Selling Your Business by 2027? What to Prioritize Now

If an owner wants to complete a sale by the end of 2027, what should they prioritize now? How would you assess whether that timeline is realistic?

The short answer: yes, there is still time, but only if the owner starts getting organized now. We used to tell clients a deal took six months or so to close. Today, nine to twelve months from engaging a banker to a funded close is the more realistic expectation.

We assess the timeline by working backwards. An owner who wants to close by December 2027 needs to be in market by roughly the end of the first quarter. That means the real preparation work has to happen over the next few months.

Start with what buyers will test first:

• Clean, defensible financials. We strongly recommend a sell-side Quality of Earnings (QoE) report. These days a QoE is the norm, not the exception.
• An achievable 2027 budget. Buyers will measure you against it throughout the process, so it needs to be one you can hit.
• A management team that can run the business without the owner in every decision.

At the same time, the owner should assemble the right advisory team. We think of it in four buckets:

• Wealth advisory. Understand what your net proceeds will look like and what they will provide, both to live on and to leave to heirs, charity and other priorities.
• Tax planning. This is critical. Many of the most valuable tax-saving strategies have to be put in place well before the year of the transaction, and once the window closes, it is gone.
• Legal counsel. Hire an attorney who does M&A every day, not one who has done a deal or two. An attorney who is not current on market terms ends up negotiating points that are not worth fighting over, which drags out the process and puts the deal at risk.
• Accounting and records. Your CPA and CFO should start now: cleaning up the books, identifying and documenting add-backs, making any prior-year adjustments, and organizing everything so it is ready to hand to your bankers.

How would your advice differ for an owner targeting a sale in 2028 or beyond?

The checklist is the same. The difference is that an owner with two or more years has time to actually improve the business, rather than simply clean up and present the business as it is today.

That owner should take an honest look at a few questions:

• Is my customer base diversified enough?
• Do I have a strong second layer of management?
• Can I shift more of my revenue toward recurring or contracted revenue?
• Am I positioned in the right markets?

Every one of these moves the needle on value, and none of them can be fixed in a few months.

Can you share an example where an owner’s preparation, or lack thereof, materially affected the sale process or outcome? What were the key lessons?

The situation

A specialty manufacturer with approximately $4 million in EBITDA. The owner began preparing 18 to 24 months before going to market. He converted to accrual-basis financials, commissioned a sell-side QoE, documented his add-backs, and promoted an operations leader who took over key customer relationships. He also put major customer contracts in writing, moved the real estate into a separate entity with a market-rate lease, and resolved issues with minority shareholders.

What happened

• A competitive process produced multiple letters of intent (LOIs). Because the QoE was already in the data room, buyers bid with confidence instead of pricing in risk.
• The buyer’s diligence confirmed the numbers. There was no re-trade.
• The deal closed roughly 90 days after the LOI, with a smaller escrow (supported by representations and warranties insurance) and a shorter, consulting-style transition for the owner.

The key lessons

1. Re-trades are the biggest value destroyer, and they are largely preventable. A buyer’s QoE will find whatever the seller’s did not. A sell-side QoE surfaces those issues before the LOI, while you still have competitive leverage.
2. Add-backs are only as good as their documentation. Every adjustment needs a paper trail. “Trust me” add-backs get discounted or thrown out.
3. Owner dependence gets priced as risk. It shows up as a lower multiple, a larger earnout or a longer required transition. Building a second layer of management is one of the highest-return investments an owner can make before a sale.
4. Time kills deals, and fatigue kills value. An unprepared seller ends up negotiating while exhausted. A prepared seller keeps momentum and keeps alternatives alive.
5. A clean structure removes distractions. Separating the real estate, putting contracts in writing, cleaning up the cap table and resolving legal or compliance loose ends all shrink the list of things a buyer can use to renegotiate.
6. Personal readiness matters as much as financial readiness. Owners who have not decided what comes next tend to waver during the process, resist transition terms or second-guess the deal late. That hesitation costs them leverage.

The takeaway

Preparation does more than raise the price. It protects the price you have already negotiated.

Whether your target is the end of 2027 or a few years further out, the time to start preparing is now. The owners who get the best outcomes start early, build the right team, and get to market with their story already proven. That protects their leverage from the first conversation with a buyer to the day the deal closes.

If you’re thinking about a sale in the next few years, we’d welcome a conversation. At FOCUS, we help owners figure out whether their timeline is realistic, what buyers will look for in their business, and which steps will matter most before going to market. There’s no obligation and no pressure, just a candid look at where you stand.