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Your business is worth what a qualified buyer will pay for it in a competitive process. Most private middle-market companies are valued as a multiple of adjusted EBITDA, and that multiple moves with earnings growth, credibility of projections, customer concentration, management depth, industry dynamics, and deal size. Rules of thumb from articles and dinner conversations are usually wrong for your specific company. The only reliable way to establish value is to run a disciplined process with real buyers. Before any engagement, we give owners a candid, evidence-based view of what their business is likely to be worth.
A well-run sale process typically takes six to nine months from engagement to closing, and preparation can add several months before that. Timelines stretch when financial records need cleanup, when a buyer's diligence surfaces surprises, or when financing conditions tighten. The single biggest controllable factor is preparation: sellers who arrive organized move faster and hold their price better.
We typically run a sale in six phases. Market testing (sometimes, initially): quiet soundings with a short list of likely buyers on a no-names basis to gauge interest before committing. Preparation: the confidential memorandum, buyer list, financial presentation, and data room. Solicitation: contacting approved buyers, managing NDAs, and collecting indications of interest. Final marketing and due diligence: management meetings, site visits, and confirmatory work by the finalists. Negotiation: letters of intent, definitive agreements, and the terms around price. Closing: final documentation, funds flow, and the handoff. Each phase has a clear deliverable, and you decide whether to proceed at every stage.
The best time to sell is when you don't have to. Strong recent performance, a credible growth story, and a receptive market matter more than any calendar date. Personal readiness counts just as much: owners who are clear about what comes next negotiate better and regret less. Waiting for one more good year is the most common timing mistake, because buyers pay for the future, and one more year only helps if it actually arrives.
Predictable earnings, a diversified customer base, capable management beyond the owner, clean financial records, and a believable path to growth. Customer concentration is usually the first objection a buyer raises, followed by owner dependence. None of these issues is fatal, but each one needs an honest answer early, because buyers price what they can see and discount what they can't.
Ideally, start one to two years before you go to market. Get your financial statements reviewed or audited, document adjustments to EBITDA carefully, put key customer and supplier contracts in order, deepen your management bench, and reduce the business's dependence on you personally. Preparation does two things: it raises the price buyers will pay, and it keeps due diligence from becoming a renegotiation.
At a minimum, sellers should have 3–5 years of financial statements, current-year interim financials, a summary of major contracts and customer concentration, an organizational chart, and a clear sense of add-backs or normalizing adjustments to EBITDA. The more organized this information is before going to market, the smoother and faster the process tends to run.
An M&A advisor manages the process of selling, acquiring, or recapitalizing a company on behalf of a client. This includes preparing marketing materials, identifying and contacting buyers or targets, negotiating terms, managing due diligence, and coordinating with lawyers and accountants through closing. A good advisor also runs a competitive process to create leverage and manages the emotional and relationship side of a transaction, not just the mechanics.
You can sell without one, but most owners sell a company once while professional buyers do it for a living. An advisor runs the process so you can run your business, creates competition among buyers, protects confidentiality, and negotiates from experience rather than emotion. Who actually does the work matters as much as the firm's name: at Strauss Capital, every engagement is led by the senior bankers you meet, start to finish.
Large investment banks generally focus on transactions above $200–500 million and staff deals with junior teams overseen by senior bankers. A boutique firm like Strauss Capital focuses on smaller, middle-market transactions — primarily M&A, but also debt and equity financing — with direct, senior-level attention throughout. The trade-off is scale versus personal involvement: at a boutique, the principal you meet is usually the person doing the work, not just pitching for it.
No, and in most cases a large, full-service investment bank isn't a good fit at that size. Deals of this size are usually too small for large banks to prioritize, and business owners in this range are often better served by a boutique firm like Strauss Capital, where a senior partner personally runs the process rather than delegating to junior staff.
Most M&A advisors charge a retainer or monthly work fee plus a success fee — the advisor's primary compensation, paid at closing and calculated as a percentage of the transaction value. This aligns the advisor's incentives with the client's outcome: the advisor is paid substantially more for a completed, well-priced deal than for one that falls through. Success-fee percentages typically decline as deal size increases — sometimes called a “Lehman formula” or a modified version of it. The exact structure varies by firm and by deal, and we discuss our fees plainly before any engagement begins, so there are no surprises at closing.
Four groups account for most middle-market acquisitions. Strategic buyers are operating companies expanding their capabilities or footprint. Private equity firms include buyout funds, independent sponsors, and family offices investing their own capital. Search funds back individual entrepreneurs looking to buy and run one company. And management teams sometimes buy the business they run, often with financial backing. The right buyer depends on what you want: maximum price, continuity for employees, your role after closing, or some combination. Strategic buyers sometimes pay more for synergies; financial buyers often offer more flexibility on deal structure and management continuity.
A recapitalization is a transaction in which a business owner sells a stake in the company — often a majority or minority position — while retaining some ownership and continuing to run or be involved in the business. It's a common way for owners to take some chips off the table and de-risk personally while still participating in future growth.
Confidentiality is managed in stages. Initial outreach uses a no-names summary that describes the business without identifying it. Buyers sign a non-disclosure agreement before learning the company's name. Sensitive materials live in a controlled data room with access granted in tranches. Contact with your employees, customers, and suppliers happens only when and how you approve it. Done properly, the people around your business learn of a sale when you choose to tell them.
A CIM (Confidential Information Memorandum) is the core marketing document used to present a company to prospective buyers. It typically covers the company's history, products or services, market position, financial performance, and growth opportunities, and is only shared with buyers after they've signed a non-disclosure agreement.
Due diligence is the buyer's verification of everything they believe about your business: financial, legal, operational, and commercial. A thorough buyer's diligence typically runs 60 to 90 days and involves accountants, lawyers, and consultants. It feels invasive because it is. Preparation changes its character: when your records are organized and your story is consistent, diligence confirms the deal instead of re-opening it.
Yes, when warranted. Market testing means approaching a short list of the most likely buyers on a no-names basis to gauge real interest before launching a full process. It answers the questions owners actually have — who would buy this, and at roughly what level — without putting the company in play. We do it when we have concerns about the level of interest we expect a full process to generate, to validate buyer appetite and refine positioning before committing to a broader launch. You decide whether to proceed after seeing the response.
Usually for a transition period, but the terms are negotiable. Most buyers want the seller involved for six months to two years to transfer relationships and knowledge; some want a longer operating role and offer equity or earn-outs to go with it. What you do after closing — and for how long — is part of the negotiation, not an assumption you have to accept.
We advise owners of middle-market companies on transactions typically valued between $20 million and $200 million, with a sweet spot of $50 million to $120 million. Founded in 2006, the firm is senior-led — every engagement is handled personally by a Managing Director with 30+ years of transaction experience.
We are deliberately industry-agnostic. Our completed work ranges from software and restaurants to automotive suppliers, military connectors, and forests.
Yes. While much of our work is sell-side, we regularly advise buyers as well. We also advise on financing — arranging debt and equity financing for clients pursuing acquisitions, growth, or recapitalizations.
A confidential conversation with a senior banker. We learn about your business and your goals, review the information you choose to share, and give you a candid view of value, timing, and readiness — whether or not it leads to an engagement. There is no obligation and no cost for the initial discussion. Our website deliberately publishes no phone number or email address: the contact form reaches us directly, and everything you send through it stays confidential.
Every engagement is senior-led and confidential, from the first conversation onward.
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