Selling a business
Business Sales, Mergers & Acquisitions: What the Seller's Advisor Does
What a sell-side M&A engagement actually delivers, from the first valuation to funds wired, and how to judge whether a firm will do the work.

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 754 words
When you hire a firm for a business sale or merger, you are buying a result, the highest price and best terms a competitive group of qualified buyers will pay, and a defined body of work that produces it: a recast of your financials, a marketing package, a confidential search for buyers, negotiation of several offers, and management of due diligence through closing. If a firm cannot tell you exactly who does each piece, keep looking.
For most owners, selling the company is the largest financial event of their life and something they do once. The quality of the advisor can change the outcome by a wide margin, in price and in terms.
The deliverables that should come with any engagement
A sell-side engagement for a company with $3 million to $100 million in revenue should produce concrete work, not just introductions. At MDR & Associates, every company goes to market with the following. A formal third-party valuation is also available as a separate, optional service when an owner needs one for partners, estate planning or a lender.
- A financial recast. Your statements restated to show true earning power, with owner-specific and one-time costs added back. Buyers price the company from this number.
- A confidential marketing package. A document describing the company, its financials, its people and its market in the order a buyer needs to understand them.
- A professionally produced HD marketing video. It shows the operation and what drives its value without naming the company, so buyers understand the business before any site visit.
- Buyer screening. Every buyer registers, signs a confidentiality agreement and proves it can fund the purchase before seeing detail.
How buyers are found without exposing you
Confidentiality protects value. If employees, customers or competitors learn the company is for sale before a deal is signed, good people leave, customers hedge and competitors use it against you. Buyers therefore see a blind profile first. The firm goes to its own database of qualified individual buyers, capital groups and private equity groups before anything else, and places blind ads on the major business-for-sale marketplaces only if more reach is needed. Your name is released buyer by buyer, never broadcast.
In practice, a buyer that has signed nothing knows only the industry, the general region and the broad financial picture. Each later stage, from the marketing package to management meetings and the site visit, is earned by showing seriousness at the stage before. Buyers who cannot show the funds or the intent never get past the first gate.
Why competition among buyers sets the price
A single interested buyer sets the price it wants. Several buyers bidding at the same time set the price the market will bear. That is why the firm negotiates multiple letters of intent (written offers with the main terms) at once rather than one after another. Every offer is presented to you in person, and you decide whether to accept, reject or counter. Price is only part of it: how much is paid in cash at closing, how much is deferred, what you promise in the purchase agreement and how long you stay on all matter.
Once an offer is accepted, the firm manages due diligence, works alongside your attorney and CPA on the legal documents, and can help arrange SBA, conventional or seller-financed structures when a buyer needs financing.
Who does the work matters as much as what is done
Ask any firm who will negotiate your deal. At MDR & Associates a principal of the firm is in every negotiation, and a VP of Client Engagement is your main contact while the company is being marketed. The firm takes a limited number of engagements at a time and declines companies it does not believe it can sell for maximum value. That selectivity sits behind a success rate above 90% across more than 250 closed transactions since 2008. For a fuller picture of the role, see what an M&A advisor does during a company sale.
How the engagement runs from start to finish
The work follows ten steps: discovery meeting, engagement letter, marketing package and video, buyer screening, buyer and seller meetings, multiple letters of intent, offers reviewed with you in person, due diligence, legal documents, and closing with funds wired. Most sales take three to nine months. The fee is 100% performance based and set out in the engagement letter; see how fees work. You can review named closed transactions and, when you are ready, contact the firm for a free, confidential discovery meeting.
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Questions owners ask next
Is a merger different from a sale for a private company owner?
For most privately held companies, what people call a merger is in practice a sale: a buyer acquires the company or its assets, sometimes with the owner keeping a minority stake. The preparation, marketing and negotiation are the same. Your attorney and CPA advise on the legal and tax structure.
Do I need a formal valuation before selling?
Not always. The free opinion of value, based on three years of financials, is enough for most owners to decide whether to sell. A formal third-party valuation helps when partners disagree, when estate planning is involved, or when a lender or court needs one. It is a separate, optional service.