Understanding the Criteria That Drive Real Offers

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If you’re a business owner even thinking about a future sale, recap, or capital raise, this is what you need to know: buyers are not guessing. They follow a playbook. And if your company doesn’t check their boxes — you won’t get real offers. Or worse, you’ll get lowball ones.

At SellWise, we help owners skip the broker, keep the value, and present their company the way a professional buyer expects to see it. Here’s what they’re actually looking for when they review your business:

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1. Clean Financials (the Real Kind)

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Forget the QuickBooks printout. Professional buyers want to see:

- Accrual-based financials (not cash-basis)
- Year-over-year comparisons
- Normalized owner adjustments
- Proof of earnings quality (not just topline revenue)

This is why we deliver a fully recast financials section and bank-ready “SellWise Bank Book” in every engagement. It’s built for how private equity, family offices, and strategic buyers evaluate a business — not how your bookkeeper runs payroll.

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2. Consistent and Defensible Profit Margins

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Buyers want confidence that your EBITDA is repeatable and not propped up by one-time events or unsustainable tactics.

Red flags include:

- High customer concentration
- Margin deterioration year over year
- Excessive owner perks or vague “adjustments”

If your margins don’t tell a reliable story, the valuation falls apart — or worse, the buyer walks.

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3. Clear Growth Narrative

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Even if you’re not growing fast today, buyers want to know: what’s the upside after I buy this?

This could be:

- Untapped customer segments
- Geographic expansion
- Cross-selling opportunity
- Operational efficiencies or add-on potential

A good buyer isn’t just buying your past. They’re paying for your future — if you’ve done the work to explain it.

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4. Low Transition Risk

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The biggest fear a buyer has? That everything walks out the door the day you do.

To reduce that risk, they look for:

- Strong middle management or key employees
- Documented SOPs or workflows
- Systems that don’t rely on the founder’s brain

If you’re still the hub of every decision, your business isn’t a business — it’s a job. And jobs don’t sell for good multiples.

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5. Industry Fit and Valuation Logic

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Buyers look at you in context. That means:

- Industry comparables (how your metrics stack up)
- Size vs. scalability (can this be a platform or a bolt-on?)
- Deal structure options (equity rollover, seller note, etc.)

At SellWise, we show you exactly where your company sits on the valuation spectrum — and how to improve it before you go to market.

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6. Credibility and Preparation

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This might sound simple, but it’s often the difference between an offer and a pass.

If you can present:

- A clean, professional CIM (Confidential Information Memorandum)
- Detailed supporting schedules
- A well-prepared Q&A process

…you immediately signal: This seller is serious. This business is legit.

Unprepared sellers don’t get real offers. They get fishing expeditions.

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Bottom Line:

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Buyers aren’t mysterious. They’re methodical. If your company doesn’t look like a business worth owning on paper, it won’t command real interest — no matter how hard your broker “shops” it around.

That’s why we built SellWise.

If you're planning a sale in the next 12–36 months — or just want to understand what your company is actually worth — we’ll show you how buyers think, what they value, and how to present your business in a way that gets attention.

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