Get Maximum Value on the Sale
of Your Business!
When it’s time to sell your business, make sure you have the best Lower Middle Market M&A Broker team representing you from start to finish.
Selling Your Lower Middle Market Business
for Maximum Value
Pacific Business Sales specializes in M&A transactions in the Lower-Middle Market (LMM), businesses with $5 million to $100 million of annual revenue. Lower middle-market businesses are too small for Wall Street M&A investment bankers that do billion-dollar deals, and too big for typical business brokers that sell small main-street businesses.
To sell your LMM (lower middle market) business for the maximum value and best terms you need a M&A broker who understands your business, knows how to successfully navigate middle market deals, and how to negotiate favorable terms in complex LOIs, purchase agreements, and most importantly close the deal.
Pacific Business Sales excels in lower middle market M&A transactions.
Our industry experience as LMM M&A Brokers ranges from aerospace and manufacturing to construction companies, professional services, distribution-3PL, and healthcare. We have relationships with Private Equity Groups and institutional investors throughout the US interested in acquisitions within our practice areas.
Big M&A firms = Big Upfront Fees!
No Upfront Fees with Pacific Business Sales!
All of our are fees paid at closing.
Our business model and fee structure are based on a success fee (commission) paid at closing. We do not rely on upfront or monthly retainers to generate revenue.
Getting a great offer is just the first step in the transaction process. We will guide you step by step through negotiations for the LOI, Due Diligence, QofE (Quality of Earnings), final purchase agreement, and closing.
We are thorough, persistent, and relentless.
7 Steps in Selling Your Middle Market Business & the Transaction Process
In our initial consultation the objective is simple; answer your questions about the process of selling your business, allow you to learn more about our firm, and allow us to learn more about your company.
After receiving your financial statements, we prepare a Market Value Analysis and schedule a meeting with you to review the market value, our recommended asking price, and expected selling price range.
Financial Statements needed for Market Value Analysis
- Last 3 years tax returns
- Last 3 years’ P&Ls
- Year to Date P&L (thru most recent month end)
- Balance Sheet last year end
- Balance Sheet (most recent month end)
- A/R summary
After reviewing the market value with you, we send the Representation Agreement.
After the Representation Agreement is signed we will send you a request for additional details about your company so we can create the CIM (Confidential Information Memorandum).
Prospective buyers receive the CIM after they have signed our Confidentiality Agreement (NDA) and completed a detailed buyer profile with their experience and personal financial statement or firm profile for equity groups.
Our CIM is a comprehensive prospectus of your company which includes an overview of the company & history, explanation of the company services-products, customer concentration-profile (redacted – no names), financial statements, staff list (no names), equipment list, etc. The intent of the CIM is to provide prospective buyers with sufficient information to determine if the company is a good fit and make the decision to move forward.
All prospective buyers meet with us first, to minimize interruptions and meetings with you.
After we have met with the prospective buyer and answered their initial questions we set up a meeting with you. Our first buyer-seller meeting is usually via Zoom to minimize interruptions to you and also because many Private Equity firms and institutional investors are out of state or have team members in multiple locations.
On-site and in-person meetings happen later in the process and are always after hours when there are no employees present. If necessary we can host meetings at our office in the conference room.
Most PE firms and institutional investors will start with an LOI (Letter of Intent) to start the Due Diligence review process. Our firm is very familiar with equity group and institutional LOIs and their terms.
The LOI will have the terms and conditions of the purchase agreement, but will not have all of the legal language such as Representations & Warranties, Indemnifications, etc. Most LOIs have an exclusivity clause or No Shop agreement where the seller cannot accept any other offers while the LOI is in effect.
While the LOI not the final purchase agreement, it does lock in the terms and conditions of the purchase agreement, so it is critical to carefully negotiate the LOI because this will be the framework for the transaction.
The purchase offer will be drafted by the buyer’s attorney after Due Diligence (outlined below) is complete. Your attorney will review and redline the purchase agreement and it is not uncommon to go through a few renditions of the purchase agreement before it is finalized.
Due Diligence starts after an offer or LOI has been accepted.
On larger transactions the Due Diligence timeline can take as little as 45 days to as long as 90 days depending on what type of buyer we are working with and the complexity of the transaction.
QofE (Quality of Earnings) is a key part of Due Diligence on transactions over $10 million in value. QofE is performed by an independent accounting firm on behalf of the buyer. This is a thorough and in-depth examination of the company financials, tax returns, bank statement, A/R, A/P, balance sheet, and accounting practices.
If your firm has Reviewed or Audited financial statements from your CPA firm it is very helpful in the Due Diligence and QofE process, but not essential.
Many transactions also include Commercial Due Diligence and Legal Due Diligence.
Commercial Due Diligence is the buyer’s review of the industry and market, company’s competitive position, and often projections for the industry and company.
Legal Due Diligence is performed by attorneys representing the buyer and is a review of the company’s corporate entity, litigation history (if any), and other potential legal risks associated with the company and/or transaction.
After Due Diligence is completed the buyer’s attorney will prepare the first draft of the purchase agreement for review by your attorney. There will likely be a few renditions of the purchase agreement before it is finalized.
Once the purchase agreement is finalized we are ready for closing. Depending on the buyer, closing may be done through a California based escrow company or via the attorneys. Your closing funds are wired to you at closing
All purchase agreements include training and transition assistance from the seller(s). This is negotiated in the LOI and specified in the purchase agreement. Training starts immediately after closing.
What to Expect When Pacific Business Sales Represents You in the Sale of Your Business
After our initial consultation our team will prepare a complimentary Market Value Analysis of your company and review the company market value and recommended asking price with you.
A common question is “how do you find buyers?”
We have a large database & network of equity groups we contact directly via email campaigns, and direct outreach to targeted senior executives via LinkedIn and/or mail (it still works). We also use business for sale websites, including a platform exclusively for Private Equity Groups and Institutional-Industry investors.
We send targeted outreach to firms whose profiles indicate interest in your company’s industry and size. Our initial contact includes a non-confidential teaser flyer with a link to request an NDA.
Our outreach consistently generates a large number of inquires, and after the NDA is signed we arrange our initial meeting with each prospective buyer.
The CIM is essentially a confidential prospectus for you company. It is sent to prospective buyers after they have signed a Confidentiality Agreement (NDA) and provided a buyer or firm profile. The CIM is a critical component as it is the prospective buyer’s first in-depth look at your company.
Our firm prepares comprehensive CIMs which includes a company overview & history, explanation of the company services-products, customer concentration-profile (redacted – no names), financial statements, staff list (no names), equipment list, etc. The intent of the CIM is to provide prospective buyers with sufficient information to determine if the company is a good fit and make the decision to move forward.
Getting a great offer for your business is just the beginning, then comes the realization of the taxes that may come with it.
Our firm works with expert tax strategy advisors that offer several tax strategies to defer and minimize taxes on the sale of your business.
Tax planning should not be overlooked or left until the last minute. We can refer you to our network of tax strategy experts for a free initial consultation.
The most critical part our work starts with the LOI or offer.
We facilitate the transaction process with you (the seller), the buyer, and the buyer & seller’s advisors keeping everyone on track throughout the process.
LOI’s and purchase agreements from Private Equity firms and large intuitional investors are very different from ordinary small business purchase agreements.
These buyers have unique terms in the agreements that require experience in these types of transactions. Our firm is very familiar with the many deal structure facets and knows how to negotiate favorable terms for the acquisition of your business.
We are also well aware of the pitfalls and problematic terms that often arise and know how to negotiate and avoid them.
Lower Middle Market (LMM) transactions Due Diligence are often complex and very detailed. We are experienced in facilitating the LMM Due Diligence process and keeping it on track.
A comprehensive QofE (Quality of Earnings) review by an independent accounting firm is a certainty. QofE is a thorough review of your company’s financials, tax returns, A/R, A/P, and accounting practices. QofE can take as little as 45 days or up to 90 days depending on the complexity of the business financials.
Due Diligence will also include commercial review of the company’s market and business as well as legal review of the company’s corporate records, past litigation (if any), and compliance.
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