Going to market forces you to do two contradictory things at once: sell your business loudly and protect it quietly.

The Three-Sentence Summary

• Going to market means offering your business widely enough to attract competing buyers and guarding it closely enough that the process causes minimum disruption.

• Owners who underestimate that contradiction watch key people leave, customers hedge, and value erode before a single offer arrives.

• The owners who go to market from strength are the ones who did the readiness work first, then let a disciplined, confidential process do the rest.

 

The moment word gets out that your business is for sale, something shifts. Your best people start quietly updating their resumes. Your largest customer starts hedging on next year’s order. A competitor you have sparred with for 20 years suddenly returns your calls faster than usual. You have not signed anything. You may not have received a single offer. And you sense that the asset you spent a career building is starting to wobble.

Going to market is where your exit stops being a private decision and becomes something other people can feel.
Up to this point, the work has been inward. Deciding to sell. Getting an honest read on your readiness. Closing the value gaps. Building the advisory team I wrote about in the last article. All of it happened in your head and with a small circle of people you trust.

Now your investment banker or broker has to find a buyer. And finding a buyer means telling people things about your company that you have spent your entire career keeping close.

That contradiction sits at the center of this stage. Most owners walk straight into it without seeing it coming.

What “Going to Market” Actually Means

For most of your career, “selling” meant selling your product or your service. Selling the business itself is a different exercise, and the mechanics surprise owners who have never been through it.

It starts with a document. Your investment banker or M&A broker builds what the trade calls a Confidential Information Memorandum, the CIM in deal shorthand. It runs 20 to 50 pages: your history, your financials, your customers, your operations, and the case for why someone should want it. Done well, it is flattering and honest at the same time, and nothing else has ever pulled all of this about your company into one place. Done poorly, it raises more questions than it answers… and sinks to the ‘bottom of the pile’ on a buyer’s desk.

Before the CIM goes anywhere, your banker works with you to build a buyers list. A curated set of strategic acquirers, competitors, adjacent players, and financial buyers who might see value in it. The first thing most of them receive is not the CIM. It is a one-page “teaser” that describes the company without naming it. An anonymous profile. “A Mid-Atlantic specialty manufacturer, $18 million in revenue, 40% of it under recurring contract.” It is enough to spark interest and not enough to identify you.

Interested buyers sign a non-disclosure agreement, provided by your representative, before they ever see the full CIM. From there they submit indications of interest, the banker runs a controlled process, and if the earlier work was done well, you end up with several parties competing rather than one buyer negotiating against your patience.

That is the machine. Most owners picture selling a business as a conversation.

It is closer to a campaign.

The Confidentiality Paradox

The tension here is structural, not a matter of being careful. To get the best price, you want the widest field of qualified buyers competing for your company, because competition drives valuation up. And every additional person who learns it is for sale is one more who can let it slip, to an employee, a customer, a competitor, a supplier.

I have watched this go sideways. An owner, eager to get moving, mentions the process to a plant manager he trusts completely. The plant manager mentions it to one colleague. Within a month, two key people are quietly interviewing elsewhere, and the largest customer, who caught a rumor at a trade show, is asking pointed questions about whether the company will be around to honor its contract. None of it was malicious. It was human. And it cost real money, because a business shedding key people and reassuring nervous customers is weaker than the one the CIM described.

The discipline that protects you is controlled disclosure. A small circle: your banker, your attorney, your transaction CPA, your personal wealth advisor, and the one or two inside people who genuinely cannot be kept out, usually your CFO or a controller. Everyone in that circle carries a confidentiality obligation. There is a reason for those weird ‘code names’ you see or hear about in sale transactions. That code name is there so that documents and calendar invitations never carry the company’s real name.

This is one of the clearest arguments for the advisory team. A banker or business broker running a confidential process becomes a buffer between you and the market. You are not the one making the calls, fielding the awkward questions, or deciding who gets to see what. The process has a professional firewall, and you stay focused on running the business… which, while you are going to market, is the most valuable thing you can do.

Who Will Actually Buy Your Business

Two kinds of buyers look at a business in the $5 million to $50 million range, and they think about your company in completely different ways.

The strategic buyer is usually a company in or near your industry. A competitor, a supplier, a customer, or a larger player breaking into your market. A strategic buyer can often pay more, because part of what you are worth to them never shows up in your own numbers: the overhead they erase by folding your back office into theirs, and the customers they reach by putting your product in front of their sales force. The premium offers in this range come from a strategic buyer who needs something only your company has.

The financial buyer thinks differently. A private equity firm buying a standalone company as a “platform” (the anchor it builds a larger group around) generally wants businesses larger than most owners in this range. That is the version of private equity most people picture, and it is usually not your buyer.

Your private equity buyer is doing what is called a “roll-up.” In that situation, the PE firm is working on behalf of a platform company already in its portfolio. You are in the same or adjacent market as that platform company. The firm then acquires smaller businesses, the “add-ons,” and bolts them onto the platform, so the combination is bigger and more valuable than the pieces were on their own. To that platform, your $15 million company is not a standalone bet. It is a piece of a bigger one. The roll-up has reshaped the lower middle market, and a lot of owners who assume private equity would never touch something their size are wrong. They will. Through a platform, not directly. A little dizzying, isn’t it… and that’s the language you’ll need to learn if you are having serious conversations with a financial buyer.

This matters before you go to market, because the buyer’s motivation shapes how you present the company. A strategic buyer wants to see how your business fits with theirs: shared customers, complementary capabilities, the combined footprint. A roll-up acquirer wants to see clean, repeatable operations that fold in easily. Knowing who is across the table changes which strengths you put forward and which questions you prepare for.

Going to Market Rewards the Work You Already Did

Everything I have described here, the CIM that holds up, the process that holds together, the buyers who compete instead of circle, rests on work you did long before going to market.

A business with financials a buyer’s accountant can tie out without a scavenger hunt, documented processes, a leadership team that does not run every decision through the owner, and a customer base that is not dangerously concentrated enters the market from strength. The CIM nearly writes itself, because the story is true. Buyers move faster, because they trust what they read. And when diligence comes, in a later, more grinding stage, the business survives the scrutiny because it was built to.

The opposite is just as true, and I have watched it cost owners dearly. A company taken to market before it is ready announces its weaknesses to the most sophisticated audience it will ever face. Buyers are pattern matchers. They have seen a hundred deals, and the owner-dependent business, the messy books, the single customer that is 40% of revenue, none of it hides. It surfaces in the first careful read of the financials: as a lower number, tougher terms, or a buyer who simply stops returning calls.

This is why I keep circling back to the same idea across this series. The exit is not the transaction. The exit is everything you do in the years before the transaction. Going to market is where that truth stops being abstract and starts showing up in the offers you receive… or the ones you never do.

Key Takeaways

Going to market is a managed campaign, not a conversation. The teaser, the CIM, the buyer list, and the controlled process all exist to manufacture competition while protecting your confidentiality.

The defining tension of this stage is structural. You have to market the business widely to get the best price, and every person who learns it is for sale can destabilize the asset. Controlled disclosure is what holds both truths together.

Your banker and advisory team are not just dealmakers. They are the firewall that lets you keep running the business while the process runs alongside it… which is the most valuable thing you can do during a sale.

At $5 million to $50 million, the strategic buyer is your most likely source of a premium offer, and private equity does buy at this size through roll-up add-ons. Knowing which buyer is across the table shapes how you present the company.

The strength of your position in the market is decided before you ever enter it. Clean financials, documented operations, and reduced owner dependence are what turn a quiet, confidential process into competing offers.

Where to Start

Going to market well depends almost entirely on the readiness work that comes before it, and most owners have no honest picture of where they stand. The CEOIQ® Renaissance Executive Briefing walks through the readiness framework that decides whether you enter from strength or from exposure. You can register at ceoiq.us.

If you are already in conversations with a buyer, or your banker is already building the CIM, the time for a briefing has likely passed. In that case, reach out to me directly at [email protected] with the subject line “Going to Market.” No pitch. Just a conversation between two people who take this seriously.

The market is the most sophisticated audience your business will ever face. The owners who do well in front of it are not the lucky ones. They are the prepared ones.

… Ben

Author: Ben Griffin

Facilitator - CEO Peer Advisory Group; Executive Coach; Photographer