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Laurent CapitalMergers & Acquisitions

Sell-Side Advisory

We run confidential, competitive sale processes for lower middle market B2B companies, from the first diligence-ready financial package through signing and close. Senior bankers lead every stage, supported by a sourcing platform that maps strategic and financial buyers across North America and cross-border.

When to engage us

  • You have decided to sell all or a controlling interest in the business and want a competitive process rather than a single negotiated offer.
  • An unsolicited approach has arrived and you want to test it against the broader market before committing to exclusivity.
  • A founder or principal shareholder is planning to step back and the company needs an owner with the capital and conviction to carry it forward.
  • Your private equity sponsor is approaching the end of its hold period and wants an exit run with discipline and a defensible record of the market.
  • The business has reached a scale or market position where strategic buyers are likely to value it above what the current owners could realize by continuing to operate it.

How we run it

How we run a sale process

A sale is rarely decided by the headline number alone. Owners who are satisfied a year after closing usually chose a buyer on a combination of price, structure, certainty of close and what happens to the business and its people afterward. Our process is designed to produce several credible options on those terms and to give you a clear basis for choosing among them.

Preparation carries the most weight. Buyers form their view of a company in the first weeks of a process, and a business that arrives with reconciled financials, a coherent explanation of its adjustments and well-organized contracts is treated differently from one that does not. We do this work before the market is approached, because problems found by a buyer in diligence are resolved at the seller’s expense.

Reaching the right buyers

Our sourcing platform maintains a continuously refreshed view of acquirers active in each segment: corporate buyers expanding into adjacent markets, sponsors building platforms that need add-ons, and family offices seeking long-term holdings. This allows us to approach buyers that a conventional list would miss, including acquirers outside your immediate industry who have a specific reason to value what you have built.

  • Outreach is staged, so the most likely buyers see the opportunity first and competitive tension builds in an orderly way.
  • Every contact is logged and reported to you, with the reasons each buyer advanced or declined.
  • Competitors and sensitive parties are approached only with your agreement and, where appropriate, with clean-team arrangements.

Negotiating beyond price

Letters of intent differ in ways that matter more than the purchase price suggests: the share paid at closing versus deferred, the definition of working capital, the scope of indemnities and escrows, the treatment of rollover equity and the conditions attached to financing. We translate each offer into expected net proceeds and risk, so the comparison is made on like terms.

Throughout, a senior banker remains your day-to-day contact. We work alongside your legal counsel, accountants and wealth advisors, and we do not hand the process to a junior team once the engagement is signed.

What we deliver

Positioning and equity story

A clear account of why the business is worth owning: its market position, the durability of its revenue, the growth available to a new owner and the risks a buyer will raise, addressed before they are raised.

Financial package and normalized earnings

Historical and projected financials restated on a basis buyers will accept, with documented adjustments. Where useful, we coordinate a sell-side quality-of-earnings review with your accountants before the market sees the numbers.

Confidential information memorandum

A detailed, buyer-grade description of the company covering operations, customers, people, financial performance and outlook, released only after a signed non-disclosure agreement.

Buyer universe and outreach

A ranked list of strategic acquirers, private equity sponsors, family offices and independent sponsors, built from our own research rather than a generic database, and approached in a controlled sequence.

Management presentation and data room

A rehearsed presentation for the leadership team and an organized virtual data room that anticipates confirmatory diligence, so the process does not stall when buyers begin their work.

Bid analysis, negotiation and closing support

Side-by-side comparison of indications and letters of intent on value, structure, certainty and terms, followed by negotiation support through the purchase agreement alongside your legal counsel.

Timeline

  1. 1

    Preparation

    Weeks 1–6

    We gather data, normalize earnings, build the financial model and draft the teaser and memorandum. The buyer list is assembled and reviewed with you so that sensitive names, such as direct competitors, are handled deliberately.

  2. 2

    Marketing

    Weeks 7–12

    Buyers receive an anonymous teaser, sign non-disclosure agreements and receive the memorandum. We manage questions centrally so management time is protected.

  3. 3

    First-round indications

    Weeks 12–14

    Interested parties submit non-binding indications of interest. We assess each on value, structure, financing and fit, and recommend which buyers should advance.

  4. 4

    Management meetings and second round

    Weeks 14–20

    A smaller group meets the leadership team, works through the data room and submits letters of intent. We negotiate the key terms before any exclusivity is granted.

  5. 5

    Confirmatory diligence and documentation

    Weeks 20–30

    The selected buyer completes financial, legal and operational diligence while counsel negotiates the purchase agreement. We keep the timetable on track and resolve issues before they become price discussions.

  6. 6

    Signing and close

    Weeks 30–36

    We coordinate the final terms, funds flow and closing conditions with counsel and accountants on both sides. Some transactions sign and close simultaneously; others require third-party consents first.

Frequently asked questions

How long does a sale process take?

Most sale processes run six to nine months from engagement to closing. The largest variables are the state of the financial records at the outset and the length of confirmatory diligence, both of which preparation can shorten.

How do you keep the process confidential?

Buyers first see an anonymous teaser. The company’s identity and the memorandum are released only after a signed non-disclosure agreement, and sensitive data such as customer names is withheld until late in the process. Employees are typically told only once a transaction is near signing.

Do we need audited financial statements?

Not necessarily. Many companies in the lower middle market sell on reviewed or compiled statements. Buyers will, however, expect reliable monthly financials and a well-supported view of earnings, and a sell-side quality-of-earnings review is often worth commissioning in advance.

How are fees structured?

Sell-side fees are predominantly success-based, weighted to the outcome of the transaction, so our interests are aligned with yours. We discuss terms specifically once we understand the business and the objectives of the shareholders.

Related insights

Considering a sale, an acquisition or a recapitalization?

Conversations with Laurent Capital are confidential and carry no obligation. A senior member of the firm responds to every inquiry within one business day.

Start a confidential conversation

(650) 999-9845|info@laurent.capital