Key takeaways:
- A skilled banker helps position your business, attract better buyers and negotiate stronger terms.
- Bankers manage the details and process so you can focus on running the company.
- Well-structured sales supported by advisors often close faster and command higher valuations.
It takes years, even decades, to build a business with real market value. By the time a business owner is ready to sell, they know their business inside and out. Every product and service, every customer. But few owners know the sale process nearly as well, and most will only sell a business once in their lifetime.
Plus, managing a complex transaction while continuing to run the company can stretch even the most experienced operator. A single misstep such as misjudging value, choosing the wrong buyer or mishandling diligence can delay the process or leave significant value on the table.
That’s why many owners turn to an experienced investment banker to help them through the process. The right advisor does more than find buyers. They bring market insight, position your company for maximum appeal, structure the process and help you protect what you’ve built.
This guide explains how business owners benefit from working with an investment banker and key steps your banker takes to help you achieve the best outcome.
Why work with an investment banker?
A strong banker:
- Brings objectivity to a highly personal decision.
- Handles the process so you can keep running the business.
- Expands your buyer pool beyond obvious or local options.
- Helps you avoid common mistakes that can cost you value or undercut a deal.
- Structures a competitive sale process that can increase offers and improve terms.
Bankers bring subject-matter expertise, knowledge and experience, and benchmarks from dozens of recent deals, so you know if offers are competitive.
What bankers do beyond finding buyers
It’s common to hear that an investment banker’s role is to simply “find a buyer.” In practice, that’s just one part of the value they deliver. They support the full lifecycle of the deal, from timing, strategy, preparation and positioning to negotiation, diligence and close.
Let’s take a closer look at key actions investment bankers undertake.
Craft your story and positioning
Buyers pay for the future potential of a business, but only if they can see it clearly. A skilled investment banker helps translate your business performance, growth plans and strategic advantages into a cohesive story that resonates with sophisticated buyers. This narrative sets the foundation for how your company is valued and how confident buyers feel moving forward.
- Identify and frame your key growth drivers. Your banker helps pinpoint what’s fueling your company’s momentum, such as recurring contracts, market share gains, new product lines or geographic expansion. Then they package those elements into a clear explanation of why your business is positioned for continued growth.
- Prepare and organize all relevant due diligence information. Buyers expect organized, credible financials that make it easy to assess your business. Your banker works with you and your other professional advisors (accountants, lawyers, etc.) to identify, analyze and assemble due diligence materials to best reflect the strengths and prospects of your business.
- Highlight your company’s strategic fit in the market. Particularly strategic buyers are looking for acquisition candidates that help them grow faster or operate more efficiently. Your advisor shows how your business complements the buyer’s goals, whether that’s entering a new region, adding capabilities or deepening customer relationships.
- Anticipate and address buyer concerns up front. Even strong companies have pressure points. Whether it’s reliance on a few major customers or gaps in management, operations or succession planning, your banker helps address these risks early so they don’t become negotiation sticking points later.
Run a competitive, confidential process
An experienced investment banker manages every stage with precision: protecting confidentiality, maintaining momentum and generating competitive tension that benefits you. While you run the business, your advisor is behind the scenes building a carefully controlled market.
- Develop a targeted list of qualified buyers. Your banker focuses on strategic and/or financial buyers who are actively acquiring in your space. Each candidate is vetted for fit, seriousness and ability to close, so you don’t waste time or unnecessary risk exposure to competitors.
- Manage buyer outreach and confidentiality agreements. All communications are handled discreetly, with signed NDAs in place before any sensitive information is shared. This keeps your competitors, customers and employees from learning about the sale prematurely, while maintaining a professional tone with potential buyers from day one.
- Orchestrate a structured, competitive process. Your advisor sequences outreach, bids and meetings to create natural deadlines and competitive tension. This structure motivates buyers to move quickly and put forward competitive terms.
- Keep you informed while minimizing distractions. Throughout the process, you stay in the loop without getting buried in back-and-forth. Your banker brings you vetted updates, manages buyer questions and steps in as your point person. You remain the decision-maker without becoming the project manager.
Business owners can spend hundreds of hours managing a sale from prep to close. That’s time a skilled advisor can help streamline and protect.
Advise and negotiate on your behalf
The later stages of a sale are where details make or break outcomes. From deal structure to final terms, every clause affects your risk, your payout and your post-sale obligations. Your banker serves as strategist and advocate, helping you evaluate options and stay focused on the long-term impact of the deal.
- Benchmark offers against current market trends. Your advisor compares bids to recent transactions in your sector, ensuring your deal reflects current valuation trends and buyer behavior. This equips you with real-time context to make informed decisions and push back when necessary.
- Negotiate terms that reflect your priorities. A good price is just one part of a strong deal. Your banker helps secure terms that match your goals, whether that’s maximizing cash at close, reducing earnout risk or limiting post-sale involvement.
- Manage diligence and close with confidence. Due diligence can be time-consuming and disruptive. Your banker leads the coordination across legal, financial and operational teams, protecting sensitive information while keeping the deal on track and avoiding late-stage surprises.
Think of an investment banker as your CFO for the transaction, focused on maximizing deal value and reducing risk.
Key metrics and valuation techniques
Business value isn’t only defined by revenue and income. Buyers evaluate a range of financial and operational metrics to determine how attractive and scalable your company is — and how much they’re willing to pay. Your investment banker helps you understand how these benchmarks apply to your company and where you may have valuation upside.
Here are key metrics they help you prepare:
- EBITDA and margin trends. Buyers typically start with EBITDA (earnings before interest, taxes, depreciation and amortization) as a baseline for valuation. Consistent margins and clear profitability signals help justify premium multiples.
- Revenue composition and growth trajectory. Buyers want to see top-line performance and the quality behind it: recurring revenue, diversified customer segments and a clear upward trend in year-over-year sales.
- Customer concentration and retention. A broad customer base is typically more attractive than one built around a few large accounts. Retention rates and contract terms and stability also influence how secure future earnings appear.
- Assets used in the business. Assets are evaluated on age, condition, and adequacy of equipment, facilities, and intellectual property to ensure they support ongoing operations and future growth without requiring significant reinvestment.
- Scalability and operational leverage. Buyers evaluate whether your current team, systems and infrastructure can support continued growth without major reinvestment.
- Comparable transactions and market sentiment. Your banker will benchmark your business against recent deals in your industry, factoring in current buyer appetite, available capital and shifts in deal structure norms.
Taken together, these metrics shape how your investment banker positions the company. Without this level of guidance owners risk undervaluing the business or failing to connect with serious buyers.
Every buyer sees your business through a different lens. Your banker knows how to speak to each one.
Thinking about selling your business?
Comerica’s experienced investment banking team can help you evaluate your options, assess market conditions and build a strategy aligned with your goals. Contact Comerica’s Securities Investment Banking team today for a confidential consultation.
This information is provided for general awareness purposes only and is not intended to be relied upon as legal or compliance advice.
Securities products and services are offered through Comerica Securities, Inc., which is a broker/dealer, member FINRA/SIPC and subsidiary of Comerica Bank. Securities products are not insured by the FDIC or any government agency; are not deposits or other obligations of or guaranteed by Comerica Bank or any of its affiliates; and are subject to investment risks, including possible loss of the principal invested.
Comerica Securities, Inc. and its affiliates do not provide tax or legal advice. Please consult with your tax and legal advisors regarding your specific situation.