We get this question a lot: "What actually happens when I sell my company?" Founders have usually heard bits and pieces — someone mentions an LOI, someone else talks about due diligence lasting months — but nobody has walked them through the whole thing start to finish. So here it is. This is what a full M&A process looks like when we run it at Discretion Capital.
Pre-Diligence
Before we take anything to market, we spend 2-6 weeks digging into your business the way a buyer will. Financials, IP ownership, SaaS metrics — we go through all of it. The goal is simple: find the problems before a buyer does, so we can fix them or at least have a good answer ready.
We look at revenue, margins, and cash flow because that is the first thing any serious buyer scrutinizes. The bigger acquirers will hire firms like KPMG or EY to do their own financial review, so your numbers need to hold up under that level of scrutiny. We also check IP ownership — we had a deal once where a founder had built key features while still technically employed elsewhere, and that almost killed the transaction. On the SaaS side, we dig into churn, NRR, CAC, and LTV because acquirers will build their own models around these numbers. If something looks off, they will find it.
Create Marketing Materials
Once we're confident the business is ready, we build three documents. First is the no-name teaser — a one-pager that describes your company without identifying it, so we can gauge interest before revealing who you are. Second is the Confidential Information Memorandum (CIM), which is the main event: a detailed deck covering your company's history, operations, financials, products, market position, and where you see growth. Third is a financial package with the underlying numbers.
The CIM only goes to buyers who have signed an NDA. We put a lot of work into it because a thorough CIM is one of the best tools we have to prevent re-trading later. If a buyer tries to come back during due diligence and say "we just discovered X, so we need to lower the price," we want to be able to point to page 47 of the CIM where we already disclosed it. That conversation goes much better when you've been upfront from the start.
Identify Acquirers
We typically build a list of 100-150 potential acquirers. Some come from our existing buyer network — PE firms and strategics we've done deals with before and know are active in your space. Others we identify by looking at who has been acquiring similar companies, who is building in adjacent markets, and who has the capital and strategic reason to buy you. This is also where your input matters. You know your market better than we do — competitors you've bumped into, partners who have hinted at interest, companies whose customers overlap with yours. We've had founders surface buyers we never would have found on our own.
Go to Market
This is where we do the heavy lifting and you keep running your business. The go-to-market phase takes about four to six weeks. In stage one, we send the no-name teaser to our buyer list and start conversations. In stage two, once a buyer is interested enough to sign an NDA, they get the CIM and financial package. You'll start getting questions at this point — buyers asking for clarification on a metric or wanting to understand how a particular product feature works. We filter and manage those, but some will need your input. Just don't expect radio silence; expect a few emails a week.
Management Meetings
This is where you meet the buyers face to face (or over Zoom). They want to get a feel for you, your team, and whether there is a good cultural fit. They'll ask about your growth plans, how you think about the market, and probe on anything from the CIM that they want to hear you explain in person. These meetings typically happen over one to two weeks. If we have a competitive process with multiple serious buyers, we may ask for an Indication of Interest (IOI) before scheduling management meetings — that way you're only spending time with buyers who are genuinely in the running, not tire-kickers.
LOI Deadline
We set a firm deadline for Letters of Intent. Without one, buyers will take their time — strategics in particular are notorious for dragging things out because delay costs them nothing and costs you everything. A deadline forces everyone to make a decision. It also keeps the process competitive: when a buyer knows others are submitting offers by the same date, they tend to put their best foot forward rather than lowballing and hoping to negotiate up.
Due Diligence
Once you pick the best offer, you'll sign an exclusivity agreement — meaning you stop talking to other buyers while this one does their deep dive. Due diligence typically takes 45-90 days, though it can stretch longer. The buyer is going to look at everything: financials, operations, legal compliance, customer contracts, code quality, employee agreements, you name it.
Larger buyers will bring in outside firms like KPMG or EY to do a Quality of Earnings analysis, where they reconstruct your financials from scratch to verify that your reported earnings are real and sustainable. This is where all that pre-diligence work we did at the start pays off — if we already caught and addressed the issues, there are fewer surprises. But make no mistake: this stage is grueling. You'll be fielding dozens of questions a week, digging up documents you forgot existed, and still running your business on top of it all. Having someone in your corner who has been through this before makes a real difference — not just in managing the workload, but in knowing which buyer requests are normal and which ones are red flags.
Close
Once due diligence wraps up clean, you close. The money hits your account, and the company is no longer yours. Depending on the deal structure, you may stay on for a transition period — sometimes a few months, sometimes a couple of years. We negotiate those terms as part of the LOI so there are no surprises at this stage.
Conclusion
The whole process, start to finish, typically takes 6-9 months. The hardest part for most founders is not any single stage — it is the sustained effort of running your business at full speed while simultaneously going through what is probably the most consequential financial event of your life. That is the real reason to have a good M&A team: not just to get a better price (though that matters), but to have someone managing the process so you can keep your company performing during it.
Ready to learn more about the M&A process? Reach out to einar@discretioncapital.com or schedule a call.