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Dodge Street Advisors
Home
About Us
Core Services
  • Selling Your Business
  • Buying A Business
  • Real Estate
  • Business Advising
DSA Advisory Connect
  • Start Your Business Exit
  • Schedule with DSA
  • Business Valuation
  • DSA Advisory Insights
  • Join DSA
  • FAQs
Contact Us
More
  • Home
  • About Us
  • Core Services
    • Selling Your Business
    • Buying A Business
    • Real Estate
    • Business Advising
  • DSA Advisory Connect
    • Start Your Business Exit
    • Schedule with DSA
    • Business Valuation
    • DSA Advisory Insights
    • Join DSA
    • FAQs
  • Contact Us
  • Home
  • About Us
  • Core Services
    • Selling Your Business
    • Buying A Business
    • Real Estate
    • Business Advising
  • DSA Advisory Connect
    • Start Your Business Exit
    • Schedule with DSA
    • Business Valuation
    • DSA Advisory Insights
    • Join DSA
    • FAQs
  • Contact Us

A Low to Mid-Market Owner's Guide To The Selling Process

Introduction


Selling a business is one of the most significant financial decisions a business owner will ever make. For owners of companies generating between ~$1 million and ~$25 million in annual revenue, the process is far more complex than simply listing a business for sale and waiting for offers.

This overview guide is designed to get you familiar with more of the details and walks through how low to mid-market businesses are sold, what buyers expect, and how owners can maximize value while protecting confidentiality.


Step 1: Understand What Your Business Is Really Worth


Low to Mid-Market buyers value businesses primarily on an adjusted formula based on EBITDA and/or SDE, not revenue. Most lower to middle-market companies will trade within an EBITDA or SDE multiple range of 2.5x–6.5x, depending on:

  • Quality of earnings
  • Customer concentration
  • Management depth/Plug & play capabilities 
  • Industry stability
  • Growth potential


A professional valuation sets realistic expectations and prevents deals from falling apart later.


Step 2: Prepare the Business for Sale


Preparation should often start 6–24 months before even going to market. Key areas buyers scrutinize include:

  • Clean financial statements & historical access 
  • Normalized owner compensation and other expenses 
  • Documented processes
  • Transferable customer relationships
  • Second-tier management infrastructure and transferability 


The better prepared the business, the stronger the buyer interest, deal terms, and potential timeline..


Step 3: Go to Market Confidentially


Confidentiality is critical in all close-knit business communities, especially Nebraska and the Midwest. Deals are marketed using:

  • Blind profiles (no name disclosed)
  • Controlled buyer screening
  • NDAs before releasing customized Confidential Information Memorandum (CIM) & Financials


This protects employees, customers, and vendors.


Step 4: Evaluate Buyers and Offers


The best offer is not always the highest price. Owners should evaluate:

  • Buyer experience
  • Financing certainty
  • Earn-outs or Seller Notes (Seller Financing)
  • Cultural fit
  • Likelihood and timeline of closing


Step 5: Due Diligence and Closing


Once under LOI, buyers conduct financial, legal, and operational due diligence. Well-prepared sellers move through this phase faster and with fewer renegotiations when they are prepared and respect the "Deal Goodwill Window"


Final Thoughts


Selling a business is a structured, strategic process--not a transaction to rush. Owners who plan early and work with an experienced Business Broker/M&A Advisor typically achieve higher valuations and smoother exits.


If you’re considering selling in the next 1–3 years, understanding your value today is the first step. See DSA's Business Valuation page to learn more.

DSA's Key Term of The Year

"Deal Goodwill Window" Defined

Based on DSA’s experience and expertise, we believe one of the most overlooked determinants of a successful transaction is whether the parties are properly prepared and respectful of what we refer to and have coined as the “deal goodwill window.”


Every transaction--shaped by market conditions, complexity, and the personalities involved--comes with a finite window of deal goodwill.  During this period, both buyer and seller are aligned, motivated, and operating with a shared sense of optimism and momentum. Decisions tend to move forward more efficiently because trust and enthusiasm are high.


However, when a seller is not fully prepared and/or engages the wrong Business Broker/M&A Advisor, particularly around timing, role coordination, documentation, and due diligence, and the process drags on longer than necessary, that goodwill begins to erode. Once a transaction extends beyond its “deal goodwill window”, natural human tendencies such as frustration, fatigue, and ego can take hold. At that point, even minor issues or external distractions, often entirely unrelated to the business itself--can derail a deal that otherwise should have closed.


This is why having all key elements “buttoned up” in advance is not just about efficiency; it is about protecting your “deal goodwill window” and maximizing the probability of a successful outcome.

5 Common Mistakes Owners Make When Selling Their Company

Selling a business is one of the most significant financial transactions a business owner will ever make. Yet many owners unknowingly damage the potential value of their company, reduce leverage and/or options; or derail a deal entirely, by making avoidable, yet far too common mistakes.


As a business brokerage and M&A advisory firm based in Omaha, Nebraska and serving the greater Nebraska and Nationwide markets, we see these missteps repeatedly.  The great news? With proper planning and the right guidance, they are entirely preventable. 


Below are five (5) of the most common mistakes we see business owners make when selling their company, and how to avoid them.

1) WAITING TOO LONG TO PREPARE

One of the biggest mistakes business owners make--and we cannot stress this one enough--is waiting until they’re “ready to sell” before preparing for a sale. In reality, the strongest exits are planned years in advance, not weeks or months. 


Preparation impacts everything . . . financial performance, operational efficiency, management structure, and ultimately valuation. Owners who wait until burnout, health issues, or external pressures force a sale often find themselves negotiating from a position of weakness.


Best practice: Begin exit planning early. Advance preparation gives you leverage, flexibility, and options--whether you sell now or later.

2) POOR OR DISORGANIZED FINANCIAL RECORDS

Clean, accurate, and well-documented financials are essential for any successful transaction. Buyers, their advisors, and lenders expect clear profit and loss statements, balance sheets, tax returns, and explanations for add-backs.


Disorganized or inconsistent records slow down due diligence, reduce buyer confidence, and often result in price reductions or failed deals.


Best practice: Schedule a time to discuss what getting your financials documentation in order well before going to market looks like. Strong records signal professionalism and reduce perceived risk.

3) TRYING TO "WING IT" ALONE OR WAITING TOO LONG TO ENGAGE A PROFESSIONAL

Selling a business is complex, confidential, and high-stakes. Owners who attempt to manage the process alone--or wait too long to engage a professional advisor--often make costly mistakes in pricing, negotiations, deal structure, or confidentiality.


An experienced business broker and M&A advisor acts as a buffer, strategist, and advocate--protecting your interests while maximizing value.


Best practice: Engage a professional, ideally DSA, early! The right advisor helps you avoid pitfalls, attract qualified buyers, and navigate and plan the process with confidence.

4) LOSING FOCUS ON DAY-TO-DAY OPERATIONS

Once a business is for sale, or far too many times well before the business is actually for sale (and this typically isn't done purposefully by an owner, it is the result of committing mistake #1) some owners unintentionally shift their focus away from operations. This can lead to declining revenues, employee uncertainty, and weakened performance--exactly when stability matters most.


Buyers purchase future cash flow, not past performance. Any operational dip during the sale process or the preceding year(s) can directly impact value.


Best practice: Keep the business running strong until the day it closes. A well-managed company commands better terms,  smoother negotiations and due diligence, and a higher likelihood of a smoother post-exit experience for you and your legacy. 

5) IGNORING BUYER QUALITY

Not all buyers are created equal. Focusing solely on the highest offer without evaluating buyer qualifications is a common and costly mistake.  


Unqualified buyers can waste months of time, fail to secure financing, or walk away late in the process. In contrast, a well-capitalized, motivated buyer often leads to a smoother closing and better overall outcome.


Best practice: Prioritize buyer quality, financial capability, and deal structure--not just headline price.

FINAL THOUGHTS: PREPARATION AND THE RIGHT GUIDANCE PROTECTS VALUE AND YOUR LEGACY

Most failed or underperforming business sales trace back to lack of preparation and right wrong-- or no--guidance from a professional. Owners who plan early, understand the market, and work with the right professional protect not only the value of their business, but their options.


Are you guilty of--or worried about--making any of these mistakes?  We are not here to point a finger, we are here to help because unlike other brokers/advisors, we have been in your shoes or seen how these mistakes have affected businesses and business owners in real-time.  Now is the time to start the conversation. Owners who prepare early with the right help put themselves in the strongest possible position for a successful exit.


Click on the link below to discuss your goals, your timeline, and how to position your business for a smooth, high-value sale.

Prepare With Confidence

Copyright © 2026 Dodge Street Advisors - All Rights Reserved.


Dodge Street Consulting, LLC d/b/a Dodge Street Advisors ('DSA") is not a law firm or real estate brokerage firm.  DSA only provides advisory services relating to business sales & acquisitions.


  • Home
  • About Us
  • Selling Your Business
  • Buying A Business
  • Real Estate
  • Business Advising
  • Start Your Business Exit
  • Schedule with DSA
  • Business Valuation
  • DSA Advisory Insights
  • Join DSA
  • FAQs
  • Contact Us

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