Selling your business is not a solo project, even though many may have run the place as one for years.
John MosserA successful sale can pull in a half-dozen specialized disciplines all at once: tax, legal, environmental, real estate, wealth planning, and more, and no single person is an expert in all of them. Our role is not to be the tax expert, the attorney, or the environmental specialist ourselves. It is to assemble the right specialists, keep them coordinated, and run the overall process so that each one is working on the right things at the right time.
What follows is a brief overview of the specialists who tend to have a role in M&A transactions. Think of it as the short version, meant to help you know who you will want in your corner and when, rather than a deep dive into any one topic.
The Tax Advisor
Taxes will determine how much of the sale price you actually keep, which makes this one of the first things to get a handle on before you get too far down the road in the process. Two owners can sell nearly identical businesses for the same headline price and walk away with meaningfully different amounts in their pockets. The difference often comes down to structure and planning. How a deal is put together, whether it is treated as a sale of assets or of stock, can pull buyers and sellers in opposite directions and can carry real tax consequences for each. We always emphasize the importance of understanding your tax exposure early. The worst outcome is a last-minute surprise, where you learn late in the game that you owe more than you expected and your take-home number comes in well below the goal you had in mind. Some of the most valuable planning needs to happen well before a deal is on the table.
The Estate, Gifting, and Charitable Planner
A sale oftentimes converts a lifetime of business value into a large, and typically taxable, event overnight. For owners who want to pass wealth to their children or support causes they care about, there is often a meaningful advantage in planning for this well before a sale. Moving value while the business is still privately held and harder to value can look very different from doing it after a deal has established exactly what the business is worth. Charitable giving is worth understanding here too, since there are structures and vehicles, such as donor-advised funds and charitable trusts, that can support the causes you care about while also carrying real tax advantages when they are set up thoughtfully. The structures involved take time to consider and ultimately depend on what makes the most sense to you to put in place. This is why determining who and where you allocate funds after you no longer own the business belongs on the early list, even if a sale might still be years away.
The Wealth Manager
The day your deal closes, a lifetime of net worth that was tied up in one illiquid asset becomes liquid all at once. That is a wonderful problem to have and a genuinely new one for most owners who have spent decades with their wealth measured in equipment and receivables rather than an investment account. The most useful thing a wealth manager does is help you get clear on exactly what you want your proceeds to accomplish for you and your family, well before a sale. We have seen owners second-guessing and even panicking in the final days before closing, suddenly unsure whether the deal in front of them actually delivers the life they had in mind. We oftentimes find that owners who have these conversations early tend to negotiate better, sleep better, and ultimately weigh the offers on the table with a clearer mind. Bringing the wealth manager in before the deal rather than after the wire arrives gives you the peace of mind of a sound plan ready to execute, instead of a large check and a set of decisions you have not thought through.
Real Estate
If you own the building, you are really selling two different things that get valued in two different worlds. A business is typically priced on a multiple of its earnings. Real estate is priced more like an investment property, on the income it produces relative to its value, what investors call a capitalization rate. Because those two lenses can value the same four walls quite differently, the real estate deserves its own decision rather than being folded in as an afterthought.
There are typically three paths that get evaluated. You can sell the real estate along with the business, which gives the buyer a clean, turnkey operation with no landlord to answer to. You can sell it separately, sometimes through a sale-leaseback where an investor buys the building and leases it back to the business, which can surface the property's standalone market value. Or you can hold the real estate and lease it to the new owner, keeping a steady stream of income and an asset you still control, at the cost of staying financially tied to the business you just sold. It is worth knowing that the decision is not always entirely yours to make in isolation. Even though the building and the business are separate assets, the acquirer may have a preference, at which point the seller will want to consider the option that leads to maximizing the value of their collective assets. When weighing the options to land on the best outcome for you, the lease becomes the critical document for executing whichever strategy you choose. A long-term, market-rate lease with a solid tenant makes the property more valuable to a real estate investor, but setting the rent above market to inflate the building's value quietly reduces the business's earnings, and therefore the price a business buyer will pay. Those two numbers pull against each other.
Environmental Matters
For finishing and coating operations, this one carries more weight than many other industries. The main point to understand is that a clean environmental profile does not typically add to your purchase price. Still, unknown or unaddressed issues can make a business difficult or even impossible to sell, so it is important to understand your own situation clearly and early. Buyers can get comfortable with a problem they can see and size. What they cannot stomach is the open-ended unknown, because the potential liability sits outside the normal math of a deal. It is also worth understanding that acquirers will generally not accept liability for issues the seller’s business caused while they owned and operated it. Getting ahead of any legacy concerns early, with your permits current and a clear plan for anything unresolved, keeps a manageable issue from becoming the thing that stops a sale.
The Transaction Attorney
The attorney who drafted your customer contracts or handled your will is not necessarily the right person to negotiate a company sale. Both are skilled, but the job is different for each daily. A transaction attorney lives in this world and understands what is typical in the purchase agreement, how representations and warranties and indemnification actually work, and which points are worth fighting for and which are standard. The fine print in a deal is where a great deal of money and a great deal of future risk get allocated, often long after you think the price has already been settled. Having someone who does this for a living, rather than as an occasional favor, is one of the most important investments in the entire process.
The M&A Advisor
Selling a business in many cases is a full-time job in itself, and M&A advisors like myself are there to handle the many moving parts so that you can keep the business performing right up until the day it changes hands. This role exists to run the overall process so that qualified buyers are actually competing rather than negotiating against you one at a time. A good advisor also brings a working knowledge of market norms, helping you confirm when a buyer is genuine and a good fit rather than just a name or misleading headline number, and guides the many points where an owner selling for the first time has not seen the situation before. The advisor is typically the one who coordinates the specialists above. They keep the timeline honest and help keep everything in perspective when the emotions run high.
You Do Not Have to Be the Expert
The reassuring part is that you do not need to become a tax expert, a real estate analyst, or an M&A lawyer to sell your business well. You need to recognize which specialists belong in the room and to get them there early enough to do their best work. The owners who end up happiest with their outcomes are rarely the ones who knew the most about any single one of these topics. They are the ones who built the right team around themselves, trusted those experts to do what they do, and gave the whole effort enough runway to be done thoughtfully rather than in a scramble. Start assembling that team earlier than feels necessary, and the entire process gets calmer, cleaner, and very often more rewarding.
John Mosser is Managing Director at Triscend Partners. For questions about this topic or to discuss your specific situation, please get in touch with John Mosser at john@triscendpartners.com.
