Answers/Selling to Private Equity

How do I sell my business to a private equity firm?

Quick Answer
To sell to a private equity firm, prepare clean financials, get a realistic valuation (PE typically pays 4x-8x EBITDA), then run a competitive process: build a teaser, sign NDAs, field offers, accept a letter of intent (LOI), survive due diligence, and close. Expect about 4-6 months from LOI to close and a structure of 60-80% cash at close with the rest as equity rollover, a seller note, or an earnout.
Last updated: June 2026DealSeam Research

Private equity firms look for businesses with durable cash flow, a management layer that can run without the founder, and a clear path to grow. Before you approach buyers, clean up your financials (ideally accrual-based with add-backs documented), confirm a defensible EBITDA number, and get a realistic valuation. PE generally pays in the 4x-8x EBITDA range, toward the high end for recurring revenue and low owner dependence.

The process runs in stages: package a blind teaser and a confidential information memorandum, sign NDAs with interested buyers, collect indications of interest, negotiate a letter of intent (LOI) that sets price and structure, then survive roughly 60-90 days of due diligence before closing. From signed LOI to close is typically about 4-6 months, and a full process from preparation to close usually takes 6-12 months.

Expect structure, not just a number. A typical PE deal is 60-80% cash at close, with the remainder as equity rollover, a seller note, or an earnout. Those mechanisms keep you partly invested in the upside and give the buyer confidence the business will keep performing. Both the headline price and the structure are negotiable, and a competitive process is your best lever on each.

DealSeam is not a traditional business broker; we introduce owners to qualified private equity buyers, search funds, and family offices where there is a genuine fit, and our success fee is paid by the buyer so sellers pay nothing. We never guarantee a buyer or a price, but a well-prepared business presented to the right buyers is what creates competitive tension.

Related questions

What size business do private equity firms buy?

Most lower-middle-market PE buyers focus on businesses with at least roughly $1M of EBITDA, though add-on acquisitions for an existing platform can be smaller. Below that, individual buyers and search funds are often a better match.

How long does it take to sell to private equity?

Plan on roughly 4-6 months from a signed letter of intent to close, and 6-12 months for the full process including preparation and marketing.

How much do private equity firms pay for a business?

Private equity typically pays about 4x-8x EBITDA, with recurring revenue, scale, and low owner dependence pushing toward the high end. Strategic buyers can pay more; individual buyers and search funds usually pay less.

Do I have to keep working after the sale?

Often yes, at least through a transition. PE frequently asks owners to stay on and roll equity, though the length and your role are negotiable.

What does DealSeam charge sellers?

Nothing. As a non-traditional broker operating under the federal M&A broker exemption, our success fee is paid by the buyer where a deal closes.

Sources & methodology

  • DealSeam guide: How to Sell a Business
  • DealSeam guide: Sell to Private Equity
  • DealSeam EBITDA Multiples by Industry

This is general educational information, not legal, tax, or financial advice. Consult a qualified CPA and M&A attorney about your specific situation.

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