Last updated: June 2026
Key takeaways
- A sell-side process runs in stages: preparation, marketing, indicative offers, letters of intent, diligence, then close.
- For a mid-market company it typically takes six to twelve months end to end.
- Competition among buyers is what creates leverage on price and terms.
- Most of the value is protected by preparation done before buyers ever see the business.
Overview
A sell-side M&A process moves through a predictable sequence. Each stage exists to build competition and protect value, and the discipline with which it is run decides both the price and the certainty of closing. The whole process usually takes six to twelve months.
1. Preparation
Before any buyer is contacted, the company is made sale-ready. That means clean, defensible financials, a data room, an information memorandum that tells the equity story, and an honest view of the likely valuation. Preparation done well shortens and de-risks everything that follows.
2. Marketing and outreach
A curated list of qualified buyers, strategic and financial, is approached under non-disclosure. Interested parties receive the information memorandum and begin to assess the opportunity. The aim is several credible buyers engaged at once, because that is what creates competitive tension.
3. Management meetings and indicative offers
Serious buyers meet management and submit indicative offers, sometimes called indications of interest. These are non-binding, but they reveal who is real, at what value, and on what structure. The process is managed to keep momentum and tension across the field.
4. Letters of intent and exclusivity
The strongest offers are driven to letters of intent, which set out price, structure, and key terms. Signing an LOI usually grants the buyer a period of exclusivity to complete diligence. Negotiating leverage is highest just before exclusivity, so terms are pinned down here, not later.
5. Due diligence
The buyer verifies the business: financial, commercial, legal, and operational. This is where unprepared sales lose value, as surprises become price chips. A well-prepared company holds its number. Diligence on a mid-market deal typically runs four to eight weeks. See our due diligence page for what buyers examine.
6. Signing and closing
The definitive purchase agreement is negotiated alongside diligence, covering price, structure, representations, warranties, and any escrow. On signing and completion, conditions are satisfied and funds are transferred. A disciplined process holds terms and momentum through to a close you would sign again.
A realistic timeline
Preparation: four to eight weeks. Marketing and offers: six to ten weeks. LOI to close: eight to sixteen weeks. Six to twelve months end to end is normal. Rushing the preparation is the most common way to lengthen, not shorten, the whole thing.