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Selling Your Business

Frequently Asked Questions

Answers to the questions business owners ask most often about selling a business. Every sale is different, so these are summaries. For your specific situation, let's have a confidential conversation.

Getting Started

How do I know if my business is ready to sell?

A successful sale requires three things to align: the timing of the market, the readiness of the business, and the timing for you personally.

Whether your business is ready to sell is not something a checklist can determine. It requires a closer look at the operation, the financials, and your goals. We assess what makes the business attractive to buyers, what they are likely to scrutinize, and which issues could become obstacles in a transaction.

From there, we can determine whether now is the right time to go to market or whether there are specific areas worth addressing first.

How early should I start preparing to sell my business?

Ideally, several years before you plan to sell. Preparation is where value and leverage are built: clean financials, documented processes, reduced owner dependency, and clear answers to the questions buyers will eventually ask.

Buyer demand may be strong, but buyers are selective, sophisticated, and highly focused on risk. Even if a sale is still several years away, an early conversation can help you make decisions now that strengthen the business and protect its value later.

What if I need to sell my business sooner than planned?

Sometimes the timing is not ideal. A health issue, family situation, partner dispute, burnout, or another unexpected event can accelerate the decision to sell.

We know how to approach such a situation. The priority is to assess the business as it stands today, identify the value and build a clear, supportable case and justification for that value.

A disciplined process still matters. We know how to manage an accelerated sale while protecting value, anticipating buyer concerns, and keeping the transaction moving toward a successful close.

Is now a good time to sell my business?

In many segments, buyer demand is strong. Depending on your industry, location, size, and financial performance, a well-positioned business can attract significant interest.

But a strong market does not mean buyers will pay any price. Today’s buyers are informed, selective, and highly focused on risk. The right time to sell depends on three things aligning: the market, the readiness of your business, and your personal goals.

We help you evaluate all three so you can make the decision based on facts rather than timing alone.

Value

How much is my business worth?

A business is worth what we can support and persuade a qualified buyer to accept as a fair price for the opportunity.

Our job is to identify the value drivers, understand the risks, and present the business in a way that allows a buyer to justify the price to themselves. The buyer has to believe the earnings are sustainable, the risks are manageable, and the return makes sense.

Normalized earnings, transferability, customer concentration, financial reporting, and deal structure all influence that assessment. Industry multiples can provide context, but they do not determine value on their own.

We assess the value of your business and build the case that supports it in the market.

What are EBITDA and Seller’s Discretionary Earnings, and why do they matter?

Both are measures of the earnings generated by a business, but they are used in different situations.

Seller’s Discretionary Earnings, or SDE, is commonly used for smaller, owner-operated businesses and reflects the financial benefit available to a single owner-operator. EBITDA is more common for larger businesses with management in place and measures operating earnings before interest, taxes, depreciation, and amortization.

Neither number determines value on its own. What matters is how sustainable and transferable those earnings are, and how much confidence a buyer has that they will continue after the sale.

We determine which earnings measure is most appropriate for your business and present it in a way that supports the value of the opportunity.

What are add-backs, and how do they affect my price?

Add-backs are expenses that reduce reported profit but are not expected to continue for a new owner. Common examples include certain owner benefits, personal expenses run through the business, or one-time costs.

Because add-backs increase normalized earnings, they can have a meaningful impact on value. But buyers and lenders will only accept them if they are reasonable, clearly documented, and supportable.

Every dollar of add-back that cannot be justified can reduce the value of the business by several dollars, depending on the multiple being applied. We review add-backs carefully and help present them in a way that can withstand buyer and lender scrutiny.

The Process

How long does it take to sell a business?

Selling a business takes about nine months on average, but there is a wide range. We have closed transactions in as little as three months, while others have taken more than 18 months.

The process starts with preparation: organizing the financial and operational information, positioning the business, and preparing it for buyers. Once we go to market, we need to attract buyers, speak with them, answer questions, and narrow the field to serious candidates. Each buyer has to move from initial curiosity to enough confidence to make an offer and ultimately commit to the acquisition.

Once an offer is accepted, due diligence typically takes at least 45 days. If SBA 7(a) financing is involved, the lender will also influence the timeline, often requiring 60 to 90 days to complete the financing process.

No two business sales are the same. We set expectations and manage the timeline based on the specific business, buyer, financing structure, and circumstances of the transaction. That is also why we encourage owners to start the conversation well before they need to sell.

What is an SBA 7(a) loan, and how does it work in a business sale?

An SBA 7(a) loan is a bank loan backed in part by the U.S. Small Business Administration. It is one of the most common ways buyers finance the acquisition of a privately held small business. The SBA does not lend the money directly; the buyer works with a participating lender, and the SBA guarantees a portion of the loan. SBA 7(a) loans can be used for complete or partial changes of ownership, with loan amounts up to $5 million.

For many business acquisitions, a buyer may be able to purchase the business with as little as 10% equity and finance the balance over a term of up to 10 years, subject to lender and SBA requirements.

For a seller, this matters because the lender will closely review the business’s financial performance, cash flow, tax returns, deal structure, and the buyer’s ability to repay the loan. A business may look attractive on paper, but if the cash flow does not support the debt, financing can become a hurdle.

We consider financeability early in the process because a price that cannot be supported by the business’s earnings is much harder to turn into a successful transaction.

What is seller financing, and how does it work in a business sale?

Seller financing means that the seller agrees to finance a portion of the purchase price rather than receiving the entire amount at closing. The buyer repays that amount over time according to agreed terms.

Seller financing is always subject to negotiation. The amount, interest rate, repayment schedule, term, and any period of deferred payments can all vary depending on the transaction.

We generally recommend that seller financing be documented with a promissory note and supported by a personal guarantee from the buyer.

In transactions involving SBA financing, the lender may prefer or require some level of seller financing, and there may also be specific requirements regarding when repayment can begin or how the note is structured.

We discuss these possibilities with every seller in advance so they understand the potential structures before going to market. Once offers are received, we evaluate the exact terms and what they mean for the seller in that particular transaction.

What happens after a Letter of Intent is signed?

A signed Letter of Intent is an important milestone, but it is not the finish line. This is when due diligence begins and the buyer takes a much deeper look at the financials, contracts, customers, operations, and any risks identified during the process.

This is also where buyers may try to revisit price or terms if new issues emerge. That is why preparation before going to market matters so much. The fewer surprises there are, the stronger your position remains.

We manage the due diligence process closely, anticipate the questions buyers and lenders are likely to raise, and keep the transaction moving toward closing.

How do you keep the sale confidential?

Confidentiality is built into every stage of our process.

We start with a short teaser that is designed to generate interest without revealing the identity of the business. Depending on the industry and circumstances, we may also limit details such as the exact location or even the specific type of business if those details could identify the company.

When a buyer asks for more information, I speak with them first. We confirm that they are a credible buyer, understand their financial capacity, where they are in their search, and whether their background and experience make sense for the opportunity. We also make clear that they may not contact the business, employees, customers, or other parties connected to the company.

Only buyers who pass that initial screening and sign a Non-Disclosure Agreement receive the Confidential Information Memorandum.

We also work with the seller on how to maintain confidentiality internally, including what to tell employees, how to respond if questions arise, and how to handle situations where customers, vendors, or others may become aware that something is changing.

These are the core steps. The level of confidentiality and the process around it are adjusted to the specific needs of each client and transaction.

How do you screen buyers before I meet them?

Before a buyer meets you, I want to know that they are serious, financially capable, and sufficiently informed about the opportunity.

We ask for an indication of interest, proof of financial capacity, and clarity around expected price range, terms, timing, transition, and any seller financing assumptions. If financing is involved, a generic pre-approval is not enough. We want confidence that the lender understands the specific business and supports the buyer’s ability to pursue the transaction.

Only buyers who meet our standards move forward to a conversation with you, so your time is protected and the process remains focused.

I get letters from buyers who want to buy my business all the time. Why should I hire a Business Broker?

Those letters show interest, but they do not tell you whether the buyer is qualified, whether the price will be acceptable, or whether the transaction is likely to close.

Once you engage with a buyer, the process quickly becomes time-consuming. They will ask questions, request financial information and documentation, and may spend weeks evaluating the business only to make an unattractive offer or decide not to proceed. If you engage with several buyers at once, you are suddenly managing multiple conversations and negotiations while still trying to run your business.

That is our job. In a typical sale process, we may communicate with 40 prospective buyers, and for particularly attractive businesses that number can reach into the hundreds. We manage that pipeline, answer initial questions, provide information, screen buyers, and narrow the field to the serious candidates who deserve your time.

The goal is not simply to find someone interested in buying your business. It is to manage the process toward a closing with the strongest possible outcome.

Working with Sierra Bay Partners

Why work with a Business Broker instead of selling on my own?

Selling a business is a full-time process layered on top of running the business itself. It requires preparation, buyer outreach, screening, negotiation, due diligence, and constant follow-up.

To achieve the best possible price and terms, you need to reach and engage with a broad pool of buyers. One interested buyer gives you an offer. Multiple qualified buyers give you competition and leverage.

A Business Broker manages that process for you. We protect confidentiality, position the business so buyers understand its value, reach and communicate with a large number of prospective buyers, manage the buyer pipeline, negotiate on your behalf, and keep the transaction moving through due diligence and closing.

The goal is not simply to find a buyer. It is to run a disciplined process that creates competition and protects your time, your leverage, and the value of the business.

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