A Broker, an M&A Advisor, or Neither Yet

A Broker, an M&A Advisor, or Neither Yet — owner strategy.

Hire the intermediary after you know a transaction should happen, and after you know what kind of process the company can support. The label on the helper is the third question. Owners often start there because someone asked them to sign a listing agreement, or because a friend used a broker, or because a banker called. That is how you pay for a process that does not match the buyer who can actually close.

This page is a fit test for a company in the $2M to $20M revenue band. It is not a brokerage. It is not a second sell-side offer. The offer, if one fits, already lives on Work With Me.

A transaction first. A helper second.

If you are still asking whether to keep the company, grow it, finance it, bring in a partner, or sell it, you do not have an intermediary problem. You have a decision. Make it on should I sell my business or keep it. The same fork is the Business Optionality Assessment.

Come back here when a sale, a recap, or a real transition is the path you have chosen. Not when you are curious what a broker charges.

Who can buy a company this size, and can they close

At this revenue the buyer might be an individual using an SBA loan, a strategic, or a fund. There is no honest cutoff that assigns every smaller company to a listing broker and every larger company to an investment bank. Transferability and process complexity decide it.

An individual buyer, including an owner-operator or a searcher, often needs a lender. In a lot of these deals that lender is an SBA 7(a) acquisition shop. The price then has to survive underwriting, not just a conversation. Seller cash at close, buyer cash, and a note you might be asked to carry are part of whether that buyer can close. If that is the likely buyer, read what the note does to your proceeds before you pick a helper to go find more of those buyers. The buyer criteria from the seller’s side are already in what buyers look for in a company this size.

A strategic buyer is a competitor or an adjacent company. The process is a smaller set of real conversations, with synergy, people, and fit in the price. A wide listing can be the wrong tool. You may be showing the company to the market in order to reach two buyers you could have called.

A private-equity buyer, or a fund-backed platform, brings a different file: quality of earnings, a management story that survives the owner, and a structure that may include cash, a rollover, and terms you will live with after closing. The decision of whether you should sell to that buyer at all is not this page. It is the operator story about private equity, capital, and control, and behind that the keep-or-sell decision.

Process complexity follows the buyer and the company. One individual, a clean file, and a lender is a contained process. Several strategics, or a fund that will rewrite the structure twice, is not. A company that still depends on the owner is a hard process for every one of those buyers. The intermediary cannot paper over that. If you need the test, it is owner dependence.

A listing broker and a sell-side mandate are different jobs

A listing broker’s job is to take a company to market, usually through a confidential listing and a network of buyers who look at listed businesses, and to work that inquiry toward a close. For the right company and the right buyer, that is the correct job. An individual buyer who needs a lender, a local strategic, a successor who is already in sight: a disciplined listing can be enough.

A sell-side M&A advisor’s job is the mandate around the sale. Who the buyer universe actually is. How the company is positioned. What gets said, and when. Which structure survives the buyer you want. Coordination from the decision to go to market through the plan you agreed to run. On Work With Me, that section already describes the work as readiness, positioning, buyer strategy, and process coordination, from deciding whether to sell through executing the agreed plan. This article does not add a second description of that offer. It tells you when that offer is the fit.

The title matters less than the process the company actually needs. Some businesses in this range warrant an investment-banking process. Many do not. A competitive set of funds, a complicated structure, more than one entity, a shareholder group that will not survive a handshake: that is a process question. It is not a reason to collect a title.

Who should hire neither yet

Hire neither if you have not decided to transact. Hire neither if the company cannot transfer and you are hoping a process will hide that. Hire neither if the only buyer is a son, a general manager, or one competitor, and what you need is a structure and a negotiation, not a market. Hire neither if you are shopping a fee table before you know which job you are buying. A helper does not decide the outcome, and a listing does not make an untransferable company transferable.

Decision work comes before a mandate when the question is still the outcome, the structure, or whether this buyer is the buyer. That work is not a listing.

Fees belong in the engagement

WCG publishes starting points on Work With Me. Read the current economics there. They are starting points, not a market study, and this article does not estimate what a broker, a banker, or a competitor charges.

Transaction economics belong in the written engagement agreement. Understand the tail, the fee base, and the treatment of deferred consideration before you sign. A note, an earnout, or equity you roll forward can be part of the price you wait for. The letter is where you learn whether the fee waits with you. Take it to your own counsel. I am not your lawyer, and this page is not that opinion.

After the fit test

If you are not ready to transact, go back to the decision or take the assessment.

If the fit is a sell-side mandate, the commercial page is Sell-Side Mandates. That section is the qualification. This article is not a booking form.

If the fit is decision work before any mandate, use the starting points on Work With Me. The inquiry, when you are ready to have it, is already on that page.

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