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Independent studies show unrepresented sellers receive significantly less when representing themselves. M&A professionals create competition, manage confidentiality, and guide complex negotiations.
Typically 9–12 months, including marketing, negotiations, due diligence, and closing.
About 800–1,000 hours of focused effort — selling your business is a significant undertaking.
A company is worth what a buyer is willing to pay, which can only be determined through a properly conducted process of confidentially marketing the business to an open market of strategic and private equity buyers. That said, valuation is generally based on expected future cash flow, market competition, and strategic synergies. Sequoia uses financial modelling techniques to determine a range of potential financial values for clients in advance of a sale.
A failed public sale can brand your firm as “damaged goods,” reducing value for years. Getting it right the first time is critical.
Preparation directly affects both sale price and buyer confidence. A well-prepared company signals stability and reduces perceived risk. One of the most important things a seller can do in advance of a sale is to strengthen management depth, so operations are not dependent on the owner. Financial statements should be accurate, consistent, and ideally reviewed or audited by a reputable firm.
Creating buyer competition, professional marketing, managing momentum, and defending value in every phase of the sale.
Strategic buyers (i.e. industry players seeking synergies or growth), private equity groups, pension funds, search funds, family offices, and other financial institutions. Sequoia targets 100–500 strategic buyers that are unique to every engagement, as well as more than two thousand financial buying groups.
The choice of who to sell to is ultimately our client’s. Our role is to advise and provide options of qualified buyers based on industry reputation, cultural alignment with our client’s company, treatment of employees, and financial capabilities.
By marketing to a wide range of qualified buyers simultaneously, Sequoia generates competitive tension that elevates price, strengthens terms, and expands the range of options available to each client.
Confidentiality is critical because early disclosure can unsettle employees, alert competitors, and damage customer confidence. The challenge is to find the right balance between effective marketing and controlled information flow. Sequoia’s professionals know what information to disclose, when to disclose it, and whom to disclose it to in order to preserve confidentiality. As buyer interest becomes serious, information is shared gradually through secure data rooms to maintain control over sensitive materials. This disciplined process allows the business to attract competitive offers without exposing trade secrets, internal performance data, or customer relationships to unnecessary risk.
Sequoia operates as a specialized, sell-side advisory boutique focused exclusively on mid-market transactions. We approach our craft as professional salespeople and negotiators, rather than as accountants and corporate finance types (although we have those too). The firm engages only a limited number of clients each year and maintains a closing rate more than double the industry average. Our disciplined, high-touch approach consistently produces premium outcomes in both price and terms, while protecting the seller’s legacy and long-term objectives.
Unlike firms tied to banks or accounting houses, Sequoia operates as an independent boutique focused solely on sell-side representation. This structure eliminates conflicts, such as dual representation or pressure from financing affiliates. Our only fiduciary duty is to the seller, ensuring decisions prioritize transaction value and confidentiality.
Enterprise value represents the value of the business operations regardless of financing, while equity value reflects what the shareholder actually receives after adjusting for debt, cash, and working capital. Understanding this distinction is essential to avoid surprises between headline price and net proceeds. Sequoia analyzes these factors early, so sellers know what is being sold and what they will take home.
Deal terms extend far beyond the headline purchase price. A complete transaction structure often includes the mix of cash at closing, vendor financing or earnouts, working capital targets, and holdbacks or escrows to cover post-closing adjustments. Buyers may also negotiate non-compete periods, transition support, or minority equity retention for the seller to ensure continuity. The balance between these elements determines both risk and reward for each party. Strong competition among buyers tends to improve not only price but also terms — reducing contingencies, increasing cash components, and shortening payment timelines. Skilled negotiation focuses on the total value and security of proceeds, not just the top-line number, ensuring the seller captures both financial and strategic advantage from the deal.
Some transactions are structured to let owners remain involved in some capacity after closing. This can include retaining a minority equity stake, serving in an advisory or executive role, or partnering with a buyer to help scale the business. Staying involved can provide continuity, reassure employees and customers, and often leads to additional financial upside when the buyer grows the company. The structure and duration of involvement depend on the buyer’s strategy, the seller’s personal goals, and the negotiated terms of the deal. Clear role definitions, compensation arrangements, and exit timelines should be established upfront to ensure alignment and avoid post-sale friction.
Most failed transactions result from poor preparation, lack of transparency, or loss of control over timing. Sellers often underestimate how quickly trust can erode when financial data is incomplete, inconsistent, or released too slowly. Overstating performance, concealing risks, or introducing new information late in the process can cause buyers to withdraw or reduce offers. Another frequent error is engaging with too few buyers or granting exclusivity too early, which eliminates competitive leverage. Rushing the process, often under pressure to “get it done fast”, also leads to missed details and weaker terms. The best protection is disciplined execution: preparing clean documentation, qualifying every buyer, managing information flow, and following a structured timeline. Momentum must be maintained, but never at the expense of diligence or credibility.
A non-binding summary of the price and terms of the transaction. It sets exclusivity, deal structure, conditions, and timelines. It is wise to negotiate as much as possible at this stage, as negotiating leverage flips from seller to buyer once the company is taken off the market.
Choosing a lawyer that is experienced in M&A is critical. Their role is to protect your legal and financial interests, while ensuring the transaction closes smoothly. The ideal M&A attorney is someone who understands deal dynamics and focuses on achieving the seller’s objectives, not just minimizing risk — an experienced lawyer will serve the deal and not dominate it.
The working capital target is the amount of working capital to be included in the transaction and is negotiated between buyer and seller. Working capital adjustments ensure the company has enough current assets at closing to continue operating normally. Sequoia benchmarks working capital against historical averages and normalizes for seasonal trends or one-time events. Failure to set an accurate target can lead to post-closing disputes or value erosion. Clear documentation before signing the LOI prevents renegotiation later.
Unearned revenues, which are payments received for work not yet performed, can create complexity during sale. Buyers need assurance that related obligations are covered post-closing. Sequoia makes adjustments to the financials to ensure these items are reflected accurately in valuation. Doing so prevents double counting and protects both parties.
Outstanding liabilities like warranties or doubtful receivables affect purchase price. Buyers often adjust working capital or seek holdbacks for such risks. Sequoia ensures these items are quantified and disclosed to prevent erosion of value during diligence. Transparent handling builds buyer confidence and speeds negotiation.
Some assets, like personal vehicles, excess cash, or real estate, may not be essential to operations and can be excluded from the transaction. Others, such as bank facilities or leases, might require restructuring before transfer. Sequoia identifies these early to protect deal value and simplify closing. This clarity reduces risk of last-minute price reductions.