Advisory · Sell-side
Sell the company. Keep the secret.
Prepare · Market · Negotiate · Close
Sell-side advisory is the controlled sale of a privately held company. We prepare the business, build the buyer list, run the outreach under NDA, negotiate terms, manage diligence and carry the deal to the wire. You keep running the company. The market never learns it was for sale unless you decide to tell it.
The service
Sell-side M&A advisory from Black Key Advisory covers transaction readiness and preliminary valuation, financial normalization, confidential teaser and CIM preparation, buyer identification and outreach, buyer qualification and proof of funds, NDA management, offer and LOI evaluation, commercial negotiation, diligence coordination and transaction management through closing, in coordination with the seller's legal, tax, accounting and regulatory professionals.
Who this is for
Sell-side advisory fits an owner who is ready to explore a sale within the next year or two, wants the process run confidentially, and wants someone on their side who has bought and operated companies. It also fits an owner who has already been approached by a buyer and does not want to negotiate alone.
- ●Founders who want a full exit and a clean handover.
- ●Owners who want to take chips off the table and keep a stake.
- ●Partners who need a process both sides can trust.
- ●Operators who have received an unsolicited offer and want to know what it is really worth.
- ●Owners of licensed or platform-dependent businesses where the transfer itself is the hard part.
What a sell-side engagement includes
A Black Key sell-side engagement runs eleven workstreams, from readiness and valuation through buyer outreach, negotiation, diligence and close. Each is coordinated with the seller's own legal, tax, accounting, regulatory and real estate professionals, who remain the advisors of record in their disciplines.
- 01
Transaction readiness and preliminary valuation
Where the company stands today, what a buyer will see, and a defensible value range before anyone outside the room hears about it.
- 02
Financial normalization and deal preparation
Add-backs, owner compensation, one-time items, and the reporting a buyer's quality-of-earnings team will test.
- 03
Confidential teaser and CIM
An anonymous one-page teaser for first contact, and a Confidential Information Memorandum that tells the company's story the way a buyer needs to hear it.
- 04
Buyer identification and outreach
A targeted list of strategic, operator and financial buyers, contacted directly and discreetly. No listings.
- 05
Buyer qualification and proof of funds
Before any identifying information moves, a buyer proves they can close.
- 06
NDA management
Executed NDAs on file for every party who sees the CIM, with access that can be revoked.
- 07
Offer and LOI evaluation
Price is one line of an offer. We read the rest: structure, earnouts, working capital, holdbacks, transition terms.
- 08
Commercial term negotiation
We negotiate the commercial terms; your counsel drafts and negotiates the legal ones. Both stay aligned.
- 09
Due diligence coordination
One request list, one data room, one point of contact, so the deal keeps moving and the business keeps running.
- 10
Transaction management through closing
Regulatory approvals, landlord consents, financing conditions, and the closing checklist, tracked to the day.
- 11
Professional coordination
Legal, tax, accounting, regulatory and real estate advisors, working from the same timeline.
An offer is more than a number
Two offers with the same headline price can be worth very different amounts to a seller. Cash at close, earnout terms, seller financing, working capital targets, escrow and holdback, non-compete scope and transition obligations all move the real value. We model every offer on the same basis so the comparison is honest.
- Cash at close
- What is actually wired on the day, before any contingent consideration.
- Earnout
- Deferred payment tied to future performance. Worth exactly as much as its metric, its period and its controls.
- Seller financing
- A note you carry. Its rate, term, security and subordination decide whether it is a bonus or a risk.
- Working capital target
- The peg that decides whether you leave money in the business or take it out.
- Escrow and holdback
- Purchase price held back against indemnity claims. Size and release schedule matter.
- Rollover equity
- A stake in the buyer's entity. Upside if they win, illiquid if they do not.
- Transition and non-compete
- How long you stay, what you are paid for it, and what you agree not to do afterward.
How we keep a sale quiet
We never publish a listing. Buyers first see an anonymous teaser that describes the business without identifying it. Only after an executed NDA, an approval, and proof of financial capability does a buyer receive the CIM. Site visits and management meetings are scheduled to avoid staff, and diligence runs in a permissioned data room.
Confidentiality is not a policy line. It is a sequence: who learns what, in what order, after which signature. We control that sequence from the first call to the closing announcement, and we will tell you who knows at every stage.
Sell-side · Questions
Questions owners ask
How long does it take to sell a business?
Preparation typically takes weeks to a few months depending on how ready the financials are. A confidential marketing and negotiation phase commonly runs several months, and diligence to close adds more. Licensed industries add regulatory approval time on top. We set a realistic timeline in the first meeting rather than a hopeful one.
Should I tell my employees the company is for sale?
Usually not until a deal is under contract and the timing is planned. Early disclosure risks attrition and can weaken your negotiating position. Key managers may need to be brought in under confidentiality when a buyer requires management meetings. We plan that with you.
What is a CIM?
A Confidential Information Memorandum is the detailed document that describes a company to approved buyers under NDA: history, operations, customers, financials, growth opportunities and the reasons for sale. It is preceded by an anonymous teaser and followed by management meetings.
Do I need a lawyer and an accountant as well?
Yes. We coordinate the commercial process; your attorney handles the purchase agreement and your accountant handles tax structure and financial statements. We work from the same timeline and the same data room so nothing falls between the chairs.
What if I already have a buyer?
A direct mandate is common. We value the business, structure the terms, run diligence and manage the closing so the offer on the table becomes the deal that actually closes.
Tell us what you own. Nothing sensitive required.
Notice
Black Key Holdings provides business transaction and M&A advisory services. We do not provide legal, tax, accounting, investment, securities or regulatory advice. Services and transaction structures vary by jurisdiction. Each party should retain its own qualified legal, tax, accounting and regulatory professionals. Nothing on this website constitutes an offer to sell or a solicitation of an offer to purchase any security or licensed business interest.