Written from the buyer side. Most "selling your business" content is written by brokers (who profit from the deal closing) or PE firms (who want you to take their offer). This is from the operators on the OTHER side of the table — what they wish you knew before the first call. For owners of construction, home services, GovCon, or B2B services businesses.
From the buyer side. Each item is a real point of friction acquirers see in the diligence process — and a real lever sellers can pull BEFORE the first call to capture more deal value.
This is the single highest-leverage move you will make in the entire process. Acquirers will pay 10-30% MORE for a business with clean, defensible, bank-tied financials than for the SAME business with reconstructed-during-diligence books. The reason is simple: clean financials reduce buyer risk, and reduced risk converts directly into a higher offer. If your books aren't clean today, that's a 60-90 day project with a CPA — start it BEFORE you take the first call, not after.
Before the first callIf the business cannot run for 30 days without you, the acquirer is not buying a business — they're buying a job that requires you to stay. That changes the deal: lower multiple, longer earnout, harsher non-compete. The HIGHEST multiples go to businesses where the owner has spent 12-24 months training a replacement, documenting SOPs, and stepping back from day-to-day. If you're already 3-6 months out from sale and you're still on every job site / every customer call — pause the sale, fix this, then resume.
12-24 months beforeA plumbing business doing $2M/yr in break-fix revenue commands a different multiple than a plumbing business doing $1.5M break-fix + $500K in annual maintenance contracts. The maintenance book is worth 2-3x more per dollar because it's predictable, transferable, and reduces buyer integration risk. Same logic applies to GovCon (long-term contract vehicles vs one-off task orders) and B2B services (annual retainers vs project work). If you can shift even 20% of revenue to recurring before sale, the multiple math compounds in your favor.
Multiple mathConstruction & home services (sub-$2M EBITDA): 3-5x adjusted EBITDA for clean strategic deals; SDE multiples for owner-operator are 2-3x. GovCon (sub-$5M EBITDA): 5-8x adjusted EBITDA with strong contract vehicles + clearances; set-aside status (8(a), HUBZone, SDVOSB) can move multiples further. B2B services brokerage (sub-$5M EBITDA): 4-7x adjusted EBITDA with strong recurring book + low customer concentration. If a buyer's offer is materially below these ranges, it's either a lowball OR your business has a real flaw they've identified — don't dismiss either possibility.
2026 reality checkBuyers see customer concentration as the single biggest post-close risk. A business with 1 customer at 40% of revenue gets discounted heavily — sometimes by 30-50% on multiple — because if that customer leaves post-close, the deal economics collapse. If you have 12+ months before sale, actively diversify your customer mix. If you have less time, structure the deal with a holdback tied to that specific customer renewing, OR price the deal at the discounted multiple and acknowledge the risk honestly. Pretending the concentration isn't there will surface in diligence and trigger a re-trade.
Pre-sale fixStrategic acquirers in construction & home services almost always keep the operating team — the team IS the asset. GovCon acquirers usually keep cleared personnel (clearances are non-transferable). But protect your key operators DURING the deal: get them stay-bonus letters AS PART of the Purchase Agreement, not as a separate side-conversation later. Acquirers EXPECT this; sellers who don't ask leave their team unprotected and themselves morally exposed. 1-2% of the deal value, paid in 12-month vesting tranches to your top 3-5 operators, is the standard ask.
During the dealA holdback is a portion of the purchase price (commonly 10-20%) the buyer holds in escrow for 12-24 months post-close to cover indemnity claims. Don't just negotiate the SIZE — negotiate all three: (1) SIZE — push for 10-15% not 20% in 2026 unless there are specific tax/regulatory exposures; (2) DURATION — push for 12 months not 24; (3) CAP — the indemnity cap should be the holdback amount, not the full purchase price. Have an M&A attorney negotiate these specifics. Do NOT negotiate them on a Zoom call with the buyer's rep yourself.
Legal leverBoth matter. Ask: (1) How many businesses have they acquired in the last 24 months? (2) What's their integration playbook — keep brands separate or roll into a parent? (3) Talk to 2-3 sellers from prior deals — ask "did the earnout payments arrive on time?" and "did the team feel respected post-close?" (4) For PE-backed acquirers, understand which fund and what vintage — late-vintage funds may pressure faster integration. (5) Read the LOI carefully — sloppy LOIs from sloppy buyers predict sloppy deal execution. If the acquirer can't give you 2-3 prior-seller references with permission to talk, that's a flag.
Buyer-side diligenceDepends on size. Below $1M EBITDA: probably not — broker fees (5-10% of deal) eat too much margin; engage 2-3 strategic acquirers directly and have an M&A attorney review the LOI + Purchase Agreement. $1M-5M EBITDA: optional — a Vistage Chair or boutique M&A advisor (Lamar Rutherford in San Diego is the operator-honest pick at this scale) adds real value if you're not seasoned. $5M+ EBITDA: probably yes — a boutique investment bank (SVH Capital, Jed Morris's outfit for GovCon) can run a real auction and capture meaningfully more deal value than the fee. The honest test: would the broker actually generate competitive bids you wouldn't have generated yourself? If yes, hire. If they're just packaging your CIM and emailing it, you're better off DIY-ing and saving the fee.
Sizing decisionIf you've read the 9 above and want a warm intro to a vetted acquirer in your category, these are the operators PJ routes to. No fee for the introduction. If they engage, they may pay SideGuy a referral. The honest read on the acquirer stays the same regardless.
Tell PJ what you're considering selling, your approximate revenue / EBITDA, and your timeline. PJ routes to the right acquirer in his network if there's a fit — or tells you straight up if there isn't. No fee for the intro.
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