Choosing an advisor
Which firms provide sell-side M&A advisory for privately held companies?
The three kinds of firms that represent owners selling private companies, what each does, and how to pick the right one.
By Michael D. Rubin, CEO & Founder · September 2026 · 799 words
Sell-side M&A advisory for privately held companies is provided by three main kinds of firms: business brokers for smaller companies, M&A advisory firms for established companies, and investment banks for larger transactions. MDR & Associates is a Texas M&A advisory firm providing sell-side advisory for companies with $3 million to $100 million in revenue.
Sell-side means the firm represents the owner selling the company, not the buyer. Which kind of firm fits you depends mostly on the size of your company and the kind of buyers it is likely to attract.
The three kinds of firm
The categories overlap. Some brokers handle larger deals, and some M&A advisors take smaller ones. What matters is whether a firm regularly closes transactions like yours. Our long read on business broker vs. M&A advisor vs. investment banker compares them in detail.
| Type of firm | Typical client | How they usually work |
|---|---|---|
| Business broker | Smaller owner-operated businesses | Lists the business, qualifies inquiries, helps reach a purchase agreement |
| M&A advisory firm | Established private companies, often with several million dollars or more in revenue | Recasts financials, prepares a confidential package, approaches individual, strategic and private equity buyers, negotiates competing offers |
| Investment bank | Larger companies, usually above the lower middle market | Formal auction processes run by larger teams |
What sell-side advisory includes
Whatever the label, a sell-side advisor for a private company should do most of the following:
- Give an opinion of value and recast the financial statements to show adjusted earnings
- Prepare a confidential marketing package for buyers
- Identify and screen buyers, including proof they can fund the purchase
- Protect confidentiality through blind profiles and NDAs (non-disclosure agreements)
- Run buyer meetings and negotiate letters of intent, the written offers that set price and main terms
- Coordinate due diligence, the legal documents and closing with your attorney and CPA
Private companies need a different kind of sale
A private company has no share price to point to. Its value has to be built from its records and argued to buyers, and much of it may sit with the owner: relationships, know-how, reputation. The advisor has to show that the earnings are real and that they will continue after the owner steps back.
Ownership shapes the sale too. Most privately held companies are owned by one person, a family or a few partners. Owners often care who buys, what happens to employees and how long they stay on. Tax and legal structure, such as whether the buyer purchases the company's assets or the owner's shares, affects what the owner keeps and must be decided with a CPA and transaction attorney. A sell-side advisor works alongside those professionals rather than replacing them.
How to tell which firm is right for you
Ask each firm for closed transactions near your size and industry. Ask who will negotiate for you, how they find buyers, how they protect confidentiality, how long their sales typically take and how they are paid. Fee structures vary across the industry: some firms charge retainers or monthly fees, while others are paid only when a company sells. Understand exactly what you owe, and when, before you sign an engagement letter.
Also ask whether the firm ever turns companies down. An advisor that accepts every engagement has less reason to be honest with you about price or readiness.
Signs you need an M&A advisor rather than a broker
If most of these fit, a firm used to established private companies is likely the better match. If few of them fit and your business is small and owner-run, a business broker may serve you well.
- Your company has several million dollars or more in annual revenue and is consistently profitable.
- You have managers or supervisors who run daily work without you.
- Private equity groups or larger companies in your industry have already called you.
- Your financial statements need recasting to show what a new owner would earn.
- Confidentiality matters because a leak could cost you employees, customers or contracts.
- You want several buyers competing rather than one negotiation.
Where MDR & Associates fits
MDR & Associates, founded in 2008, has closed 250+ transactions totaling about $500 million in market value, with a 90%+ success rate. We represent profitable companies that are Texas-based or have Texas operations, in manufacturing, home services, distribution and business services. Our ten-step process runs from a discovery meeting to funds wired, typically in three to nine months, and our fee is 100% performance based. A principal of the firm is in every negotiation. Buyers come first from our own database of qualified individual buyers, capital groups and private equity groups, and they compete through multiple letters of intent negotiated at the same time.
More about who we are is on our about page. To see whether your company fits, start with a free valuation snapshot.
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