Discover the CapEQ approach to a premium exit
Whether you're exploring your options or fending off offers, we're here to help.
The Gist
- Selling a business typically takes six to twelve months end to end
- The process runs through three phases: preparation, active marketing, and negotiation to close
- A well-run sale generates multiple competing offers — giving you real negotiating power
- The highest offer is rarely the best one; fit, structure, and legacy matter just as much
- Your advisor's job is to run the process, so you can keep running your business
Selling your business typically takes six to 12 months and follows three clear phases: preparation (six to eight weeks), active marketing (two to four months), and negotiation through to close. A well-run sale process generates several competing offers, giving you the leverage to choose the buyer who fits your values — not just your valuation. Here's what to expect at each stage.
Why process matters
Most founders only sell once. Buyers — whether private equity (PE) firms, trade acquirers, or strategic investors — do this for a living.
That imbalance matters. Without a structured process, you risk leaving money on the table, accepting the wrong offer, or running out of momentum halfway through. With the right one, you control the timeline, the buyer pool, and ultimately the outcome.
We've run hundreds of transactions across sectors, from a data platform sold to a global analytics firm to a homecare business joined to a PE-backed group. The mechanics are always similar. What changes is how you apply them to your specific circumstances.
Phase 1: Preparation
Timeline: six to eight weeks
This is the phase most founders underestimate — and the one that determines everything that follows.
We start with a project brief: a clear-eyed look at what you want from a sale, not just financially but strategically. Do you want a clean exit? Do you want to stay on? Are there people or values you want protected?
From there, we agree the approach.
| Approach | Best for | Key trade-off |
|---|---|---|
| Wide auction | Maximising competition and price | Less confidentiality during early outreach |
| Targeted auction | Specific buyer profiles or sensitive sectors | Fewer offers; each one more considered |
Both approaches have merit. We'll recommend one based on your business, your sector, and what you're trying to achieve.
Once the strategy is agreed, we build the foundations:
- A longlist of potential buyers — typically running to 100–200 names across the UK, Europe, and beyond
- A detailed information pack about your business (the Information Memorandum, or IM)
- A Virtual Data Room (VDR) — a secure, structured repository of financials, contracts, and key documents
- A realistic timeline, with milestones and decision points mapped out clearly
This preparation phase is deliberate and thorough. Rushing it rarely saves time later — it usually costs it.
Phase 2: Active marketing
Timeline: eight to 12 weeks (longer for complex or cross-border deals)
This is where the process goes live — though your identity stays protected until the right moment.
We make proactive, personalised contact with potential buyers: targeted emails, direct calls, and introductory conversations that reveal enough to spark interest without disclosing who you are. When a buyer is genuinely interested, they sign a non-disclosure agreement (NDA) before seeing the full IM.
The numbers behind a typical mid-market process can be striking. In one recent transaction — a business with £12m turnover and £3.1m EBITDA — we researched 162 potential buyers across the EU and USA, made 842 phone calls, and held more than 350 exploratory conversations. That level of coverage is what drives competition.
The VDR is released in stages, calibrated to encourage buyers to put forward their best offers rather than holding back. Management presentations — usually virtual in the first instance — give serious buyers the chance to ask questions and get a feel for the team.
By the end of this phase, you should have a field of credible, interested parties ready to make offers.
Phase 3: Negotiation, due diligence, and close
Timeline: ten to 14 weeks (subject to complexity)
The final phase begins when indicative offers land. We evaluate each one against a consistent framework — not just headline price, but structure, conditions, earnout provisions, and what the buyer actually intends to do with the business.
Here's how the process typically flows:
| Step | What happens |
|---|---|
| Indicative offers | Buyers submit non-binding bids based on the IM and data room |
| Ranking and shortlist | We assess offers against your agreed criteria and recommend a shortlist |
| Final bids | Shortlisted buyers submit improved, binding offers |
| Letter of intent (LOI) | You accept a preferred bid and grant exclusivity |
| Due diligence | The buyer conducts a detailed review of your financials, contracts, and operations |
| Legal completion | Sale and purchase agreement (SPA) signed; funds transferred |
In the example above, eight unique offers came in — from eight different types of buyer. The client chose the third-highest bid. Why? Because that buyer offered the strongest earnout structure, genuine alignment with the team's future, and a clear plan for growth. Price was one factor. It wasn't the only one.
A real deal: inside a £12m business sale
To make this concrete, here's how one of our transactions played out.
The client was a founder-led business with £12m turnover and £3.1m EBITDA — a solid mid-market company with real buyers out there, but only if you went looking properly.
What we did:
- Researched 162 potentially interested parties across the EU and the USA
- Made 842 phone calls over the active marketing phase
- Held 350+ exploratory conversations with credible prospects
- Ran a competitive process that generated eight distinct offers
What the client chose:
Not the highest offer. The third-highest — but the one with the best structure. An earnout arrangement gave the founder continued upside tied to post-sale performance. A ten-week due diligence process, led by our team, kept things on track and on time.
The outcome: a deal that met the client's financial goals, protected the team, and set the business up for its next chapter.
Beware the "fixed process" trap
One thing we tell every client: the process is a tool, not a straitjacket.
Deals encounter setbacks. Buyers pull back. Timelines slip. Offers come in below expectations, or above them, from unexpected quarters. The ability to adapt — to reframe, reorder, or restart a phase — is as important as the process itself.
What you need is a combination of rigour and flexibility: a proven framework applied by people who've seen enough deals to know when to hold firm and when to move.
Frequently asked questions
How long does it take to sell a business in the UK?
Most mid-market business sales take between six and twelve months from initial engagement to close. Complex or cross-border transactions can take longer. The preparation phase alone typically runs six to eight weeks.
What is a Wide Auction vs a Targeted Auction?
A Wide Auction contacts a large pool of potential buyers to maximise competition. A Targeted Auction focuses on a select group of strategic or financial buyers, typically where confidentiality is a higher priority. We'll recommend the right approach based on your business and goals.
What is a Virtual Data Room?
A Virtual Data Room (VDR) is a secure online repository where you store your key business documents — financials, contracts, HR information, and legal records — for buyers to review. Access is controlled, audited, and released in stages during the sale process.
Is the highest offer always the best offer?
Rarely. The structure of an offer — how much is paid upfront, whether there's an earnout, and what conditions are attached — matters as much as the headline number. So does the buyer's intentions for your team and business.
What is an earnout in a business sale?
An earnout is a payment structure where part of the sale price is deferred and paid based on the future performance of the business. It can bridge a gap between buyer and seller on valuation, and give founders continued upside post-sale.
Next steps
Whether you're exploring your options or fielding unsolicited approaches, we can help you understand what your business is worth and what a well-run process looks like.
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CapEQ is a Certified B Corporation and partner-led M&A advisory firm specialising in mid-market transactions in the £5M–£100M revenue range.
