Crafting a Formal Sell-Side Process
How to Structure Your Exit Like a Pro
Bryan Hunsinger
June 18, 2025
Most founders think the deal is won at the negotiating table.
Wrong.
The deal is won long before that, when you control the process.
That’s what investment bankers do best: they create a structured, competitive environment that drives price, compresses timelines, and protects the seller’s leverage.
If you want the best outcome, you need to act like a pro from day one.
Here’s how.
Why Process Beats Persuasion
Selling a business isn’t about slick pitches or hard closes.
It’s about:
Who sees the deal
When they see it
What they’re told
And under what conditions they’re allowed to bid
That’s process. And it’s where 80% of your exit value is created.
Key Elements of a Formal Sell-Side Process
Pre-Market Assessment
Define realistic vs aspirational valuation
Identify buyer types: strategic, private equity, platform vs. add-on
Fix any obvious red flags (customer concentration, bad margin optics, etc.)
Build the Buyer List
Target 20 to 50 qualified buyers
Mix of strategics and financials
No “listing”, just a curated, confidential outreach
Control the Information Flow
NDAs before any data is shared
Create a detailed Confidential Information Memorandum (CIM)
Share the same story, the same way, with every buyer
Set the Rules
Establish deadlines for bids (IOIs, LOIs)
Define what each submission must include (price, structure, intent, financing, etc.)
Keep buyers on the same timeline to maximize competitive tension
Stage-Gate the Access
Only serious buyers meet the management team
Each round of access requires a stronger offer
Let the process do the filtering for you
Why This Works
A structured process:
Creates urgency with time-bound bids
Generates competition through parallel buyer activity
Maintains credibility by treating all parties consistently
Preserves leverage by keeping you in control
You’re not just selling your company, you’re managing a game of psychology and pressure.
The Opposite of Process? Chaos.
No timeline.
Buyers ghosting.
Random offers showing up late.
You chasing follow-ups.
When you don’t set the rules, buyers do. And they’ll set them to their advantage.
Control the Game, Win the Deal
You don’t need to be a $100M company to run a tight process.
You just need discipline, structure, and the right support.
Start with the timeline.
Curate the buyers.
Control the flow.
And remember:
Great exits aren’t negotiated. They’re engineered.
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