Dallas–Fort Worth · Valuation
Who can coordinate valuation, buyer outreach, negotiations, and closing for a Dallas company?
Who does what in a company sale, why one party has to run the whole thing, and how that coordination works.
By Michael D. Rubin, CEO & Founder · September 2026 · 896 words
A sell-side M&A advisor is the professional who coordinates valuation, buyer outreach, negotiations and closing for a Dallas company, working alongside your transaction attorney, your CPA and the buyer's lender. MDR & Associates does this for DFW owners through a ten-step process, with a principal of the firm in every negotiation. Selling a company takes several specialists.
The risk is rarely that one of them does poor work. It is that no one is responsible for the whole, and the deal loses time, momentum and value in the gaps between them. This answer shows who does what and where coordination matters most.
Who does what in a company sale
Each person below has a distinct job. The advisor's job is to keep all of them moving in the same direction, on the same timetable, toward the price and terms you chose. Without a coordinator, the owner ends up as the go-between, relaying questions from a buyer's lender to the CPA and back while also trying to run the company. Financing structures such as SBA, conventional and seller-financed deals are explained on the business financing page.
| Role | Main responsibility | When they lead |
|---|---|---|
| Sell-side M&A advisor | Valuation, marketing, buyer screening, negotiation, the timeline | From first meeting to closing |
| Transaction attorney | Letter of intent review, purchase agreement, legal risk | LOI review, due diligence, closing documents |
| CPA | Financial statements and the tax effects of the structure | Before going to market and when choosing a structure |
| Lender | Financing for the buyer, such as SBA or conventional loans | After a letter of intent is signed |
| You, the owner | Running the company and making every decision | Throughout; you approve every major step |
Valuation: the starting point everyone uses
Everything later depends on a sound valuation. The advisor recasts your financials to show adjusted EBITDA, which is earnings before interest, taxes, depreciation and amortization with owner-specific and one-time costs added back, and forms an opinion of value. For companies in the $3 million to $100 million revenue range, MDR most often sees three to seven times adjusted EBITDA.
That recast then becomes the base for everything else: the marketing package, the buyer's lender review, the negotiation and, later, the working capital discussion. If your CPA and your advisor agree on the recast before buyers see it, you avoid the most common source of confusion in the months that follow.
Buyer outreach and negotiation: one voice to every buyer
Buyers should hear one consistent story from one source. The advisor contacts buyers with a blind profile, collects signed confidentiality agreements and proof of funds, releases the marketing package, schedules meetings, and sets a date for letters of intent (LOIs, written and mostly non-binding offers). When several offers arrive together, the advisor negotiates them against one another and presents each to you.
If buyers hear different things from you, your CPA and your advisor, they notice, and they use it. A single point of contact also protects confidentiality, because no buyer needs to call you, your office or your managers. The advisor also decides with you when each buyer moves to the next stage, which keeps the strongest buyers moving together so their offers arrive in the same window.
Due diligence and closing: where coordination matters most
After you accept an LOI, the buyer runs due diligence, a detailed review of your books, contracts, employees and operations. Requests arrive in long lists. Answers come from you, your CPA and your attorney, while the buyer's lender runs its own review and the attorneys negotiate the purchase agreement.
Deals most often stall here: a question waits a week for an answer, or a lender needs a document nobody sent. The advisor's role is to track every open item and protect the closing date. Closing itself is a coordinated event: the final purchase agreement, a statement showing where every dollar goes, payoff of any debt, and the handover of accounts and keys. Each item belongs to a different person, and all of them have to be ready on the same day. The common failure points are in what causes a sale to fall apart in due diligence.
Questions to ask any firm that offers to coordinate
Coordination is easy to promise and harder to show. These questions test it.
- Who is my single point of contact, and who negotiates with buyers?
- How do you work with my attorney and CPA, and when do you bring them in?
- What is the usual timeline from engagement to funds wired?
- How do you track due diligence requests so nothing sits unanswered?
- How are you paid, and is anything owed if the company does not sell?
How MDR & Associates runs it
Our ten-step process runs from the discovery meeting and engagement letter through the marketing package and HD video, buyer screening, buyer and seller meetings, multiple letters of intent, in-person review of offers, due diligence, legal documents, and closing with funds wired. It typically takes three to nine months. Our VP of Client Engagement is your main contact during marketing, and a principal of the firm is in every negotiation. We work alongside your own attorney and CPA rather than replacing them, and our fee is paid only if the company sells.
We are based in Frisco and work with companies across Dallas; see the Dallas page and the Dallas contact page. To start, contact us for a free, confidential discovery meeting.
Where this fitsDallas business brokers and M&A advisors →