Glossary of terms for selling a business
Plain-English definitions of the valuation, deal, and process terms you'll hear when you sell your business. When you're ready for the real thing, get matched with a vetted M&A advisor.
Valuation & financials
Seller's Discretionary Earnings (SDE)
Profit plus the owner's salary and discretionary add-backs, used to value owner-operated businesses. See the full SDE guide.
EBITDA
Earnings before interest, taxes, depreciation, and amortization. The profit measure used to value larger businesses with a management team.
Earnings multiple
The number you multiply earnings (SDE or EBITDA) by to estimate value. Varies by industry and size; see multiples by industry.
Enterprise value
The total value of the business operations, before subtracting debt and adding cash. Often what an earnings multiple produces.
Equity value
What the owner actually receives: enterprise value minus debt, plus excess cash, after working-capital and deal adjustments.
Add-backs (recasting)
One-time or personal expenses added back to profit to show a buyer the true earning power. Legitimate add-backs are documented; aggressive ones get removed in diligence.
Quality of Earnings (QoE)
An accountant's deep review of a company's earnings and add-backs, often commissioned by the buyer during diligence to confirm the numbers hold up.
Net working capital
Current assets minus current liabilities. Buyers expect a normal level to come with the business, which can adjust the final price.
Customer concentration
How much revenue depends on a few clients. High concentration (one client over ~15-20%) lowers the multiple because it raises risk.
Process & documents
Teaser (blind profile)
A short, anonymous summary of the business sent to potential buyers before they sign an NDA, so the seller's identity stays confidential.
NDA (non-disclosure agreement)
The confidentiality agreement a buyer signs before seeing identifying details. ProCloser introductions are NDA-first.
Confidential Information Memorandum (CIM)
The detailed document describing the business, financials, and opportunity, shared with serious buyers under NDA. See the selling process.
Letter of Intent (LOI)
A mostly non-binding offer that sets price and key terms before due diligence begins. Signing one usually starts an exclusivity period.
Due diligence
The buyer's verification of the financials, contracts, and operations before closing. Clean books and a data room keep it on track.
Data room
A secure online folder where the seller stores diligence documents for buyers to review.
Representations & warranties
The seller's formal statements about the business in the purchase agreement. If they turn out to be false, the buyer may have recourse.
Escrow / holdback
Part of the sale price held back at close for a period to cover any post-closing claims, then released to the seller.
Deal structure
Asset sale vs. stock sale
Two ways to structure a deal. In an asset sale the buyer purchases specific assets; in a stock sale they buy the company's equity. The choice affects taxes and liability.
Earnout
Part of the price paid later, contingent on the business hitting agreed targets after close. Bridges gaps when buyer and seller disagree on value.
Seller financing
When the seller lets the buyer pay part of the price over time, often signaling confidence and widening the buyer pool.
Rollover equity
When the seller keeps a stake in the business after the sale, common with private-equity buyers, for a potential second payday later.
Buyers
Strategic buyer
A company in or near your industry buying for synergies. Often pays the most because the business is worth more combined with theirs. See types of buyers.
Financial buyer (private equity)
An investor, usually private equity, buying for financial return, often as part of a roll-up. Pays based on cash flow and growth.
Search fund
An entrepreneur who raises money to buy and run one business, often SBA-financed. A common buyer for smaller, owner-operated companies.
Advisors & fees
Business broker
An intermediary who sells smaller, Main Street businesses, usually on a commission. See broker vs. M&A advisor.
M&A advisor
An advisor who runs a managed sale process for lower-middle-market and larger businesses. ProCloser matches owners to vetted advisors, including no-retainer options.
Success fee & the Lehman formula
The fee an advisor earns at close, often on a declining percentage scale (the Lehman or Double-Lehman formula). See the fee benchmark.
Retainer
An upfront fee some advisors charge to start an engagement. Some firms work success-fee-only with no retainer.
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