Our process
How we sell a business
Nine steps from the first conversation to the day ownership changes hands. Here’s what happens at each one, and what we’ll need from you.
The nine steps
- Step 1
First conversation
A confidential talk about what you want: your timing, your hopes for the price, and what you’d like your role to be after the sale.
What happens
We listen first, then give you a realistic view of your options, from selling soon to preparing over a year or two.
What we need from you
Nothing in advance. If you have recent financial statements, they help, but they aren’t required.
- Step 2
Business review
A close look at the finances, the customers, the people and how the business runs day to day.
What happens
We go through several years of financial statements, the customer list, staff and management, and the business’s place in its market.
What we need from you
Financial statements, tax returns and honest answers about the strengths and the weak spots.
- Step 3
Valuation and positioning
Working out a realistic value range, and how to explain the business to buyers.
What happens
We adjust your earnings the way buyers will, compare the business with similar sales and agree a value range and pricing approach with you.
What we need from you
Review the adjustments with us and agree how the business will be presented.
- Step 4
Marketing materials
A short anonymous summary (a teaser) and a detailed confidential information memorandum.
What happens
The teaser goes to potential buyers without naming the business. The memorandum, with full details, is shared only after a buyer is screened and has signed a non-disclosure agreement.
What we need from you
Check everything for accuracy and approve it before it goes out.
- Step 5
Buyer outreach
Approaching suitable buyers confidentially.
What happens
We contact a list of likely buyers, including competitors, larger companies and investors where appropriate, and aim to have several talking to us at the same time.
What we need from you
Approve the buyer list, and tell us anyone who must not be contacted.
- Step 6
Buyer screening
Checking that buyers can afford the business and are a sensible fit, before they see details.
What happens
We confirm each buyer’s ability to pay and their reasons for buying before confidential information is shared.
What we need from you
Meet the serious buyers, often away from the business to keep things confidential.
- Step 7
Offers and deal terms
Comparing letters of intent and agreeing the main terms with the preferred buyer.
What happens
We compare offers on price, how the price is paid, financing, conditions and how likely each buyer is to close, and negotiate the letter of intent.
What we need from you
Decide which offer to accept, with input from your accountant and lawyer.
- Step 8
Due diligence
The buyer checks everything before committing.
What happens
We organize the documents in a secure online data room, track the buyer’s requests and keep the review moving.
What we need from you
Answer requests promptly, and keep the business running well. Results during this period matter.
- Step 9
Closing and handover
The purchase agreement is signed and ownership changes hands.
What happens
We work with the lawyers on the final agreement and closing conditions, then help plan the handover to the new owner.
What we need from you
Sign the agreement and help introduce the new owner to employees, customers and suppliers.
Throughout the process
Confidentiality
Buyers see an anonymous summary first, are screened, and sign a non-disclosure agreement before they get details. We plan with you when and how to tell employees and customers. No process can remove every risk, but this reduces it a great deal.
You stay in control
Nothing is sent to a buyer without your approval, and every decision about price, terms and timing is yours.
Working with your advisors
We coordinate with your accountant, tax advisor and lawyer throughout, so their advice is part of the deal from the start rather than a last-minute review.
How long it takes
Usually many months. Some sales take a year or more.
The timing depends on the size and complexity of the business, how prepared it is, the market and how the buyer is financing the purchase. We’ll give you a realistic timeline once we understand your business.
Kingston team prepared strong financial normalization analyses and implemented an effective screening process for prospective buyers. We were pleased with the buyer they introduced, and confidentiality was maintained throughout the year-and-a-half process. Protecting the company’s confidentiality was extremely important to us.
Questions about the process
All FAQsWhat happens in a first conversation?
We ask about the business, how it has performed, what role you play in it and what you would like to achieve. If you have recent financial statements we may look at them together, but you don’t need to send anything in advance.
By the end you should have a better sense of how buyers might see your company, what affects its value and what a sale process would involve. There is no obligation and nothing to sign.
What happens after I accept an offer?
Most offers are set out first in a letter of intent (LOI), a document that records the price and main terms and usually gives the buyer a period of exclusivity. The buyer then completes due diligence while lawyers prepare the purchase agreement. Once the agreement is signed and its conditions, such as financing, are met, the transaction closes and ownership changes hands.
What should I prepare for a buyer’s due diligence?
Due diligence is the buyer’s detailed check of the business after an offer has been accepted. Expect requests for several years of financial statements and tax filings, customer and supplier contracts, leases, employee information, corporate records and details of equipment and assets.
Having these organized before you go to market shortens the process and avoids the delays and price renegotiations that often come from surprises late in a deal.
What will I need to do during the sale?
The most important thing is to keep running the business well. Buyers and lenders watch current results, customer relationships, employees and day-to-day stability closely.
You will also need to provide accurate information, respond to reasonable due-diligence requests, keep the process confidential and be available for key meetings. We handle the preparation, buyer outreach, screening, negotiations and coordination so that you can stay focused on the company.
Confidential conversation
Thinking about selling, now or in a few years?
Start with a confidential conversation. You don’t have to be ready to sell. We can help you understand what your business might be worth and what your options are.