With regard to buy-side M&A, when purchasing a company, it is important to make an objective assessment of the seller as a potential employee.  Typically, these “employees” carry a particularly high risk.  Unless the seller is truly essential to the running of the company, it is usually better to remove them from the company as soon as possible. If a seller is retained at the company needlessly, they will often be an obstruction to the future running of the business.

The reason that sellers often make poor employees is that it is difficult for them to remember that it is no longer their company.  They are accustomed to doing things their own way, working independently, and in some cases, they may have personal relationships with former customers that prevent them from effectively dealing with new clients that might be competitors of their old “friends.”  These types of events undermine the buyer’s ability to lead employees and take the newly purchased company in a new direction.  The buyer’s role must be unambiguous; therefore, employing a seller is a risk that should only be taken when it is necessary to do so.

If a seller has a vested interest in a business’s success, any continuing relationship between them and the company after closing is usually outlined in the sales agreement.  Of course, the nature of that relationship must match the nature of their interests, for example, performance-based earnout payments, consulting agreements, etc.

Employment of the seller is not always the best way to enable the seller to monitor the status of their vested interest.  There are better ways to accomplish this task by sending the seller monthly or quarterly financial statements, providing audit reports, granting the seller rights to “audit” results, etc.

If employing the seller for an extended period of time is unavoidable, it is important to help him or her prepare for their new role.  It is quite common for sellers to unintentionally find themselves filling their former role.  For the buyer to be successful, this must be avoided. Some ways to gracefully usher the former owner aside include:

Having the new CEO move into the seller’s office.  As the employees are accustomed to the person in charge being there, this will also make it easier for them to see the buyer as that person.

Suggesting that the seller not take the lead in decision-making, and instead adopting a back-seat role.

Asking the seller to redirect staff questions to the new CEO.

Use the seller as a source of advice, but demand that the staff go to the new CEO when they need recommendations or decisions made.

Asking that the seller use the pronoun "we" when he or she talks to customers.

Giving the seller plenty of time off, especially during the transitional period immediately following the closing of the transaction.

However positive the buyer’s relationship with the seller is, he or she will eventually need to be removed from the company.  Very likely, the seller will be looking forward to this day as well, so it is useful to plan ahead when the buyer is preparing the consulting or employment agreement.  Thus, on the buy-side of MA, being stuck with a seller as an employee can be a major obstacle in the running of the business, so unless you have no choice, try to get them out as soon as you possibly can.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

When selling a business, it is important to think about the best way to present the business to potential buyers.  A key step is to make sure that the presentations and documents that are used are tailored to the audience, i.e., the buyers or investors.  An M&A Selling Memorandum that goes into too many technological details, for example, will not interest potential suitors.  People who are thinking about investing money in a company will be more likely to consider a company with a document that addresses their various concerns.

The best way to inform buyers about a business that is for sale is via an M&A Selling Memorandum, which is usually called an Offering Memorandum or Confidential Information Memorandum (“CIM”).  This document should outline all of the basic information about the seller’s company, especially the unique selling points.  However, despite the fact that buyers will execute a Non-Disclosure Agreement (“NDA”) to receive the information, it is important not to give out confidential information that could be used by competitors.  Highly confidential information should be shared with the buyer during due diligence and should not be included in the selling memorandum.  At the risk of being redundant on this point, it is important to have potential buyers sign a Non-Disclosure Agreement before they receive the selling memorandum.  And, the selling memorandum should include a copyright notice, as well as a note stating that the reader is subject to the terms and conditions of the NDA.

A quality selling memorandum will answer basic questions about the company, e.g., where it’s located, who owns it, a description of the products or services, customer information, number of employees, location and cost of facilities, etc.  It will also explain why it is a good investment.  Furthermore, it will include information about the company’s history and growth potential and explain why the business is being sold.  In conclusion, the importance of this document should not be underestimated.  It is the seller’s best chance to generate interest in the business and help buyers understand the company’s potential.

It is obviously crucial to focus on the best aspects of the business, but it is equally important not to leave out any potentially negative features.  Everything needs to be true and verifiable, and buyers will lose interest if they discover hidden problems further down the line.  Of course, there may also be benefits that are not immediately obvious from the financial information.  Revealing both the good and the bad demonstrates the benefits of purchasing the company while also demonstrating to the buyer that the seller is trustworthy and that there will not be any surprises later on.

The selling memorandum should be prepared by a well-experience M&A advisor.  This way, the seller can make sure that its selling memorandum conveys all the information a buyer will need to make an offer that will excite the seller.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Importance of Due Diligence

Due diligence is a critical part of any deal. However, this is not just a time for the buyer to research the seller.  It is equally important that the seller research the buyer.  If a deal falls through because of problems with the buyer performing, e.g., a lack of funding, the seller will have wasted both time and money.

Typically, due diligence is performed after a Letter of Intent (“LOI”) has been executed by both buyer and seller.  This process usually takes 30-60 days or sometimes longer if there are complicating factors.  This is a time for the buyer to ensure that the company they are buying meets the standards the seller claims it does, i.e., that it matches what is stated in the selling memorandum and subsequent management meeting(s).  If the information does not match, the buyer may negotiate a lower price, attach extra conditions to the sale, or pull out altogether.

It is in the seller’s best interest to ensure that due diligence is completed as soon as possible. Delays extend the transaction and could ruin the deal entirely.  Therefore, it is important to answer promptly any information requests from the buyer.  It is usually helpful to give the buyer access to the company’s CPA firm and attorney.  Most of the time, the selling company’s information is loaded into a virtual data room for the buyer’s review.  Sensitive documents should be coded so that they can only be reviewed, not copied or printed.  The most organized sellers set up the virtual data room before executing the LOI to save time.

Any negative information about the company should obviously not be emphasized.  At the same time, it shouldn’t be hidden.  The seller always makes a mistake when they assume the buyer won’t discover some weakness.  That’s the classical mistake of underestimating your opponent.  The seller should always assume that the buyer will discover this information during due diligence and will wonder what else the seller is hiding.  That usually slows the transaction down and results in the buyer increasing the size of the escrow or adding onerous terms to the Definitive Agreement.  Even if the information remains hidden, it will likely come out after closing, and that will cause the buyer to withhold payment of the escrow or other deferred payments based on the grounds that the business was misrepresented.  Instead, the seller should be upfront with any problems the company has and should indicate potential solutions.  A well-qualified financial advisor will know how to present this type of information.  Let’s face it, 10Ks and many other documents contain negative information that is presented in such a way that it’s not enough of a problem to dissuade someone from investing.  This is the same issue.

To avoid wasting time and before executing a LOI, it is the seller’s responsibility to make sure that the buyer has the financial wherewithal to purchase their business.  Additionally, the seller should ensure that the buyer will be able to run the business once they have purchased it.  If there are red flags, the seller should adjust the payment structure accordingly to make sure they are getting the best deal possible.  Both the buyer and the seller need to do their due diligence to make sure the transaction closes on or close to the scheduled timing.  That way, both buyer and seller achieve success, which is the ultimate goal.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

M&A - Researching Potential Buyers

When selling a company, it is always important to research potential buyers, even before launching the transaction.  This information can then be used to shape the seller’s strategy when preparing for the transaction.  By determining what a buyer wants to accomplish by purchasing the company, the seller can be sure to highlight the aspects of the company that will especially appeal to that buyer and other buyers.

Researching a company is not difficult and is always beneficial.  For publicly traded companies, SEC-required reports are available to the public online.  A Google search on the company, its products, and its officers will yield helpful results.  Other databases, e.g., LinkedIn and the company’s website, are also useful sources of information.

Private companies pose more of a challenge as financial data is difficult to obtain, particularly in the US.  Nevertheless, some simple research can usually give one a feel for the size of a company.  For example, if the company has three 100,000 square foot facilities, one has to reasonably assume that their revenues are substantial.  Similarly, if the company has one small location, it portrays the opposite.  But one should never ignore that type of buyer.  Frequently, these companies have investors who are more than happy to put more money into the company for acquisitions.

An M&A specialist can also ask questions of the buyer and of others in the industry.  Finding out what businesses the buyer has purchased in the past, how they purchased them, their criteria for this particular purchase decision, and what they are looking for in a potential transaction are just a few questions that can be posed to find out more about the buyer.  Besides just gaining information, this can have the added benefit of determining if the buyer would be serious in making an acquisition.  A buyer with answers to these questions is more likely to be actually looking to make an acquisition, whereas a buyer who does not have answers is probably just shopping around and will be unlikely to make an offer.

Properly researching buyers has no downside; at the very least, knowing more about the buyer will make the transaction go more smoothly.  Furthermore, it may increase the chances of closing the deal and potentially even increase the valuation.  Thus, there is no such thing as knowing too much about a buyer.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

When considering the sale of a business, it is very easy for a business owner to be pessimistic about its value.  This is definitely a mistake, particularly because it can cause a potential seller to miss out on potential opportunities.

It may be ironic that I founded an M&A boutique firm to help people sell businesses; however, my own father, when I was young, who owned a small chain of variety stores, decided to close the business rather than sell it.  He sincerely believed that no buyers would be interested.  Mind you, he didn’t test that theory; however, he thought he was right.

A business owner should never assume that his or her business is too small to be of interest to a large company.  It is important to remember that there is a difference between the financial value as portrayed by the financial statements and the market value.  The market value includes more than just how much the company is worth monetarily.  It includes the value of intangible assets like customer base, distribution network, location, having a unique service or product, having loyal customers, and having name recognition, along with steady growth and profits.  These and other factors always contribute to a company’s value but are not always easily quantifiable.

Additionally, just because a company has mediocre recent financial results does not mean it will not sell.  Buyers will look at the future of the company and make an assessment of its potential.  This is especially true when the economy is in a down cycle.  It is also important for the seller to accurately analyze the business’s true financial position, marketability, and potential.  A good M&A advisor will know how to do this quickly and accurately.

For a company with modest financial results, it is important not to oversell the company, as buyers may pull out if they feel the results are unsustainable or the revenue and profit projections are unrealistic.  When pursuing the sale of a company, one must strike a balance between underselling the company and missing out on potential buyers, and overselling it and scaring off or losing potential buyers during the sales process.  Once again, a good M&A advisor can help strike the necessary balance.  The advisor can also provide value-added by finding the “right” buyer who will understand the value and potential of the company for sale.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

The most obvious step to take when growing a company is to acquire more business by adding customers. To many, it would seem like the larger the customer base, the better your company will look to potential buyers. However, it is important not to fall into the trap of taking on any and all customers that come your way. In the long run, having too many customers could be a strain on the company’s resources and profitability. The goal is to build and maintain a customer list that will add value to your company when you sell it.

When starting a business, it seems sensible to take on any and all clients. It is critical that one not maintain that attitude, though. While this is a great way to build a large customer base, it frequently results in a situation where each customer will only be generating a small percentage of the company’s income. On top of that, marketing and servicing a diverse set of customers is expensive and could have a negative impact on the company’s profitability. At the end of the day, the best strategy is to eliminate low margin customers. It can also be tempting to do things like take on both commercial and federal contracts to broaden your customer list. Depending on the product or service, this could be a mistake. Some buyers will not want to acquire a company with multiple types of contracts and customers with divergent goals and views of the world. Usually, it is more effective to choose one type of customer and work on developing and maintaining those customer relationships. It’s also more profitable, which will drive the valuation more than just a large list of customers.

Specifically, having a large customer list is not necessarily what will make your company appealing to potential buyers. Instead, one should work on developing long-lasting, large client relationships with clients that have shared needs and characteristics. Ultimately, having a smaller number of loyal customers will give your company a higher value in the eyes of prospective buyers. To be clear, profitability per customer is important. It’s also very important to avoid customer concentration, i.e., having one customer account for more than five or ten percent of total revenues. Thus, if your company doesn’t have customer concentration, has long-term customers with steady contracts, and they provide above-average profits for the company, you’ll have a very marketable company that will generate a high valuation.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

Most businesses rent commercial space where they operate their office, warehouse, manufacturing plant, retail space, etc. Therefore, it’s important to address the issue of selling your business when a lease is involved.

If you rent space for your business and are considering an M&A transaction, you should be aware of the nuances involved because of the lease. The leased space and your relationship with the landlord may have an impact on your potential M&A transaction so it’s an important issue.

First, it’s important for the seller to review the lease terms. When does the lease expire and are there any options to renew. Those will be the first two questions that a prospective buyer will ask. Once the buyer gets really serious about purchasing the business, they’ll want to know if the lease is assignable. Most of the time, even without an assignment clause, lessors are happy to accept assignment because the buying company is usually larger and a better credit risk than the selling company. It’s important to give the landlord time to review the possible assignment. Many times, sellers ask the landlord to accept an assignment and expect an immediate answer. That’s unreasonable.

The other situation that comes up is when the buying company doesn’t want the space that the seller occupies. That can be tricky for the seller as they’re obligated to pay the lease whether they’re occupying the space or not. In this case, the lessee or seller should look to see if the lease includes a provision to sublet. Provided the space can be re-rented in this fashion, the cost to the seller may only be a few months’ rent. The seller should be aware that even if the space is sublet, the seller is still responsible for all of the lease terms. It should also be noted that it’s very unusual for a buyer to want to move the business immediately or even shortly after closing. That transition time is always valuable to a seller where they’re responsible for the lease.

The other situation is when the lease will expire soon, and there is no option to renew. This can be dangerous to the seller because the buyer may want to keep the space in that location, while the landlord may have other plans for the space. In this case, it’s important to talk with the landlord to determine if you can have an option to renew or if they’ll allow you to execute a short lease (or extend your current lease term) so that the company doesn’t have to move in a hurry. This is one of the reasons why it’s important to have a good relationship with your landlord.

As part of Versailles Group’s M&A advisory services, we have assisted many clients in negotiating with the landlords or the acquiring company to make the lease issue a non-issue so that our clients could have a successful closing. Selling a business when a lease is involved doesn’t have to be complex; however, it’s an important issue that has to be addressed.

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987.

For more information, please contact
Donald Grava
Founder and President
617-449-3325

How much is my company worth? Every business owner should be asking this question! Business owners usually plan to sell their company eventually, and understanding the business’ actual value is absolutely critical to planning a retirement strategy.

There are many valuation services that cater to small, privately owned companies. These services can cost up to US$50,000 and will use a multitude of valuation techniques. The end product is an intricately detailed report that attempts to determine the intrinsic value of the company. Yet when it comes to selling a company, such services always overlook one important fact. At the end of the day, the most important determinant in a seller’s price is how much the buyer is actually willing to pay. Appraisals can be useful for getting a ballpark estimate of your company’s worth, but complex valuation models won’t change the fact that pricing mainly depends on the buyers, especially when the company isn’t publicly traded. This is why it is so important to have the right buyer.

The only time a business owner will ever get a completely accurate valuation of his or her company is when it is finally brought to market. Even if one chooses to get the business appraised beforehand, one would still need to find real buyers afterwards. Just because a valuation report claims that your company is worth US$20 million doesn’t mean that buyers will be willing to instantly hand you US$20 million in cash. The M&A process, including painstaking negotiations are still necessary to secure a strong offer, especially if you have any specific preferences on deal structure (e.g., if you want to stay with your company after the sale). Most of the time, an auction process involving multiple bidders will maximize the value of the business, and with the right buyer, you will receive an offer higher than the initial valuation.

That’s where a boutique investment bank like Versailles Group comes in. Versailles Group has nearly three decades of experience in searching for and negotiating with buyers from around the world. By applying its expertise and experience, Versailles Group will enable you to obtain the maximum value for your business. Hopefully, this will give the business owner some insight into the question: small business appraisal or investment bank?

Founded in 1987, Versailles Group is a boutique investment bank that specializes in international mergers, acquisitions, and divestitures. Versailles Group’s skill, flexibility, and experience have enabled it to successfully close M&A transactions for companies in the middle and lower-middle market. Versailles Group has closed transactions in all economic environments, literally around the world.

Versailles Group provides clients with both buy-side and sell-side M&A services and has been completing cross-border transactions since its founding in 1987. If you are interested in buying or selling a business, please contact us for a free consultation.

Donald Grava
Founder and President
Versailles Group, Ltd.
617-449-3325

(Photo by Don Grava)

Valuation multiples can serve as a starting point for estimating the value of your company. The valuation process, when utilizing multiples, is simple: by multiplying a financial metric such as EBITDA by an appropriate multiple, you arrive at a rough estimate for the enterprise value of your company.

So, you ask yourself, I know my company’s EBITDA, but how do I assign the correct multiple so that I calculate a fair enterprise value? The rote calculation of EBITDA*multiple is simple; however, assigning the “right” multiple is an art.

Generally, certain industries have a typical range of multiples for companies that exist in that space. A simple Google search will present websites that claim to provide “valuation multiples by industry.” But if you want to hone in on a more accurate multiple, you are encouraged to do more in-depth research. Organize a list of publicly traded companies that have a similar financial and business make-up to the company you wish to value (i.e., they operate in the same industry and have other similarities). Next, compile a range of trading multiples for these companies by dividing their enterprise value (“EV”) by a financial metric like EBITDA (EV/EBITDA, EV/REV, etc.). With certain adjustments, e.g., including the smaller size of your company versus the public company, which decreases the multiple, this range of multiples should provide you with reasonable guidance. Next, multiply the EBITDA of your company by this range and you will have calculated a valuation range for your business. However, this process (called “comparable companies analysis) may be unreliable because it is based upon today’s market prices, which may be volatile. It may also be inaccurate as many adjustments need to be made to the multiple. For example, if your company has high customer concentration or a union, it's likely that your multiple will be penalized versus other companies in your industry.

Another way to calculate a multiple range is to look for comparable companies that have recently been purchased via M&A transactions . If you can attain the purchase price for a similar company, as well as its relevant financial metric (revenue, EBITDA, etc.), you can calculate its multiple. This is actually a more valid multiple range, provided the data is current. However, this process of “precedent transactions analysis” can be inaccurate because some strategic buyers place a high “purchase premium” when acquiring certain companies, which results in a valuation far above fair market price. In addition, economic conditions may have changed since the time of the previous purchases, so that the multiple range might reflect different market conditions.

The valuation derived from these methods serves as a starting point when discussing company value with your M&A advisor. However, it is just that-- a starting point. It is important to remember that valuation multiples are based on comparisons to similar businesses, yet no two companies are the same. Your company may operate in the same industry and provide a similar service/product as another company, but there are certain unique characteristics of your business that may result in a higher or lower multiple than expected. For example, Company A has similar EBITDA to Company B in the same industry. However, Company A commands a higher valuation because it is deemed a higher quality business due to superior management, branding or other reasons.

There is a fundamental flaw in the structure of the multiple. The denominator represents a financial metric-- such as EBITDA. However, EBITDA is an imperfect proxy for free cash flow because true free cash flow includes taxes, working capital, and capital expenditures, while EBITDA does not. And free cash flow truly drives the value of a business. Thus, buyers will often stray from the simplistic EBITDA*multiple valuation that the business owner expects to receive because buyers base their bid on true free cash flow generation and other important factors. Therefore, a business owner should not be surprised if the initial valuation projection via a multiple is too high (or too low). Valuation is truly an art, and an M&A advisor like the Versailles Group can perform an in-depth financial analysis to help a seller target a fair but full valuation for his or her business. Furthermore, marketing the company properly will find the best possible buyers, which will always result in the best possible valuation.

Founded in 1987, Versailles Group is an independent, middle-market boutique M&A firm and offers its clients access to buyers and sellers worldwide. The firm provides its clients with a high level of personal attention coupled with cross-border transaction experience. Clients benefit from world-class advice, broad expertise, and flawless execution. As one of the leading middle market investment banking firms in Boston, the firm’s focus is on obtaining superior results for its clients. That’s the primary reason why Versailles Group has done more repeat business than any other middle market firm. The net result for our clients is a superior transaction, whether it is on the buy or sell side.

If you are interested in buying or selling a business, please contact us for a free consultation.

Donald Grava
Founder and President
Versailles Group, Ltd.
617-449-3325

The best time to sell a business is usually before the owner has to.

This principle is especially important in the lower middle market and middle market, where a company’s value often depends not only on earnings, but also on preparation, management depth, customer relationships, and the owner’s role in the business. Market conditions matter. Buyer demand matters. But the best time to sell is usually when a company is performing well, buyers can see a credible path for future growth, and the owner still has the flexibility to choose among several alternatives.

For many business owners, selling a company is a personal, strategic, and often emotional decision. A sale may be driven by retirement planning, succession issues, family considerations, a desire to reduce personal risk, or the recognition that the company may need additional capital, management depth, or strategic resources to reach its next stage of growth.

Still, timing can have a meaningful impact on value.

When M&A conditions in the middle market are favorable, buyers are more active, financing is more available, and valuations may be stronger. As a result of robust demand, valuations can be driven higher in many sectors. However, even in strong markets, sellers often hesitate when it comes to the sale of their companies.

Some owners are unwilling to sell because they believe demand and valuations may reach even greater heights in the future. Others are simply not ready to begin a process. Some have not prepared their financial information, strengthened their management team, or considered how the business would perform without their daily involvement.

Yet timing the market is always difficult.

A decrease in demand from buyers, a change in financing conditions, weaker company performance, or an increase in the number of sellers can reduce valuations as demand falls and supply increases. For sellers trying to receive the most consideration for their companies, the key is to be ahead of this shift, not reacting after conditions have changed.

The decision to sell should begin with a practical assessment of the business.

A company may be well positioned for a sale when revenue and earnings are stable or growing, margins are defensible, customer relationships are strong, and buyers can understand the company’s future opportunity. Clean financial statements, a capable management team, limited customer concentration, and a clear growth story can all improve buyer confidence.

By contrast, it may be better to wait if the company is facing short-term operational issues, declining performance, unresolved legal or accounting matters, or heavy dependence on the owner. Uncertainty often reduces value, slows diligence, or creates more difficult deal terms.

Preparation can also influence timing.

Owners who are not ready to sell immediately can still benefit from preparing early. Reviewing financial reporting, addressing customer concentration, strengthening management, documenting recurring revenue, and clarifying growth opportunities can make a future process more efficient and competitive. In many cases, the work done before a company goes to market can have a meaningful effect on the outcome.

The owner’s readiness is equally important.

Business owners should consider whether they are prepared for the demands of a sale process, the disclosure required during due diligence, and the potential transition after closing. In many lower middle-market and middle-market transactions, buyers want the owner to remain involved for a period of time to help preserve relationships, customer confidence, and operational continuity. That transition should be considered before a process begins.

The right time to sell, therefore, is not simply when the market appears strong. It is when company performance, market conditions, and the owner’s objectives are aligned.

For some owners, that may mean beginning a sale process. For others, it may mean preparing the business over the next several years so the company is stronger when the time comes. In either case, waiting too long can reduce optionality. Selling from a position of strength generally gives owners more choices than selling under pressure.

If you are considering buying or selling a lower middle-market or middle-market business, or if you would like to understand whether your company is ready for a sale, please contact Versailles Group for a confidential consultation.

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