How to sell a company: the step-by-step of a structured process

Owners asking how to sell their company are rarely starting from scratch. Usually there is a partner looking to exit, an unsolicited offer, an open family succession, or consolidation advancing in the sector. The real question is not whether the business can be sold, but how to run the sale without losing value, confidentiality or operating performance along the way.

A well-run sale is a process with defined stages, deadlines and owners. Below is the roadmap JK Capital follows in sell-side mandates.

The seven stages of a sale

1. 1

   Alignment among shareholders

   Before any market contact, the parties must agree on the purpose of the sale, price expectations, willingness to stay after closing and what is non-negotiable. Shareholder divergence is the leading cause of processes that stall midway.

2. 2

   Preparation and information readiness

   Reconciled financial history, formalised contracts, reliable operating metrics, a clean corporate structure and mapped contingencies. Every piece of information missing at the wrong moment becomes a price discount or a holdback.

3. 3

   Valuation and value range

   With the information organised, the value range is built through trading comparables, precedent transactions and discounted cash flow, adjusted for net debt and working capital.

4. 4

   Materials and equity story

   A blind teaser, an information memorandum and the financial model. The goal is to translate the business into the buyer's language: revenue quality, competitive position and where future growth comes from.

5. 5

   Buyer outreach

   Mapping of strategic and financial buyers: in Brazil and abroad: and approach under confidentiality agreements. Running more than one qualified party in parallel is what creates a real alternative and supports price.

6. 6

   Offers and negotiation

   Once non-binding offers arrive, the parties compare price, payment structure, earn-out, guarantees, partner retention and execution risk. The selected term sheet frames the entire next phase.

7. 7

   Due diligence and closing

   Legal, accounting, tax, labour and environmental diligence, negotiation of the purchase agreement, corporate approvals and, where applicable, filing with CADE. Once conditions precedent are met, the deal closes and control transfers.

How long it takes

A structured sale process usually takes six to twelve months from decision to signing, varying with company size, the quality of available information and any regulatory approval required. Companies that prepared in advance move through diligence in a fraction of the time, and that is precisely where most of the value is preserved or lost.

Costly mistakes

Negotiating with a single buyer without an alternative, granting exclusivity too early, underestimating known contingencies, running the process internally without confidentiality governance, and letting performance slip during the negotiation. All of them are avoidable with preparation and a dedicated team running the process while management stays focused on the business.

JK Capital acts as an independent advisor in sell-side mandates, with no conflict from lending or proprietary investment structures. The first conversation is confidential and serves to understand the company's moment and the alternatives available.

This content is informational and does not constitute investment advice or legal, accounting or tax opinion.