By Jonah Gjertson, Senior Consultant at Blue & Co.
When considering the sale of your business, regardless of career stage or circumstance, engaging an experienced sell-side transaction advisor can help ensure a smooth transition that meets both personal and financial goals. Selling your business consists of more than determining a sales price; it also includes the negotiation and management of diligence during the months leading up to the closing date.
Creating Buyer Competition
Identifying a group of qualified buyers allows the seller to evaluate not only the proposed acquisition value, but also the perceived fit of the potential new owner. An experienced sell-side advisor will certainly consult on the value of your business, but, of equal importance, should also evaluate the buyer’s ability to close the transaction. A sell-side advisor will solicit responses from qualified buyers and provide a summary of their findings with a recommendation to the seller.
Managing Diligence with Confidence
Creating a competitive buyer environment is but one benefit of hiring a sell-side advisor. Before a buyer can make a serious offer for the business, the seller must provide high-quality diligence and respond to initial questions. A worthwhile sell-side advisor should prepare the following information as part of the sell-side diligence process:
- Historical financial statements of the company
- A financial model to assist in guiding the purchase price narrative
- A confidential information memorandum highlighting the strengths and opportunities of the business
Previously, we have written about How a Quality of Earnings Report Protects the Sale of Your Business. A sell-side advisor helps evaluate providers of these services and can help manage the diligence required to complete the analysis. Additionally, the advisor manages the buyer’s response by outlining clear and concise expectations of the timing and format of the proposed acquisition of your business.
Negotiating Agreements
Hiring a sell-side advisor assists in the creation, negotiation, and execution of transaction agreements from beginning to end. The agreements of a transaction may include:
- Non-Disclosure Agreements (NDA)
- Letter of Intent (LOI)
- Stock Purchase Agreement (SPA)
- Asset Purchase Agreement (APA)
- Real Estate Purchase/Sale Agreement (REPSA)
- Lease for the locations utilized by the business
Advocating for your goals
In deciding to work with a sell-side advisor, an important criterion should be their ability to clearly understand and articulate what a successful transaction looks like to you, the seller. Hiring an experienced advisor to facilitate the transaction process will help ensure your goals are communicated with buyers and your expectations are met.
Expectations may include:
- When the closing will take place
- Cash received on the day of closing
- Parameters surrounding an earnout calculation
- Employment contract post-closing
- Employment of family members or related parties
- Treatment of accounts receivable and other working capital
- Treatment of work-in-progress
- If real estate is owned, treatment of the lease and purchase agreements
Final Thoughts
Selling a business is one of the most significant financial and personal decisions an owner will make, and the process involves far more than agreeing on a price. The right sell-side advisor can help position the business effectively, create a competitive process, manage diligence, negotiate terms, and keep the transaction moving toward a successful close. By working with an experienced advisor, business owners can reduce distractions, avoid common pitfalls, and help achieve an outcome that supports their financial and long-term plans.
Questions? We’re Here to Help.
If you are considering the sale of your business, Blue & Co.’s sell-side advisory team can help you prepare for each stage of the transaction process. Our team works closely with business owners to help maximize value, reduce disruption, and support a successful closing. Contact your local Blue & Co. advisor to learn how our sell-side advisory professionals can help you navigate your transaction with confidence.
About Us
Jonah Gjertson, Senior Consultant with Blue & Co., is a seasoned professional with a background in corporate development and business valuation. From 2022 to 2025, he served as a Corporate Development Analyst at Gee Automotive Companies, where he contributed to strategic growth initiatives within the retail automotive sector. His experience spans equity evaluation, financial modeling, and strategic consulting, and he has been praised for his analytical rigor and collaborative leadership in both academic and professional settings.
