Sell-side advisory

Begin with the valuation, not the decision

Most engagements begin with a valuation and proceed no further for a period of years, and that is an entirely appropriate outcome. An accurate understanding of value changes how the business is run whether or not a sale follows: which work is pursued, what is documented, and what is discontinued.

No listing or engagement agreement is required for that conversation, and there is no fee for it.

What a buyer is paying for

Not revenue. Across every trade we cover, price is driven by the share of revenue that recurs each year without being sold again.

• The recurring base. Contracted, scheduled and documented work is the most valuable asset most of these businesses hold, and the one most often undervalued because it is never separated on the income statement.
• Licenses and the individuals who hold them. Which licenses the business operates under, and whether the qualified license holders remain after closing.
• Customer concentration. If three accounts represent half of revenue, the buyer will price that risk. Knowing the figure before it is asked for materially improves the seller’s position.
• Clean financial and operating records. Reliably the difference between an orderly diligence process and a repricing.

Not every buyer is a consolidator

A portion of the buyers for businesses of this size are individuals rather than platforms, and some of them are acquiring in order to qualify for an E-2 treaty investor visa, which requires a substantial investment in an operating business that the investor will direct. Acquiring an established, profitable company is one of the ordinary routes to that.

There is no statutory minimum investment. The test is proportional: the investment must be substantial relative to the cost of the business, so a lower-priced business demands a higher share of it. Adjudicators reviewing an acquisition consider the purchase price, the financial history and the number of people employed.

The relevance to a seller is specific. This buyer will almost certainly be unable to hold your state license. They have not spent fifteen years in fire protection or pest control, and they will not sit the examination before closing. Whether your licensed personnel remain after the transaction therefore becomes central to the deal.

That cuts in the seller’s favor: a business whose license holders are documented, under agreement and likely to remain is worth materially more to this buyer than to a national platform that already employs fifty of them.

Two qualifications. The visa is restricted by nationality: roughly eighty countries hold a qualifying treaty, and China and India are not among them, which excludes a large share of the buyers one might otherwise expect in Houston or Dallas.

These are also frequently first-time operators. That matters specifically to a seller carrying a seller note or an earnout, because the buyer’s inexperience becomes the seller’s risk as well.

A second program, EB-5, leads to permanent residency rather than a renewable visa. It is generally the wrong fit here, because it turns on the creation of ten new jobs, which the acquisition of an existing business does not accomplish. One exception is relevant to a business that has had a difficult two years: a company that has lost a fifth of its net worth may qualify on the basis of jobs preserved rather than created.

The requirements above are drawn from USCIS and the State Department, which publishes the current list of treaty countries. Whether a particular buyer qualifies is a question for their immigration counsel and not a matter on which we advise. What we can assess is how your business is likely to be viewed by that buyer.

Why unrepresented sales underperform

Rarely because the buyer acts in bad faith. More often because a single bidder sets the price, the owner has no basis for comparison, and the transaction terms (earnouts, escrow, working capital, the length of the transition) are negotiated by someone encountering them for the first time against a counterparty who negotiates them monthly.

The headline multiple is not where most value is won or lost. The terms beneath it are.

If you have already received an approach

Unsolicited approaches are common, and the offer is frequently reasonable. Reasonable and best are not the same thing. Bring the offer to us before signing anything. A letter of intent usually carries an exclusivity clause, and once it is executed the seller’s leverage is largely gone.

How an engagement is conducted

When an owner decides to go to market with us, the work follows a defined sequence, and each step exists to protect the price:

1. 1

   Valuation assessment

   Before any agreement and at no cost: a written assessment of what the business is likely worth, who the buyers are, and what would move the number. Many owners pause at this point, which is appropriate.

2. 2

   Preparation

   Normalized financials, the recurring base separated and documented, and diligence issues identified before a buyer identifies them.

3. 3

   Buyer identification

   Built from the market map: consolidators active in your trade, adjacent platforms, and qualified individual acquirers. No party is approached without your approval.

4. 4

   Confidential marketing

   Your name does not appear on the first document a buyer sees, and identifying detail is released only under an executed confidentiality agreement.

5. 5

   Offers compared on terms, not price alone

   Structure, earnout, escrow, working capital and the length of the transition, presented side by side, before anything is signed.

6. 6

   Diligence and closing

   Managed to a timetable, so that an executed letter of intent becomes a closing rather than a renegotiation.

Confidentiality

A property is sold by being seen by everyone. A business is sold by being shown selectively, to a short list, one party at a time. Nothing in our process places your company on a public listing service, and a buyer does not learn the identity of the business until they have executed a confidentiality agreement and you have approved the approach.

The reasons are practical. An employee who learns the business is for sale begins looking elsewhere, a competitor begins calling your customers, and a customer begins soliciting alternative bids. Your team learns of the sale from you, at the time you choose, which is typically once the buyer has been selected and terms are settled.

The Buyer Engine

The sequence above runs on a system built specifically for this work. The Wild Rose Buyer Engine exists to identify higher-value buyers in less time. It begins from a mapped universe of the platforms and strategic acquirers active in your trade, so outreach commences at the outset of the engagement rather than weeks into it. It runs every approach in parallel and tracks each buyer from first contact through confidentiality agreement, information memorandum, indication of interest and letter of intent, which is how competitive tension is created and maintained. It is grounded in our research database of 63,250 licensed Texas businesses and in current published transaction data, so that pricing discussions begin from evidence.

What we know before the first conversation

We track these markets from public records rather than from hearsay. Before a first meeting we generally know how long you have held your licenses, which trades you hold, whether you own your premises, and which of your apparent local competitors have already been acquired by a national platform without changing their name.

Knowing which firms are genuinely independent, and which have already sold, is the starting point for knowing who is likely to acquire yours.

Frequently asked questions