SELL-SIDE ADVISORY
Prepare the business, control the process, and protect the value.
We run sell-side processes for business owners and for sponsors exiting a portfolio company. Readiness comes first, then positioning, the buyer list, and the negotiation. Running it in that order is what keeps management operating the company while it is being sold, and a business that holds its numbers through a process holds its price at the confirmatory stage.
EXIT READINESS
What a buyer will test, tested first by us.
Most value is lost before a buyer is contacted, in the gap between how the business runs and what it can evidence. Readiness work closes that gap while there is still time to fix something rather than concede it.
QoE-ready financials
Statements a quality-of-earnings provider can work from without a reconstruction exercise. Where the books cannot yet support that, we say so at the start rather than at the diligence stage, when the buyer sets the terms of the conversation.
Substantiated add-backs
Every add-back with evidence behind it. An add-back a buyer strikes in confirmatory diligence costs the multiple attached to it, and the argument is much harder to win after an offer is on the table.
Customer concentration
Where the revenue sits, what the contracts say, and what the answer is when a buyer asks what happens if the largest account leaves. The answer exists either way, so it is better prepared than improvised.
Management depth
Whether the business runs without the owner in the room. A company that depends on one person is a different asset to a strategic buyer than to a sponsor, and both will price the dependency.
Technology posture
Systems, data, and security readiness, evidenced before a buyer's diligence team tests it. On software and tech-enabled assets this is frequently where the last round of price movement comes from.
THE SELL-SIDE PROCESS
Seven stages, and you get a written checkpoint at each one.
- 01
Readiness and positioning
Fix what can be fixed, evidence what cannot, and decide what the company is being sold as. Positioning determines which buyers the business is relevant to, so it is settled before any material is written.
Checkpoint: a readiness findings list, an owner decision on timing, and an agreed positioning.
- 02
Materials
A focused information memorandum rather than a long one, built from the company's own numbers, plus the management presentation and the data room structure the process will run on.
Checkpoint: approved materials and a data room the company controls.
- 03
Buyer list
Built for fit and ability to pay, not for length. You see every name and approve it before anyone is approached, and the reason each buyer is on the list is written down.
Checkpoint: a named buyer list you have signed off, with the rationale for each name.
- 04
Outreach and indications
Approaches run in a managed sequence so the process stays competitive and confidential. Indications are compared on more than the headline number, because the number moves once diligence starts.
Checkpoint: indications side by side, with the assumptions behind each one written out.
- 05
Management meetings and LOI
Meetings prepared so management answers the questions that decide price rather than rehearsing the deck. The letter of intent is negotiated on structure and exclusivity, not only on the headline.
Checkpoint: a signed letter of intent with the value-defining terms already negotiated.
- 06
Confirmatory diligence
The diligence room is managed so requests arrive in a sequence the company can absorb while it keeps operating. Findings are answered with evidence prepared during readiness rather than assembled under deadline.
Checkpoint: a diligence issues list with an agreed answer or an agreed price effect on each item.
- 07
Documentation and close
Purchase agreement, disclosure schedules, the working-capital mechanism, and the conditions to closing, managed through to funds flow so the process does not stall in the last three weeks.
Checkpoint: signed documents, funded, with the post-closing obligations written down and owned.
BUYER-LIST CONSTRUCTION
A short list of buyers who can pay, not a long list of names.
A long buyer list looks like effort and behaves like a leak. Every approach is another party that knows the company is for sale, and the probability that the market finds out rises with the count rather than with the quality.
The list is built from buyers who fit the positioning and can fund the transaction at the size it will clear. You approve every name before it is approached, and the reason it is on the list is recorded, so an underwhelming process can be diagnosed rather than argued about.
Strategic buyers
Acquirers who buy the business for what it does inside theirs, where the price reflects a synergy the seller should understand before it is negotiated away.
Financial sponsors
Funds with a thesis the company fits, a fund life that suits the timing, and capital available now rather than subject to a raise.
Sponsor-backed platforms
Portfolio companies buying add-ons, where the platform's own investment case and integration capacity decide what the business is worth to them.
STRUCTURE
The headline price is not the deal.
Two offers at the same number are frequently not the same offer. The terms below decide what an owner actually receives and when, and they are far easier to negotiate before exclusivity than after it.
Escrow and holdback
How much of the price is held back, for how long, and what has to happen for it to be released. Money in escrow is money at risk of a claim, not money received.
Earnout
What has to be achieved after close for the rest of the price to be paid, who controls the levers that achieve it, and how the target is measured once the buyer owns the accounting.
Working-capital peg
The level of working capital the business is required to deliver at closing. A peg set on the wrong reference period moves real money at completion and rarely moves in the seller's favor.
Rollover equity
The stake an owner keeps in the new structure, what it ranks behind, what governance comes with it, and the conditions that decide whether the second exit is worth more than the first.
Indemnities and caps
What the seller stands behind after close, for how long, and to what limit, including whether insurance carries part of the exposure instead of the seller.
Consideration mix and timing
Cash at close against paper, deferred payments, and the tax treatment attached to each, because the after-tax number is the one an owner receives.
TECHNOLOGY BEFORE THE BUYER
Run the technology diligence before the buyer's team does.
On software, tech-enabled, and data-heavy businesses, the last round of price movement usually comes from what the buyer's technology diligence finds. A seller who can evidence scalability, data and AI readiness, and security posture holds the multiple that a seller who cannot will concede.
The Technology & AI practice runs sell-side technology diligence: the equity story for the technology, the data room content a buyer's team will ask for, and coaching for the management questions that follow. It is separately scoped and it is not required on a sell-side mandate.
WHO THIS IS FOR
Owners and sponsors, with different clocks.
Business owners
One transaction, most likely the only one, where the decision includes whether to sell at all. A full sale is one of several routes and the others deserve to be examined first.
Private equity sponsors
A portfolio company exit against a fund clock, where the process has to hold the operating plan together while it runs.
Founders
A business built rather than bought, where the technology story and the founder dependency are usually the two things a buyer prices hardest.
HONEST ANSWERS
Before you start a process.
- Someone has already approached us. Should we just negotiate with them?
- Take the call. Do not agree to exclusivity or a price before you have created options, because a single-buyer conversation is priced as one. An approach is useful information about interest in the business, and it is a poor substitute for a process.
- Will our employees find out?
- Only when you decide they do. Disclosure is staged, buyers sign confidentiality agreements before they receive anything, the company is described under a code name in early outreach, and data room access is opened by stage rather than all at once.
- How long does a process take?
- It depends on readiness more than on buyer appetite. The item that most often sets the timeline is the quality of the company's own financial reporting, which is why readiness comes before materials rather than alongside them.
- What if the offers come in below what we expected?
- You are not obliged to sell, and we will tell you before outreach starts where we think the range lands. A process that produces a number an owner will not accept has still produced information, and waiting is a legitimate conclusion.
- Do you contact buyers without our instruction?
- No. On an owner matter no buyer is approached without written instruction, and you approve every name on the list before any outreach begins.
- How is this priced?
- It depends on the mandate and it is agreed in writing before work starts. We do not publish fees on this website, because the terms belong in the engagement letter rather than in marketing copy.
Start a confidential conversation
Tell us what you are thinking about, in confidence.
A few lines is enough: what the business does, roughly what it earns, and what is prompting the question. We will give you an honest read on readiness and on whether now is the right time, and no buyer is contacted without your written instruction.
Bass reads every note. If the answer is that you should wait, that is what you will hear.