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At Hughes Commercial, we deliver actionable insights and strategies at the intersection of commercial real estate (CRE), business brokerage, and mergers & acquisitions (M&A). Each edition unpacks market trends, investment strategies, and deal-making opportunities to help you navigate CRE assets, business transactions, and portfolio growth.

Whether you're exploring income-producing properties or negotiating business deals, our goal is to equip you with the tools to seize opportunities and build lasting success.

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Featured Article

Selling a small business isn’t like selling a house—and it’s not like selling commercial real estate, either. It’s more nuanced, more emotional, and often more complex.

If you’re a business owner thinking about an exit (now or a few years out), it’s worth understanding how the sale process actually works—and how to prepare for it.

Here’s a step-by-step breakdown of what to expect when selling a business:

1️⃣ Valuation: What’s It Really Worth?

Before anything hits the market, you need to know what your business is worth. Most small businesses are valued based on SDE (Seller’s Discretionary Earnings) or EBITDA, with a market multiple applied.

Factors that impact value:

• Recurring vs. one-time revenue

• Profit margins

• Dependence on the owner

• Industry outlook

• Financial cleanliness

2️⃣ Packaging: Telling the Right Story

Once you have a valuation, the next step is preparing a Confidential Information Memorandum (CIM)—a document that tells the full story of your business, including:

• Business model

• Financials

• Market opportunity

• Assets and equipment

• Key risks and transition plan

This isn’t fluff—it’s a strategic tool to attract serious buyers and reduce time-wasting inquiries.

3️⃣ Marketing: Quiet, but Targeted

Unlike selling real estate, business sales are confidential. You won’t put up a sign or blast it on social media. Instead, your advisor will:

• Pre-screen buyers

• Use blind listings

• Require NDAs

• Market directly to strategic or financial buyers

You don’t want employees, customers, or vendors knowing too early.

4️⃣ Buyer Meetings & Offers

When a qualified buyer expresses interest, you’ll typically:

• Hold a confidential meeting

• Share limited financials

• Receive a Letter of Intent (LOI)

The LOI outlines price, deal structure, and due diligence terms. It’s non-binding but sets the tone.

5️⃣ Due Diligence: The Deep Dive

This is where the buyer reviews everything—from financials to contracts to operations. They may also:

• Conduct a site visit

• Talk to key employees (with permission)

• Review tax returns and payroll reports

• Evaluate legal or environmental risk

6️⃣ Closing the Deal

After due diligence wraps up, final deal documents are signed. Common elements include:

• Asset or stock purchase agreement

• Non-compete clause

• Training/transition period

• Allocation of purchase price (for taxes)

Then comes funding, transfer of licenses, and formal ownership transition.

Final Thought:

Most business owners only sell once. But buyers? They do this all the time. That’s why it pays to have the right advisor in your corner—someone who knows the process, understands value, and protects your interests.

—

Thinking about selling your business this year or next?
Let’s talk strategy early—good exits start with smart preparation.

—
Hughes Commercial | Business Brokerage & Advisory Services

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Hughes Commercial