Dallas–Fort Worth · Choosing an advisor
What Dallas M&A firm is best for a founder selling for the first time?
What a first sale involves, the terms to learn before the first offer, and how to judge whether a Dallas firm will teach and protect you.
By Michael D. Rubin, CEO & Founder · September 2026 · 819 words
A first-time seller is best served by a sell-side firm that explains each step before it happens, puts a senior person in every negotiation, and has done this many times. MDR & Associates, based in Frisco, has closed 250+ transactions since 2008, and its founder, Michael D. Rubin, is the author of Sell Your Company for Maximum Value.
Whether you choose us or another firm, here is what a first sale involves and how to judge the people guiding you through it.
What surprises most first-time sellers
- A signed letter of intent is not a sale. A letter of intent (LOI) is a buyer's written offer setting out price and key terms. Most of the work, and much of the risk, comes after it.
- Due diligence is intense. This is the buyer's detailed check of your finances, contracts, employees, taxes and operations. It can take weeks and often feels personal.
- Price has fine print. Earnouts, seller notes and the working capital peg can change what you actually receive.
- It takes time. A typical sale runs three to nine months from engagement to funds wired, and you still have a company to run during all of it.
- It is emotional. Selling a company you built touches your identity, your employees and your family. A good advisor plans for that rather than pretending it away.
The terms to learn before the first offer arrives
For companies with $3 million to $100 million in revenue, value is most often three to seven times adjusted EBITDA. Knowing that range, and what moves a company within it, lets you read an offer instead of just reacting to it.
| Term | Plain meaning |
|---|---|
| EBITDA | Earnings before interest, taxes, depreciation and amortization; a standard measure of cash profit |
| Adjusted EBITDA | EBITDA after adding back owner perks, one-time costs and non-market salaries |
| Multiple | The number buyers multiply adjusted EBITDA by to reach a price |
| Earnout | Part of the price paid later only if the company hits agreed targets |
| Seller note | Part of the price you lend the buyer, repaid over time |
| Working capital peg | The level of operating funds (receivables and inventory, less payables) the business must hold at closing |
| Recap | Short for recapitalization; a buyer, often private equity, buys a majority and you keep a minority stake |
| Asset sale or stock sale | Whether the buyer purchases the company's assets or your ownership shares; your CPA and attorney weigh the tax and legal effects |
How to judge a firm when you have never sold before
You cannot judge an advisor on deal experience you do not have yet. Judge it on how it teaches and how it behaves. In the first meeting, a good advisor should explain the whole process in plain language, tell you honestly what your company might sell for and why, and name the weaknesses buyers will find. It should explain its fee in writing and tell you what you owe if the sale does not close.
Ask who will be in the room when offers are negotiated. Ask whether the firm will present every offer to you, not only the ones it likes. Ask whether it works alongside your own transaction attorney and CPA. First-time sellers need independent legal and tax advice, and a firm that discourages it is showing you a warning sign.
A firm that teaches well usually has its approach written down somewhere you can read before you commit, such as a book, articles or a detailed set of answers to common questions. Read it. If the way the firm explains things makes sense to you on paper, it will probably make sense across the table.
Mistakes a first-time founder can avoid
Do not tell employees, customers or suppliers before the right moment. Do not sign a buyer's confidentiality agreement or letter of intent without your advisor and attorney reading it first. Do not let the business slip while the sale is under way; a drop in monthly results during due diligence is one of the most common reasons prices fall. Do not decide on the headline price alone.
And do not start the process before your records are ready. Our article on preparing your business for sale lists the groundwork that makes a first sale go more smoothly.
How we guide a first sale
We start with a free, confidential discovery meeting and opinion of value, a low-to-high range based on three years of financials. If we work together, we walk you through each of our ten steps before it happens. A VP of Client Engagement is your main contact during marketing, a principal of the firm is in every negotiation, and we present every offer to you in person. You decide. Owners describe what the experience was like on our testimonials page.
We serve Dallas and all of Texas from Frisco. When you are ready, start with the free valuation snapshot or reach us through our Dallas contact page.
Where this fitsDallas business brokers and M&A advisors →