// M&A ADVISORY
Your business took years to build.
Selling it deserves a process built around you.
For most business owners, selling a company isn’t simply another transaction.
It may represent decades of work, personal risk, relationships, employees, family wealth, and a significant portion of what you’ve built financially.
And while most owners will only sell a business once, the buyers sitting across the table may evaluate and acquire companies for a living.
That experience gap matters.
H2 Advisors helps owners prepare for and execute the sale of privately held businesses — from the first conversation about timing and value through buyer outreach, negotiation, due diligence, and closing.
Our M&A professionals work alongside H2’s Business Valuation, Tax, Accounting, Fractional CFO, and Business Consulting teams to help owners understand not only what a buyer may pay, but the structure, financial implications, risks, and decisions that shape the ultimate outcome.
Because a successful transaction isn’t just about getting an offer.
It’s about creating options, understanding the tradeoffs, and running a process designed around what matters to you.
// MOST OWNERS SELL ONCE
Buyers do this for a living.
Private equity firms, strategic acquirers, family offices, independent sponsors, and experienced corporate buyers understand how transactions work.
They know what information to request.
They know how to evaluate risk.
They know where value can be negotiated.
They know how to structure a Letter of Intent.
They know what to look for during due diligence.
And they know where opportunities may exist to improve the economics of a transaction after an initial offer has been made.
The owner needs experienced representation on their side of the table too.
H2 helps owners navigate questions such as:
- What is my business worth?
- Is now the right time to sell?
- What needs to improve before going to market?
- Who are the most likely buyers?
- Should we approach private equity, strategic buyers, or both?
- How much should I expect in cash at closing?
- Should I retain equity?
- Should I consider an earnout?
- How will the transaction be taxed?
- What working capital will I need to leave behind?
- What happens to the real estate?
- How long will I need to remain with the company?
- What happens if a buyer tries to change the deal during diligence?
- How do I compare two offers with very different structures?
- What does the transaction actually mean for me after taxes and fees?
These aren’t decisions that should be evaluated one at a time.
The purchase price, transaction structure, taxes, risk, timing, and owner’s objectives all need to be considered together.
// PREPARE BEFORE YOU GO TO MARKET
The best sale processes begin before buyers see the business.
Going to market before a company is ready can create unnecessary risk.
Financial questions emerge during diligence.
Customer concentration becomes more significant.
Owner dependency becomes obvious.
Unusual expenses need to be explained.
Growth opportunities haven’t been clearly articulated.
Financial reporting isn’t organized the way buyers expect to see it.
Issues that could have been addressed months earlier suddenly become negotiation points.
Preparation gives the owner more control.
H2 helps evaluate the business before the sale process begins and identify the financial, operational, and transaction issues most likely to matter to buyers.
That may include:
- Business Valuation
- Historical financial performance
- Normalized EBITDA
- Owner and related-party expenses
- Quality of financial reporting
- Revenue and margin trends
- Customer concentration
- Vendor concentration
- Recurring revenue
- Working capital
- Capital expenditures
- Owner dependency
- Management depth
- Employee considerations
- Systems and processes
- Growth opportunities
- Tax considerations
- Transaction structure
- Real estate
- Due diligence readiness
Not every issue needs to be fixed before a business can be sold.
But owners should understand the issues before buyers find them.
Know what buyers will see before they see it.
// UNDERSTANDING VALUE
What is the business worth — and what will the market pay?
Those aren’t always the same question.
Business Valuation provides an analytical framework for understanding value.
A sale process introduces another variable:
The market.
Different buyers may view the same business differently.
A strategic buyer may see opportunities another buyer does not.
A private equity firm may place greater value on management depth, recurring revenue, growth opportunities, or the ability to make additional acquisitions.
Another buyer may perceive greater risk because of customer concentration, owner dependency, capital requirements, or industry exposure.
Understanding value before going to market helps owners evaluate expectations, potential buyers, deal structures, and offers from a more informed position.
H2’s Business Valuation professionals are Certified Valuation Analysts (CVAs) through the National Association of Certified Valuators and Analysts (NACVA).
But valuation is only the beginning.
The objective of a well-run M&A process is to position the business effectively, identify the buyers most likely to value it, and create a competitive environment in which the market can respond.
// POSITIONING THE BUSINESS
Buyers aren’t simply buying historical earnings.
They’re buying what they believe the business can produce in the future.
That makes the story behind the numbers important.
- Why has the business been successful?
- What differentiates it?
- Where is growth coming from?
- How sustainable are the earnings?
- What makes customers stay?
- What would allow the business to scale?
- Where could a new owner create additional value?
- Why is the company attractive now?
// POSITIONING THE BUSINESS
H2 works with the owner and management team to develop the financial and strategic narrative behind the business.
That process may include:
- Historical financial analysis
- Normalized earnings
- Financial trends
- Growth drivers
- Market positioning
- Customer characteristics
- Competitive advantages
- Management team
- Operations
- Expansion opportunities
- Acquisition opportunities
- Margin improvement opportunities
- Industry dynamics
- Investment considerations
The goal isn’t to manufacture a story around the business.
It’s to clearly communicate what has already been built and where the opportunity may exist for the next owner.
// THE SELL-SIDE PROCESS
A transaction is not one negotiation. It’s a process.
Running that process well can influence buyer interest, competitive tension, deal structure, execution risk, and the owner’s ultimate outcome.
// 01 / DEFINE THE OBJECTIVES
What does a successful transaction look like?
Before approaching buyers, we work with the owner to understand the objectives behind the transaction.
That may include:
- Timing
- Valuation expectations
- Cash at closing
- Rollover equity
- Continued involvement
- Management transition
- Employee considerations
- Real estate
- Tax objectives
- Legacy
- Confidentiality
- Personal financial goals
The highest headline price isn’t always the best transaction.
The right outcome depends on what matters to the owner.
// 02 / PREPARE THE BUSINESS
Understand what buyers will see.
We analyze the business, financial information, value drivers, risks, and potential diligence issues before going to market.
Where appropriate, we work with H2’s Accounting, Tax, Fractional CFO, Business Consulting, and Business Valuation teams to address issues before they become transaction problems.
// 03 / POSITION THE OPPORTUNITY
Tell the business story clearly.
We develop the materials necessary to present the company to prospective buyers.
Depending on the transaction, that may include:
- Confidential teaser
- Confidential Information Memorandum
- Historical financial information
- Adjusted EBITDA analysis
- Financial schedules
- Growth analysis
- Management information
- Industry and market information
- Operational overview
- Investment highlights
The objective is to give qualified buyers the information necessary to understand both the business and the opportunity.
// 04 / IDENTIFY THE BUYERS
Find the buyers most likely to value what you’ve built.
The best buyer isn’t always the most obvious buyer.
Depending on the business, the buyer universe may include:
- Strategic acquirers
- Private equity firms
- Family offices
- Independent sponsors
- Portfolio companies
- Industry consolidators
- Entrepreneurial buyers
- Other qualified financial or strategic buyers
We build a targeted buyer universe based on the company, industry, transaction size, geography, strategic fit, and owner’s objectives.
// 05 / GO TO MARKET
Create competition while protecting confidentiality.
H2 approaches prospective buyers through a controlled and confidential process.
Initial information is limited.
Interested buyers are screened.
Confidentiality agreements are executed before detailed company information is provided.
Management access is controlled.
Information is released in stages.
The objective is to create meaningful buyer interest without unnecessarily exposing the company, employees, customers, or ownership.
// 06 / MANAGE THE OFFERS
An offer is more than the purchase price.
Buyers may submit proposals with very different economics.
One buyer may offer more cash at closing.
Another may offer a higher headline valuation but require significant rollover equity.
Another may include an earnout.
Another may require seller financing.
Another may have stronger financing certainty or a better strategic fit.
H2 helps owners evaluate the complete economics and risks of each proposal.
That may include:
- Enterprise value
- Cash at closing
- Debt assumptions
- Rollover equity
- Earnouts
- Seller notes
- Working capital
- Escrows and holdbacks
- Financing conditions
- Employment terms
- Consulting arrangements
- Real estate
- Transaction structure
- Tax implications
- Closing conditions
A bigger number doesn’t necessarily mean a better deal.
// 07 / NEGOTIATE THE LETTER OF INTENT
The LOI can shape the rest of the transaction.
Once a preferred buyer is identified, the parties typically negotiate a Letter of Intent.
This is one of the most important stages of the process.
The LOI often establishes the framework for:
- Purchase price
- Transaction structure
- Cash at closing
- Rollover equity
- Earnouts
- Seller financing
- Working capital
- Treatment of debt and cash
- Exclusivity
- Due diligence
- Management roles
- Closing timeline
- Other significant business terms
Once exclusivity begins, the seller’s negotiating leverage can change.
That’s why the economics and structure of the transaction should be understood before the LOI is signed.
H2 works alongside the owner’s legal and tax advisors to evaluate the financial and business terms of the proposed transaction.
// DUE DILIGENCE
Be prepared before the buyer starts asking questions.
Signing an LOI doesn’t mean the transaction is finished.
In many ways, it means the most detailed part of the process is beginning.
Buyers and their advisors may perform extensive diligence involving:
- Financial statements
- General ledger detail
- Revenue
- Customers
- Gross margins
- Adjusted EBITDA
- Working capital
- Accounts receivable
- Accounts payable
- Payroll
- Employees
- Taxes
- Contracts
- Leases
- Debt
- Capital expenditures
- Legal matters
- Insurance
- Systems
- Operations
- Other company information
Financial diligence may also include a Quality of Earnings analysis performed by the buyer or its advisors.
H2 helps prepare the company for the process, organize financial information, manage transaction-related requests, analyze issues as they arise, and work alongside management and the other transaction professionals through diligence.
The objective is not simply to answer questions.
It’s to understand what the buyer is analyzing, anticipate where issues may arise, and keep the transaction moving toward closing.
// WHEN BUYERS TRY TO CHANGE THE DEAL
The first agreement isn’t always the final economics.
Issues discovered during due diligence can become negotiation points.
A buyer may question an EBITDA adjustment.
Working capital may become disputed.
Revenue trends may change.
A customer may be lost.
Capital expenditures may be greater than expected.
A buyer may perceive greater risk than it did when the LOI was signed.
Or the buyer may simply attempt to improve the economics of the transaction before closing.
This is often referred to as a retrade.
Not every proposed adjustment is unreasonable.
And not every proposed adjustment should be accepted.
H2 helps owners understand the financial basis of transaction issues and evaluate how proposed changes affect the economics of the deal.
The objective is to separate legitimate transaction issues from negotiation pressure and help the owner make an informed decision.
// DEAL STRUCTURE
The headline purchase price is only one part of the transaction.
Two offers with the same enterprise value can produce very different outcomes for the seller.
The difference may be in the structure.
Considerations may include:
- Cash at closing
- Equity rollover
- Earnouts
- Seller financing
- Escrows
- Holdbacks
- Working capital
- Assumed liabilities
- Debt
- Transaction expenses
- Asset versus equity structure
- Employment arrangements
- Consulting agreements
- Real estate
- Tax treatment
Each term can affect the seller’s cash proceeds, future risk, taxes, and ongoing involvement with the business.
H2 helps model and evaluate the financial implications of different transaction structures so the owner can understand what the deal actually means.
Because enterprise value is not the same thing as what the owner takes home.
// TAX MATTERS
What you keep matters.
Taxes can materially affect the economics of a business sale.
The structure of the transaction, legal entity, purchase price allocation, rollover equity, earnouts, seller notes, real estate, and other elements of the deal may each have tax consequences.
That means tax planning shouldn’t begin after the purchase agreement has already been negotiated.
H2’s Tax and M&A professionals can work together early in the process to evaluate potential transaction structures and help the owner understand the estimated after-tax economics of different alternatives.
Depending on the transaction, that may include:
- Asset versus equity sale
- Purchase price allocation
- Ordinary income versus capital gain
- Depreciation recapture
- Rollover equity
- Earnouts
- Installment considerations
- Seller financing
- Real estate
- State tax considerations
- Pre-transaction planning
- Other transaction-specific tax issues
The purchase price gets the attention.
The after-tax proceeds determine what the transaction actually creates for the owner.
// FROM LOI TO CLOSING
Keep the transaction moving.
As the deal moves toward closing, multiple workstreams are happening at the same time.
- Financial diligence.
- Legal diligence.
- Tax analysis.
- Purchase agreement negotiations.
- Financing.
- Working capital.
- Closing schedules.
- Funds flow.
- Management transition.
- Employee matters.
- Real estate.
- Transaction expenses.
- Final financial information.
H2 works alongside the owner, attorneys, tax professionals, buyer representatives, lenders, and other transaction participants to help coordinate the financial aspects of the process and keep the owner informed as the transaction moves toward closing.
The objective is simple:
Fewer surprises.
Clearer decisions.
A transaction that gets to the finish line.
// CONFIDENTIALITY
The market doesn’t need to know you’re considering a sale.
For most owners, confidentiality is critical.
Employees may not know.
Customers may not know.
Competitors should not know.
And many prospective buyers should receive only limited information until they have been qualified and appropriate confidentiality protections are in place.
H2 manages buyer outreach and information flow through a controlled process designed to protect the identity and sensitive information of the business.
Confidentiality isn’t a step in the process.
It’s part of the entire process.
// THE H2 DIFFERENCE
M&A experience matters.
But understanding the business behind the transaction matters too.
Built around the owner.
Our role in a sell-side engagement is to represent the owner and help navigate the decisions that shape the transaction. The process starts with your objectives — not the buyer’s.
Understand the process before you’re in it.
Our M&A professionals bring experience across the lifecycle of privately held business transactions — preparation, positioning, buyer outreach, negotiation, diligence, and closing.
Understand the numbers behind the offer.
H2’s broader financial background allows us to evaluate EBITDA, working capital, cash flow, deal structure, transaction adjustments, and other financial issues that can influence a transaction.
Know where you stand before going to market.
Our Certified Valuation Analysts bring Business Valuation expertise to the transaction process and help owners understand the factors influencing enterprise value.
Understand what the transaction means after taxes.
Our Tax and M&A teams can work together before and during the transaction to evaluate how structure may affect the owner’s after-tax outcome.
A transaction is financial. It’s also personal.
For privately held business owners, the company may represent years of work and a significant portion of family wealth. We understand that the right transaction needs to consider more than purchase price.
Protect the business while exploring the market.
Buyer outreach, information sharing, and discussions are managed through a controlled process designed to preserve confidentiality.
One transaction. Multiple financial disciplines.
Accounting. Tax. Fractional CFO. Business Consulting. Business Valuation. M&A Advisory. When needed, H2 can bring those capabilities together around the transaction.
// ONE FIRM. EVERY STAGE OF THE BUSINESS.
The transaction may be the destination. The work that creates the opportunity often begins years earlier.
Build the financial foundation.
Turn information into action.
Strengthen the business and prepare for what comes next.
Understand and build value.
Realize what you’ve built.
The stronger the business before the sale, the more options the owner may have when the time comes to transact.
Plan earlier.
Build intentionally.
Understand value.
Execute when the time is right.
// FREQUENTLY ASKED
Answers to the questions
we hear most.
// LET'S TALK
Thinking about
what comes next?
You don’t need to be ready to sell to start the conversation.
Whether a transaction is six months away or several years away, understanding where the business stands today can help you make better decisions about what happens next.
Understand the value.
Know your options.
Prepare the business.
Run the process when the time is right.