How long does a sale take?

Nine to twelve months from mandate to close is typical. The market phase, outreach through signed letter of intent, is usually four to six of those, and confirmatory diligence a further sixty to ninety days. Where readiness work is needed first, add twelve to twenty-four months before any of it. The readiness memo tells you which of those you are looking at.

Will my employees, customers or competitors find out?

The process is anonymized until a buyer signs a confidentiality agreement. Disclosure is staged, data room access is controlled, and only a small internal group knows before a letter of intent is signed.

Someone called about buying my company. Should I take the call?

Yes. Do not negotiate. An unsolicited approach with no competing bidder almost always prices low, and that number is difficult to move later. Take the call, say nothing about price, and call us before the second conversation.

Do you replace my lawyer, accountant or tax advisor?

No. We run the transaction and coordinate the commercial work across the advisors already supporting you. Legal, accounting and tax advice stays with the people qualified to give it.

SELL-SIDE ADVISORY

Sale processes lose value in the same five places. We built the process around them.

Selling a company is a sequence of decisions about timing, buyers, price, structure and disclosure. Most of the value that is lost is lost after the point where you can still shop the deal.

This page sets out what happens at each stage, what you will be holding in writing when it closes, and where the process stops if the answer is not yet.

Start with a readiness assessment Read the method

Your enquiry is confidential. We do not contact a buyer, investor, employee, customer or lender about your business without your written instruction.

WHO THIS IS FOR

Who this is for, and the four situations.

Privately held companies and sponsor-owned portfolio companies in software and technology-enabled services, healthcare and med-tech, industrial, and business services.

A full sale to a strategic buyer or a financial sponsor.
A majority recapitalization, with rollover equity and continued leadership.
A divestiture of a division, product line or subsidiary.
A sponsor exiting a portfolio company.

If you are not sure which of those you want, or whether you want any of them yet, that is what the first stage is for.

For business owners For sponsor exits

STAGE ONE, ON ITS OWN

Stage one is available on its own.

The method does not take a company to market unprepared, so the first stage stands alone.

The Exit Readiness Assessment is a fixed-scope, fixed-fee engagement of three to four weeks. It produces a written memo: what a buyer will test, what will survive that testing, what will not, an indicative value range with the assumptions exposed, and the work required before going to market.

The memo is yours. Appointing us to run the transaction is a separate decision, taken after you have read it.

WHERE VALUE IS LOST

Where value is lost, and where we close it.

Five failures account for most of the value that leaves a middle-market sale process. Four of them happen after the seller has stopped being able to shop the deal.

The failure	What it costs	Where we close it
Going to market before the financial record can survive testing	A quality of earnings review finds what you did not. The price resets downward with no competing bidder left to appeal to.	Stage 01
A buyer list built for length rather than for fit and ability to pay	Wide outreach without real competition. Confidentiality risk rises and the ceiling does not.	Stage 03
Choosing the highest headline number	Exclusivity goes to the bidder most likely to retrade, and leverage is gone the day it is signed.	Stage 05
Diligence surprises	Issues surface in the final weeks, when the only options are to accept the reprice or break the deal.	Stages 01 and 06
The gap between headline value and cash received	Working capital pegs, escrow, earnout mechanics and rollover terms move real money after the number is agreed.	Stage 07

THE METHOD

Seven stages. Seven things you will be holding.

Each stage ends with a document rather than a status call, and it is something you can act on, take to your counsel, or use to stop. If a stage closes and you do not have the checkpoint below, the process does not advance.

01Readiness and positioningCheckpoint. A written readiness memo, an indicative value range with the assumptions exposed, a consent and issues register, and a decision.
Two possible outputs: go to market, or not yet. We organize the financial and operating record around the questions a buyer will ask, define what a successful outcome means to you, and identify what has to be resolved or explained before outreach begins.
We will say not yet if the numbers will not survive a quality of earnings review, if the business still runs entirely through you, if a customer concentration would reprice the deal, or if the value you have in mind is not supported by what businesses like yours have sold for. In each case the memo says what would have to change, and roughly how long it takes.
What we do
- Define the outcome: full sale, majority recapitalization, rollover economics, transition period, employee considerations, timing.
- Commission a sell-side quality of earnings review, and defend the add-back schedule before a buyer tests it.
- Build the normalized working capital analysis and identify the debt-like items before they are negotiated against you at close: deferred revenue, accrued time off, unpaid bonuses, deferred compensation.
- Run a preliminary valuation: comparable transactions, trading comparables, and what businesses in your subsector have actually returned.
- Review material contracts for change-of-control and assignment provisions, and list every third-party consent a sale will require.
- Clean the corporate record: capitalization table, equity grants, intellectual property assignment, employee classification, licenses and permits.
- Coordinate tax structuring with your advisors while the choice is still open: asset versus stock sale, F-reorganization, 338(h)(10).
- Prompt personal and estate planning now, not after a letter of intent is signed.
- Agree the management incentive and retention plan before management meets a buyer.
02Materials and the investment narrativeCheckpoint. Materials a buyer can underwrite without a second request, and a data room their counsel can navigate unassisted.
An anonymized teaser, a confidential information memorandum written short rather than long, a financial model, a management presentation and a populated data room. The narrative is reconciled against the financial record so the materials never make a claim management cannot support.
What we do
- Build the financial model and the projections a buyer will underwrite, reconciled to the quality of earnings findings.
- Prepare the teaser, the confidential information memorandum, the management presentation and the performance metrics pack.
- Structure the data room with a master index, consistent file naming, permission tiers and an audit trail.
- Set the disclosure phasing plan: what is released at teaser, at NDA, at indication of interest, at letter of intent, and at confirmatory diligence.
- Draft the disclosure schedules early, so they are not written under closing pressure.
- Establish version control and a single question-and-answer log before the first buyer sees anything.
03Buyer strategyCheckpoint. A named buyer list with the rationale for each name, an agreed process design, and the evaluation criteria.
Every name on the list carries the reason it is there: what that buyer has paid for businesses like yours, what they can realistically fund, how their approval path works, and whether they close what they sign. Length is not the objective. Competitive tension among buyers who can actually pay is.
What we do
- Map strategic acquirers, financial sponsors and sponsor-backed platforms against your sector, customer base, geography and capabilities.
- Assess each buyer's ability to fund, approval path, and record of closing what they sign.
- Recommend the process design: broad, limited, targeted, or a single negotiated conversation.
- Sequence outreach so competitors and adjacent parties are approached last, or not at all.
- Agree in writing the criteria that will be used to judge every offer, before the first one arrives.
04Outreach and indications of interestCheckpoint. Comparable indications of interest with the assumptions behind each, and a qualified shortlist.
Controlled release under NDA, staged disclosure, one calendar and a centralized question-and-answer process. Management answers once, not separately to five parties.
What we do
- Manage outreach, negotiate and execute confidentiality agreements, and release materials on the agreed schedule.
- Issue a process letter with bid instructions, required content and a deadline.
- Centralize every buyer question and answer so all parties receive the same information, with an audit trail.
- Organize indications of interest on a common basis: value range, cash at close, rollover, earnout, financing assumptions, diligence requirements and timetable.
- Use early market feedback to refine positioning before the process widens.
05Management meetings and the letter of intentCheckpoint. Competing letters of intent compared on structure and certainty, a written recommendation, and an exclusivity period with milestones.
Buyers test the people behind the plan. We rehearse the management story before it is told. Offers are then compared on cash at close, rollover, earnout mechanics, financing certainty, working capital treatment and exclusivity, rather than on the first number submitted.
What we do
- Prepare management for buyer meetings, the site visit window, and the questions buyers test hardest.
- Run a second round with deeper data access for shortlisted buyers, and call final bids on a fixed date.
- Compare letters of intent on cash at close, rollover, earnout mechanics, working capital treatment, escrow, financing certainty, approval path and timetable.
- Settle representations and warranties insurance intent early, because it changes escrow, indemnity caps and survival periods.
- Negotiate milestone-based exclusivity with defined exit ramps rather than an open-ended no-shop.
- Anchor the letter of intent to the assumptions in the indication of interest, so a retrade has to be argued rather than assumed.
06Confirmatory diligenceCheckpoint. An issues register with a defined response to every material item, and no retrade that was not already priced into the LOI.
Requests are sequenced so the company can absorb them and keep performing. Every issue that could move price is tracked with a position attached: address it, price it, or decline it.
What we do
- Coordinate the confirmatory workstreams with your existing advisors: quality of earnings, legal, tax, commercial, operational and technology.
- Track the buyer's financing and lender diligence. It is a closing risk, not a formality.
- Execute the third-party consents and change-of-control notices identified in stage one.
- Manage antitrust and regulatory filings where thresholds are met.
- Keep management focused on the questions that can change the deal rather than every question that enters the room.
- Maintain an issues register with a position on each item and its price impact.
See Technology & AI Exit
07Documentation and closeCheckpoint. Signed documents that match the terms agreed at LOI, a funds flow you have reviewed, and a transition plan you have approved.
Purchase agreement, working capital peg, escrow, indemnities, rollover terms, funds flow, disclosure schedules, and the first day after. We keep the final documents tied to the terms agreed in the letter of intent.
What we do
- Hold the purchase agreement to the business terms agreed at letter of intent.
- Negotiate the working capital peg with a transparent workbook and defined variance thresholds.
- Settle escrow or holdback, indemnity caps, baskets and survival periods.
- Finalize disclosure schedules, third-party consents and closing conditions.
- Coordinate funds flow, payoff letters and the closing timetable with counsel and lenders.
- Agree the employee, customer and counterparty communication plan, and when each is told.
- Set the Day One transition plan and any transition services the buyer will need.

STRUCTURE

The headline price is not the deal.

A buyer negotiates far more than the enterprise value number. These terms decide what you actually receive, and when.

Term	Why it matters to you
Cash at close	What is actually available on closing day, after escrow, fees, debt payoff and adjustments.
Rollover equity	Future upside, in exchange for liquidity, governance rights and continued exposure to the business.
Earnout	Contingent value can bridge a valuation gap. Its metrics, measurement period, control rights and dispute provisions decide whether it is ever paid.
Working capital peg	A negotiated baseline that moves proceeds at closing and again at the true-up. The definition matters as much as the number.
Escrow and indemnity	How much value is held back, for how long, and which post-close risks stay with you.
Exclusivity	The period in which you stop talking to other buyers. It should follow a well-negotiated LOI, not precede one.
Transition terms	Employment, consulting and customer-facing obligations that affect both the economics and what you do next.

QUESTIONS OWNERS ASK

Questions owners ask.

How long does a sale take?: Nine to twelve months from mandate to close is typical. The market phase, outreach through signed letter of intent, is usually four to six of those, and confirmatory diligence a further sixty to ninety days. Where readiness work is needed first, add twelve to twenty-four months before any of it. The readiness memo tells you which of those you are looking at.
Will my employees, customers or competitors find out?: The process is anonymized until a buyer signs a confidentiality agreement. Disclosure is staged, data room access is controlled, and only a small internal group knows before a letter of intent is signed.
Someone called about buying my company. Should I take the call?: Yes. Do not negotiate. An unsolicited approach with no competing bidder almost always prices low, and that number is difficult to move later. Take the call, say nothing about price, and call us before the second conversation.
Do you replace my lawyer, accountant or tax advisor?: No. We run the transaction and coordinate the commercial work across the advisors already supporting you. Legal, accounting and tax advice stays with the people qualified to give it.

WHO RUNS THE MANDATE

Who runs the mandate.

The senior advisor who takes the brief runs the file through close: the buyer conversations, the management meetings, the negotiation. There is no handover to a junior team after the pitch, and we run a limited number of sell-side processes at a time.

ELSEWHERE IN M&A ADVISORY

The rest of the practice.

M&A Advisory

The practice this mandate sits inside: buy-side, sell-side, capital raising, deal analytics and sector coverage.

M&A Advisory

Capital Raising

Where the answer is capital rather than a sale: senior debt through minority equity, including EB-5 immigrant investor financing.

Capital raising

START

Start with a readiness assessment.

Tell us what you are considering. A few lines is enough: the company, the decision in front of you, the timing you have in mind, and what matters most to you about the outcome.

We will tell you whether this is a mandate we can run well, and what the first piece of work should be.

Tell us what you are considering.

Start a confidential conversation Take the Exit Readiness Scorecard

Your enquiry is confidential. Crescent Capital Advisors will not contact a buyer, investor, employee, customer, lender or any other third party about your business without your written instruction.