I've run sell-side processes for businesses worth $15M and businesses worth $300M. The enterprise value changes. The process doesn't. Five phases, executed in sequence, each one laying groundwork for the next. Skip a phase and the deal falls apart in diligence. Rush a phase and you leave money on the table. This isn't complicated, but it's unforgiving.
The firms and founders who understand what's coming at each stage make better decisions, negotiate from strength, and close with fewer surprises. The ones who don't understand the process get managed by it.
Phase 1: Preparation (8-12 Weeks)
Preparation determines whether the sale takes 6 months or 18. It's the phase sellers most want to skip and the one that matters most.
The work starts with a strategic assessment. Why are you selling? To whom? At what price? On what terms? These aren't philosophical questions. They drive every subsequent decision. A founder selling to retire has different objectives than a PE portfolio company selling to return capital to LPs. The advisory team's job is to align the process with the seller's actual goals, not assumed ones.
Financial preparation consumes most of the time. A sell-side quality of earnings (QoE) report costs $30,000 to $75,000 and takes 4 to 6 weeks. It normalizes EBITDA, documents every add-back with evidence, identifies working capital trends, and pre-answers the questions a buyer's diligence team will ask. Companies that skip the sell-side QoE spend an extra 6 to 8 weeks in buyer-side diligence, and they spend those weeks on defense rather than offense.
The Confidential Information Memorandum (CIM) gets written during preparation. Thirty to 60 pages covering company history, financial performance, market opportunity, competitive positioning, management team, and growth strategy. The CIM is the first substantive document buyers see. A good one creates urgency. A bad one raises questions that slow the process for months.
Data room construction happens in parallel. Sixty to 100 documents organized by category: financials, tax, legal, HR, operations, customers, IP, real estate. Building the data room before going to market (instead of scrambling during diligence) saves 4 to 6 weeks later. I've watched sellers lose deals because they couldn't produce a customer contract list within a week of an LOI signing. That's a preparation failure.
Buyer identification and research. The advisory team builds a buyer universe of 40 to 200 potential acquirers: strategic buyers, PE firms, family offices, and (sometimes) competitors. Each gets profiled for acquisition history, strategic fit, financial capacity, and likely valuation range. This research determines who gets called and in what order.
What goes wrong in Phase 1: Sellers underinvest in preparation because it feels like overhead, not progress. They want to "get to market" without doing the work that makes the market respond.
Phase 2: Go-to-Market (4-6 Weeks)
The process goes live. Outreach begins. This is where the advisory team's network and execution matter most.
Initial contact happens in waves. The advisory team contacts the prioritized buyer list with a one-page teaser, a blind profile that describes the company without identifying it. Interested buyers sign NDAs and receive the full CIM. A well-run process generates 15 to 40 NDA signings from an initial contact list of 60 to 150 buyers.
Indications of Interest (IOIs) come 2 to 3 weeks after CIM distribution. An IOI is a non-binding expression of a buyer's preliminary valuation range and proposed deal structure. It's not an offer. It's an invitation to continue the conversation. A strong process generates 5 to 12 IOIs. Fewer than 3 suggests the price expectation is too high, the marketing materials are weak, or the buyer universe was too narrow.
Buyer screening narrows the field. Not every IOI advances. The advisory team evaluates each IOI on valuation range, deal structure, certainty of close, cultural fit, and the buyer's track record of completing transactions. (A buyer who's submitted 30 IOIs and closed 2 deals is a tourist, not a buyer.) The goal is to advance 4 to 8 buyers to the next phase.
What goes wrong in Phase 2: Over-contacting the market kills confidentiality. Under-contacting it kills competition. The number of buyers who know about the deal should be large enough to create competitive tension but small enough to protect the business from market rumors. If employees, customers, or competitors find out the company is for sale before a deal is signed, the consequences can be severe. Revenue can drop 10 to 20% when key customers learn about a pending sale (Harvard Business Review, M&A Integration Analysis).
Phase 3: Management Presentations (3-5 Weeks)
The shortlisted buyers meet the management team. This is where deals are won and lost.
Management presentations typically run 2 to 3 hours. The CEO and key executives present the business, answer questions, and demonstrate competence. Buyers are evaluating two things simultaneously: the quality of the business and the quality of the team they'll be working with post-close. I've seen a $180M deal lose 15% of its value because the CEO couldn't articulate the company's competitive advantage in concrete terms. The buyer concluded the business was more dependent on market tailwinds than management skill and adjusted their valuation accordingly.
Site visits often accompany management presentations. Buyers tour facilities, observe operations, and meet department heads. A manufacturing business that looks different from the CIM's description has a problem. Presentation consistency matters. The story in the CIM, the management presentation, and the physical reality need to align.
Follow-up diligence requests start flowing. Buyers who've seen the management presentation and visited the site submit targeted questions. This is preliminary diligence, not confirmatory. The questions test specific assumptions: customer retention rates, pipeline quality, technology roadmap, regulatory exposure. Quick, thorough responses signal a well-prepared seller.
What goes wrong in Phase 3: Management presentations that aren't rehearsed. A CEO who rambles for 90 minutes without a clear narrative structure damages buyer confidence. Every management team should rehearse the presentation 3 to 4 times before the first buyer meeting. Record it. Watch it back. Fix the weak spots. (This advice gets ignored roughly 60% of the time. The 60% who ignore it consistently achieve lower valuations.)
Phase 4: Negotiation and LOI (3-6 Weeks)
Letters of Intent come in. The real negotiation starts.
LOI submissions follow management presentations by 1 to 3 weeks. An LOI is a semi-binding document that outlines purchase price, deal structure, key terms, exclusivity period, and diligence timeline. The binding provisions are typically confidentiality and exclusivity. Everything else is subject to confirmatory diligence.
Evaluating competing LOIs is where advisory earns its fee. Price matters, but it's not the only thing that matters. An LOI at 8.5x EBITDA with no financing contingency, a 45-day exclusivity period, and a buyer with $200M in committed capital is worth more than a 9.0x LOI from a buyer who needs to raise debt, wants 90 days of exclusivity, and has closed 1 deal in the last 3 years. Certainty of close is worth half a turn of multiple, sometimes more.
Key LOI terms to negotiate:
What goes wrong in Phase 4: Sellers fall in love with headline numbers and ignore structure. A higher price with worse terms often produces less cash in the seller's pocket than a lower price with clean terms.
Phase 5: Confirmatory Diligence and Close (6-10 Weeks)
Exclusivity is signed. One buyer. One shot. The clock is running.
Confirmatory diligence is the buyer's deep dive into every aspect of the business. Financial, legal, tax, operational, environmental, HR, IT, IP, customer, and insurance diligence. A typical middle-market diligence process involves 200 to 400 information requests. The buyer deploys a team of 5 to 15 professionals (internal plus external advisors) to verify every material claim in the CIM and management presentation.
The diligence timeline compresses or expands based on preparation. If the data room was pre-built (Phase 1) and the sell-side QoE was completed before marketing, confirmatory diligence runs 4 to 6 weeks. If the seller is assembling documents in real time, it takes 8 to 12 weeks. Every week of delay introduces re-trade risk: the buyer discovers something, real or imagined, and uses it to renegotiate price.
Purchase agreement negotiation runs in parallel with diligence. The definitive agreement (stock purchase agreement or asset purchase agreement) codifies every term: representations and warranties, indemnification provisions, non-compete covenants, transition services, and closing conditions. Legal counsel on both sides iterate through 3 to 5 drafts. This takes 3 to 6 weeks.
Financing confirmation. If the buyer is using debt (most PE acquisitions involve 50 to 65% leverage), the lender conducts its own diligence and issues a commitment letter. Financing delays are the single most common reason deals blow up between LOI and close. The sell-side team should verify financing certainty before granting exclusivity.
Closing. Funds transfer, documents execute, ownership changes hands. The wire hits. After 6 to 12 months of process, the transaction is complete. Post-close adjustments (working capital true-up, earnout measurement) continue for 30 to 90 days.
What goes wrong in Phase 5: Surprises. Anything the buyer discovers in diligence that wasn't disclosed or anticipated becomes ammunition for re-trading. The median re-trade in middle-market M&A reduces the purchase price by 5 to 10% (GF Data, 2025 M&A Report). The best defense against re-trading is radical transparency in Phases 1 through 3.
Full Timeline: What 6-12 Months Looks Like
| Phase | Duration | Cumulative | |-------|----------|-----------| | Preparation | 8-12 weeks | 8-12 weeks | | Go-to-Market | 4-6 weeks | 12-18 weeks | | Management Presentations | 3-5 weeks | 15-23 weeks | | Negotiation and LOI | 3-6 weeks | 18-29 weeks | | Diligence and Close | 6-10 weeks | 24-39 weeks |
That's 24 to 39 weeks, or roughly 6 to 9 months if everything runs on schedule. Add 2 to 3 months for common delays (preparation gaps, financing contingencies, regulatory approvals, holiday slowdowns) and you're at 8 to 12 months. Firms that tell you they can sell your business in 90 days are either cutting corners or starting with a pre-identified buyer.
How to Prepare Before the Process Starts
Start 6 to 12 months before you want to go to market.
Commission the QoE report. Build the data room. Resolve known issues (customer concentration, pending litigation, key-person risk). Clean up the financials so add-backs are documented and defensible. Run a valuation analysis to calibrate expectations against market data. Interview 2 to 3 advisory firms and select one whose process, experience, and cultural fit match your objectives.
The sellers who prepare properly spend less time in process, achieve higher valuations, and close with fewer re-trades than those who decide to sell on Monday and want to be in market by Friday.