Should You Hire an M&A Advisor or Go It Alone When Selling a Business?

At F2H, we bring white-glove advisory to secondaries, capital raising, and M&A under $150m – delivering the sophistication of top-tier investment banking to small GPs, LPs, and companies. Whether you’re exploring a full sale, strategic partnership, or liquidity solution, our team delivers expertise and execution every step of the way. Contact us today to start the conversation.
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Introduction

When selling or merging a lower-middle-market company (say EBITDA $1–10 million, revenues $10–100 million), owners and sponsors often face a dilemma: do the process themselves (with internal counsel, accounting, and selective advisors) or hire an investment bank / M&A advisor? This article walks through pros, cons, decision criteria, and practical guidance.

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What “going it alone” really means (and when it might make sense)

• You retain full control of buyer selection, process pacing, and communications.
• You avoid paying a dedicated sell-side fee or retainer to an advisor.
• But “alone” still usually means engaging legal, accounting, tax, and possibly boutique advisory help.
• It makes sense if the deal is relatively simple, your network is strong, and you have internal deal experience (or prior transaction experience).
• However, many founders and owners underestimate the time, complexity, and conflict management burden of a full sale process.

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What an investment bank / M&A advisor brings

Buyer access and network

• Deep relationships across strategics, private equity, family offices, and industry buyers.
• Ability to run a competitive auction, driving up the valuation.
• Credibility in front of buyers: buyers take processes run by banks more seriously.

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Valuation discipline & positioning

• They help craft the “story” of the business (growth trajectory, defensible moats, metrics).
• They bring process discipline to avoid lowball offers, force aggressive diligence, and vet term sheets.

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Deal execution and negotiation

• Handling diligence demands, data room, confidentiality, coordination, buyer questions.
• Negotiating complex deal terms: earnouts, escrows, reps & warranties, indemnities, tax, post-closing adjustments.
• Managing closing mechanics, third-party consents, carveouts, working capital.

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Time leverage & internal focus

• You (management/owners) can stay focused on running the business.
• The advisor becomes the buffer, legal traffic cop, negotiation engine.

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Signaling and credibility

• Hiring an advisor can signal to the market that you’re serious and that your expectations are realistic.
• It helps manage perceived price discovery (i.e. “why would I sell cheap if I have a real advisor?”).

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Empirical evidence suggests that sellers using advisors often achieve better outcomes in private M&A settings.

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The costs, risks & downsides of hiring a bank / advisor

• Fees: engagement retainer, success fees (often a percentage of enterprise value), sometimes minimums. At F2H, we do not charge a retainer.
• Loss of control / process speed: the advisor may push for broad outreach or push toward the “market” pace that feels external.
• Mismatch of incentives: some advisors may push volume rather than deal quality.
• Selection risk: a weak or misaligned advisor can damage process, leak confidentiality, or fail to bring good buyers.
• Overhead: you need to coordinate and manage your advisor, supply them data, and handle oversight.

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When “go alone” might win

• The target buyer is obvious and known (e.g. a related strategic or partner) and the path is straightforward.
• The transaction is easy (low complexity, limited diligence).
• Your organization or sponsor already has deep transaction experience and capacity to manage all the moving parts.
• You’re comfortable negotiating, structuring, and project-managing.
• You accept risk that valuation may suffer, process leaks may occur, or deal execution might slow.

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Decision framework: when to hire and when not to

In practice, for many lower-middle deals, hiring an experienced M&A advisor or boutique investment bank tends to offer net value for sellers.

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Best practices if you hire an advisor

• Select by specialization and track record: Look for advisors who have worked on deals your size, in your industry.
• Ensure priority alignment: the deal should be a priority, not a “side job.”
• Define clear deliverables and timeline in the engagement letter (who does what, when).
• Cap retainer or fee clawbacks to ensure rigor.
• Be transparent about internal constraints (you may veto certain buyers for cultural or confidentiality reasons).
• Stay involved: don’t cede all control—review buyer lists, major term sheet options, key legal structure decisions.

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Concluding recommendation & risk caveats

For most lower-middle-market M&A, hiring a good investment banking / M&A advisory partner is the safer and often higher-value route. The complexity, negotiation pressure, buyer outreach, and execution risk of even a modest deal often overwhelm independent teams. That said, “going it alone” is defensible when deal structure is simple, buyer known, and internal capacity high.

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At F2H, we bring white-glove advisory to secondaries, capital raising, and M&A under $150m – delivering the sophistication of top-tier investment banking to small GPs, LPs, and companies. Whether you’re exploring a full sale, strategic partnership, or liquidity solution, our team delivers expertise and execution every step of the way. Contact us today to start the conversation.