For owners
What selling to us actually looks like.
The money, the deal, your people, and how it goes — in the order you'll ask. Ten short sections, two tools you can use without talking to anyone, and one paragraph at the end if you want to.
01 · What usually goes wrong
What usually goes wrong.
The pattern is familiar to anyone who's watched a few of these.
A big number gets an owner to sign an LOI, which grants the buyer exclusivity while they look under the hood. Diligence is supposed to find things; that's its job. The question is what the buyer does with what it finds. Too often a small item — a timing difference, an ordinary slow month — becomes the reason to reopen the price, at exactly the point where the owner has told key people, paid the lawyers, and can't easily walk.
After close, if the buyer is on a clock, the plan is the same whether the business needed it or not: costs out in year one, the name gone by year two, the whole thing sold on in year five.
None of that is a conspiracy. It's what happens when the money behind a deal has a deadline. So the rest of this page is about the five things owners actually ask: whether you get paid what it's worth, whether the price holds, what happens to your people, whether your name stays on the door, and whether you have to keep working for somebody.
02 · Is it something we'd buy?
Is it something we'd buy?
A cursory check. Six questions, and you'll know what kind of conversation this is — and which of the four things buyers price will come up.
Reads as
A business we'd want to talk about
Earnings $2–5M. Nothing below is a dealbreaker.
- Runs without youMost good businesses limp for a month. Expect a defined handoff, written down.
- Largest customerIt matters, but doesn't define the business. Expect questions about tenure and who owns the relationship.
- Revenue that repeatsPart is easy to underwrite; part has to be won again each year.
- Books that tieSome cleanup would make diligence easier.
Nothing here changes the structure. What's left to talk about is the number.
03 · What dealing with us is like
What dealing with us is like.
Most of what owners dislike about selling isn't the price. It's months of conversations that never turn into a number, and a buyer who keeps asking for more while committing to less.
1
A written offer, early.
Once we've seen basic financials and had a real conversation, you get an LOI: price, structure, timing, how it's funded. Not a range to keep you talking.
2
Diligence confirms; it doesn't reopen.
If diligence turns up something that changes the business, the deal can change, and we'll show you exactly why. A slow month or a timing difference isn't that. We put that distinction in writing.
3
You know how it's funded.
Our equity, partners' equity, bank debt — including SBA-backed loans where they fit — and sometimes a note you carry. Whatever the mix, it's in the offer, and anything still subject to a lender's approval says so.
4
One decision-maker.
The person you talk to is the person who decides.
5
A timeline, set at the start.
And a call from us, not a letter from counsel, if something moves it.
6
Your people and customers, untouched.
We don't contact them without your say-so, and we plan the announcement with you.
04 · How we get to a number
How we get to a number.
We start with what the business actually earns for whoever owns it next: your reported profit, plus what runs through the business that a new owner wouldn't carry — your pay above a manager's, the truck, the one-off legal bill — minus what it would cost to replace you. That's the number we multiply.
What we multiply it by depends on how confident a buyer can be that the earnings keep coming: how much of the revenue repeats, how spread out the customers are, how much of the business runs through you, whether the books tie to the bank. Those four carry more weight than the industry does.
We show you every step, and the number in the LOI is a number we intend to close on.
How we value, with a worked example05 · Reading an offer
Reading an offer.
A headline number is made of parts, and every part has a legitimate use. The question is whether the buyer tells you why each one is there.
- Cash at close
- Money in hand when the wire lands.
- Seller note
- Money you're owed over time, with interest. A fair way to bridge a gap; a risk if the business struggles under the new owner.
- Earn-out
- Money you get if the business hits targets. Fine when the targets are fair and yours to influence.
- Rollover
- Equity you keep. Worth understanding exactly: what security, what sits ahead of it, how it could dilute.
- Escrow or holdback
- Money parked against claims after close, paid later if nothing goes wrong.
We use every one of these when it makes a deal work. Each piece of our offer says what it is and why it's there, and any two offers can be laid side by side.
Lay your actual offers side by side06 · Four kinds of buyers
Four kinds of buyers.
Each one is right for some owners. Here's what to know about each.
A private equity fund
- Can pay well when you fit their platform.
- Rollover, earn-outs and escrow are common; ask what sits ahead of your equity.
- The fund's own timeline drives decisions after close, and usually a resale.
A strategic buyer
- Can pay the most, because your business is worth more attached to theirs.
- The premium comes from combining; ask what has to change to justify it.
- Your customer list is in a competitor's hands whether or not it closes.
An individual owner-operator
- Often cares about the business the way you do, and plans to run it.
- Usually bank-financed; a lender's approval is part of the process, which adds steps and adds discipline.
- Ask how the financing is arranged and what the transition looks like.
Fellwater
- A written offer early, with the funding spelled out.
- Long-term ownership; no date to sell by.
- Name, people and customers stay wherever that's what makes the business work.
- You choose your role: stay, ease out, or hand over the keys.
Fair to each. The right buyer depends on what you want after, not on who pays the most on paper.
07 · The tail end of owning it
The tail end of owning it.
Here's some arithmetic nobody does. Most of the years you'll ever spend running this business are already behind you.
Working years only, to an age you choose. Your number stays in this browser.
Years running it
25 behind you · 9 left
Three ways those 9 seasons could go
Your number less about 3% for the deal, before tax, assuming cash. Real offers, ours included, can include a note or an earn-out.
How long it takes
10–12
months is what the market takes to close a business this size. Diligence alone runs about five and a half.
With a direct buyer, most of the middle disappears. You'll have our expected timeline before you commit, and a call from us — not a letter from counsel — if something moves it.
IBBA / M&A Source Market Pulse, Q4 2025; Axial, Dead Deal Report 2025.
08 · How it goes, step by step
How it goes, step by step.
Four steps, what each asks of you, and a few things owners usually find out later than they'd like. To start, an email or a text is plenty.
1
Say hello
What the business does, roughly what it earns, who runs it, what you'd want after. If it might fit, a short call.
What you send: a paragraph. No deck, no financials. Nothing at this step is verified; it’s a conversation.
2
An LOI
After basic financials and a real conversation: price, structure, timing, funding, what's conditional.
Worth knowing: an LOI is non-binding on price but usually binds you to exclusivity for a period. Read that part, and have your attorney read it too.
3
Diligence
We tie your numbers to bank statements and tax returns, read the biggest contracts, meet the key people, check the leases and licenses.
Worth knowing: this is where most deals die across the market now — one in four broken deals over numbers that don't tie. It's why we look at the books before the LOI, not after.
4
Close
Documents signed, money wired.
Worth knowing: there’s a working-capital adjustment at close — the cash, receivables and inventory in the business move the price up or down against a target set in the agreement.
If the first call goes well
Here's what we'd ask for.
None of this is needed to start. When we get here, it moves under an NDA �� not through a website.
- Two to three years of financial statements, monthly if you have them
- The same years of business tax returns
- A rough customer breakdown: top ten by revenue, how long each has been with you
- The main contracts and leases
- An org chart, with who's key
- Twelve months of bank statements
- An hour of your time
09 · What owners ask us
What owners ask us.
The questions we hear first, answered the way we'd answer them on a call.
"A bigger buyer will pay more."
"How do I know you can fund this?"
"Who actually decides?"
"I’ll get stuck working for the new owner."
"My people will feel sold out."
"You’ll change everything."
"It’ll drag on and then you’ll cut the price."
"I’m not sure I want to sell."
10 · Not ready yet?
Not ready yet? That's most owners.
Most of the owners we talk to aren't ready, and most of the ones who eventually sell weren't ready the first time they thought about it.
A few things weigh on the number when a buyer prices a business — whether the books tie, whether one customer could sink it, how much of the revenue repeats, how much runs through you. None of them has to be perfect for a deal to work; they shape how it's structured. And once a buyer is serious they'll ask for a handful of documents most owners can't produce on the first ask. That's normal. We'd rather see a good business as it is than wait for a polished one.
If the timing isn't now, tell us when. We'll check back then and not before — that's the whole arrangement.
Thinking ahead: what weighs on the number, and when to check backThe first step is one paragraph.
What the business does, roughly what it earns, who runs it, what you'd want after. It reaches the person who decides.
Prefer to reach us directly? inquiries@fellwater.com · Call or text (206) 895-7474
What to expect
Then, if it might fit:
- A short call with the person who decides
- A written offer after basic financials, not a range
- A timeline set before you commit, and a call from us if it moves
- No contact with your people or customers without your say-so