Confidential sell-side M&A advisory

Sell Your Business With a Clear Plan

SeaRidge Advisory is a sell-side M&A advisory firm for owners of privately held companies. We typically advise on transactions of about $3 million to $50 million or more in enterprise value.

We help you prepare for market, connect with qualified buyers and negotiate your exit, from preparation through closing.

Free Business Valuation

Who We Work With

We work with owners at different points in the decision:

  • Owners who want to understand what their company is worth before deciding what comes next.
  • Owners preparing the business before going to market or speaking with buyers.
  • Owners considering or already navigating a sale who want one coordinated process.

We are based in San Diego, California, and work with owners nationwide.

Deal size
Most of our engagements involve companies with an enterprise value of roughly $3 million to $50 million, and sometimes more. If your business is smaller or larger, a short conversation will tell us both whether we are the right fit.
Industries
We advise owners across four broad sectors:
  • Manufacturing and industrials
  • Distribution and wholesale
  • Healthcare and medical services
  • Business and commercial services

We also advise companies in other sectors. Several of these industries have a dedicated SeaRidge Advisory specialist firm. See Our Brands.

What the Engagement Includes

One advisory team runs the sale with you from the first valuation question to the handover.

Valuation and readiness

An initial view of value, the earnings measure buyers are likely to use, and the issues worth fixing before buyers see them.

Preparation

Organizing financial statements, tax returns, adjustment support and the operating information buyers will ask for.

Buyer strategy and outreach

Identifying the types of buyers that fit your goals, then screening them for funding, decision authority and plans for the business.

Controlled disclosure

Confidentiality agreements and staged information sharing, so sensitive detail goes only to buyers who have earned it.

Offer comparison and negotiation

Comparing cash at closing, seller notes, earnouts, retained equity, conditions and your role after the sale.

Diligence and closing

Organizing buyer requests, tracking open items and coordinating with your attorney, CPA and other advisors.

Transition planning

Agreeing your support period and how key relationships and responsibilities move to the buyer.

Your legal, tax and financial advisors lead the legal documents, tax treatment and other specialist decisions. We coordinate the process around them.

Fees. SeaRidge Advisory does not charge an upfront retainer, listing fee or ongoing advisory fee. Under the engagement agreement, we earn a commission only if the business sells.

Business Broker, M&A Advisor or Investment Bank?

The titles overlap, and firms differ more than the labels suggest. As a rough guide:

TopicBusiness brokerM&A advisorInvestment bank
Usual deal sizeMain Street sales, often under about $2 millionLower middle market, roughly $2 million to $50 millionLarger, more complex transactions. Minimums vary by firm.
Typical buyersIndividual buyers, often buying their first or second businessPrivate equity groups, strategic acquirers, family offices, industry operators and qualified individualsLarge strategic and institutional buyers
Earnings buyers usually priceSeller’s discretionary earnings (SDE)Adjusted EBITDAAdjusted EBITDA
How buyers are foundListings and buyer databases are commonTargeted, confidential outreach to selected buyersStructured processes run across a wide buyer list

Size bands follow the segments IBBA and M&A Source use in their quarterly Market Pulse survey: Main Street under $2 million, lower middle market $2 million to $50 million.

SeaRidge Advisory works as a sell-side M&A advisor for lower middle market companies. Whoever you hire, ask who will prepare the business, find and qualify buyers, control disclosure, negotiate terms and stay through closing. Our guide to choosing between a business broker and an M&A advisor covers the questions in more detail.

Before Going to Market

Prepare Your Business for Sale

You do not need a finished sale plan to speak with us. We start with what matters to you, then identify the information and preparation your business needs.

The First Conversation

Start With Your Goals

Tell us what you want from a sale, not just when you want to leave.

  • Your preferred timing and reasons for selling
  • The role you would like after the sale
  • What matters most for your employees, customers and legacy

Exploring now or planning ahead? Either is a useful place to start.

The Initial Review

Build a Clear Business Picture

We help identify the records and questions that deserve attention before buyer outreach.

Financial Performance
Recent financial statements, tax returns and explanations of unusual or owner-related expenses.
Day-to-Day Operations
Revenue sources, key customers, leadership responsibilities and areas that rely on you.
Ownership and Agreements
Ownership interests, material contracts and the advisors who will support the transaction.

Bring what you have. We can identify gaps together and discuss whether to prepare further or explore a sale.

Free Business Valuation

Buyer Qualification

Find Buyers Who Can Move Forward

Interest alone is not enough. SeaRidge Advisory evaluates a buyer’s financial capacity, decision-making authority and acquisition plans before discussions advance.

Ability to Fund the Deal

Understand how the buyer expects to fund the purchase, what financing is needed and what evidence supports the plan.

Can they fund the acquisition?

Who Can Approve the Deal?

Identify who approves the acquisition, which partners or committees are involved and what could delay a decision.

Who can commit to the deal?

Plans After the Sale

Discuss why the buyer wants the company and how their plans affect your team, customers and role after closing.

Is the fit right for your exit?

Evaluating an Offer

Look Beyond the Purchase Price

An offer is more than one number. SeaRidge Advisory helps you compare when you would be paid, what must happen before closing and what you would still be responsible for afterward.

At Closing

What Do You Receive Up Front?

Review the amount due when ownership changes hands, then distinguish it from what you would actually keep.

Cash Paid at Closing
The amount due when the sale completes, separate from any future payments.
Closing Adjustments
Debt repayment, working capital and other agreed adjustments can affect your proceeds.
What You Keep
Review fees and taxes with your advisors to estimate your take-home proceeds.

After Closing

What Would You Receive Later?

Some offers include money paid later or an ownership stake you keep. Neither is cash you receive on the closing date.

Seller Financing / Seller Note
The buyer pays part of the price over time under a promissory note. Review repayment terms, security and the risk of nonpayment.
Earnout
Payment depends on agreed future results. Review the targets, calculation rules, buyer control of operations and how disputes are resolved.
Retained Ownership
You retain an equity interest rather than receiving all cash. Review governance rights, future dilution and when you may be able to sell.

What Must Happen to Close?

Compare financing, approvals, due diligence and the proposed timetable.

What Happens After Closing?

Review what is sold, what you retain, transition duties and continuing liabilities with your advisors.

What Changes for Your Team?

Review the buyer’s plans for your team and customer relationships.

A higher headline price may include delayed or conditional payments. Compare the whole offer, not just the number at the top.

From Accepted Offer to Handover

Move From Offer to Closing

An accepted offer starts the next phase of work. We coordinate buyer requests, open decisions and transition planning so you can stay focused on running the business.

01

Complete Buyer Due Diligence

The buyer checks the records behind the offer. We help organize information requests, coordinate responses and keep outstanding questions visible.

The focus: accurate financial, operating and contract information.

02

Resolve Open Closing Items

We track unresolved terms, financing milestones and required approvals with the buyer and your advisors.

The focus: who owns each open item and what needs to happen next.

03

Organize the Business Handover

Clarify your agreed support period, the handover of key relationships and how responsibilities will move to the buyer.

The focus: a clear transition plan and defined obligations after closing.

SeaRidge Advisory coordinates the sale process alongside your legal, tax and financial advisors. Those advisors guide the legal documents, tax treatment and other specialist decisions.

How We Protect Confidentiality

Most owners worry about employees, customers or competitors finding out too early. The process is built around that concern.

Screening first

Buyers are screened before discussions advance, and confidentiality agreements are in place before sensitive information is shared.

Information in stages

Access expands as the discussion becomes more substantive, not simply because someone asks.

A first conversation commits you to nothing

Requesting a valuation does not market your business, contact prospective buyers or commit you to sell.

A controlled process reduces unnecessary exposure. It cannot eliminate every confidentiality risk.

For more on keeping a sale quiet, see how to sell a business confidentially.

Your next step

Discuss Selling Your Business

Tell us about your company and your goals. We can discuss timing, preparation and the next step.

Looking for industry-specific advisory? Find your specialist team.