Michael D'Elicio

Marketable vs Sellable Business

What Makes a Business “Marketable” vs. Just “Sellable”

Most profitable businesses are sellable. Far fewer are truly marketable. A business can be profitable and still struggle to attract strong buyer interest. The question is not simply, “Can this business be sold?” The better question is, “Will enough qualified buyers care enough to compete for it?” That distinction matters more than many business owners […]

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Due Diligence Hidden Risks

The Hidden Risks That Surface During Due Diligence and How Sellers Can Prepare

Selling a business often feels like a process that builds momentum quickly once an offer is accepted. After months of preparation and negotiation, reaching a signed agreement can feel like the hardest part is over. For many sellers, that moment is a major milestone. But in practice, the next phase is where transactions are most

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Earnouts business sale

Earnouts Explained: When They Make Sense and How to Structure Them

Earnouts are often introduced in transactions to bridge valuation gaps. When buyers and sellers see future performance differently, an earnout can create flexibility. A portion of the purchase price is paid at closing, and an additional portion is tied to measurable performance targets after the transaction closes. This structure allows both parties to move forward

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Navigating the Letter of Intent (LOI): What Every Seller Should Know Before Signing

Most business owners think the “deal” starts when they agree on a price. In reality, the deal begins when a buyer puts the terms in writing, typically in the Letter of Intent (LOI). An LOI can feel like a milestone: a serious buyer, a headline number, progress. But for sellers, it’s also a decision point,

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EBITDA vs. Seller’s Discretionary Earnings (SDE): Which Matters More When Selling Your Business

When it’s time to sell your business, one of the first questions buyers ask is simple: How much money does it really make? The answer isn’t always straightforward. Business buyers measure profitability in a few different ways, and two of the most important metrics you’ll hear are EBITDA and Seller’s Discretionary Earnings (SDE). Both EBITDA

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Optimizing Your SaaS Financial Stack Before an Exit: GAAP, Cash Flow, and Forecasting

Strong SaaS metrics, such as ARR and NRR, are critical when preparing to sell, but buyers look well beyond topline numbers. They expect a financial foundation that is accurate, transparent, and easy to evaluate. A well-organized financial stack can significantly shorten due diligence and add meaningful dollars to your valuation. Here’s how to ensure your

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How SaaS Metrics Influence Valuation: ARR, Churn, and Net Revenue Retention Explained

When it comes to selling a SaaS business, valuation is far from a simple multiple of revenue. Investors and acquirers want to know not just how much you earn today, but also how predictable, durable, and scalable that revenue will be in the future. That’s why certain SaaS-specific metrics, particularly Annual Recurring Revenue (ARR), Churn,

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