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Stop Negotiating Directly with Buyers

A CEO's One-Page M&A Guide​

Selling your company it’s a high-stakes negotiation where the buyer walks in with every built-in advantage. They’re prepared, coordinated, and experienced. You, on the other hand, are selling the business you’ve built, probably once in your life.

Research from Bain & Company, McKinsey & Company, PwC, and multiple academic studies is clear: going it alone leaves money and control on the table.

The Buyer's Built-In-Advantages

Several subsectors are drawing increasing attention due to fragmentation, recurring revenue potential, and the ability to integrate services under a common platform. Chief among them:

  • More Expertise: In-house corporate development pros, elite M&A attorneys, Big 4 accountants, specialized consultants.
  • More Experience: Dozens or hundreds of transactions; they know every tactic to chip away at your value.
  • Information Asymmetry: They dig deeper into your business than you can into theirs — and use that leverage.
  • Anchoring Early: They set the first valuation and terms in their favor.
  • Retrade Risk: Use diligence “findings” to cut price late in the process.
  • Exclusivity Leverage: Lock you up before you’ve created competitive tension.

Bain reports global M&A deal value rose 14% year-over-year despite market volatility. Buyers are staying aggressive. McKinsey shows disciplined, repeat acquirers deliver ~2% higher annual TSR than sporadic dealmakers — proof they know how to win. PwC finds 30% of companies paused or restructured deals in uncertain markets — moments when buyers tighten the screws on sellers.

What a Banker Brings to the Seller

The data isn’t soft opinion, it’s hard evidence:

How bankers level the field:

  • Competitive Tension: Multiple buyers bidding up price and terms.
  • Process Control: Structured timelines, organized data and artifacts, staged data releases, disciplined buyer engagement.
  • Stronger Narrative: Equity story highlighting ARR quality, low churn, compliance readiness, and growth levers. Overall better strategic positioning and alignment with Buyer’s needs.
  • Preemptive Diligence: Sell-Side Quality of Earnings, document readiness, tax, legal, wealth management and operational readiness to limit retrades.
  • Better Terms: Lower escrows, tighter indemnities, better working capital definitions and analysis and better earnouts.
  • Business Protection: Management keeps focus on performance, hitting its numbers, while bankers run the deal.

Special Risks in SaaS & Technology-Enabled Managed Services Without Representation

  • AAR/Subscription Mispricing: Without clean segmentation and churn-adjusted data, ARR is undervalued.
  • Customer Concentration Overhang: Top-account risk gets overestimated without a retention and expansion narrative.
  • Tech Debt Exposure: Legacy architecture or scalability gaps become price-cut ammo late in diligence.
  • Upside as “Free”: AI features, automation roadmaps, and upsell potential are treated as freebies unless valued in the equity story.

Bottom Line

From Bain to McKinsey to PwC and the academic literature, the conclusion is blunt:
Without a banker, the buyer controls the process. With a banker, you control the process, the story, and the outcome — maximizing price, improving terms, and reducing risk.

You only sell once. Stack the deck in your favor.

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