Selling · the full mandate

The whole transaction, first call to wire. Days of your time, not months.

A first call commits you to nothing. If you have a board or investors, here is how this process reports to them →

The four movements

The first is yours. We lead the other three.

Already decided? Then your process starts at movement two – though we will still ask the win-of-wins question before we approach a buyer, because it decides who the buyers are. The same four movements, stage by stage and with the evidence on how often they work, are in chapter 1 of the Founder’s M&A Reference.

  1. 1DecideYou decide
  2. 2PrepareWe lead
  3. 3CompeteWe lead
  4. 4CloseWe lead

1 · Decide

What happens
Valuation, options, and the win-of-wins question. Sometimes it ends here, on our advice.
Your part
The decision. It is the only one we cannot make for you.

2 · Prepare

What happens
Financials reconciled, the story built, the weaknesses a buyer will find repaired before they find them.
Your part
Answer questions. Approve what goes out in your name.

3 · Compete

What happens
Buyers approached with a written thesis, staged information, and a calendar that holds.
Your part
The management meetings, and the decisions only the owner can take.

4 · Close

What happens
Diligence managed, terms negotiated, the deal you signed defended to completion.
Your part
Keep running the business. This is the stretch where founders normally stop doing that.

What you hold at the end of month one. This is what the retainer funds, and it is yours whether or not the process goes to market.

  • A valuation.

    Built on your own diligenced numbers, with its downside case.

  • A buyer universe.

    With a written thesis for every priority name.

  • A normalised financial package.

    And the reconciliations behind it.

  • The transaction narrative.

    The case a buyer’s board will be asked to approve.

  • A data-room plan.

    With the disclosure staging – what is released, to whom, and when.

  • A named risk list.

    Each item marked fix, disclose or price.

  • The decision on whether to launch at all.

    Taken with the valuation and the risk list in hand, not before.

Week by week

One process. Two workloads – deliberately unequal.

The operating timeline as we plan it: what we carry, what only you can do, and where each stage tends to fail.

Decide→Prepare→Compete→Close
Preparation
Weeks 1–5
What we do
  • Financial normalisation, one accounting basis
  • Legal & contractual readiness, with counsel
  • Data room built before market
  • Documented thesis per prioritised buyer
What you do
  • Working sessions only you can lead
  • Finance team's load, planned with them

Common failure mode: discovery – the issue found now is context; found later by a buyer, it's leverage.

Market
Weeks 6–12
What we do
  • Staged, code-named outreach – thesis, not solicitation
  • Blind profile → NDA → named teaser → data room in tranches
  • Competitive rounds sequenced
What you do
  • Run the company

Common failure mode: a leak scare – there is a protocol, agreed before market, not improvised.

Offers
Months 4–6
What we do
  • Offers structured against each other
  • Price and structure negotiated together
  • Q&A discipline; holding the tension
What you do
  • Management presentations, prepared and rehearsed
  • The decisions only the owner can take

Common failure mode: a buyer going quiet; an offer whose structure needs more examination than its headline.

Signing → Close
Months 6–9+
What we do
  • Conditions tracked daily
  • Definitive agreement, clause by clause with counsel
  • Escrow, working capital, deferred elements engineered
What you do
  • Run your company – its performance is itself leverage
  • The final signing week

Common failure mode: the re-trade – preparation changes the ground the conversation starts on.

Timeline as published on this page; the We/You distribution is illustrative – about 67 founder hours on the counted completed-mandate average, tracked on every mandate. Not a guarantee of duration.

All three founding partners work every full mandate. This is who does what on yours.

Travis Callahan, Co-Founder & Partner
Travis CallahanCo-Founder & Partner

The buyer’s case: thesis, negotiation, structure.

Sebastian Koepp, Co-Founder & Partner
Sebastian KoeppCo-Founder & Partner

The numbers: valuation, financial preparation, the data room.

Ryan O’Sullivan, Co-Founder & Partner
Ryan O’SullivanCo-Founder & Partner

The process: execution, buyer coordination, the timetable.

Firm rule Named on the engagement letter; the people you meet on the first call are the people who run the mandate. The three, in full →

What it asks of you

Two numbers, counted.

6–9 months, engagement to funds transferred · 1 square = 1 working day
MTWTFMTWTFMTWTFMTWTF
Month 1
Month 2
Month 3
Month 4
Month 5
Month 6
Month 7
Month 8
Month 9
≈ 8 working days of your time (67 hours)Everything else: carried by us
6–9 months From engagement to funds transferred, for a prepared company. Complex transactions take longer, and no timetable is worth much before the company, the buyer universe and the diligence burden are understood. A prepared company meeting a clean buyer universe can reach market inside six weeks; verification is the part that does not compress.
67 hours Of your time across the whole mandate – about eight working days, the counted average across every completed mandate since 2020, tracked on every mandate so the standard stays a measured one. It covers the sessions only you can lead: the decisions, the preparation interviews, the management presentations. We run the negotiation. Your counsel’s calls, board time and signing week sit outside it.
What actually runs it

Three things we do that many sale processes do not.

Earn-outs are structured before the leverage is gone

We have been inside earn-outs as sellers, which is why we negotiate the mechanism early rather than accepting a number and arguing about the definition later. Deferred consideration you do not collect was never part of the price.

You know your number before any buyer knows your name

Within the first month, once your documents are in, we build the full valuation – comparable multiples, precedent transactions, discounted cash flow, and where each likely buyer sits in that range. Institutional grade, defended, and yours to keep. A founder who knows their own range negotiates differently for the whole process.

Everyone keeps their own adviser

Your lawyer stays your lawyer and your accountant stays your accountant. We prepare the company for legal and financial diligence and work alongside them; we do not replace them, and we take no fee that depends on them being replaced.

Buyer decision intelligence

Every prioritised buyer arrives with a documented thesis, before we make contact.

A list of logos is not intelligence. What decides your outcome sits inside the buyer: who sponsors an acquisition, what their committee has approved before and at what multiple, which diligence findings move their price and which they treat as noise – and which alternative they are really weighing you against, including building it themselves. Every priority buyer is approached with a documented case, built around how that buyer actually makes acquisition decisions.

A list is a commodity. A decision map is the work.

Ten names from a database – beside one buyer actually understood, with the provenance of each insight stated.

Illustrative
Ten names – any database can produce this
BUYER 01
BUYER 02
BUYER 03
BUYER 04
BUYER 05
BUYER 06
BUYER 07
BUYER 08
BUYER 09
BUYER 10
one of ten, mapped ↓
Buyer 04 – understood
Strategic rationaleInferred
Two-year capability gap in quote-to-cash; build programme stalled – time-to-capability drives the internal case.
Internal sponsorKnown
Divisional president owns the thesis; corp-dev executes, doesn't originate.
Approval pathObserved
Sponsor → CFO → Board – two committee dates a quarter
Valuation logicObserved
Underwrites build-vs-buy plus cross-sell into their installed base; discounts standalone projections.
Alternatives & riskTo validate
One credible alternative target; integration-capacity concern after last year's acquisition.

Illustrative map. Provenance tags – known · observed · inferred · to validate – are how every buyer thesis is actually documented. The evidence standard →

The buyer’s side of the call

Why the call is worth a buyer’s time.

We have sat in their chairAcross our careers, some $10 billion of acquisitions on the buy side – inside a global acquirer’s programme, as counsel to buyers on several continents, as advisers who ran their processes. Many of the people who run corporate development and fund deal teams are former colleagues, counterparties or clients.
A call from us arrives with a caseNot a teaser and a deadline: a documented thesis – what they would be buying, who inside them would sponsor it, what they have paid before, what they would compare you against. A call that arrives with the work done is easier to take than one that arrives with a deadline.
We qualify before we callA buyer contacted by us knows three things: the company is real, the information is prepared, and the process terms are what we say they are. We do not broadcast, so the call is not noise; a small number of mandates at any one time is what keeps it that way.

Ask us on the first call which buyers we have worked with or across from, and what we would say to the three most likely to want your company.

Sold before – or tried to?

If a first process failed, we start by finding out where. What you are buying from us is the part you still can’t Google: where internal sponsorship sits inside each buyer, which functions hold approval or veto influence, what competing alternatives you are actually up against, and what evidence their decision case needs – plus a process that compresses when preparation and universe allow.

  • What we ask to see from the first process.

    The buyer list and who actually engaged, the information they received and when, every indication and what it was made of, and where the conversation stopped. The pattern tends to be visible within an afternoon.

  • What changes in a relaunch.

    The case, not the company: a valuation built on diligenced numbers, a buyer universe built on theses rather than logos, and information released in stages. Buyers who passed are re-approached with a reason to look again, not a reminder.

  • Why it is re-entered quietly.

    A process the market watched fail is a process buyers price. The relaunch is bilateral in appearance and competitive in fact. The evidence, as we put it to a board →

Capacity and continuity

Every mandate has a named lead and a named second inside the process from day one. We take a small number of mandates at a time, process operations are staffed before launch, and specialist diligence work – financial, tax, legal, technical – is done by the appropriate experts and coordinated into one timetable. Senior concentration does not mean single-person dependency.

The mandate, defined

One engagement. The whole transaction. Three founding partners on it.

The full sell-side mandate is the engagement everything on this page describes: we carry the process from the first call to the wire, and you keep running the company. Here is what that covers, what it does not, and what it costs in structure.

What it includes

The valuation we will defend across the table. The readiness review, run inside the mandate. The memorandum, the model and the data room. A documented case for every prioritised buyer before contact. The outreach, the management meetings and the buyer Q&A. Offer strategy, the negotiation of price and structure, the management of diligence, and the economics of the purchase agreement alongside your counsel – through to completion.

What it is not

Not a listing: we do not broadcast your company, and we do not run a process we do not believe can be won. Not a part-time engagement: the three founding partners are on every full mandate, and we take on a number of them we can carry properly. Not a substitute for your lawyer or your accountant – we lead the commercial transaction and work the issues with them.

How it is paid. A monthly retainer sized to the scope of the work, and a success fee on total enterprise value at closing. The retainer funds the preparation; the success fee is earned when the transaction is. You see every economic term before you sign.

One side of every table. We act for sellers and we act for buyers. We never act for both in the same transaction – not as adviser to one and introducer to the other, not through an affiliate, not with a wall between the rooms. In any transaction we are in, we are on one side of it, we are paid by that side, and every participant knows which side that is. How we handle conflicts →

B2B Capital sits hereThe seller – our clientThe founder or owner who engaged us.We are paid by the seller and we negotiate for the seller.
the table
their advisersThe buyerThe acquirer, with its own team.We never advise the buyer in a sale we are running – even a buyer we act for elsewhere.

Firm rule One side of every table. We act for sellers and we act for buyers; never for both in the same transaction.

A small number of owners need the door opened and nothing more. For them there is a narrower engagement, the introduction mandate – and the first thing we do on either is tell you which one fits.

What the other side is reading

Every serious target has two cases to win: the owner’s and the committee’s. Your buyer has a committee. We build the case it has to approve before we call.

How a buyer decides →

Ready to start? The first movement is a conversation.

One call with a founding partner. All three work every full mandate and one of them leads yours; we tell you which, and why, before you engage us. We will tell you what the first eight weeks look like for your company, what it asks of you, and – if the honest answer is not yet – that.

How we work

One side of every table. One method for both.

We act for sellers and we act for buyers – never for both in the same transaction. Whether you are selling a company or buying one, the mechanics are the same: define what a win is before anyone names a price, build the case the other side’s committee has to approve, and keep the process in your control from the first call to the wire. This page is the map. Each door below is the full method.

Or start with the page that matches your situation.

What does not change

Three things that are true on every mandate.

The founding partners work it

Every full mandate is run by the three founding partners, named on the engagement letter. We decline the mandate if we cannot staff it that way.

Every number has a source

Our valuation, our buyer intelligence and every figure in a memorandum trace to a source with a stated evidence tier. The other side can check; so can you.

One side of the table

We act for sellers and we act for buyers – never for both in the same transaction. You want us on your side of the table before we are on the other side of it.

The same three people, whichever side of the table you are on.

Travis Callahan, Co-Founder & Partner
Travis CallahanCo-Founder & Partner

The buyer’s case: thesis, negotiation, structure.

Sebastian Koepp, Co-Founder & Partner
Sebastian KoeppCo-Founder & Partner

The numbers: valuation, financial preparation, the data room.

Ryan O’Sullivan, Co-Founder & Partner
Ryan O’SullivanCo-Founder & Partner

The process: execution, buyer coordination, the timetable.

Firm rule Named on the engagement letter; the people you meet on the first call are the people who run the mandate. The three, in full →

Tell us which side of the table you are on.

One call with a founding partner. You leave knowing which mandate fits, what it would ask of you, and what it would cost – in writing within 24 hours.