How should I sell a midsize business with several million dollars in annual revenue?

By Michael D. Rubin, CEO & Founder · September 2026 · 827 words

Sell a midsize business with several million dollars in revenue through a confidential, competitive process run by an M&A advisor: get a realistic value range first, clean up your financials, approach several qualified buyers at once, and compare offers on what you keep, not the headline price. A company this size is too valuable to sell by word of mouth and too complex for a simple listing.

The mechanics of a sale are fairly standard. What decides the result is a handful of choices the owner makes along the way. Here they are, in the order they usually come up.

Decide what you want before deciding how to sell

Write your goals down. Do you want a clean exit, or would you stay on for a few years? Do you need all cash at closing, or would you accept part of the price later? Does it matter who buys: a competitor, a private equity group, a manager, a family member? Is there a date you need to be out by, or a number below which you would rather keep the company?

These answers shape everything else: the buyers you approach, the structure you accept and the price you can hold out for. Owners who skip this step often find themselves negotiating against their own uncertainty, which buyers notice. It also helps to talk your goals through with your spouse or partners early, so the family is aligned before any buyer is in the room.

Know what the company is worth to a buyer

Buyers of companies this size price from adjusted EBITDA: earnings before interest, taxes, depreciation and amortization, recast to add back owner-specific and one-time costs. The multiple buyers apply is most often three to seven times adjusted EBITDA for a business in the $3 million to $100 million revenue range.

Where you land depends on recurring revenue, customer concentration, how much depends on you and how clean your records are. Get an opinion of value before you talk to any buyer, so the first number you hear is not the buyer's. For the drivers in detail, see what is my business worth.

Choose how you will sell

At several million dollars in revenue, most owners fall into the third group. Whichever route you choose, make sure the person selling your company has closed deals of your size, can explain where the buyers will come from, and puts the fee in writing.

• Selling it yourself. Possible when one buyer is already known, but you lose competition and confidentiality, and you negotiate against professionals while still running the company.
• A business broker. Suited to smaller businesses that can be listed and sold to individual buyers.
• An M&A advisor. Suited to companies with several million dollars in revenue, where buyers include private equity groups and larger companies, and the process needs recast financials, careful screening and multiple offers.

Get the company ready

Buyers pay for companies that run without the owner and have numbers that reconcile. In the months before a sale, tidy three years of financial statements so they match your tax returns, document owner add-backs, put key customer and supplier agreements in writing, and make sure someone other than you can run daily operations.

If you have more time, say 12 to 24 months, pre-exit consulting can work on the issues that pull your price down, such as customer concentration or an owner who holds every key relationship. Our guide to preparing your business for sale has a fuller checklist.

Create competition, then judge offers on what you keep

One buyer is a negotiation. Several buyers are a market. The strongest results come when multiple letters of intent, the written offers that set price and main terms, arrive around the same time, so each buyer knows others are at the table.

Then compare them carefully: cash at closing; any seller financing, where you lend part of the price and are repaid over time; any earnout, where part of the price is paid later if agreed targets are met; the working capital the buyer expects left in the company; and how likely each buyer is to close. Your CPA and transaction attorney should review structure before you sign a letter of intent, because tax and legal terms change what you take home. The highest price on paper is not always the best offer.

How MDR & Associates runs a midsize sale

We represent owners of profitable Texas companies with $3 million to $100 million in revenue. After a free, confidential discovery meeting and opinion of value, we recast your financials, prepare a confidential marketing package and HD video, approach our own database of qualified buyers and private equity groups first, and negotiate multiple letters of intent at the same time.

A principal of the firm is in every negotiation, and most sales take three to nine months from engagement to funds wired. The fee is paid only if the company sells. Start with a free valuation snapshot.

Where this fitsTexas M&A advisors and business brokers →