The ABCs of going to market

Katie Busch

Guest Columnist

October 19, 2026

You’re ready to sell your business, and suddenly, everyone around the table seems to be speaking a different language. 

NDA. CIM. IOI. LOI. QoE. Due diligence. Purchase agreements.

If you’re thinking, “I thought I was selling a business or not studying for a test,” you’re not alone.

You spent years building and running a successful business, but now you’re expected to understand an entirely new vocabulary for selling it. 

So, let’s simplify it. 

Here are a few of the ABCs of taking a privately held business to market.

A: Actually get the business ready

Before you start talking to buyers, there’s an important question to answer: Is the business ready to be sold?

Ideally, this work starts years before the business ever goes to market.

Buyers will want to understand several key areas of the company:

• Financials: Do you have at least three years of accurate and consistent financial reporting?
• Owner dependence: Does the business have a strong leadership team beyond the owner?
• Customers: Is revenue diversified, or does the business rely heavily on a handful of customers?
• Operations: Are the company’s processes documented and transferable?
• Growth opportunities: Can a buyer clearly see where future growth could come from?
• Risks: Are there issues that could create concerns during the sale process? 

A business that’s highly dependent on its owner, has messy financials or relies heavily on a handful of customers may still sell, but those issues can affect business value, deal structure and buyer interest.

This is why exit planning and transaction planning aren’t the same thing. 

The work you do before going to market can have a significant impact on what happens once you do.

B: Build the story – the CIM

Once you’re ready to go to market, your advisor will typically develop a confidential information memorandum, or CIM. 

Think of the CIM as the story of your business but with a lot more financial data. 

It usually includes company history, products and services, customers and markets, financial performance, operations, leadership, growth opportunities and other information a potential buyer needs to understand the business.

The goal isn’t just to describe what the company is today, but a strong CIM helps a buyer understand why the business is valuable and where it can go next.

C: Cue the buyers

Now it’s time to identify and approach potential buyers.

Depending on the business, that might include strategic buyers (other companies that see value in your customers, capabilities, geography or team) or financial buyers such as private equity firms.

Before sharing detailed information about your company, you will typically ask prospective buyers to sign a non-disclosure agreement, or NDA. 

The NDA helps protect the confidential information they’ll receive about your business, including the CIM.

Once the NDA is in place, interested buyers can review the available information and may submit an IOI, or an Indication of Interest.

An IOI is essentially a buyer raising their hand and saying, “We’re interested, and here’s roughly what we might be willing to do.”

It isn’t a final offer, but think of it more like progressing from a first date to, “Yes, I’d like to see you again.”

D: Define the deal – the LOI

As discussions progress, serious buyers may submit a letter of intent, or LOI.

Now we’re getting somewhere.

The LOI outlines the major proposed deal terms: purchase price, deal structure, financing, working capital expectations, timing, exclusivity and other important conditions.

It’s still not the final purchase agreement, but it’s a meaningful milestone. 

Once an LOI is signed, the buyer is typically given an exclusive period to dig deeper into the business.

Which brings us to everyone’s favorite part… 

E: Examine everything – due diligence

Due diligence is where the buyer works to verify that what they’ve learned about the business is accurate.

And when we say everything, we mean… pretty much everything.

Financial statements. Tax returns. Customer contracts. Employee information. Legal matters. Insurance. Technology. Equipment. Intellectual property. Environmental issues. Vendor agreements.

Often, this includes a quality of earnings (QoE) review to take a deeper look at the company’s financial performance and determine how accurately reported earnings reflect the ongoing economics of the business.

This phase can feel invasive and exhausting, but good preparation makes an enormous difference.

F: Finish the deal – close

Assuming diligence goes well, attorneys and advisors work through the final purchase agreement and remaining deal terms.

Documents get signed, money moves, the business is sold and you ride off into the sunset. 

Well… maybe.

G: Get ready for what comes next

Post-close can look very different depending on the deal.

Some owners walk away relatively quickly, while others stay for a transition period or retain equity or continue in a leadership role. 

Employees may need communication and reassurance, and customers and vendors may need introductions.

And the owner faces something equally important: What’s next for me?

After spending decades building a business, that question deserves just as much thought as the transaction itself.

The go-to-market process can sound complicated, and to be fair, parts of it are. 

But you don’t need to become an expert in every acronym. 

You need to understand the process, surround yourself with the right advisors and, most importantly, start preparing before you’re ready to sell.

Because when it comes to selling your business, the best time to learn your ABCs isn’t the night before the test.