Sell-Side M&A
You should know what your company would sell for before any buyer knows it is for sale.
We run the Strategic Capital Process, and before a single buyer is approached you hold a market assessment of your company: who would buy it, what buyers have paid for comparable businesses and what keeping it is worth. You decide from that document whether to go to market at all.
The market assessment
The document is finished before the decision to sell.
The document has four parts, and it is handed to you at the end of preparation.
View a sampleBuyer universe
Every acquirer and sponsor with a claim to the asset, each one carrying the completed transactions and filings that justify its place on the list. The names come out of the firm's origination engine, and the reasoning for each is written next to it.
What buyers have paid
What comparable completed transactions indicate the market pays for a business like yours. Every figure carries its source, its sample size and its limits. Where the sample is too small we say so and do not quote it.
Diligence ledger
The questions a buyer will ask, answered in advance or flagged as open, with the supporting document named against each answer. Anything a buyer finds in diligence has already been written down and priced by you first.
Hold case
What keeping your company is worth, in writing: the cash it produces for you, what two or three more years of the current plan looks like, and what would have to be true for holding to be the better answer. Selling gets compared against a real alternative.
The Strategic Capital Process
Every sell-side mandate is one of three problems.
We read every company three ways, for liquidity, for capital and for growth, and the answer decides which problem yours is and which route the mandate takes.
- 01
Liquidity
You want to turn ownership into wealth.
RouteSell
A sale with the price set by competition between qualified buyers on one timetable.
- 02
Capital
A loan matures next year, or a raise is coming.
RouteRaise or refinance
The instrument scoped first, then every credible lender or investor put on the same clock.
- 03
Growth
You want to grow faster than your own cash flow allows.
RouteBuy
Acquisitions, with the financing scoped as part of the acquisition plan and arranged on the same timetable.
Doctrine
We build competition for every mandate.
Qualified buyers, lenders or investors are approached in parallel and work to the same timetable. For a sale that means strategic acquirers and sponsors; for debt, banks, private credit funds, insurers and institutional lenders; for equity, private equity, infrastructure funds, sovereign wealth, pensions, family offices and strategics.
One bidder
One buyer sets the price and the timetable, and you have no offer to compare it with.
A contested process
- Strategic acquirer
- Private equity sponsor
- Family office
- Strategic acquirer
- Private equity add-on
Qualified buyers work to the same timetable, so every offer has to beat the others still live.
We take no position in any transaction we advise on. We act for one side per situation, and conflicts are disclosed before anything else happens.
We never negotiate with only one source of capital, always create the market.
Zuvelek Capital
Who this is for
Mandate criteria
A process is worth running when your business can support one and the market for it can be prepared. These are the parameters we work within.
- Ownership
- Founder- or family-owned companies, one shareholder or several. Succession situations are a core focus.
- Transaction
- $5M to $250M. Full sale, partial sale, succession or recapitalisation.
- Preparation
- Financials that can be normalised and evidenced. We build the rest with you, and the market assessment is finished, before any buyer sees your business.
- Timeline
- A prepared process typically runs six to nine months from kickoff to close.
Who runs the mandate
Jack Zuvelek leads every mandate personally, with the firm's team behind him.
He operated companies before he advised them, and the problems of an owner-managed company are ones he has carried himself. He takes the first call and holds the whole picture through to close, the firm's team runs the workstreams underneath him, and specialist advisers are brought in where a workstream needs one, under the same confidentiality.
Process
How the Strategic Capital Process runs
- Decision 1: Go to market or hold, decided from the market assessment
- Decision 2: Shortlist or stop, decided from the indications of interest
- Decision 3: Grant exclusivity, with the bid comparison in front of you
Preparation
The business is prepared before any buyer sees it, and diligence questions are answered in advance so that nothing found later is new. Owner-managed accounts rarely show the earnings a buyer will price: family members on the payroll, owner compensation set with the tax office in mind and costs that belong to the owner and not the business all sit in the raw numbers, so EBITDA is normalised with support written down for every adjustment. Preparation ends when the market assessment is finished and handed to you.
- Normalised financial summary with support for every adjustment
- Confidential information memorandum
- Data room prepared and indexed
- The market assessment: the buyer universe, what buyers have paid, the diligence ledger and the hold case
Decision pointWith the market assessment in hand, you decide whether to go to market at all. You can read it and hold, and the document keeps its value for you either way.
Buyer map
The buyer universe is built by the firm's origination engine from the lender filings that show which sponsors and lenders funded comparable businesses in your sector. Those names arrive with the filing that put them there, alongside the strategic names you already know.
- Buyer universe with the reasoning shown for each name
- Approach plan and sequencing
Market approach
Confidential outreach under NDA, staged so that every approach runs on the same clock and interest builds in parallel.
- Anonymous teaser
- NDA management
- Indications of interest collected and compared
Decision pointIndications of interest show what the market will actually pay, measured against what buyers have paid for comparable businesses. You decide whether to shortlist or to stop.
Negotiation
Headline price is one line of a proposal. Earn-outs, working capital targets, the treatment of cash and debt, the buyer's own structure and the synergies a strategic acquirer can pay for all change what you actually receive, so competing proposals are compared on the full structure, with more than one option held open into exclusivity.
- Bid comparison across price, structure and conditions
- Term sheet negotiation to exclusivity
Decision pointExclusivity is yours to grant, and it is granted only once the bid comparison is in front of you.
Diligence and close
Confirmatory diligence is managed against the diligence ledger written in preparation, so buyer questions are answered from a record that already exists, through documentation to signing and close.
- Diligence coordination across workstreams
- Documentation support through close
Questions owners ask
Before a process starts
Do we have to sell at the end?
No. You can commission the work to understand your options and choose to hold. The market assessment and the prepared materials keep their value in that case, and the decision stays with you at every stage.
Can you give me a quick estimate of what my company is worth?
Preparation produces that answer: your earnings normalised with support for every adjustment, set against what comparable completed transactions indicate buyers pay for earnings like them. A quick figure would skip both steps, so we give you the figure once preparation has done them.
How do you know who the real buyers are?
Our origination engine reads the lender filings that private capital firms and business development companies submit to the SEC every quarter, which show who lent to whom, at what size and on what terms. A buyer earns a place on your list by having completed or financed comparable transactions, and the filing or transaction is printed next to the name so you can check it. Strategic acquirers you already have in mind are added, with the announced transaction or the disclosure that evidences each one printed next to the name.
How is confidentiality protected?
Outreach starts anonymous. No buyer learns your company's name before signing an NDA, staff and customers are not contacted, and the list of who was approached is agreed with you first.
How much management time does it take?
Time concentrates in two windows: preparation, where we work from your existing records, and management meetings with shortlisted buyers. Between those windows the process runs on our side.
How are you paid?
Fee terms are set in the engagement letter before any work starts. A sale mandate combines a fixed engagement fee, paid while preparation and the process run, with a success fee paid only if a transaction closes.