What a business sale adviser actually does
Selling a company is not one task. It is around a dozen, run in sequence, under confidentiality, while you continue to run the business. An adviser takes the process off your desk and gives you the leverage that comes from having more than one credible buyer interested at the same time.
The work divides into recognisable stages:
- Preparation. Normalising the accounts, identifying EBITDA adjustments, evidencing recurring revenue and removing avoidable risk from the story.
- Information memorandum. A confidential document that presents the business, its numbers and its prospects in a form a serious buyer can price.
- Buyer research. Building a target list of trade acquirers, strategic partners and investors who have a reason to pay more than a financial baseline.
- Direct approaches. Anonymised outreach so your name is not in the market until a buyer is qualified.
- NDA management. Controlled release of information, stage by stage, with an audit trail.
- Competitive process. Running interested parties to a common timetable rather than one at a time.
- Negotiation and heads of terms. Price, structure, deferred consideration, warranties and your future role.
- Due diligence and completion. Holding the agreed terms together when the buyer's advisers start looking for reasons to move them.
The step-by-step sell-side process sets out how these stages run in practice and how long each typically takes.
M&A adviser or business broker?
Both describe themselves as helping owners sell. What they do day to day is different.
| Route | How buyers are found | Where it tends to suit |
|---|---|---|
| Selling privately | An approach you already received, or someone you know | Small transactions, or where you genuinely do not mind the price |
| General business broker | Listings and portals, inbound enquiries | Smaller, owner-operated businesses with a wide buyer pool |
| Sell-side M&A adviser | Researched target list, direct confidential approaches | Profitable owner-managed companies where buyer fit changes the price |
None of this makes brokers wrong. It makes them suited to a different kind of transaction. Where a business has real profits and a handful of buyers who would each value it differently, the difference between an inbound enquiry and a researched approach is usually measured in hundreds of thousands of pounds and in the terms attached to them.
Not sure whether you need an adviser yet?
A short, confidential conversation will tell you whether your business is ready and what a realistic process would look like.
Why acting for sellers only matters
An adviser who also works for buyers has a second relationship to protect. Most of the time that never becomes visible. It becomes visible in the fortnight after heads of terms, when the buyer wants to move a payment into an earn-out, or asks for a warranty cap that quietly transfers risk back to you. At that point you want someone whose only interest is your outcome.
Mergers.co.uk acts on behalf of sellers. We do not maintain buyer mandates and we do not take fees from acquirers. You can read more about how we work and why the model matters.
When should I use an M&A adviser?
There are four situations where owners most often benefit from advice rather than doing it themselves:
- You have received an unsolicited approach and have no comparison to judge it against.
- You want to sell part of the business rather than all of it, so the structure matters as much as the price.
- You want a competitive process without your staff, customers or competitors learning that you are exploring a sale.
- You are planning to sell within one to three years and want to fix the issues that reduce value first.
If the last of these applies, start with how to prepare a business for sale. If you are weighing whether to sell all or part of the company, the full sale versus partial sale comparison is the better starting point.
Common questions
What does a business sale adviser do?
A business sale adviser runs the sale of a company on behalf of its owners: preparing the financial and commercial information, positioning the business, researching and approaching buyers under confidentiality, managing competitive tension between interested parties, negotiating price and structure, and holding the process together through due diligence to completion. The work that changes the outcome is usually done before any buyer is approached, in preparation and buyer research.
What is the difference between an M&A adviser and a business broker?
A business broker typically lists businesses for sale and waits for enquiries, often across a high volume of small transactions. A sell-side M&A adviser researches and approaches a targeted list of buyers directly and confidentially, prepares detailed information for them, and negotiates on structure as well as headline price. For an owner-managed business with meaningful profits, the difference usually shows up in who ends up at the table and in what is agreed after heads of terms.
When should I appoint an M&A adviser?
Earlier than most owners expect. Twelve months before you want to be in the market gives time to fix the issues that reduce price, such as management dependence, weak reporting or customer concentration. Appointing an adviser at the point a buyer has already approached you is possible, but you start the negotiation without alternatives, which is the single weakest position a seller can be in.
What do business sale advisers charge?
Most sell-side advisers charge a retainer covering preparation and early-stage work, plus a success fee on completion calculated as a percentage of transaction value. Ask specifically how the success fee is calculated on deferred consideration, earn-out payments and rollover equity, because that treatment can materially change what you pay over the life of a deal.
Do you act for buyers as well as sellers?
No. Mergers.co.uk acts on behalf of sellers only. We do not represent buyers, private equity houses or incoming investors, and we do not take introducer fees from them. That matters most during negotiation, when the only question worth asking is whether the terms are right for you.