Sell-side M&A representation for Southern California business owners ready to transact. Buyer identification, deal structuring, LOI negotiation, and closing — carried by the same principal who built your strategy.
What actually happens between LOI and closing
Strategic vs. financial buyers: when each makes sense
The due diligence questions every owner should expect
Quarterly notes on M&A execution, deal structuring, and what owners need to know before going to market.
By the time an owner is ready to actively transact, the strategic decisions that determine deal outcome are mostly made. The exit option has been chosen. The value drivers have either been built or they haven’t. What remains is execution — and execution is where deals are won, lost, or quietly settled for less than they should have been.
Sell-side M&A advisory represents the owner — not the buyer, not the lender, not the deal. It includes the work that runs from the moment the owner decides to actively go to market through the moment funds clear at closing.
Confidential information memorandum, financial recasting, management presentation materials, and the documentation buyers expect to see in the data room.
Strategic acquirer mapping, financial buyer cultivation, and confidential outreach to a curated list — not a mass-market broadcast.
Controlled disclosure to qualified prospects, with information staged appropriately as buyer interest deepens.
Multiple-bid management, term comparison, valuation negotiation, and the structural decisions embedded in the letter of intent.
Coordinating buyer requests across financial, legal, operational, and HR diligence streams while protecting the operating business.
Negotiation of the purchase agreement alongside the owner's legal counsel — reps and warranties, indemnification, escrow, working capital, and post-closing obligations.
Defined scope, defined timeline, agreed fee structure. Most engagements include a modest retainer plus a success fee at closing — no contingent commissions on related transactions.
Information memorandum, buyer list, marketing materials, and data room build-out.
Buyer outreach, NDA execution, management meetings, and indication-of-interest negotiation.
LOI negotiation, due diligence management, definitive agreement negotiation, and closing coordination.
Mass-market listings are rarely the right approach for owner-operated businesses. We pursue qualified, strategically-aligned buyers.
Single-buyer processes lose leverage. Where the market supports it, we build to a competitive process.
The right time to walk away from a deal is before signature. We'll tell you when we think you should.
Your CPA handles tax structuring. Your attorney handles legal documents. Our role is the deal itself, in concert with them.
The strategic work that determines whether sale is the right path — and prepares the business for it.
Pre-transaction valuation establishes the negotiating floor and informs LOI structuring.
Most sell-side engagements run nine to fifteen months from engagement letter to closing — four to eight weeks of pre-market preparation, three to six months of active marketing and offer development, and three to six months from LOI to close. Faster is possible; slower is common.
Most engagements involve a defined retainer paid during the active engagement plus a success fee paid at closing. The success fee structure varies with deal size and complexity. Full fee structure is documented in the engagement letter — no surprise billing.
Sell-side engagements are most often appropriate for businesses with $5 million to $50 million in enterprise value. Smaller transactions are generally better served by traditional business brokerage; larger transactions enter mid-market investment banking territory.
Yes. Confidentiality is foundational to sell-side M&A. NDAs precede any meaningful disclosure, information is staged as buyer interest qualifies, and the active marketing process is conducted to a curated buyer pool — not broadcast to the market.
That’s the work of Pillar 02 — Exit Planning. M&A Advisory is execution, not exit selection. If you’re not yet sure whether sale is the right path, the conversation belongs in exit planning first.