Acquired. The Art of Selling a Business with $10 Million to $100 Million in Revenue


The Art of Selling a Business With $10 Million to $100 Million in Annual Revenue

Jacob Orosz Portrait

by Jacob Orosz, President of Morgan & Westfield

Questions Answered in This Book

  • How long does it take to sell a mid-market company?

  • Why don’t some businesses sell?
  • How do I maximize the value of my company?

  • What are the advantages and disadvantages of using a multiple to value my business?
  • What are the most common methods to value mid-sized companies?
  • Do buyers commonly pay for potential?
  • Who should I hire to appraise my business? How much do they charge?
  • How do I decide which value drivers to prioritize when preparing for the sale?
  • How and when should I tell my employees I’m planning to sell?
  • How do I keep the sale a secret from my employees, customers, and competitors?
  • How do I minimize the tax implications of the sale?

  • How do I structure the deal from a legal standpoint?
  • Should I consider an earnout?
  • How do I prepare for due diligence?


For a business to sell for what it’s really worth – or even more – you need to properly prepare. But too many entrepreneurs put off planning the sale of their business until the last moment. Acquired – The Art of Selling a Business With $10 Million to $100 Million in Revenue will help you prepare your business for sale and walk you through the sales process, dodging the pitfalls along the way. With a significant amount of your wealth tied up in your business, planning your exit is one of the most critical initiatives you’ll undertake. Don’t go it alone.

Table of Contents

Front Matter

  • Copyright Page
  • Acknowledgments
  • About the Author
  • Preface
  • Acronyms
  • Additional Resources


  • Deciding to Exit
  • The Importance of Preparation
  • Timing Expectations
  • Why Deals Die
  • A Comment on Exceptions

Chapter 1: Exploring Your Exit Options

  • Options for Exiting Your Business
  • Management Buyouts
  • Selling a Part of Your Business

Chapter 2: Deciding to Double Down

  • Selling vs. Doubling Down
  • Raising the Money to Double Down

Chapter 3: What Buyers Want

  • Major Factors Buyers Consider
  • The Two Types of Buyers


  • Calculating EBITDA
  • EBITDA: A Complete Guide

Chapter 5: Valuation Multiples

  • Typical Returns
  • The Purpose of Multiples
  • Returns Across Investment Classes
  • Advantages and Disadvantages of Multiples
  • What Multiples Ignore
  • How to Use ROI for Valuing a Business
  • Tips for Using Multiples

Chapter 6: Valuation Theory

  • Critical Valuation Concepts

Chapter 7: Valuation Practice

  • The Basics of Valuation
  • Valuing Potential
  • Selecting the Right Appraiser

Chapter 8: Value Drivers

  • Industry Structure
  • Level of Industry Competition
  • Product Mix
  • Customer Base
  • Operations
  • People
  • Financial Factors
  • Legal Factors
  • State of the Economy
  • Negotiating Position

Chapter 9: Improving Value

  • Maximizing Value
  • Business Strategy
  • Key Financial Metrics
  • Growth Opportunities
  • Business Operations
  • Customer Base
  • Legal Factors
  • People
  • Shareholders

Chapter 10: Prioritizing Your Value Drivers

  • Completing the Model
  • Example Return on Value Driver’s Model
  • Comments on the Model
  • Tips for Completing the Model

Chapter 11: Your Deal Team

  • Investment Banker
  • The Role of Attorneys
  • The Role of Accountants
  • Considerations for Your Deal Team

Chapter 12: Your People Strategy

  • Informing Your People
  • Retaining Your People
  • Alternatives to Non-Compete Agreements

Chapter 13: Preparing the Information Memorandum

  • Teaser Profile
  • Information Memorandum
  • Preparing Additional Documents
  • Releasing Information in Phases

Chapter 14: Keeping the Sale a Secret

  • How to Ensure Confidentiality
  • Who Else to Tell About the Sale
  • Confidentiality Agreements
  • Analysis of a Confidentiality Agreement

Chapter 15: Understanding and Finding Buyers

  • Understanding the Three Types of Buyers
  • Finding and Contacting Buyers

Chapter 16: Qualifying Buyers

  • How Buyers Are Screened
  • Customizing Your NDA for Competitors
  • Avoiding Unqualified Buyers

Chapter 17: Management Meetings

  • Setting the Meeting
  • The Agenda
  • After the Meeting
  • Handling Additional Information Requests
  • Further Screening Buyers

Chapter 18: How to Negotiate with Buyers

  • Tip 1: Conduct Pre-Sale Due Diligence
  • Tip 2: Avoid Sunk Costs
  • Tip 3: Create Alternatives
  • Tip 4: Stay Calm and Collected
  • Tip 5: Keep Your Foot on the Gas
  • Tip 6: Avoid Deal Fatigue
  • Tip 7: Listen, Listen, Listen
  • Tip 8: Be Honest and Humble

Chapter 19: The Letter of Intent

  • Overview of the LOI
  • Major Clauses
  • The LOI Process
  • Negotiating a Favorable LOI
  • Problems and Solutions

Chapter 20: Deal Structure

  • Primary Components of Deal Structure
  • Typical Deal Structures
  • Maximizing Deal Structure
  • Financial Components
  • Legal Deal Structure
  • Legal Deal Structure and Entity Type
  • Deal Structure and Taxes
  • Minority Exits

Chapter 21: Due Diligence

  • Preparing for Due Diligence
  • The Due Diligence Process
  • 4 Types of Due Diligence
  • Avoiding Problems in Due Diligence
  • Sample Due Diligence Checklist

Chapter 22: Purchase Agreement

  • Signing to Closing
  • Overview of the Purchase Agreement
  • Negotiating the Purchase Agreement
  • 3 Ways to Structure a Deal
  • Schedules and Exhibits
  • Non-Competition Agreement
  • Reps and Warranties
  • Indemnification

Chapter 23: Closing

  • Getting Ready for the Big Day
  • How the Closing Works


    Additional Resources


        Appendix A: Glossary

          Appendix B: Due Diligence Checklist

            Appendix C: Purchase Agreement Clauses

              Appendix D: List of Closing Documents

                Appendix E: Escrow’s Duties

                  Appendix F: Recommended Reading


                    The Art of Selling a Business With $10 Million to $100 Million in Annual Revenue

                    About the Author

                    Jacob Orosz Portrait

                    Jacob Orosz

                    President and Founder of Morgan & Westfield

                    20+ Years of M&A Experience: Over 20 years of experience facilitating mergers, acquisitions, sales, and other business transfers with transaction values up to $500 Million.

                    300+ Transactions: Successfully participated in or managed the sale of over 300 privately held companies representing both buyers and sellers in North America, Central America, South America, Europe, and Asia.

                    Author of 6 Books on M&A: The Art of the Exit, A Beginner’s Guide to Business Valuation, The Exit Strategy Handbook, Closing the Deal, Acquired and Food & Beverage M&A

                    Host of M&A Talk: Host of the #1 podcast on mergers and acquisitions – M&A Talk.

                    Host of Food & Beverage Talk: Host of the #1 podcast on mergers and acquisitions specializing in the food & beverage industry – Food & Beverage Talk.

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                    Host of: The #1 Podcast on Mergers & Acquisitions
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                    Browse Our Other Books

                    The Art of the Exit. The Complete Guide to Selling Your BusinessThe Exit Strategy Handbook. A Complete Guide to Preparing Your Business for SaleClosing the Deal. The Definitive Guide to Negotiating the Sale of Your BusinessFood and Beverage M&A. An Insider's Guide to Selling a Food or Beverage Business
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