A sale process does not start when the information memorandum is written. It starts when the business becomes easy to understand, defend and value. That preparation begins well before any adviser is engaged.
Most business owners enter a sale process believing they have a clear picture of what their business is worth. What they discover in diligence is that buyers are reading the same business and arriving at a different number.
The gap is rarely about the underlying business quality. It is about whether the business is easy to understand, whether the earnings are defensible, and whether the risks that buyers price into their offers have already been addressed.
Sell-side advisory before a sale process starts covers the questions that matter most:
Buyers do not start with the opportunity. They start with the risk. Their diligence process is designed to find reasons to reduce the price, restructure the deal, or walk away. Understanding what they will test — before they test it — is the core purpose of sell-side advisory.
Buyers adjust reported EBITDA to remove owner-specific costs, one-off items, and non-recurring revenue that will not be present post-acquisition. The multiple is applied to normalised earnings, not reported earnings. Understanding that gap before the process starts allows it to be addressed rather than defended.
Whether the revenue base is contracted, recurring, concentrated or fragile. Whether customer relationships are personal to the owner or transferable to the business. Whether pricing is sustainable or dependent on conditions that will change post-acquisition.
The level of net working capital included in the purchase price. If debtors are slow, inventory is excessive or creditor days are compressed, the working capital position will consume net proceeds at completion. Improving the working capital cycle before the peg is set directly increases net sale proceeds.
Businesses that cannot produce clean, segmented, timely financial and operational reporting create diligence friction. Every friction point becomes a price chip or an earn-out condition. Clean reporting builds buyer confidence and reduces the cost of diligence to the seller.
These are the most consistent sources of valuation discount across industrial and distribution businesses preparing for sale. Most of them are preventable with sufficient lead time before the sale process begins.
Revenue and relationships concentrated in the owner personally. A business that cannot operate without the seller present will be discounted or structured with earn-outs to protect the buyer from value loss after completion.
Two or three customers representing a disproportionate share of revenue. Buyers model the downside scenario and price it. Diversifying customer concentration before a sale process is one of the clearest ways to reduce this discount.
Gross margin that looks acceptable at the headline but is being eroded by discounting, freight absorption and rebate structures that have accumulated without governance. Buyers recalculate margin at volume, and it rarely improves in their model.
A management team that lacks the depth to lead the business without the owner. Buyers pay more for businesses where the leadership team can continue to perform independently. Building management depth before a sale protects valuation.
Slow debtors, excessive stock buffers and compressed creditor cycles that are consuming cash. The working capital peg affects net proceeds directly. Improving the working capital position before the peg is set keeps more money in the seller’s pocket at completion.
Incomplete documentation, unexplained EBITDA movements, informal contracts or verbal arrangements that cannot be evidenced. Every friction point in diligence becomes leverage for the buyer to negotiate price or restructure the deal.
“A sale process does not start when the information memorandum is written. It starts when the business becomes easy to understand, defend and value.”Scott Foster · Shape Executive
The value of a business is determined by the EBITDA multiple applied to normalised earnings — and by the working capital level at completion. Both can be improved before the sale process begins. Both are ignored in most sale preparation conversations.
Sell-side advisory focuses on two specific bridges:
EBITDA bridge
Reported EBITDA → Normalised EBITDA → Defensible EBITDA. Each step represents a different number in the buyer’s model. Knowing the gap before diligence begins allows it to be addressed proactively.
Working capital bridge
Current working capital position → Improved working capital position before the peg is set. The improvement directly increases net sale proceeds. Use the working capital improvement calculator to model the cash impact.
Sell-side advisory works alongside your existing M&A adviser, accountant or corporate finance firm — not instead of them. Financial advisers manage the process. Operator advisory provides the commercial and operational preparation that makes the business easier to sell and harder to retrade.
The advisory relationship typically covers:
Working through reported EBITDA to identify what will and will not survive buyer scrutiny. Establishing the normalised EBITDA position that will hold in diligence.
Reviewing the current working capital position and identifying what can be improved before the sale process begins and the working capital peg is set at completion.
Assessing customer concentration, pricing architecture, contract quality and revenue defensibility. Identifying what buyers will challenge and preparing the commercial response.
Reviewing operational reporting, management depth and documentation quality. Identifying the friction points before buyers find them. See sell-side readiness for a broader view.
Sell-side advisory is commercial and operational preparation before a sale process begins. It covers what buyers will test, where value will be discounted in diligence, and what the owner needs to resolve before the information memorandum is written. It is distinct from the M&A advisory role, which manages the process itself.
The most effective preparation happens 12 to 36 months before a sale process is expected to begin. By the time an information memorandum is being written, the window to fix most valuation issues has already closed. Earlier preparation allows EBITDA quality, working capital, pricing discipline and owner dependency to be addressed before buyers test them. See Before You Say Yes for early-stage guidance.
Buyers test EBITDA quality and normalisation, working capital requirements, customer concentration and contract defensibility, owner dependency and management depth, pricing architecture and margin sustainability, operational reporting quality, and any liabilities or contingencies not visible on the face of the accounts. See how to know if you are getting a fair price.
Working capital is included in the sale price via a working capital peg — the level of net working capital the buyer expects the business to have at completion. If working capital is higher than the peg, the seller receives a premium. If it is lower, the buyer deducts from the purchase price. Improving working capital before the peg is set is one of the clearest ways to increase net sale proceeds.
If a sale is on the horizon, understanding how the business will be read before engaging the market is the most valuable thing you can do with the time available.