Every buyer is different, but after enough transactions, the same handful of questions come up again and again. Understanding what’s actually on a buyer’s mind, before you’re sitting across the table from one, is one of the most useful things a seller can do to prepare.
Is this earnings number real?
Buyers assume every seller has presented their business in the best possible light, so the first instinct is to test the numbers. Are the earnings sustainable? Are the add-backs legitimate? Does revenue growth reflect real, durable demand? This is exactly the territory a quality of earnings analysis is built to address, and sellers who’ve already done that work themselves tend to move through diligence faster and with more credibility.
Does this business depend entirely on the owner?
If the founder is the business, personally handling every major customer relationship, every key decision, every piece of institutional knowledge, that’s a red flag for a buyer planning to run things without that person. Buyers look closely at management depth: is there a real team here, or just one person and some employees who report to them?
How concentrated is the customer base?
A buyer will always ask what percentage of revenue comes from the top one, five, and ten customers. Heavy concentration means the business they’re buying could look very different the moment one relationship changes, and that risk gets priced into any offer, if it doesn’t kill the deal outright.
Is revenue recurring, or does it start from zero every period?
Recurring, contracted, or repeat revenue is worth more than one-off project work, because it’s more predictable and gives a buyer more confidence in what they’re actually paying for. Buyers will dig into how much revenue is genuinely likely to continue versus how much has to be won fresh every quarter.
What does growth actually look like, and why?
Buyers want to understand the real growth story: new customers, expanding share with existing ones, pricing increases, new products, and whether that growth is likely to continue under new ownership. A history of growth driven by a single unrepeatable event tells a very different story than durable, diversified growth.
What are the real risks?
Legal exposure, pending litigation, regulatory issues, key contracts up for renewal, employee turnover risk, buyers are looking for anything that could materially change the business’s trajectory after closing. The businesses that handle this well aren’t the ones with zero risk, they’re the ones that are upfront about what the risks actually are.
Is the business’s data and documentation trustworthy?
Clean financials, organized contracts, documented processes, and a well-run data room all signal that the business is well-managed, and by extension, lower-risk to acquire. A disorganized, hard-to-diligence business raises doubts that go well beyond whatever specific document is missing.
How will this business perform without the seller?
Ultimately, every question above rolls up into one: what happens to this business the day after the current owner walks away? Buyers who can answer that question confidently move forward. Buyers who can’t tend to either walk away or price in a significant discount for the uncertainty.
ProDelta Advisors helps sellers understand and prepare for exactly what buyers will be looking for, well before a process begins.
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