Josh CampbellFirst Choice Business Brokers Dallas Metro · Business Brokerage | M&A | Exit Planning
Your NDA has been received

Thank you. Here's what happens next.

Every NDA and buyer profile is reviewed personally. Below is how the process works from here, what sellers usually ask of buyers, and a short guide you can open on any topic.

After your NDA

The steps from here to closing

  1. We review your NDA and buyer profile

    We look at your experience, available capital, financing needs and the kind of business you want, and compare them with what the seller needs.

  2. Proof of funds

    Most sellers require proof of funds before the full package is released. You send it to us, we verify it, and we tell the seller only that you are verified. Your statements and personal details are never shared with the seller.

  3. Full information package

    Qualified buyers receive the full Confidential Information Memorandum (CIM): the business name, financials, operations and the seller's story.

  4. Questions and answers

    Send your questions in writing first. When a buyer and an opportunity fit, the next step is a call, and then a meeting with the seller.

  5. Letter of intent

    A non-binding offer that sets price, structure, financing, timing and conditions.

  6. Due diligence and financing

    You verify the financials, contracts, lease and operations, and your lender completes underwriting if the deal is financed.

  7. Purchase agreement and closing

    The definitive agreement is signed, funds move through escrow, and the seller's transition plan begins.

We prioritize conversations with buyers whose profile fits the opportunity. If this one is not a fit, you'll still hear about the ones that are.

Confidentiality

It goes both ways

Employees, customers and landlords usually don't know a business is for sale, and an early leak can hurt it. Please don't contact the business, its staff, customers, suppliers or landlord. Route every question through us.

Your privacy matters to us just as much. Your identity, finances and interest stay with us until you choose to move forward.

Not the right fit?

Tell us your buy box

Signing the NDA already puts you on our buyer list. We bring new businesses to market all the time, and the more we know about what you want, the faster we can match you when the right one comes along.

  • Industry and the kind of business
  • Size: revenue or earnings range
  • Location, or open to relocating
  • Capital available and financing plans
  • Owner-operator, investor or strategic add-on
  • Timeline

Share your buy box

Buyer's guide

Open any topic

Each topic starts with the basics. Experienced buyers will find the detail further down.

How businesses are valuedSDE, EBITDA and what moves the multiple

Most businesses sell for a multiple of their earnings. Which earnings figure is used depends on size.

  • Small businesses are usually priced on Seller's Discretionary Earnings (SDE): profit before taxes, interest, depreciation and the owner's own pay and personal perks. It shows what one full-time owner-operator takes home.
  • Lower middle market and middle market companies are priced on EBITDA: profit after paying a market salary for management. At that size the buyer usually employs a manager rather than running it alone.
Business sizeEarnings measureTypical buyersTypical range
Under about $1M of earningsSDEOwner-operators, first-time buyers, local strategic buyersabout 2x to 3.5x SDE
About $1M to $5MEBITDA (sometimes SDE)Experienced operators, search funds, family offices, add-on buyersabout 4x to 6x EBITDA
Over about $5MEBITDAPrivate equity, strategic acquirersabout 6x and up

Ranges are general market guides and vary widely by industry, growth and risk.

What moves the multiple
  • Recurring or repeat revenue and customer concentration
  • How much the business depends on the owner
  • Growth trend, margins and the quality of the books
  • Years in business, lease security and transferable licenses
  • Equipment condition and the capital needed after closing
Strategic buyers and financial buyersWhy one buyer pays more than another

A business is ultimately worth what a willing and able buyer will pay for it.

  • Financial buyers (owner-operators, investors, private equity) value the business on its own cash flow and how much debt that cash flow can support.
  • Strategic buyers already operate in or near the industry. They may pay more because the business adds customers, equipment, licenses, people, locations or market position they can use right away.

That strategic value often sits in tangible and intangible assets a bank won't lend against. So some opportunities fit a cash or strategic buyer better than a traditional financed purchase. When we say a deal is best for cash or strategic buyers, it reflects how the deal can be structured, not a judgment on you.

For experienced buyers

Expect sellers and brokers to test synergies, integration costs and timing. For add-ons, be ready to explain what changes after closing: customers, staff, systems and location.

Financing made simpleSBA loans, bank loans and seller notes

Most small-business purchases are paid for with some mix of the buyer's cash, a loan and a note from the seller.

  • SBA 7(a) loans are the most common loan for buying a small business. Expect to put about 10% down, and lenders want the business's cash flow to cover the loan payments with room to spare, often 1.25 times or more.
  • Bank loans outside the SBA program usually need more collateral and a larger down payment.
  • Seller financing means the seller lets you pay part of the price over time. It can help close the gap, and it shows the seller believes in the business.

Lenders lend against verified cash flow and assets. A young business, one with thin or hard-to-verify earnings, or one whose value sits mostly in intangibles, may not qualify for traditional financing. Those deals usually need cash, seller financing or a strategic buyer.

For experienced buyers
  • A seller note can count toward the SBA equity injection only on full standby, typically for the life of the loan.
  • Lenders model the seller note's payments from the date they begin, so deferred notes still affect debt coverage.
  • Lenders generally won't count projected growth toward coverage. Underwriting is based on historical results.

Josh Campbell spent 20+ years in lending and can introduce you to lenders who finance acquisitions.

How to read a CIMWhat to look for and what to ask

The Confidential Information Memorandum is the seller's story of the business, backed by the numbers. Read it for both.

  • The business: what it sells, to whom, and why customers come back.
  • The financials: revenue and earnings by year, and how SDE or EBITDA was calculated.
  • Add-backs: owner expenses added back to profit. Ask for support for each one, especially large or one-time items.
  • People and operations: who does the work, what the owner does each week, and who stays.
  • The lease and assets: lease term and transfer, equipment, inventory and anything excluded from the sale.
Red flags worth asking about
  • Earnings that depend on one customer, one employee or the owner alone
  • Revenue that is hard to tie to bank deposits or tax returns
  • A lease that ends soon or can't be assigned
  • A sudden change in the most recent months
Making a competitive offerWhat sellers weigh besides price

A letter of intent (LOI) is a non-binding offer. It sets the price, how you'll pay, the timeline, and what has to happen before closing.

  • Certainty matters. Verified funds, a lender already engaged and few conditions can beat a higher offer with more risk.
  • Structure matters. Cash at closing, seller financing, earnouts and the training period all change the offer's real value to the seller.
  • Fit matters. Many owners care about their staff and customers, so tell them your plans.
For experienced buyers

Spell out what's included (inventory, working capital, equipment), the length of exclusivity, the due diligence period and closing conditions. Clear terms in the LOI make for a faster purchase agreement.

Due diligence and closingWhat gets verified and how long it takes

Due diligence is your chance to confirm everything you were told. Typical items:

  • Tax returns, P&Ls and bank statements, tied together
  • Customer, vendor and employee details
  • Lease, licenses, permits and contracts
  • Equipment condition and inventory count
  • Legal, tax and insurance checks

Small-business deals often close 30 to 90 days after an accepted LOI, longer with SBA financing or a lease that needs landlord approval.

For experienced and institutional buyersPrivate equity, family offices and search funds
  • Quality of earnings: on larger deals, expect a third-party QoE. On smaller ones we can point you to the seller's support for each add-back.
  • Working capital: for EBITDA-priced deals, agree early on a normal working-capital level delivered at closing.
  • Rollover and earnouts: many sellers will consider rolling equity or tying part of the price to performance.
  • Representations and warranties: scope, caps and survival periods are negotiated in the purchase agreement.
  • Process: tell us your investment criteria, approval steps and timing up front so we can match the seller's expectations.