Kadenwood

Sell-Side M&A

The right year to sell is decided before the market gets a vote.

Owners ask whether now is a good time to sell. The evidence says the question is mostly about the business and the owner, not the market: readiness moves the outcome by more than timing does, and the market variable that matters most right now is a queue, not a price.

What actually triggers a well-timed sale?

The durable triggers are owner-side. A succession gap with no one to hand the business to. A risk concentration the owner no longer wants to carry alone. A capital need the business cannot fund. An offer that forces the question. Or simply the honest recognition that the owner's appetite for the next five years is not what it was. These arrive on the owner's calendar, not the market's, and a sale process built around one of them starts from clarity about what the outcome must achieve.

Market timing is real but second. Multiples move less for a given business than owners assume, because the factors that price a specific company, its earnings quality, concentration, and dependence, dominate the cycle. The expensive error is not selling in an average year; it is launching unprepared in any year, or holding through the years in which the business's own risk factors compound.

Selling at a moment of strength is the version of timing that does work. A business sold while performance is rising, customers are renewing, and the owner is not yet tired negotiates from evidence. The same business two years later, flat and founder-worn, meets the same buyers with a weaker file.

Where does the exit market sit right now?

The defining fact is a queue. There were 13,509 US sponsor-owned companies waiting to be sold at 30 June 2026, a count that rose again during the quarter (PitchBook, Q2 2026 US PE Breakdown, published 6 July 2026), while distributions back to fund investors ran near 10% against a 25% historical average (Jefferies, Global Secondary Market Review, July 2026, as at 30 June 2026). Those companies clear into the same buyer universe a private owner sells into, and their sponsors are under mounting pressure to transact.

Supply from private owners is also at a record: 3,523 businesses came to market on one lower-middle-market platform in the second quarter of 2026, the highest quarterly total on record for that platform (Axial, The SMB M&A Pipeline: Q2 2026, 21 July 2026). Practitioners nonetheless expect activity to rise: 63% of middle-market respondents expected more activity in the second half of 2026 (ACG and GF Data, Q3 2026 Market Pulse Survey, published 15 July 2026).

The strategic reading for an owner is crowding, not collapse. Demand exists and buyers are funded; the sellers who meet the least competition for that demand are the ones who arrive early and prepared, ahead of the queue's heaviest clearing years rather than inside them.

How much runway does a good outcome need?

More than the process takes. Sponsors, who sell professionally, begin exit preparation twelve to twenty-four months before a sale in order to improve valuations (EY, Global Private Equity Exit Readiness Study 2026, published 28 July 2026), and the diligence standard now expected of sellers is at least thirty-six months of clean, normalized monthly financial statements (Capstone Partners, Capital Markets Update, 4 June 2026). An owner who wants the premium version of an exit is on the sponsor's timetable whether or not a sponsor is the buyer.

The reason runway matters is that fixes are invisible until the trailing period contains them. A concentration reduced this year, a management layer hired this year, an earnings adjustment cleaned up this year: each takes four to eight quarters to show in the numbers a buyer prices. Exit-planning practitioners put the differential from planning three to five years ahead at 20% to 50% of price, a directional estimate rather than an audited series, but directionally consistent with every measured discount in the linked positions.

Preparing is not postponing. The preparation quarters are also when the alternatives get compared properly: a full sale against a recapitalization, a minority sale, or holding with a different structure. Sometimes the honest answer is that this is not the year, and an advisor whose fee depends on a closing should be willing to say so. We are.

Questions

Before you pick the year.

Is now a good time to sell my business?

The market half of the answer: buyers are funded, practitioners expect activity to rise, and a record queue of sponsor-owned companies is waiting to clear into the same buyer universe, which argues for going early rather than waiting. The owner half decides it: a prepared business with rising performance sells well into almost any market, and an unprepared one sells poorly into the best. Readiness is the variable you control.

How far ahead of a sale should preparation start?

Twelve to twenty-four months at minimum, which is the runway professional sellers give themselves, and three years or more where the business carries a fixable discount such as customer concentration or owner dependence, because a fix must sit inside the trailing period before a buyer will price it. The diligence standard to build toward is thirty-six months of clean monthly financials. Starting earlier costs little; starting late converts every finding into a price reduction.

Should I wait for conditions to improve before selling?

Waiting is a position, and it has a price. The queue ahead of you is 13,509 sponsor-owned companies and rising, all clearing into the buyer universe you will sell into, and the sellers who wait for a better market will meet more of them. If the business is genuinely not ready, wait and use the time; that is preparation. Waiting with a ready business for a market signal that no forecast supports is just crowding your own exit.

Transaction credentials available upon request.

More advisory