Sell-Side M&A Advisory
A proven process for converting your private shareholdings to cash.
A successful business sale: the perfect capstone to your entrepreneurial journey.
On our first call, we demonstrate how to position your company to sell for maximum value.
Maximizing shareholder value is the primary focus of our business sales process. That is why we invest substantial time and resources in selling your company. Each step of our Value Maximization Process is outlined below.
1. Normalize Financial Statements
Accountants prepare annual financial statements which aim to reduce your tax burden. This is a wise endeavor during regular operational periods but is highly damaging to share value when preparing for an exit. Part of our early-stage work with you is creating a set of normalized financials that work in parallel with your traditional accounting statements to maintain share value. Value is maximized by displaying to buyers, in a trusted and professional document, the actual earnings of your company.
With most businesses, this exercise adds $250,000+ of value during negotiations.
2. Maximize Real Estate Value
If you own the real estate your business operates from, maximizing the value of both assets is essential during a business sale process. This applies regardless of whether the real estate is retained or sold with the business. We utilize a proprietary tool that analyzes where to set the rent to maximize the real estate and business value.
3. Risk Mitigation Process
Risk and return are the primary considerations when buyers evaluate whether or not to invest in an asset. As such, we spend a significant amount of time assessing the risk profile of your business and help mitigate unnecessary risk. This stage of your preparation is comprehensive, protecting share value before going to market.
4. Benchmarking Analysis
Most businesses sold leave significant cash on the table due to unrecognized underperformance. Rectifying these inefficiencies can have a massive impact on business value. Your benchmarking exercise, on average, increases bottom-line performance by 2% – 10% and sale price by 3x – 6x on every new dollar earned.
With most businesses, this exercise adds $750,000 in value to their shares before going to market.
5. Offer Structure Analysis
When a business is sold, the total consideration (purchase price) consists of cash and terms. As such, the deal structure significantly impacts the total amount received by ownership. When adding tax strategies into the process, a properly structured sale can increase total cash-at-close by 10% – 50%.
6. Maximize Cash-at-Close
“It’s not what you make, but what you keep” is especially relevant in business sales. Between professional fees, taxes, terms, representations and warranties, insurance policies, earn-outs, vendor notes, share rollovers, working capital, and outstanding debt, there are many competing forces on your cash proceeds upon sale.
Our comprehensive cash-at-close analysis is a primary focus for our team, helping to increase your take-home cash by multiple thousands of dollars
Exit Planning is traditionally completed over one to three years and billed at $2,500 – $5,000 monthly. Most of our clients do not want to invest that amount of time or money, but they are interested in the extensive benefits achieved from the exit planning exercise.
As such, we developed a proprietary process, which runs parallel to our Value Maximization Program, to ensure all of the elements covered in the Exit Planning Institutes’ Certified Exit Planners (CEPAs) process are undertaken.
In a small company, the transfer of ownership will likely be the most significant organizational change. The transition can be difficult on staff at all levels and is often unexpectedly challenging for ownership.
We design a customized transition plan for your company and walk all parties through it. This mitigates possible hurdles and flags that may otherwise arise and disrupt the transition, ensuring a smooth transition for the business’s most critical asset: its people.
Even when an offer is accepted, 60% of businesses fail to sell due to the due diligence process. Most business owners start the due diligence process assuming their company will make it through. Therefore, failure at this stage is even more devastating when it occurs.
We invest in a detailed pre-diligence exercise with all our clients, which mimics the most stringent due diligence process likely to be encountered by the most sophisticated buyers. In this process, items that would have caused failure are discovered early and can be rectified before buyers discover them.
Another advantage of the pre-diligence process is the significant savings on legal and accounting costs. If a business is found to be unsellable in its current state or if its condition would reduce its exit value, owners can address these issues proactively before going to market. By resolving potential obstacles early, they can avoid wasting $20,000 to $50,000 in legal fees on a transaction that might otherwise fail.
Our team creates industry-leading marketing materials designed to position your opportunity ahead of other options your buyers will consider.
A business’s story and future blue-sky opportunity create intangible value, which excites investors and lenders to act.
Every page of our pitch decks, teasers, and confidential business overviews is purposely designed to move the needle on your share price.
Our buyer identification and outreach is confidential. This ensures that no one knows your company is on the market without signing an NDA and obtaining your consent.
Running a detailed campaign unique to your offering is essential for creating competitive bidding and maximizing value.
We invest upwards of three weeks for every listing to identify over 2,000 prospective buyers unique to your industry and business offering.
Additionally, we have over 5,000 institutional buyers in our database and buyers in the five international buyer groups we are members of (Village Wellth, Private Equity Info, Search Funder, Axial, and ACG).
Maximizing the value of a business sale is a collaborative effort that requires the expertise of various professional advisors in addition to an M&A consultant. We serve as the quarterback of your advisory team, coordinating efforts and ensuring synergy among all professionals involved. This approach not only maximizes your exit value but also minimizes potential tax implications.
Our team dedicates time and resources to ensure that your asset is positioned as a sellable, high-value opportunity, guaranteeing a successful due diligence process and ensuring that no potential value is left on the table at closing
Click each dropdown to learn more about our investment.
Meet the OpnRoad team and learn how we contribute to your successful business sale.
Our confidential sales process is designed to introduce your company to multiple strategic buyers.
We involve ourselves in the transaction from start to finish, leaving nothing up to chance.
Each sale starts with a valuation to ensure all shareholders are aligned, and your transition goals can be satisfied.
Business Valuation – MVA ™
Goal Identification & Shareholder Alignment
Preliminary Due Diligence
Data Room Buildout
Estimated Time – 1 Month
Building a powerhouse team around you to mitigate risk through legal protections, minimize tax through proper planning, and maximize post-transaction wealth via accredited investment vehicles is the first part of stage two.
The second part of stage two is identifying strategic buyers and creating world-class marketing materials to solidify their investment.
Transaction Team Building
Marketing Material Creation
Value Enhancement
Buyer Identification
Estimated Time – 1 Month
Confidentially marketing your opportunity to curated, screened and qualified buyers creating competitive tension for your asset is the primary deliverable in stage three, and a critical process for maximizing your sale price.
Buyer List Creation
Confidential Marketing Process
Buyer Screening
Buyer/Owner Interviews & Pitches
Estimated Time – 1 Month
The primary stage four deliverable is presenting multiple offers for your review and consideration. The pros and cons of each offer are weighed, and the winning LOI is selected, signed, and an exclusivity period is entered into with the prospective buyer.
Discovery & Controlled Auction
Receive Offers
Negotiation
LOI Signing
Estimated Time – 1 Month
Cash in your bank is the primary deliverable in stage five. Achievement of the mission-critical goal is achieved by successfully managing diligence, definitive legal agreements, removal of conditions, and closing activities.
Diligence Activities
Definitive Agreement
Closing Activities (Cash Deposit)
Training & Transition
Estimated Time – 2 Months
Selling your business – from start to finish.
Successfully Closed:
Navigating the complex landscape of advisors can feel daunting, especially with many professionals claiming to be the right fit for your transaction. The choice of advisor plays a pivotal role in the outcome and your overall experience. To help you make an informed decision, we’ve outlined a detailed comparison of commercial realtors, business brokers, M&A consultants, and investment bankers. This guide ensures you select a partner with the expertise and approach tailored to your specific needs.
| Commercial Realtors | Business Brokers | M&A Consultants | Investment Bankers | |
|---|---|---|---|---|
| Primary Focus | Selling commercial real estate. Rarely including the business | Selling small businesses typically valued under $2M | Advising on and managing mid-sized business sales and mergers | Facilitating large-scale transactions, often $100M+ |
| Typical Deal Size | $0 to $10M (Property Value) Typically does not include business | Under $2M (Business Value) | $2M to $50M (Business Value) | $50M to $1B+ (Business Value) |
| Experience & Expertise | Strong in real estate market knowledge. Minimal understanding of business transactions | General knowledge of small business operations and sales | Deep expertise in financial analysis, valuation, deal structuring, and buyer procurement | Deep knowledge of finance, investment, and capital markets |
| Commission Structure | 3% to 6% of the property value | 8% to 15% of the business sale price | Modified Lehman scale & other tiered fee structures scaled to the size | 1% to 3% of the transaction value scaled to the size |
| Upfront Fees | Rarely charge upfront fees | Minimal or no upfront fees; primarily commission-based | Often charge a retainer or consulting fees (can range $10K to $50K+) | Almost always charge a retainer (can range $50K-$500K+). |
| Role in Process | Focused on real estate market analysis, property sales, and lease negotiations | Finding buyers, preparing basic marketing materials, and negotiating deals | Comprehensive deal advisory: valuation, market preparation, finding buyers, negotiating, strategic deal structuring. Often end-to-end transaction advisory | End-to-end transaction advisory focusing on complex deal structuring, financing, and valuation |
| Marketing Approach | Listing properties on MLS and commercial real estate platforms | Listing businesses on platforms like BizBuySell and networking | Targeted outreach to strategic and financial buyers; often confidential, including other means of value utilized by business brokers (listings sites, etc.). Extensive networks of qualified and active acquirers | Comprehensive market analysis, outreach to large institutional buyers, and leveraging capital markets |
| Certifications | Real estate license (Does not include education on business transactions) | Business broker certifications (e.g., IBBA's CBI). | Extensive, long-term experience in the industry. May hold credentials like CM&AA, CVA, CFA, MBAs, & Real Estate License | Typically hold MBAs, CFAs, FINRA series licenses. |
| Value to Client | Helps secure the best property value; limited understanding of business operations | Focus on selling smaller businesses quickly; less strategic guidance | Maximizes business value through strategic planning and preparation. Facilitates & accelerates the process & transaction. National or international reach | Access to institutional buyers and global reach |
| Common Clients | Business owners with significant real estate assets | Small business owners looking for buyers | Mid-sized business owners seeking maximum exit value | Large corporations, private equity, and institutional clients |
| Negotiation Strength | Strong in real estate deals but weaker in business transactions | Moderate negotiation skills for small businesses | Skilled in high-stakes negotiations and complex deal terms | Expert negotiators handling multi-million/billion-dollar transactions |
| Timeline for Sale | 3-12 months, depending on property and market | 6-12 months, depending on business size and type | 6-18 months for a well-prepared transaction maximizing value | 12-24 months with significant due diligence and market preparation |
| Confidentiality | Lower: as deals are publicly listed | Moderate: depends on the broker’s discretion | High to very high: The process often involves NDAs and limited disclosure | Very high: strict confidentiality and secure processes. |
| Industries Served | Retail, industrial, office, and mixed-use properties | Broad, with a focus on local small businesses | Wide range, including manufacturing, services, tech, distribution, and many more | Large, complex industries like tech, healthcare, and finance |
| Tools & Resources | MLS systems, property databases, and zoning expertise | Business listing platforms, basic valuation models | Comprehensive valuation models, buyer networks, and financial tools | Access to institutional resources, market intelligence, and global networks |
Our team of experienced M&A consultants and support staff deliver the exceptional expertise and service you would expect from a top-tier M&A firm. We’ve further refined our approach and expanded our capabilities, providing a level of professionalism and tailored solutions that go beyond the standard offerings of most M&A advisors.
Our robust infrastructure enables us to support clients across all market segments. While we specialize in serving businesses within the lower middle market ($2M to $50M), we also offer tailored solutions designed to meet the unique needs of companies of any size.
We are excited to connect and create a tailored exit strategy together.
With comprehensive M&A services, industry-leading tools, seasoned advisors, decades of combined experience, and a proven track record of hundreds of satisfied clients, we are equipped to expertly guide you through any M&A transaction.
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