If you’re wondering how to sell a business or need a step-by-step sell-side M&A process, PCE’s experienced team will guide you from valuation and preparation through buyer negotiations and deal execution.
When it’s time to sell your business, the right middle-market sell-side M&A advisor makes all the difference. PCE brings decades of sell-side experience across diverse industries, offering the insight, access, and execution required to achieve superior outcomes. We focus on founder-led and middle-market companies, providing hands-on, senior-level guidance from strategy through closing.
Our sell-side process is built to:
As a FINRA-registered investment bank, PCE combines deep market knowledge with a personalized approach to help you reach your goals. Whether you're planning an exit, responding to an offer, or exploring your options, our proven process keeps you deal-ready, connects you with the right buyer, and supports you every step of the way.
PCE’s Proven Sell-Side Process is designed to maximize value and drive successful outcomes. The process is organized into three strategic phases: Position for Premium Value, Go-to-Market Strategy, and Deal Execution. Each phase is carefully crafted to prepare your business, attract the right buyers, and close the deal with confidence while protecting your goals and legacy.
Set the stage for a successful sale by building a strong foundation. This phase focuses on establishing a credible valuation, preparing clean and compelling financials, and proactively addressing issues that could derail value or delay your deal.
Timing your exit is one of the most overlooked but most impactful factors in a successful transaction. PCE helps you evaluate the broader M&A market, your industry’s deal cycle, and internal business dynamics to determine the ideal launch window. Whether you're aiming to sell in six months or planning years in advance, early alignment around timing gives you more control and flexibility.
We help you avoid rushing into a transaction when conditions aren’t optimal or waiting so long that market shifts diminish value. This strategic pre-sale planning gives you time to improve financials, resolve risks, and enhance your story before going to market. The result: a more prepared business, stronger buyer interest, and greater confidence that you're exiting at the right time for the right reasons.
Understanding your company’s market value is the first critical step in a successful sale process. PCE conducts a preliminary M&A valuation using a combination of industry benchmarks, historical performance, and recent comparable transactions to establish a realistic and credible valuation range.
This assessment sets the foundation for your overall strategy, it helps shape buyer expectations, guides decision-making, and identifies key areas to enhance value before going to market. It also reveals how potential buyers will likely view your business, allowing you to address weaknesses and highlight strengths early on. Whether you’re planning to sell in the near term or just starting to explore options, a market-based valuation provides clarity and positions you for informed, confident decisions.
Why You Need a Preliminary M&A Valuation ›
How to Maximize Your Business Value Despite Recent Capital Expenditures ›
Buyers depend heavily on your financials to assess value, risk, and future performance. However, standard accounting reports often don’t tell the whole story. PCE helps recast your financial statements to reflect normalized EBITDA and cash flow, adjusting for one-time expenses, owner compensation, and non-recurring items. These adjustments provide a more precise and more accurate picture of the business’s true earning power.
Additionally, we guide you on how to present your financials in a format that buyers expect, thereby boosting credibility and accelerating the due diligence process. Strong financial preparation supports higher valuations and fewer deal delays. It also shows buyers you’ve done the work, making them more confident in both your numbers and your management team.
Recast Financial Statements to Increase Your Business Value ›
Identifying Add-Backs ›
The Importance of a Sell-Side Quality of Earnings (QoE) ›
Most deals fall apart during due diligence—not because of what’s uncovered, but because of how and when it’s revealed. PCE helps you proactively identify and resolve potential red flags before buyers find them. We assist in gathering and organizing critical documents, reviewing key contracts, assessing compliance issues, and addressing operational risks.
This pre-sale preparation enhances transparency, fosters buyer trust, and minimizes the likelihood of renegotiation or deal fallout. It also helps accelerate the due diligence timeline, which can significantly shorten the path to closing. By entering the market with a diligence-ready business, you send a powerful message: you're organized, credible, and committed to a smooth, efficient transaction.
Getting Ready to Get Ready: Tips for Pre-Sale Due Diligence ›
Five Preventable Mistakes When Selling Your Business ›
Even the strongest deals can fall apart due to avoidable legal or tax issues. PCE works closely with your legal and tax advisors to assess deal readiness and reduce closing risk. We review key factors like ownership structure, contract obligations, intellectual property rights, and pending litigation to identify red flags early.
On the tax side, we help you understand how entity structure and transaction terms will affect net proceeds. Proactive planning may reveal opportunities to restructure, clean up loose ends, or minimize tax exposure before going to market. This readiness not only protects value but also shows buyers that your business is well-run and transaction-ready. Taking these steps early helps you avoid surprises—and accelerates the path to close.
Enhance buyer perception and drive competitive interest by showcasing what makes your company valuable. This phase helps you identify key value drivers, anticipate buyer behavior, and position your business to achieve stronger offers and better terms.
When buyer offers come in below your expectations, that doesn’t mean the deal is lost. PCE works with you to identify and implement proven strategies to close the valuation gap. This could include strengthening your financial narrative, clarifying key value drivers, or introducing creative deal structures such as earnouts, seller notes, or equity rollovers.
We help reframe your story to better align with what buyers prioritize, growth potential, recurring revenue, operational scalability, or synergy value. In parallel, we manage expectations and structure solutions that meet your financial needs while remaining attractive to the buyer. With the right preparation, positioning, and flexibility, we help you preserve full value and avoid walking away from an otherwise strong strategic fit.
How to Close the Valuation Gap ›
9 M&A Deal Tactics to Bridge the Valuation Gap ›
Maximizing Your Share of Synergy Value ›
Buyers pay a premium for businesses that demonstrate strong, sustainable value drivers. PCE works with you to uncover the attributes that set your company apart, recurring revenue, customer diversification, operational scalability, or proprietary systems—and position them front and center in your marketing materials.
At the same time, we help address any weaknesses that could raise concerns or trigger discounts, such as customer concentration, margin volatility, or leadership gaps. Our team collaborates with you to build a compelling, evidence-based narrative that reflects the full potential of your business. By clearly articulating why your company is valuable, and how it will continue to generate returns post-acquisition, we boost buyer confidence, reduce perceived risk, and improve the likelihood of strong offers with favorable terms.
Value Drivers That Enhance Your Business ›
How the Financial Value Driver Enhances Your Business ›
How Synergies Impact What Buyers Pay ›
Not all buyers view value the same way. Strategic buyers often prioritize synergies, such as customer overlap or product expansion, while financial sponsors focus more on EBITDA growth and return on investment. PCE helps you understand what different buyer types are looking for so you can anticipate their questions, position your business effectively, and reduce friction in the negotiation process. We guide you in shaping your messaging to address perceived risks, highlight relevant strengths, and appeal to each buyer's goals.
This insight allows you to tailor your approach for maximum impact, whether you're targeting a private equity firm, family office, or strategic acquirer. The more aligned your positioning is with buyer motivations, the greater your influence over how value is perceived, and ultimately, how it’s paid.
How a Buyer Values My Business ›
Financial Issues to Consider When Selling Your Business ›
Limit Your Risk: 8 Dos and Don’ts ›
Finding the right buyer starts with building the right list. At PCE, we create a targeted buyer universe based on your specific goals—whether that’s maximizing valuation, protecting employee continuity, preserving your legacy, or all three. We leverage proprietary tools, market research, and deep industry relationships to identify buyers who not only have the financial means, but also a strategic rationale to pursue your company.
This includes evaluating acquisition history, cultural alignment, and long-term fit. A curated list increases competitive tension and improves deal outcomes by focusing your time and energy on the most promising candidates. With PCE managing this process, you can trust that your company will be presented to qualified, relevant buyers who recognize its full value.
Why You Need an Investment Banker to Build Your Buyers List ›
Best Practices for Identifying Buyers of Choice ›
Run a strategic, confidential sale process that attracts serious buyers and maximizes your leverage. From targeting the right acquirers to leading negotiations, this phase ensures you stay in control and close on the best possible terms.
Not every interested party deserves access to your company’s confidential information. PCE applies a rigorous buyer qualification process to ensure you only engage with serious, capable acquirers. We assess financial capacity, strategic alignment, acquisition history, and cultural fit before allowing access to sensitive documents. Our team manages NDAs, asks tough questions, and coordinates directly with advisors to verify intent and ability to close.
This early screening keeps your process focused, efficient, and protected. By eliminating tire-kickers and unqualified bidders, you save time, reduce exposure, and maintain control. Most importantly, you increase the odds of reaching the finish line with a buyer who values your business—and can follow through on their offer.
6 Questions to Ask Buyers Before Selling Your Business ›
Sellers’ List of Terms ›
A successful sale requires more than just finding a buyer—it demands precise execution at every stage. PCE manages the full process from preparing marketing materials and coordinating outreach to leading negotiations and overseeing diligence. We craft a compelling Confidential Information Memorandum (CIM), coach your team for management meetings, and maintain momentum by driving a disciplined timeline.
Throughout the process, we collaborate with your legal and financial advisors, field buyer questions, and address issues before they become roadblocks. Our goal is to protect your time, minimize disruption, and ensure no detail is overlooked. With PCE leading the charge, you stay focused on running your business while we work to maximize value and close efficiently.
How to Prepare a Confidential Information Memorandum (CIM) ›
The Importance of Management Meetings ›
Winning the M&A Race: A Business Owner’s Guide to Successful Negotiations ›
Negotiating a Letter of Intent ›
Closing the deal is a major milestone, but integration is where long-term success is won or lost. Buyers want confidence that your business will transition smoothly without disrupting customers, employees, or operations. PCE helps you anticipate and plan for integration challenges early in the process, before they affect value. We work with you to align key functions, identify leadership continuity plans, and ensure cultural compatibility with the buyer.
This preparation improves communication, accelerates decision-making, and strengthens the buyer’s perception of your business as a well-run, scalable operation. By laying the groundwork for a seamless post-close transition, you not only protect deal value, you also reinforce your reputation and legacy during this critical handoff phase.
Executing an M&A Integration Plan ›
PCE delivers industry-specific expertise that drives successful outcomes for business owners across the middle market. Our senior bankers bring deep knowledge of the competitive dynamics, value drivers, and buyer landscape unique to each sector we serve. Whether you operate in manufacturing, business services, healthcare, engineering, construction, or another specialized field, we understand what attracts premium buyers and how to position your company effectively. With decades of experience advising clients across a wide range of industries, we tailor our strategies to meet your goals and maximize value. Explore our recent transactions to see how our sector-specific insights translate into successful exits for business owners like you.
At PCE, our clients’ success is the best measure of our own. We’ve guided hundreds of middle-market business owners through the complexities of the sale process, helping them unlock value, protect their legacy, and achieve the outcomes that matter most. From competitive auctions to strategic acquisitions and ESOP transitions, each engagement reflects our commitment to thoughtful strategy, expert execution, and long-term client relationships.
Our tailored approach ensures that no two transactions are the same, because no two clients are. Whether selling to a private equity group, a family office, or a strategic buyer, our clients consistently benefit from our senior-level attention, industry insight, and proven process. Explore the success stories below to see how PCE has helped business owners like you reach their goals with confidence.
PCE’s insights and resources are designed to keep business owners and their advisors informed, prepared, and ahead of the curve. From quarterly M&A market reports and industry updates to in-depth articles on valuation, exit planning, and deal strategy, our content equips you to make confident, well-timed decisions.
Whether you’re exploring a potential sale, responding to buyer interest, or planning for the future, our resources offer actionable guidance backed by real market data and decades of experience. Explore our latest insights to stay informed and ready, whenever the right opportunity arises.
Download: M&A Readiness Checklist
Selling your business is a complex process, and it's normal to have questions. Our FAQ section addresses common concerns from middle-market business owners about timing, valuation, buyer interactions, and more. If you don’t see your question here, reach out. We’re here to help you make informed decisions.
How long does it take to sell a business in the middle‑market?
Most engagements close within 7–10 months, though complexity and readiness can extend or shorten timelines.
What size deals does PCE specialize in?
We focus on transactions with enterprise values between $25 million and $500 million.
What happens if I receive an unsolicited offer when selling my business?
We benchmark the offer and, if warranted, run a targeted process to create competitive tension and maximize terms.
How is confidentiality protected during the process?
Every prospective buyer signs a strict NDA, and data‑room access is tiered to reveal sensitive information only at appropriate stages.
Do I need audited financials to sell my company?
Audits are preferred but not mandatory; we’ll advise on the level of assurance buyers will require for your industry and deal size.
How are fees structured?
Our fees combine a modest retainer with a success‑based percentage aligned to shareholder value, payable only at closing
Considering a sale or exploring your options? PCE offers discreet, no-obligation consultations to help you understand your company’s value, the current market, and what to expect from the process. Every conversation is confidential, tailored to your goals, and led by a senior advisor. Let’s talk on your terms, with your future in focus.
If you're ready to explore your exit or simply want a valuation opinion, complete the short form and a senior banker will reach out within one business day.
Michael Rosendahl
Michael Rosendahl leads PCE’s M&A practice, bringing over 20 years of investment banking and corporate development experience. Known for his strategic insights and deal-making expertise, Mike helps clients navigate complex transactions with clarity and confidence. His industry focus spans industrial manufacturing, distribution, power, and heavy transportation. A frequent speaker and published author, Mike is recognized as a thought leader in middle-market M&A.