M&A Resources for Business Owners
The M&A process comes with its own language. These guides explain the terms, mechanics, and decisions that matter when you are considering a sale, responding to an acquisition offer, preparing for buyer diligence, or evaluating shareholder liquidity alternatives.
What every founder should understand before a transaction
Most founders sell a business once. That means the process — the terminology, the mechanics, the negotiation dynamics — is entirely new when it matters most. Buyers and their advisers will use this language fluently, in time-pressured situations where the gap in knowledge can cost you real money.
Understanding the mechanics of a transaction does not just help you follow the conversation — it protects value. Knowing what normalized EBITDA means, how earnout structures work, what a quality of earnings report will scrutinize, and how working capital is calculated gives you the foundation to negotiate as an informed counterparty rather than deferring to whoever holds the pen.
The library also covers practical decisions that owners face before any formal process begins: whether an unsolicited offer is credible, how to choose an M&A advisor, how to prepare a data room, how to compare strategic and private equity buyers, and how deal structure changes the cash, risk, control, and future upside for shareholders.
Start here
Use the guides according to the decision in front of you
If you are early, begin with preparation and advisor selection. If a buyer has already approached, review confidentiality, valuation, LOI terms, and offer structure before sharing detailed information. If shareholders want liquidity without a full sale, compare recapitalization and financing alternatives before committing to one path.
Sale Preparation
How to Sell My Business: A Practical Guide for Owners
A practical guide for owners asking how to sell my business, including timing, valuation, preparation, buyer selection, confidentiality, diligence, negotiation, and closing.
Buyer Landscape
Selling Your Business to Private Equity
What owners should understand before selling a business to private equity, including platform and add-on logic, rollover equity, diligence, governance, incentives, and deal structure.
Sale Preparation
Preparing a Business for Sale
The preparation work owners should complete before contacting buyers, from financial quality and management depth to diligence materials and narrative.
Advisor Selection
How to Choose an M&A Advisor
A due diligence checklist for owners selecting an M&A advisor, including team seniority, buyer access, preparation standards, confidentiality, and incentives.
M&A guides and practical explainers
34 guides covering the concepts, preparation steps, buyer dynamics, financing alternatives, and deal terms that matter most in a mid-market transaction. Each guide is written for owners, shareholders, and management teams who need practical context before making decisions with real economic consequences.
Core M&A Concepts
Foundational guides to valuation, diligence, LOIs, working capital, earnouts, transaction documents, and the sale process.
What is EBITDA — and Why It Matters in M&A
EBITDA — Earnings Before Interest, Tax, Depreciation, and Amortisation — is the most commonly used metric to value businesses in mid-market M&A. If you are considering selling your company, understanding what EBITDA is, why buyers use it, and what normalised EBITDA means is essential preparation before entering any M&A process.
Read guideQuality of Earnings: What It Is and Why It Matters
A Quality of Earnings (QoE) report is an independent financial analysis commissioned to verify and validate the EBITDA of a business being sold. It is a standard requirement in US mid-market M&A and increasingly common in European transactions. For sellers, understanding what a QoE involves — and whether to commission a sell-side version before going to market — is one of the most important process decisions.
Read guideWhat is an Earnout? M&A Earnout Structures Explained
An earnout is a deal structure in which part of the purchase price is contingent on the business achieving specified financial or operational targets after closing. For sellers, earnouts are one of the most misunderstood and sometimes painful features of M&A — because they look like additional consideration at the time of signing, but can be extremely difficult to achieve once the business is under new ownership.
Read guideWhat is a Letter of Intent (LOI) in M&A?
A Letter of Intent (LOI) — also called a Term Sheet, Heads of Terms, or Memorandum of Understanding depending on the jurisdiction — is the document that sets out the principal commercial terms of a proposed M&A transaction before formal documentation begins. Signing an LOI is a significant milestone in any sale process, but it is also where sellers who are not properly advised often make their most costly mistakes.
Read guideAsset Sale vs. Stock Sale: What Business Owners Need to Know
When selling a business, one of the most consequential structural decisions is whether the transaction is structured as an asset sale or a stock (share) sale. The choice has significant tax implications for both buyer and seller, affects how liabilities are transferred, and is a common source of negotiation in mid-market deals. Most sellers prefer stock sales; most buyers prefer asset sales — for well-defined reasons.
Read guideWhat is Working Capital in M&A?
Working capital is one of the most frequently misunderstood elements of M&A deal economics — and one of the most common sources of post-signing surprises for sellers. The working capital adjustment mechanism in a sale transaction can result in the seller receiving significantly more or less than the headline enterprise value, depending on the working capital balance at closing and how the peg is negotiated.
Read guideRepresentation and Warranty Insurance in M&A
Representation and Warranty Insurance (R&W insurance in the US; W&I — Warranty and Indemnity insurance — in the UK and Europe) has become a standard feature of mid-market M&A transactions. It transfers the financial risk of warranty claims from the seller (or buyer) to an insurance company, fundamentally changing the risk profile of M&A deals for both parties.
Read guideThe M&A Sale Process: A Step-by-Step Guide for Business Owners
Most founders sell one business in their lifetime. The M&A sale process is unfamiliar, high-stakes, and runs for months while you are still trying to run your company. Understanding how it works — what happens at each stage, who does what, and where the key decisions lie — is the most important preparation you can do before engaging any advisor or approaching any buyer.
Read guideWhat is a CIM? The Confidential Information Memorandum Explained
The Confidential Information Memorandum (CIM) — also called an information memorandum, offering memorandum, or management information presentation — is the primary marketing document in an M&A sale process. It is the detailed document that potential buyers use to understand your business, evaluate their interest, and form a preliminary view on valuation. The quality of the CIM is one of the most significant determinants of initial buyer engagement in any process.
Read guideM&A Multiples: What Determines What Your Business Is Worth
M&A multiples — the EBITDA multiple applied to value your business — are one of the most-searched topics for founders thinking about a sale. The honest answer is that there is no single multiple that applies to your business. Multiples are a range, not a number, and where your business lands within that range depends on multiple factors that interact in ways that no table can capture. What we can tell you is what the key drivers are — and why the same EBITDA can produce very different values in different hands.
Read guideAdvisor Selection
How to choose the right advisor, understand advisory fees, and distinguish an M&A advisor from a business broker.
M&A Advisor vs. Business Broker: Which Do You Need?
A practical comparison of brokers and M&A advisors for owners deciding how much preparation, confidentiality, buyer access, and negotiation support a sale requires.
Read guideM&A Advisor Fees: Retainers, Success Fees, and What Owners Should Expect
How M&A advisory fees are structured, what owners should negotiate, and how to compare advisor economics against value, certainty, and process quality.
Read guideHow to Choose an M&A Advisor
A due diligence checklist for owners selecting an M&A advisor, including team seniority, buyer access, preparation standards, confidentiality, and incentives.
Read guideSale Preparation
Practical preparation for buyer outreach, management presentations, data rooms, confidentiality, and unsolicited offers.
M&A Data Room Checklist for Business Owners
A practical checklist of documents buyers typically request during diligence, with guidance on how owners should prepare before exclusivity.
Read guideHow to Respond to an Unsolicited Acquisition Offer
A founder and shareholder guide to handling inbound buyer interest without losing leverage, confidentiality, or strategic options.
Read guidePreparing a Business for Sale
The preparation work owners should complete before contacting buyers, from financial quality and management depth to diligence materials and narrative.
Read guideManagement Presentation in M&A
What management presentations are, how they differ from the CIM, and how founders should prepare for buyer meetings.
Read guideBuyer Outreach Process in M&A
How a disciplined buyer outreach process works, including buyer selection, confidential contact, NDAs, qualification, and bid management.
Read guideConfidential Sale Process: Protecting the Business While Exploring a Transaction
How owners can explore a sale while limiting disruption to employees, customers, suppliers, lenders, and competitors.
Read guideHow to Sell My Business: A Practical Guide for Owners
A practical guide for owners asking how to sell my business, including timing, valuation, preparation, buyer selection, confidentiality, diligence, negotiation, and closing.
Read guideBuyer Landscape
How different buyer types think about value, diligence, management, culture, and post-closing ownership.
Strategic Buyer vs. Private Equity Buyer
How strategic acquirers and private equity buyers differ on valuation, diligence, structure, timing, management expectations, and post-closing ownership.
Read guideSelling Your Business to Private Equity
What owners should understand before selling a business to private equity, including platform and add-on logic, rollover equity, diligence, governance, incentives, and deal structure.
Read guideDeal Terms
Guides to rollover equity, net debt, cash-free debt-free basis, and the structures that determine shareholder proceeds.
Rollover Equity in M&A: What Sellers Need to Know
A seller-focused guide to rollover equity, including when it is used, how it affects proceeds, governance, risk, and future upside.
Read guideNet Debt and Cash-Free, Debt-Free Basis in M&A
How enterprise value converts to shareholder proceeds through cash, debt, debt-like items, and working capital adjustments.
Read guideDeal Structures for Shareholders in M&A
A shareholder-focused guide to full sales, majority sales, minority investments, earnouts, seller notes, rollover equity, and staged exits.
Read guideBuy-Side M&A
Resources for acquirers defining an acquisition strategy, identifying targets, approaching owners, and managing the buy-side process.
Buy-Side M&A Process: From Acquisition Thesis to Closing
A stage-by-stage guide to how strategic acquirers, sponsors, and family offices pursue acquisitions with discipline and confidentiality.
Read guideAcquisition Strategy: How Buyers Define What to Buy and Why
How acquirers translate strategic objectives into practical acquisition criteria, target screening, valuation logic, and execution priorities.
Read guideTarget Identification in Buy-Side M&A
How buyers build and prioritize acquisition target lists, including strategic fit, ownership context, receptivity, and practical execution considerations.
Read guideFinancing & Recapitalizations
Liquidity and financing guides covering minority recapitalizations, acquisition financing, dividend recaps, and private credit alternatives.
Founder Liquidity Options: Sale, Recapitalization, Dividend, or Minority Investment
How founders can compare full sale, majority sale, minority recapitalization, dividend recapitalization, and financing-led liquidity options.
Read guideMinority Recapitalization Explained
How minority recapitalizations work, when they fit, and what founders should negotiate before accepting minority capital.
Read guideAcquisition Financing: Debt, Equity, Seller Notes, and Earnouts
How buyers finance acquisitions and how financing sources affect certainty, structure, diligence, and seller proceeds.
Read guideDividend Recapitalization: Liquidity Without Selling the Company
How dividend recapitalizations use debt to provide shareholder liquidity, and the risks owners should evaluate before adding leverage.
Read guideDirect Lending vs. Bank Financing in M&A
A comparison of direct lenders and banks for acquisition financing, dividend recapitalizations, refinancing, and shareholder liquidity transactions.
Read guideReady to discuss your business?
Guides and glossaries are preparation. The real conversation — about your specific business, what it is worth in the current market, and what a sale process would look like — is a different one. We offer an initial consultation at no charge and without obligation.