Most of the price is set before a buyer sees the book.

Sometimes, and we will say so. Below a few million dollars of EBITDA a full process usually costs more in fees and disruption than it returns.

The question underneath size is whether competitive tension is available to you. Where a business has durable cash flow, contracted or repeatable revenue, and more than a handful of plausible acquirers, a run process usually pays for itself several times over in price and in terms. Where it has one obvious buyer and no alternative, a full process is expense and disruption without a return, and we will tell you that rather than take the mandate. That answer does not track size closely: a smaller business with four credible acquirers is a better process than a larger one with a single logical home.

That depends on the buyer, and it is negotiable. Financial buyers usually want continuity and will ask for a transition period, rollover equity, or both. Strategic buyers more often absorb the function and want a shorter handover.

How long you intend to stay is a decision made in preparation, not at the letter of intent, because it shapes the buyer list. If you want a clean exit, we weight the list toward acquirers who bring their own management or can absorb the business. If you want to keep operating with capital behind you, the list weights toward sponsors who back operators, and the negotiation turns to rollover terms, board composition, and the post-close operating control language that governs any earnout. In either case, the retention of the people below you is a separate question and usually the buyer's first one.

By controlling what is released, to whom, and when. Buyers see a blind teaser first, the confidential information memorandum only under a non-disclosure agreement, and granular data only as finalists, behind further protections.

Every counterparty on the approach list is cleared with you before contact, which is how a targeted process protects a business whose customers or employees would react badly to the news. During the process, questions route through one channel and are answered in writing, so bidders cannot triangulate answers against each other. Where a competitor is bidding, competitively sensitive material, such as customer identities, pricing, margins, and forward plans, is segregated into a clean room accessible only to a clean team, aggregated or masked before anything moves to the main data room, and destroyed on instruction at the end of the process. We also plan the internal communication sequence with you before the first call goes out.

Confirmatory diligence, then definitive documents. The letter of intent fixes price and the structural terms, and exclusivity begins. The buyer now verifies what you represented. Most retrades start here, in findings that preparation should have surfaced first.

This is where deals die: roughly one in three signed letters of intent never closes, and renegotiation after exclusivity is granted is a recurring cause. Expect sixty to a hundred and twenty days from signed letter of intent to closing. The buyer's advisors work the ten diligence workstreams in parallel while counsel negotiates the purchase agreement, where the decisive sections are the conditions to closing, which say who is permitted to walk away and on what, and the indemnity: the basket, the cap, the survival period, and how much sits in escrow. Representation and warranty insurance is standard on mid-market transactions and materially shrinks that escrow. Between signing and closing sit the conditions precedent, principally regulatory clearance and the conversion of financing commitments into funded facilities. The mandate does not end at the wire: the working-capital true-up, the escrow release, and any earnout are administered afterward.

Plan on nine to twelve months end to end for a middle-market process, and longer if the business is not sale-ready when we begin. Preparation is the variable; once a process launches, the sequence is predictable.

Preparation runs four to eight weeks for a business that is already in order, and considerably longer where earnings need normalizing, a concentration story needs work, or the financials have never been reviewed by a third party. From teaser to indications of interest is roughly three to five weeks; indications to a signed letter of intent, another four to eight; the letter of intent to closing, sixty to a hundred and twenty days. Pre-announcement diligence has lengthened materially over the past decade, so the four-to-six-month cycle owners remember from the 2010s is not the current baseline. What we hold to is the calendar, not the total: dates published to bidders and enforced, because a deadline that slips once stops being a deadline. A rushed launch is slower than a prepared one, and we would rather set that expectation at the first meeting than manage a disappointment at month seven.