Every question business owners ask us — answered.

Selling a business begins with a confidential discovery conversation to understand your goals, timeline, and what a successful outcome looks like for you. From there, we prepare a professional valuation, create a confidential information memorandum, and approach a targeted list of qualified buyers — strategic acquirers, private equity groups, and family offices. We manage all negotiations, letters of intent, due diligence, and closing. At Dundee M&A, we also help you plan for what comes after the sale — family wealth, philanthropy, and next generation stewardship.

Most business sales take between six months and one year from the time you formally go to market to closing day. However, the most important preparation — addressing value gaps, normalizing your financials, aligning on goals, and getting your legal and tax structure right — should begin one to three years before you plan to sell. Business owners who prepare early consistently achieve higher valuations and smoother closings.

A letter of intent (LOI) is a non-binding document that outlines the key terms of a proposed acquisition — including the purchase price, deal structure, exclusivity period, and major conditions. Once an LOI is signed, the buyer enters a period of exclusive due diligence. Negotiating the right LOI terms is critical, because many of the deal points established at the LOI stage carry through to the final purchase agreement. We guide every client through this negotiation carefully.

Due diligence is the process by which a buyer verifies everything about your business before finalizing the purchase. Buyers will review five or more years of financial statements, tax returns, customer contracts, employee agreements, leases, intellectual property, legal matters, and operational processes. Surprises discovered during due diligence become negotiating leverage — often resulting in price reductions or holdbacks. Preparing a clean, organized data room before going to market is one of the most impactful things you can do to protect your valuation.

In an asset sale, the buyer purchases specific assets of your business — equipment, inventory, customer contracts, intellectual property — but not the legal entity itself. In a stock sale, the buyer purchases your ownership shares and assumes the entire legal entity, including its liabilities. Buyers typically prefer asset sales because they receive a stepped-up tax basis and limit inherited liabilities. Sellers often prefer stock sales because the proceeds are typically taxed at lower capital gains rates. The structure of your transaction has major tax implications and should be planned carefully well before going to market.

An earnout is a deal structure where a portion of the purchase price is paid after closing, contingent on the business achieving certain performance milestones — typically revenue or EBITDA targets. Earnouts are common when there is a gap between what a seller believes the business is worth and what a buyer is willing to pay at closing. While earnouts can bridge valuation gaps, they carry risk — the targets may be difficult to achieve post-sale, especially if the buyer changes the direction of the business. We help you evaluate earnout structures carefully and negotiate terms that protect your interests.

Seller financing means you agree to receive a portion of the purchase price over time, rather than all at closing — effectively lending money to the buyer. It is sometimes requested by buyers who cannot finance the full purchase price through traditional lenders. While seller financing can help get a deal done and may improve your overall tax outcome, it carries risk — if the buyer struggles post-closing, your payments may be at risk. We help you evaluate when seller financing makes sense and how to structure it to protect your interests.

Strategic buyers — companies that operate in your industry and want to acquire your business for operational synergies — often pay the highest prices because they can realize value that a financial buyer cannot. Private equity firms buy businesses as investments and typically look to grow them and sell them again in five to seven years. Each type of buyer has different motivations, timelines, and implications for your employees, your legacy, and your ongoing involvement post-sale. The right buyer depends on your goals — not just the price. We create competitive processes that include both types so you can evaluate real options.

A qualified buyer has the financial capacity to complete the transaction, the operational experience to run the business post-closing, and a credible strategic rationale for the acquisition. Vetting buyers carefully before sharing confidential information is one of the most important things we do. We evaluate buyers' financial backing, prior acquisition history, industry experience, and cultural fit — because the wrong buyer can derail a deal in due diligence or fail to close at all.

Business valuation is based primarily on your normalized EBITDA (earnings before interest, taxes, depreciation, and amortization), multiplied by an industry-appropriate multiple. However, buyers recast your financials before applying any multiple — normalizing owner compensation, removing one-time expenses, and adjusting for items that would not transfer to a new owner. Other factors that influence valuation include revenue growth trends, customer concentration, recurring revenue, the strength of your management team, and the overall quality and cleanliness of your financial reporting.

EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It is the primary metric buyers use to assess the cash-generating profitability of a business, independent of how it is financed or how its owner makes accounting decisions. Most business valuations in the lower and middle market are expressed as a multiple of EBITDA — for example, 5x or 7x EBITDA. Understanding your true, normalized EBITDA — and how a buyer will calculate it — is one of the most important things you can do before going to market.

Normalized or recasted EBITDA is your reported earnings adjusted to reflect the true, ongoing profitability of the business as it would perform under new ownership. Common adjustments include replacing above-market owner compensation with a market-rate salary for a replacement CEO, removing personal expenses run through the business, eliminating one-time costs or revenues, and adjusting for any related-party transactions. Buyers will perform this analysis themselves — having a clean, well-documented normalization prepared in advance puts you in a much stronger negotiating position.

Valuation multiples vary significantly by industry, business size, growth rate, profitability, and current market conditions. As a general range, profitable businesses in the lower middle market typically sell for between 4x and 8x EBITDA, though technology, software, and high-growth businesses can command significantly higher multiples. The best way to understand what your business might be worth is to have a professional valuation conducted before going to market — which is one of the first things we do with every client.

Several factors consistently command valuation premiums:

Strong, consistent revenue and EBITDA growth over three or more years. Recurring or contracted revenue rather than transactional. A diversified customer base with no single customer representing more than 20% of revenue. A strong management team that can operate independently of the owner. Clean, audited or reviewed financial statements. Proprietary products, processes, or intellectual property. A clear story of future growth opportunity. Businesses that check these boxes attract more buyers, generate more competitive tension, and command higher multiples.

The most impactful things you can do to maximize value are: start early — ideally two to three years before you want to sell; get your financials in order and work with a CPA to clean up your books; reduce customer concentration by diversifying your revenue base; build a management team that can run the business without you; document your key processes and relationships; address any legal, environmental, or operational issues that a buyer would discover in due diligence; and develop a clear growth narrative that shows buyers where the business is headed. We help owners work through all of these in our Strategic Consulting engagements.

Confidentiality is built into every step of our process. We never identify your business by name in initial outreach to buyers. All prospective buyers must execute a non-disclosure agreement before receiving any identifying information. Our outreach is targeted and selective — not broadcast — so the number of people who know your business is for sale is kept to an absolute minimum. We help you manage communication with employees, customers, vendors, and lenders throughout the process to protect your business relationships and competitive position.

In most transactions, employees should not be informed that the business is for sale until after a deal has been signed and is close to closing — or until it is announced as a completed transaction. Premature disclosure can cause key employees to explore other opportunities, disrupt operations, and damage the business's value before closing. We help you plan your employee communication strategy as part of our overall engagement, including how to retain and incentivize key people through the transition.

The right time to sell is when your business is performing well — not when you are exhausted, facing declining revenues, or under financial pressure. Buyers pay premiums for businesses with strong, consistent performance and a clear growth story. If you are thinking about selling in the next three to five years, now is the right time to start the conversation. The preparation phase is where most of the value is created, and it takes time. At Dundee M&A, we work with owners years before they plan to sell, helping them build toward the best possible outcome.

Deals fall through for many reasons — failed financing, due diligence discoveries, disagreements on representations and warranties, or simply a change in the buyer's circumstances. When this happens, we move quickly to approach the next qualified buyer on our list. Because we run a competitive process — approaching multiple qualified buyers simultaneously — we are rarely in a position where a failed deal means starting from scratch. The confidentiality protections we put in place also mean that a failed process rarely becomes public knowledge.

Approaching competitors as potential buyers is sometimes appropriate — they may pay the highest price because they see the most synergies. However, it also carries risks: a competitor who learns your business is for sale could use that information competitively, poach your customers or employees, or make a low offer simply to gain access to your proprietary information. We evaluate whether and how to approach competitors on a case-by-case basis, and we always put strong confidentiality protections in place before any information is shared.

The closing is not the finish line — it is the starting gun for the next chapter of your life. Many business owners experience a period of disorientation after a sale, even a wildly successful one. Questions about identity, purpose, and what comes next are real and common. Through the Dundee family of companies — including Dundee Family Office and Dundee Wealth Management — we help owners navigate wealth planning, tax strategy, philanthropy, estate planning, and next generation stewardship after the transaction is complete. We start those conversations on day one, not after the wire clears.

Tax planning for a business sale should begin at least one to two years before you go to market. The structure of the transaction — asset sale vs. stock sale, installment sale, charitable giving strategies, qualified opportunity zone investments, and how you invest the proceeds — all have major tax implications. Waiting until after the deal is signed to think about taxes is one of the most expensive mistakes business owners make. Our team integrates M&A advisory with tax strategy to help you keep more of what you earn from a lifetime of work.

A family office is a private wealth management structure that handles the financial, tax, estate, and investment needs of a high-net-worth family in a coordinated, comprehensive way. After a business sale, many owners find that their financial complexity increases dramatically — suddenly managing significant liquid wealth, philanthropic goals, family dynamics, and multi-generational planning all at once. Dundee Family Office provides family office services for business owners navigating this transition, helping ensure the wealth you built continues to work for your family for generations.

Next generation stewardship refers to the intentional process of preparing the next generation of your family to receive, manage, and grow the wealth created by a business sale. This includes financial education, values conversations, estate planning, governance structures, and philanthropy — not just transferring assets, but transferring the wisdom and intentionality that created them. At Dundee M&A, we believe the real work begins after the closing, and we support families through this process through our Dundee Family Office.

Investing the proceeds from a business sale is a fundamentally different challenge than managing a business. Most business owners have the majority of their net worth tied up in a single, illiquid asset — their company. After a sale, the challenge becomes deploying that capital in a diversified, tax-efficient way that supports your lifestyle, your goals, and your legacy. Dundee Wealth Management works with business owners to build investment strategies tailored to this transition — one that accounts for your tax situation, your timeline, your risk tolerance, and what you want your wealth to accomplish.

Selling a business is one of the most emotionally complex things a person can do. For most founders, their business is their identity — the place their relationships, their purpose, and their daily structure live. The period immediately following a sale, even a wildly successful one, is often disorienting. Feelings of grief, loss, and uncertainty are normal and common. The owners who navigate this best are those who started thinking about the question — who am I outside of this company? — long before closing day. We start that conversation early, because we have sat where you are sitting, and we know what nobody warned us about.

Yes. Dundee M&A is headquartered in Omaha, Nebraska, and we work extensively with business owners across the state — including Omaha, Lincoln, Grand Island, Kearney, Norfolk, North Platte, Bellevue, Fremont, Hastings, Columbus, Scottsbluff, and throughout rural Nebraska. We understand the unique characteristics of Nebraska's business community, including its strong manufacturing, agriculture, healthcare, professional services, financial services, and distribution sectors.

Yes. We regularly work with business owners in Iowa, including Des Moines, Cedar Rapids, Davenport, Iowa City, Sioux City, Waterloo, Dubuque, Ames, Council Bluffs, and surrounding communities. Iowa's strong agricultural, manufacturing, financial services, insurance, and technology sectors are well-represented in our client base. Iowa business owners benefit from our deep Midwest buyer network and our experience with the region's unique business environment.

Yes. We work with business owners across Kansas, including Wichita, Overland Park, Kansas City, Topeka, Olathe, Lawrence, Manhattan, Salina, Hutchinson, and Lenexa. Kansas has a diverse business economy including aviation and aerospace, agriculture, manufacturing, healthcare, technology, and professional services — all sectors where we have deep experience and established buyer relationships.

Yes. We advise business owners throughout Missouri, including Kansas City, St. Louis, Springfield, Columbia, Independence, Lee's Summit, O'Fallon, St. Joseph, and the broader Missouri business community. Missouri's strong logistics, healthcare, financial services, manufacturing, and agriculture base makes it one of the most active M&A markets in the Midwest, and we are active participants in that market.

Yes. We work with business owners in Minnesota, including Minneapolis, St. Paul, Rochester, Duluth, Bloomington, Plymouth, Brooklyn Park, and throughout the Twin Cities metro and greater Minnesota. Minnesota has a robust economy with strong healthcare, technology, financial services, manufacturing, and food and agriculture sectors.

Yes. We work with business owners in Colorado, including Denver, Colorado Springs, Aurora, Fort Collins, Boulder, Lakewood, Pueblo, and across the Front Range and mountain communities. Colorado's growing economy — particularly in technology, healthcare, energy, and professional services — makes it an increasingly active M&A market, and we bring a strong buyer network to Colorado business owners looking to explore their options.

Yes. While we are headquartered in Omaha, Nebraska, we work with business owners throughout the Midwest and beyond — including South Dakota, North Dakota, Wisconsin, Illinois, Indiana, Michigan, Ohio, Wyoming, Montana, and across the country. Our buyer network is national and international, which means regardless of where your business is located, we bring qualified buyers to you from across the country and around the world. Geography is rarely a limiting factor in the markets we serve.

Business brokers typically handle a high volume of smaller transactions and focus primarily on the mechanics of the deal. Dundee M&A is a boutique advisory firm that gets involved before the transaction — often years before — helping owners prepare, plan, and position their business for the best possible outcome. Every engagement is senior-led. We fight for the highest valuation, manage a competitive buyer process, and care about what happens to you after the wire clears — not just whether a deal gets done. We also offer a fully integrated family of services — including family office, wealth management, and accounting — so your entire transition is coordinated, not fragmented.

Our fee structure is success-based, meaning we earn our primary compensation when your deal closes successfully. We align our incentives with yours — we only win when you win. Specific fee arrangements are discussed during our initial confidential conversation and are tailored to the size and complexity of your transaction. We are transparent about our fees from the first conversation.

Dundee M&A works with business owners across a wide range of industries and company sizes. We are a boutique firm, which means we take on a select number of engagements at any given time so every client receives our full attention, full network, and full commitment. The right fit is less about size and more about whether we can add real, meaningful value to your outcome.

Dundee Family Office is the family office practice within the Dundee family of companies. It provides comprehensive wealth management, tax strategy, estate planning, philanthropy, and next generation planning services for business owners and families navigating significant wealth transitions — including the period following a business sale. The goal is to ensure that the wealth you built over a lifetime continues to work for your family for generations to come.

The first step is a confidential conversation — no commitment, no pressure, just a candid discussion about your situation, your goals, and whether Dundee M&A is the right fit for you. You can reach us at info@dundeema.com or by filling out the contact form on our website. Every conversation is completely confidential.

Sell-side M&A advisory means we represent you — the business owner — in the sale of your company. We manage the entire process on your behalf: business valuation, buyer identification and outreach, marketing materials, negotiations, due diligence management, and closing. Our job is to maximize your outcome while protecting your confidentiality and your interests at every stage of the transaction.