What should a Texas owner expect during a confidential sell-side M&A process?

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

Expect a process of typically three to nine months in which the circle of people who know about the sale widens in controlled steps: first your advisor, then screened buyers who have signed a confidentiality agreement, and only in the final stretch the few employees who must help with due diligence. You keep running the company throughout. Your time is concentrated at the start, at buyer meetings and during due diligence.

Here is what happens at each stage, and who knows at that point.

Before marketing: discovery, engagement and preparation

It begins with a confidential discovery meeting, often away from your office. You share three years of financials and receive an opinion of value. If you go ahead, you sign an engagement letter that sets out the fee and the terms. The advisor then builds the materials: a confidential marketing package, a financial recast (your financials restated as a buyer would see them), and a professionally produced HD video.

Who knows: you, your advisor, and usually your spouse, CPA and attorney. Your time: several meetings, a batch of documents, and your part in the video.

Decide now what you will say if someone asks why you are meeting unfamiliar people or why a camera crew is in the building. A simple, true explanation, such as work on marketing, financing or long-term planning, holds up far better than an elaborate story.

Marketing: buyers see a company, not your name

Buyers first see a blind profile: industry, region, size and highlights, with nothing that identifies you. Anyone who wants more must register, sign a confidentiality agreement (NDA) and complete a financial profile proving they can fund the purchase. Only then do they receive the full package. At MDR & Associates the first buyers approached come from the firm's own database of qualified individual buyers, capital groups and private equity groups; blind ads on the major business-for-sale marketplaces are used only if needed, and they reveal nothing that points to you.

Who knows: screened buyers under NDA. Your time: very little. Your main contact during this stage keeps you updated, and your job is to keep the business performing, which matters more than anything else you do. Resist the urge to confide in a friend, a longtime supplier or a fellow owner. Breaches often start in the owner's own circle rather than in the process itself.

Buyer meetings and offers

Serious buyers will want to meet you. These meetings are usually held off-site or after hours, and any visit to your premises is arranged so it looks routine to your staff. Then come letters of intent (LOIs): written offers setting out price, structure and key terms. A well-run process aims for several at once. Each one is presented to you in person, and you accept, reject or counter.

Who knows: the shortlisted buyers. Your time: a handful of meetings and the time to think through each offer.

Due diligence: the hardest part to keep quiet

Once you sign an LOI, the chosen buyer usually gets a period of exclusivity to verify everything: financials, contracts, customers, employees, taxes, equipment and legal matters. Confidentiality is under the most strain here, because the buyer's accountants and lender need information your staff may have to pull. Many owners bring one trusted manager into the circle at this point, often under a confidentiality agreement and sometimes with a stay bonus. Documents should move through a secure data room, not through general company email.

Expect questions about things you have not thought about in years, and expect some to feel intrusive. They are routine. Answering them promptly and completely is the best way to keep the buyer's confidence and the timetable intact, and delays at this stage are a common reason deals lose momentum.

Who knows: the buyer's team, its lender, and one or two of your people. Your time: the most demanding stretch of the whole process.

Legal documents, closing and the announcement

The attorneys draft and negotiate the purchase agreement and related documents, the deal closes, and funds are wired. Most owners tell employees and customers at or just after closing, together with the buyer. Until that day, the sale stays confidential by design.

Timelines vary. MDR has closed a transaction in eight days and has taken eighteen months on another, but three to nine months from engagement to funds wired is typical. Our long read on how to sell your business confidentially covers the precautions in more depth, and the ten-step process lays out every step.

How MDR & Associates runs a confidential sale

MDR & Associates has represented Texas owners in more than 250 closed transactions since 2008. 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. You can see examples of our marketing videos on the videos page and read how a full sell-side engagement works. When you are ready, start with a confidential conversation.

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