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There Is No One Right Way to Sell a Business

The best deal structure starts with what the owner wants the next chapter to look like.

AcquisitionsSeptember 18, 20267 min read
AuthorMatt Ruehl
There Is No One Right Way to Sell a Business

A business sale is often reduced to a single number: the purchase price. It's obviously an important number, but it rarely tells the whole story. Two owners can agree to the same headline valuation and end up with very different economic outcomes, levels of risk, and roles in the business after closing.

That's why we don't think the first question in a transaction should simply be, “What's the business worth?” We want to understand what the owner is actually trying to accomplish. For some, the priority is maximizing cash at closing and making a clean transition into whatever comes next. Others want to take meaningful wealth off the table while retaining ownership and participating in the company's future growth. Some owners want to continue running the business for years. Others are ready to hand over the keys.

Those differences matter because the best transaction isn't necessarily the one with the highest number at the top of the page. It's the one whose economics and structure fit what the owner, the buyer, and the business actually need.

Start With the Owner

Before talking about structure, we want to understand the person sitting across the table. How much liquidity does the owner want today? How important is maximizing cash at close versus maximizing total potential value? Do they want to retain equity? Do they believe strongly enough in the company's future that they want to participate in the upside? Do they want to continue operating the business, transition leadership over time, or leave shortly after closing?

There are often considerations beyond the owner as well. Long-tenured employees may be important. Family members may work in the company. An existing management team may be capable of taking on more responsibility. The owner may care deeply about keeping the company's name, preserving its culture, maintaining its location, or continuing to serve customers in a particular way.

We think those conversations should happen early. They help us understand what a successful transaction actually looks like before everyone starts negotiating individual terms.

Structure Creates Choices

Once those priorities are clear, deal structure gives us a number of ways to build around them.

An owner who values certainty and liquidity may prefer more cash at closing, little or no retained equity, and a straightforward transition. Another owner may want substantial liquidity today but still believe the company's best years are ahead. That owner might prefer to roll a portion of their equity, remain involved in the business, and participate economically in the value created over the next several years.

There are other tools as well. Seller financing can bridge differences in valuation while providing an owner with additional income over time. Earn-outs can make sense when a portion of value depends on future performance. Transition agreements can range from a few months of assistance to a continuing leadership role. In the right situation, retained equity can allow an owner to diversify much of their wealth without giving up all of the future upside.

None of those structures is inherently better than another. They solve different problems. Our preference is not to add complexity for its own sake, but to use structure when it creates a better outcome for both sides.

Price and Terms Belong in the Same Conversation

One of the easiest mistakes in evaluating an offer is focusing too heavily on headline valuation.

Imagine one buyer offers a higher purchase price but requires significant seller financing, ties part of the consideration to future performance, or expects the owner to remain heavily involved. Another buyer offers a slightly lower headline number but provides substantially more cash at closing and a cleaner transition. A third may offer an owner the opportunity to retain meaningful equity and participate in future growth.

Those are not three versions of the same offer. They are three different economic propositions.

We believe price and terms should therefore be considered together. How much cash is paid at closing? How certain are future payments? How much risk does the seller continue to carry? Is there retained ownership? What does that ownership represent? What role, if any, will the seller have after closing?

The headline number matters. But the complete transaction matters more.

"The headline number matters. But the complete transaction matters more."

Permanent Ownership Gives Us Flexibility

Our permanent-capital model creates another possibility for owners who don't view selling as a binary choice between owning 100% of their company and owning none of it.

An owner can take meaningful wealth off the table today while retaining an economic interest in the business. For the right company and the right owner, we like that alignment. If someone spent 20 or 30 years building an exceptional business and believes there is substantial growth ahead, we are comfortable finding ways for that person to participate in the value we hope to create together.

The opposite is equally important. An owner who is ready to move on shouldn't be forced to retain equity or remain operationally involved simply because that's the structure a buyer prefers. Sometimes the right answer really is a clean exit.

Our goal is to understand which outcome the owner wants and determine whether we can build a transaction that supports it.

Flexibility Doesn't Mean Undisciplined

Being flexible about structure doesn't mean every structure makes sense.

The business still needs to support the purchase price. Debt has to remain responsible. The company needs enough capital after closing to operate, invest, and grow. Stormward needs to earn an appropriate return on the capital we invest. And the transaction needs to create sensible alignment among everyone who remains involved.

We also don't believe complexity is a virtue. If a straightforward transaction accomplishes what both sides want, we would rather keep it straightforward. We won't use financial engineering simply to manufacture a headline valuation that the underlying economics of the business don't support.

The point of flexibility is not to stretch farther than we should. It's to recognize that there are multiple ways to allocate value, liquidity, risk, ownership, and future upside.

Finding the Right Deal

Buying and selling a business is a negotiation, and buyers and sellers naturally have different interests. We don't pretend otherwise. But we also don't believe a successful acquisition requires one side to feel like it lost.

A good transaction should allow the owner to achieve the things that matter most to them while leaving the company financially healthy and positioned for its next chapter. Stormward should be able to acquire a great business at terms that allow us to invest in it responsibly for the long term. Employees and customers should inherit a stable owner with an incentive to make the business stronger five, ten, and twenty years from now.

That is why our first conversation with an owner isn't about forcing a business into a predetermined deal structure. We would rather understand what the owner wants, understand what the business needs, and work backward from there.

There isn't one right way to sell a business. There is a right structure for the owner, the buyer, and the business—and when those three interests can be aligned, that's usually the foundation of a very good deal.

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Stormward Capital acquires and operates profitable service businesses throughout the Midwest with a permanent ownership mindset.