Frequently Asked Questions

A business broker often provides a streamlined, transactional experience where your business may be posted as a listing with an asking price. Buyers review listings much like residential real estate and pursue opportunities that fit their criteria. This approach can often work for smaller businesses and/or businesses where value is primarily tied to real estate or hard assets.

A sell-side investment banker, like Caswell Advisory Group, typically runs a competitive sales process designed to maximize value and optimize terms. Rather than “listing” a business with a set price, we introduce your company to a curated group of qualified buyers, encourage them to gain a sound understanding of the overall business dynamics, and invite them to submit offers based on the value they believe your business provides to them. This can often result in stronger valuation outcomes and better deal terms, particularly when there are strategic synergies between our clients’ businesses and those of the buyer.

For many businesses valued at $5 million or more, a competitive process can create meaningful upside versus a fixed-price listing.

A competitive sales process puts the seller in control and creates leverage. When multiple qualified buyers are engaged at the same time, buyers understand that they must put their best offer forward – not only on price, but also on terms, certainty of closing, and timeline.

Running a competitive process will help:

• Maximize value by encouraging buyers to compete
• Improve deal terms (price, structure, contingencies, time to close, etc.)
• Reduce renegotiation risk later in diligence
• Keep momentum through a structured timeline and clear expectations

It can be tempting to accept a direct approach from a buyer who claims they can offer an “easy” process without advisor fees. However, once you sign a Letter of Intent (LOI), the buyer gains exclusivity. If issues arise during diligence, the buyer may attempt to reduce the price or revise terms – often when the seller has invested significant time and has fewer alternatives.

To represent a seller effectively, we must be able to assure buyers that we are the business’s sole and primary point of contact. Exclusivity also allows us to manage the process professionally by controlling:

• Which buyers are contacted
• What information is shared
• When information is released
• Overall confidentiality and deal flow

Without exclusivity, buyer communication and information sharing can become fragmented, which can reduce trust, create confusion, and weaken the sales process.

Confidentiality is one of the most important concerns when selling a business, especially for closely held businesses and closely connected industries.

Caswell Advisory Group protects confidentiality by:

• Sharing only high-level, non-confidential information in early outreach
• Requiring a signed non-disclosure agreement (NDA) before revealing the identity of our client or releasing sensitive details
• Carefully controlling who receives confidential materials and when
• Working with the owner to build a targeted buyer list that considers competitive dynamics

We also avoid mass distribution of sensitive materials and instead focus on engaging only buyers who are likely to be a serious fit.

Before going to market, we work with you and your advisors to understand the key value drivers of the business, including:

• Historical and current financial performance, including sales and normalized cash flow (often referred to as adjusted EBITDA)
• Current level of assets, debt, and capital requirements
• Customers (concentration, repeat, etc.)
• Revenue mix – recurring or more project-based
• Competitive landscape and industry dynamics
• Leadership team and operational strengths
• Growth opportunities and risk factors

We then apply a valuation framework using prevailing market multiples to establish a baseline value range to guide strategy and negotiations.

In most cases, including a fixed price can limit your upside. A competitive process invites buyers to submit offers based on what the business is worth to them, which can vary significantly depending on the buyer type and their overall strategic goals.

Different buyers may value your business differently:

• Owner/operators may value it based on its standalone cash flows.
• Strategic buyers may pay more because of synergies or market expansion.
• Financial buyers may compete aggressively based on potential returns and deal fit within their portfolio.

Not stating an asking price can increase the range of offers and uncover premium valuations that may not emerge in a fixed-price approach.

While timing varies by company, industry, and buyer pool, the sale process typically takes 6-12 months from the start of the engagement through closing.

Timing is influenced by:

• Preparation and readiness of financials and documentation
• Complexity of the business and buyer diligence requirements
• Buyer responsiveness and competitive dynamics
• Negotiation timeline and diligence process

Our role is to keep the process moving efficiently while protecting your business, including confidentiality, and your outcome.

Caswell Advisory Group typically works on a success-fee model, with a nominal, non-refundable retainer that is credited toward the success fee at closing.

This structure aligns incentives: most of our compensation is tied to delivering a successful closing at an attractive valuation and terms. Fees vary depending on the size, complexity, and type of business.

You do.

Caswell Advisory Group will provide advice and guidance throughout the process, based on experience, buyer feedback, and negotiation dynamics. But you maintain control over:

• Which buyers are contacted
• What information is shared
• How the business is positioned
• Which offer you accept
• The final price and terms

We advise and support you in making an informed decision, but the final decision is always yours.