Seller FAQ

FAQ: Top Questions Owners Ask Before Talking to a Buyer

Selling a business is not like selling a house. You don’t just put a sign on the lawn and wait for offers. For most owners I meet, this is a once-in-a-lifetime event involving their life’s work.

It is normal to be nervous. It is normal to be suspicious.

As a lead buyer, I have sat across the table from dozens of owners in Poland and Germany. Whether the company makes packaging, manages IT services, or cleans offices, the anxieties are almost identical.

"Will my staff panic?" "Are you just fishing for data?" "What is my business actually worth?"

If you are thinking about a conversation with a professional buyer, you probably have these questions too. Instead of guessing, here are the honest answers I give when we first sit down.

1. "How do I know you won't tell my competitors or my staff?"

The Fear: You worry that if word gets out, employees will leave, competitors will poach clients, and the business will suffer.

The Reality: Confidentiality is critical for me, too. If I am looking to buy your business, the last thing I want is for it to be damaged by rumors. If your best salesperson leaves because of a leak, the asset I am buying loses value.

The Process:

• NDA: Before I see a single number, we sign a Non-Disclosure Agreement. It is standard, legally binding, and non-negotiable.

• The Circle of Trust: In the early stages, nobody in your company needs to know. Usually, I deal only with you and perhaps your external accountant or CFO.

• Timing: Your staff typically learns about the sale only when the deal is signed and money has changed hands, or during the final stage of due diligence if key managers need to be interviewed (under strict confidentiality).

2. "What is my business worth?"

The Fear: You don't want to leave money on the table, but you also don't want to be laughed out of the room.

The Reality: I cannot give you a price on day one. Professional buyers do not value businesses based on "potential" or "hard work." We value them based on risk and cash flow.

If you ask for a number in the first email, I can only give you a wide, meaningless range based on industry averages (e.g., "3x to 5x EBITDA"). To narrow that range, I need to understand:

• Transferability: Does the business run without you?

• Stability: Is the revenue recurring or project-based?

• Bankability: Will a bank lend against your cash flow?

A business that generates €500K EBITDA but relies entirely on the owner is worth significantly less than a business generating the same €500K with a strong second line of management.

3. "Do I get 100% cash on day one?"

The Fear: You worry about getting paid part of the price later, when you no longer control the company.

The Reality: In SME buyouts, 100% cash at closing is rare. Most deals involve a structure. Why? Because I need to align risks.

• Cash at Close: This is the bulk of the payment.

• Vendor Loan: A portion (often 10–20%) that you "lend" to the company, repaid over time with interest. This signals to me (and the bank) that you believe the business is solid.

• Earn-out: If there is a gap between your price expectation and the historical data, an earn-out bridges it. You get the extra money if the business performs as you promised.

If you want a clean, all-cash exit, you need to present a business with zero "skeletons," perfect transferability, and a lower valuation multiple.

4. "What happens to me after the sale?"

The Fear: You want to retire, OR you are afraid of being pushed out immediately.

The Reality: It is rarely a "Friday you own it, Monday I’m gone" scenario. A safe transition usually takes 6 to 12 months.

• Months 1–3: You are active, helping me understand the "tribal knowledge" and transferring relationships.

• Months 4–6: You step back to an advisory role.

• Months 6+: You are available for phone calls, but you are no longer running operations.

I am buying a business, not a job. My goal is to install professional management or take over the helm myself, but I need your help to ensure the "brain transplant" is successful.

5. "My books aren't perfect. Should I fix them first?"

The Fear: You have some personal expenses in the P&L, or some informal agreements with staff. You try to hide them to look professional.

The Reality: Please, do not hide the ugly parts. Every SME has messy parts. Maybe you lease a car for your spouse through the company. Maybe you pay bonuses in cash (a huge red flag for banks, by the way).

If I find these things during Due Diligence (and I will), it looks like fraud. The deal usually dies. If you tell me upfront, we can "normalize" the EBITDA. I can explain it to the bank as a "legacy practice that will stop."

Honesty about imperfections builds trust. Hiding them destroys it.

6. "Are you a fund? Where does the money come from?"

The Fear: You don't want your company stripped for parts by a corporate raider.

The Reality: I am a private investor and operator. I am not a fund with a 5-year ticking clock to sell. I buy companies to hold them and grow them over the long term. I finance deals using a combination of:

• My own capital (Risk equity).

• Bank debt (Leverage against the company’s cash flow).

• Co-investors (Trusted partners for larger deals).

This means I am personally responsible for the outcome. I am not an employee of an investment firm; I am the person who will live with the consequences of the deal.

Summary: Preparation Beats Anxiety

The owners who get the best terms are not the ones with the flashiest presentations. They are the ones who ask these questions early and prepare honest answers.

If you can show me a business where the risks are understood, the cash flow is proven, and the transition is planned, you turn a stressful negotiation into a calm, structured process.

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