Practical, plain-language thinking on mid-market M&A — what's driving deals, what buyers actually pay for, and the structural mechanics that decide whether a transaction delivers what the owner hoped for. Written for Australian business owners and acquirers, not for other advisors.
Preparation is usually sold as the route to a better number. It is really the route to a wider set of choices. The number comes out of those.
Australia's mandatory merger regime commenced on 1 January. The thresholds are large enough that most mid-market vendors read them once and conclude it has nothing to do with them. It reaches them anyway, through the buyer.
Most owners assume buyers pay for revenue or "the brand." They don't. They pay for a specific set of measurable things and the gap between what owners think drives value and what actually does is one of the biggest reasons sale outcomes disappoint.
A valuation report is a story told in numbers. The owners who can read the story make better decisions. The ones who can't tend to either over- or under-value their own business, both expensive errors.
When a buyer offers an earn-out, they're asking you to remain partially invested in the business they're buying. Done well, earn-outs bridge price gaps and align incentives. Done badly, they trap sellers in arrangements where the lever is in the buyer's hand and the risk is in the seller's.
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Most owners start thinking about a sale six to twelve weeks before they want to be at the closing table. The owners who get the best outcomes start thinking about it twelve to twenty-four months out.
There are several ways to sell a business: auction, targeted, broker, direct approach. The right process depends on your business, your timeline, and your priorities. The wrong process, even with a great business, quietly leaves real money on the table.
