What to Expect When You Sell Your Business: A Broker's Guide to Valuation, Buyers, and Getting a Deal Done

Most business owners approach a sale focused on one thing: the number. What they often underestimate is everything that happens between the first conversation with a broker and the moment a deal actually closes. Valuation, buyer qualification, confidentiality, due diligence, and the legal process each carry their own risks, and any one of them can derail a transaction that looked promising on paper ^[1].

As Derick Humphrey at Hornblower Business Brokers, explains, "a deal is not about the final price. It's about the journey." Understanding what that journey looks like, and where it most commonly goes wrong, is essential preparation for any owner thinking about a business sale.

Getting the Valuation Right From the Start

The first conversation between a seller and a broker sets the tone for everything that follows. It is also where unrealistic expectations most frequently take root.

"Quite frequently we find that a seller engages with a broker that gives them an over-realistic valuation to get them on the market," Derick notes. The result is predictable: the business goes to market at a price buyers will not pay, sits unsold, and eventually has to be repriced. By that point, the business has acquired a stigma that makes the next attempt harder.

Sellers tend to gravitate toward the broker offering the highest figure, just as homeowners lean toward the estate agent with the most optimistic view of their property. A credible valuation is built from the financials of the business, not from what a seller hopes to achieve. Derick adds that there is currently healthy demand, provided the business has a strong EBITDA and an established trading history ^[2]. The opportunity is real. The risk is pricing yourself out of it.

Bringing a Business to Market Without Losing Confidentiality

Once a realistic valuation range is agreed, the process of finding buyers begins. For most owners, confidentiality is the immediate concern. Staff, clients, and competitors cannot know the business is for sale until the deal is sufficiently advanced.

The standard approach is an executive summary, sometimes called a teaser. "It's enough information that just gives you the top line figures, the information on the business, what sectors they're in, perhaps a general geographic area," Derick explains. It is designed to generate enquiries without exposing the identity of the business to the wider market.

That teaser is distributed across platforms including Hornblower's own website, newsletter, and email campaigns, as well as established business-for-sale listings. The first two weeks are critical. "It's crucial that in the first week to two weeks that we get as many people enquiring on that business as possible," Derick says. In practice, a single listing can attract between 30 and 100 enquiries in the first month.

Separating Serious Buyers From the Rest

A high volume of enquiries is a positive signal, but it does not mean a high volume of credible buyers. Many people who express interest will not have the financial means, relevant experience, or genuine intention to complete a transaction ^[3].

The qualification process involves assessing each buyer's financial credibility, relevant background, and access to funding. Even among those with apparent credibility, further scrutiny is required: "You've still got to really make sure they've got funds available that are suited to this type of seller," Derick notes.

The number of buyers who reach the interview stage is typically very small. "It can be as low as three to four initially," he says. Out of 100 enquiries, that is a significant amount of filtering. The process is deliberate: putting unqualified buyers in front of a seller wastes time and creates false hope at a stage where momentum matters.

Navigating Due Diligence, Contracts, and the Points Where Deals Fall Apart

Once a buyer and seller reach agreement in principle, the formal process begins. This stage, covering heads of terms, due diligence and the share purchase agreement (SPA), is where most transactions either succeed or unravel ^[4].

Heads of terms set out the agreed framework of the deal. Getting these right matters: each party needs to understand clearly what they are committing to before accountants and solicitors become involved. Due diligence follows, with the buyer's accountancy team reviewing the seller's financials in detail. Derick is clear that this stage should be completed before solicitors are engaged: "It's crucial that the due diligence process is signed off" before legal costs begin to accumulate ^[5].

There are several points at which deals commonly slow down or fail. The most frequent is a seller's accountant being too slow or too restrictive with information. "It really has to be an open book at that stage, where both parties trust each other," Derick explains. The second is a solicitor who is not experienced in commercial transactions, or who takes an adversarial approach to the share purchase agreement. "It has to be a win-win situation on both sides," he adds.

Funding confirmation is another pressure point. Some buyers will only secure financing once due diligence is complete, which means proof of funds may not arrive until halfway through the process. Hornblower's approach is to seek a letter of comfort from the buyer's accountant before heads of terms are signed, providing a degree of assurance early.

What Sellers Should Expect From Their Broker Throughout the Process

A good broker does more than find buyers and manage paperwork. Throughout a transaction that typically takes six to twelve months, the role extends to managing expectations, flagging risks, and keeping both parties focused when the process becomes difficult ^[6].

"We give them a feel of what the journey is going to be like from day one," Derick says. Sellers who understand the likely pressure points in advance are better placed to navigate them without losing confidence in the deal. Those who encounter problems without warning are more likely to make reactive decisions that put the transaction at risk.

The final price remains important. But for owners who want to get a deal across the line, the quality of the process, and the broker guiding it, matters just as much.