The preparation that makes a confidential sale work: clean numbers, reduced owner dependence, and contracts that survive a change of control.
Preparation for a confidential sale is not presentation. Buyers approached confidentially are given less material than buyers in an open process, so what they are given has to withstand scrutiny.
Start with the numbers. Management accounts that reconcile to statutory accounts, a clear and consistent treatment of owner remuneration and non-trading costs, and a normalised earnings figure you can defend line by line.
Then reduce dependence on the owner. If the relationships, the pricing decisions and the technical knowledge all sit with one person, a buyer is not acquiring a business so much as a job with goodwill attached.
Then look at what transfers. Customer contracts with change-of-control provisions, leases, supplier agreements, licences, key-person insurance, IP that is owned personally rather than by the company. Each of these is a condition waiting to appear in Heads of Terms.
Finally, get an evidenced view of value before you speak to anyone. Not a hope, and not a sector rule of thumb — a valuation you can explain.
