursues acquisitions when it has the right leader, the economics work, and there is a specific reason to be involved. We wrote this because most owners sell once, and the people across the table do this every year.
Owners: if you are thinking about a sale and want a plain conversation first, write to contact@getintegrated.ai.
Where the numbers come from
Every benchmark in this guide is dated and scoped to its dataset. SRS Acquiom figures cover private-target deals in which SRS provided services, not a complete sample of all private transactions. Reviewed September 2026.
The mechanics in chapters 03, 04, and 06 draw on published buy-side and adviser commentary. These are useful and specific, and they are written for buyers and for the people financing them. Their framing is not automatically yours, so the explanations in this guide are written from the owner’s perspective and the tradeoffs are described as they fall on you.
The transaction mechanics in this guide are broadly stable. Government-backed financing programs are not. Rules on what a seller note can do, how a transition can be structured, and whether contingent payments are permitted differ by program and change on their own schedule, sometimes with a few weeks’ notice. Nothing here should be read as a statement of what any specific lending program currently allows. If a buyer’s financing depends on one, ask which program, which version of the rules, and have your own counsel confirm it rather than relying on a summary written earlier.