The M&A process

Selling your company, step by step.

If you've never sold a company before, a sell-side M&A process can feel like a black box. It doesn't need to. Here's how it works with us, one step at a time: what happens, and what we take care of.

See one of our sales in numbers

1Getting to know each other
2Preparation
3Deal marketing
4Negotiation
5Due diligence and closing

Step 1 · Before anything is signed

We get to know each other.

It starts with a conversation, and a lot of questions. About your business, how it's doing, and what a good outcome looks like for you and your co-shareholders, from the dream scenario to the minimum you'd accept.

Why put in this much work before there's a contract?Because we'd rather be fully aligned from day one than find out after signing that we weren't. And if we think the timing is wrong, or that we're not the right partner for you, we'll say so.

Then we choose the route together. A structured sale, on a set timeline. Or a market watch, where we keep an eye out for the right buyer while you keep building. Some founders start with a quiet market test and move to a full sale when the time is right.

How a market test works, with a real example →

Step 2 · Preparation

We get your business ready for buyers.

Two things happen at the same time.

AYour materials

We build the picture buyers will see: a short, anonymous teaser, an investment memorandum that tells the full story of your business, and a financial and KPI package with the numbers buyers will test.

TeaserOne anonymous page

Investment memorandumThe full story

Financial and KPI packageThe numbers buyers test

Doing this thoroughly now means fewer surprises later, and fewer calls for you once buyers are involved.

A couple of weeks to a few months, depending on how ready your data is.

From experienceYou wouldn't believe how often a sale gets held up because the books aren't in order. If you're thinking of selling in a year or two, talk to us now: we'll tell you what to start tracking. Metrics like NRR and GRR take time to rebuild after the fact.

BYour buyer list

Many companies and investors could buy a business like yours, but only a handful are the right fit right now.

Your buyer list is built for your business, not pulled off a shelf. We draw on our relationships with relevant buyers and custom-source new ones for you, optimising for fit without sacrificing breadth. Every outreach is supervised by one of our experienced advisors.

Tech-powered intelligence, human-powered connections.

Deep dive Why buyer coverage matters Our job is to make sure the right buyers hear about your business. Here's how.

The pool is huge. The right fit is rare.

Selling a billion-dollar businessThe buyer list almost writes itself: only a small group of companies can afford it.

Selling a smaller businessThousands of acquirers and investors could have the capacity, and an angle. Only a few are right at any given moment.

The right fit depends on rationale, timing, appetite and terms all lining up. Reach too narrowly and you miss them. Reach too widely and every conversation is noise. So we work on both.

Breadth Every relevant buyer on the list.

We start from our thousands of existing buyer relationships and the first-party signals from years of real deals. Then, for each business, we find new buyers we haven't met yet.

Fit Only the right ones approached.

An experienced advisor decides who's approached, and how. Because every approach is specific, buyers know we're reaching out for a reason, and they respond.

Wide enough to find the few. Precise enough that every conversation is worth having.

Step 3 · Deal marketing

We take your business to buyers.

Now the process officially starts. Your business is never just another listing sent to a generic pool of buyers: we approach each buyer individually, and at first without your name, to protect confidentiality.

You choose the pace. We can start with a few buyers to test the water, or approach everyone at once. And if confidentiality is critical, you can approve the buyer list before anyone is contacted.

Why we take every call ourselvesSelling your company shouldn't stop you running it. We act as your first line of defence: NDAs, calls and first questions all come to us, we filter out anyone who isn't serious, and you only step in for calls with buyers who are.

And you can follow all of it. From kick-off, you have your own dashboard: who has been approached, who's interested, and what each buyer said. Comment on any of them and your advisor sees it. Prefer a quick WhatsApp? That works too.

Your advisoronline

Hey, are you available for a quick chat to align ahead of the buyer call?

Sure, calling you in 5.

Usually 2 to 12 months.

Case study

What a real sale looks like, in numbers.

One of our sales, from start to finish: how many buyers we found, how many we spoke to, and how it narrowed down to the one deal the founder signed.

Cybersecurity SaaS$5m to $10m ARR

448 buyers identified

Buyer identification and outreach

We start anonymously, to protect confidentiality, and reach out to each buyer directly.

170 engaged

Filtering and qualification

We manage all communications and first questions, qualifying interest and filtering for serious buyers.

15 offers received

Offers review

We assess every offer and, where needed, negotiate upfront, so only viable proposals move forward.

7 management calls

Management calls

We set up introductions only with serious, pre-qualified buyers, to protect the founder's time.

1 LOI signed

Negotiation and close

We negotiate the commercial terms in close alignment with the founder.

Some advisors promise you twenty offers. That's easy if you count offers that will never hold up. We go wide where it matters: every relevant buyer is considered at the start. Then we're strict at every step, so the offers that reach you are ones you'd actually sign.

Step 4 · Negotiation

We negotiate the best deal for you.

When offers come in, we look at much more than the headline price. A few terms you'll hear a lot at this stage:

Cash at closing: what you receive the day the deal completes.
Earn-out: part of the price paid later, if the business hits targets agreed with the buyer.
Letter of intent (LOI): a non-binding agreement on the main terms. Signing it gives one buyer exclusivity while they check everything.

We negotiate all of it, and make sure buyers have seen the data that matters before they make a formal offer, so it holds up later. Then you choose. You're never obliged to accept an offer.

Deal structure: what your offer is really worth → LOI pitfalls to avoid → Interactive toolSee what drives your company's valuation →

MilestoneLOI signed

Step 5 · Due diligence and closing

We get it over the line.

With the LOI signed, the buyer checks everything: financials, legal, operations. This is called due diligence, and it's the most demanding stretch for your team. We organise the data requests, keep both sides moving and keep the process on track.

At the same time, the sale agreement is drafted. We negotiate its commercial terms alongside your lawyers (we don't give legal advice). Once it's signed, the deal is closed.

Why deals fall apartWhen a deal falls apart, it's usually for one of two reasons: it wasn't structured properly from the start, or something unexpected came up while the process dragged on. That's why we take our time before the LOI: every issue we settle then is time saved later, once the buyer has exclusivity and you have the least leverage. With the preparation done and the key terms agreed upfront, due diligence moves faster, with fewer surprises.

Key factors for success vs failure in M&A →SaaS due diligence: our top 10 tips →

And through all of it

No sale, no fee.

We're only paid if your company sells. No retainer and no upfront costs, at any step of the process.

Questions

Other things founders ask us.

How long does it take to sell a company?

As a rule, plan for 9 to 18 months, but it varies a lot. We've seen companies sell in a couple of months, though that's rarely ideal, and others take much longer. Most of it comes down to how ready your business is for a sale and how much preparation it needs. Exploring the strategic fit with some buyers can also take time, and due diligence takes longer when the business is more complex. That's also why it's best to talk to an advisor long before you plan to sell. Before we start, we'll give you an overview of the timeline for your business.

What happens after I sell my business?

It varies from deal to deal, starting with whether it's a full or a partial exit. After a full exit, there's typically a transition period of 12 to 24 months while you hand the business over to its new owner. How long depends on how much the day-to-day running relies on you, and how easy the business is to transfer. If it already runs smoothly without you, with clear processes in place, the transition can be shorter. Some founders stay more involved for longer, for example through an earn-out tied to the next few years' results, or by keeping shares and a role in the business. How long you stay, and on what terms, should be agreed before you sign the LOI, not after closing.

How much of my time will it take?

Selling a company takes real time. It isn't a light process. Run it on your own and it becomes a second job on top of running your business: buyers do deals all the time, and most founders do one.

With a good advisor, the workload is much lower. At Nextoria, we take the time at the start to understand your business and what you want from the sale. Then we do most of the work ourselves and run the process. You only join meetings in the later stages, with the most serious buyers, so your time isn't wasted. Due diligence is the stretch that typically requires the most involvement, and we support you throughout to keep it manageable.

Get in touch

Thinking about an exit? Let's talk.

Whether you're ready to sell or still years away, the earlier we talk, the better.

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