Navigating the M&A Process

Expectations, Timing, and the Flow of Information

Every good transaction can reach a moment where it feels as though it is falling apart.

Questions multiply. Assumptions are challenged. Fatigue sets in. Owners begin to wonder

whether engaging at all was a mistake. That moment is not failure. It is the point where the

deal is tested.

Bad news does not get better with age. It only gets more expensive.

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The Reality of the Lower Middle Market Process

For purposes of this brief, “lower middle market” refers to privately held businesses where

ownership and management are closely held, transaction experience is limited, and

financial reporting often needs to be translated for buyers.

Most business owners sell a company once. They enter a process filled with unfamiliar

language, new personalities, and a level of transparency that can feel deeply

uncomfortable. Financial statements that worked perfectly well for tax and operational

purposes are suddenly examined through a different lens. Buyers ask questions that feel

less like diligence and more like judgment.

This reaction is normal.

It is also where discipline matters most.

Deals rarely fail because there's hair on the deal.

They fail because the new information appears too late.

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Timeline: Expectations vs. Reality

A typical lower middle market transaction takes six to nine months from launch to closing.

That timeline is shaped less by market conditions and more by readiness. Delays and

retrading almost always stem from undisclosed or unresolved information: unclear

expectations, incomplete preparation, or issues that surface mid-process and erode trust.

When trust erodes, leverage disappears.

Rushing does not create trust. Preparation does.

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The Three Phases — and Where Outcomes Are Determined

Preparation

This is where assumptions are tested internally rather than by the market. It determines

whether questions surface early, when they can be addressed, or late, when they can only

be negotiated.

It is the only phase where risk can be reduced rather than priced.

Go-To-Market Execution

A disciplined market process creates options without chaos.

At this stage, execution is less about exposure and more about control. Specifically, control

over when and how information is introduced to the market. Access deepens as a buyer

demonstrates seriousness. Information, management time, and detail are introduced in

sequence so conversations remain grounded in real interest and the client’s time and

information are protected.

Confidentiality is not a separate concern during execution; it is the mechanism that

preserves stability while interest develops. When information surfaces unevenly or arrives

in incomplete pieces, buyers lose confidence in what they are evaluating. Internally,

employees and customers begin asking questions. When those questions go unmanaged,

performance often suffers at the exact moment consistency matters most.

Once disruption begins, it is difficult to contain. A disciplined go-to-market process

reduces the likelihood that issues surface too late to be resolved and can only be

negotiated.

Due Diligence & Closing

Diligence is intrusive by design. It is where earlier assumptions are tested under time

pressure. When new information appears at this stage, it cannot be addressed. It can only

be priced, restructured, or delay closing. That is why issues that surface late carry

disproportionate consequences.

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Phase Four: Transition & Stewardship

Closing transfers ownership.

It does not immediately transfer responsibility, trust, or identity.

For owners, the period after closing often carries more emotional and operational weight

than expected. Employees look for continuity. Customers look for reassurance. New

owners evaluate whether what was promised can be delivered in practice.

The way this transition is managed shapes how the transaction is remembered—not only

by the buyer, but by the people who helped build the business. Stewardship does not end

at the signing table. It continues through the handoff, the adjustments, and the first stretch

of operating under new ownership.

A good transaction does more than satisfy financial objectives. It preserves dignity,

continuity, and stability during a moment of significant change.

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Final Thought

Wise counsel does not eliminate every problem in a transaction, but it can reduce their

impact and preserve leverage when issues arise.

By setting expectations early and managing how information flows through each phase of

the process, unnecessary retrading is avoided.

In lower middle market transactions, outcomes are shaped by whether information is

introduced deliberately, from preparation through transition.