BuySell Consortium

Services

Sell-side and buy-side M&A advisory, formal business valuation, and succession planning for established private companies in Canada. A partner runs every engagement from the first conversation to Closing.

Who we work with

Our clients are owners of established private companies in Canada, the acquirers and family offices who buy them, and the accountants, lawyers and lenders who advise both. Most of the businesses we take to market are founder or family owned and have never been through a sale process before.

We are a generalist firm by design. The disciplines that produce a good outcome are the same whether the company builds homes, installs mechanical systems, runs a clinic or manufactures a product. What changes is the buyer universe, and identifying the right one is the work.

Company profileEstablished, profitable private companies, most of them founder or family owned. Where a full process is not justified, we will tell you so in the first meeting.
GeographyCanadian companies, most often in Ontario, with buyers drawn from across Canada and the United States.
Engagement modelOne partner is accountable for the file throughout. Fee terms are set out in an engagement letter before any work begins.

Sell-side advisory

Selling a business

A managed, confidential sale process that reaches the buyers most likely to pay for what makes your company valuable, and holds the price from the letter of intent through to Closing.

Right forOwners planning an exit in the next six to twenty-four months, shareholders who need liquidity, and families where the next generation is not taking over.

A sale process is a sequence of decisions, and most of the value is decided early. Before we contact a single buyer we settle the earnings basis, the working capital position, the treatment of owner compensation and one-time items, and the range of value the evidence supports. Buyers will do this analysis whether or not you have, and a seller who has done it first negotiates from a stronger position.

The confidential information memorandum we prepare is written to withstand diligence. Every figure in it reconciles to the financial statements and every claim about the business can be supported. That is what allows a buyer to move quickly and what prevents the price from eroding after the letter of intent is signed.

Buyers come from three places: the registered acquirers in our database who have already told us what they are looking for, a researched list of strategic and financial buyers built for the specific mandate, and where appropriate, a controlled listing on an established platform. We do not broadcast. Identifying information is released only after a non-disclosure agreement is executed and the buyer has been qualified.

  • Pre-sale valuation and normalization of earnings
  • Confidential information memorandum and blind teaser
  • Buyer research, qualification and controlled outreach
  • Management of offers, negotiation of the letter of intent and deal structure, including vendor take-back financing where it serves the seller
  • Diligence management, working capital settlement and coordination with counsel through Closing

Request a confidential conversation

Buy-side advisory

Buying a business

Retained acquisition search and corporate development support for acquirers who know what they want and need someone to find it, approach it and get it to Closing.

Right forOperating companies pursuing acquisitions in their own sector, private equity and family offices building a platform, and individual acquirers with committed capital.

The best acquisitions are rarely for sale. They belong to owners who have not yet decided to sell and who will only take a call from someone credible. A buy-side mandate is a retained search for those companies, built from your criteria and run under your name only once a target has shown genuine interest.

We take on a limited number of buy-side mandates at a time because each one requires direct, sustained outreach to owners. Our recent buy-side work includes a corporate development mandate for an established operator acquiring smaller businesses in its own category, where the work was identifying the owners, opening the conversations and structuring transactions that worked for a seller who had not planned to exit.

Where financing is required, we prepare the lender package and manage the financing process alongside the acquisition so that the two close together.

  • Acquisition criteria and target universe definition
  • Target identification, owner outreach and initial qualification
  • Valuation of the target and structuring of the offer
  • Letter of intent, diligence coordination and purchase agreement support
  • Acquisition financing packages for senior, subordinated and vendor financing

Discuss an acquisition mandate

Business valuation

Valuation

Formal valuation reports prepared under recognized professional standards, and shorter calculation reports where a full report is more than the situation requires.

Right forShareholder transactions and buyouts, tax and estate planning, financing, shareholder disputes, and owners who want an independent view before going to market.

Valuation is the discipline underneath everything else we do. Our reports are prepared by a designated valuator holding the ABV and ASA credentials, under the AICPA Statement on Standards for Valuation Services and the ASA Business Valuation Standards. They state the standard of value, the premise, the valuation date, the approaches used and the reasons the conclusion sits where it does.

The scope is matched to the purpose. A shareholder buyout, a Canada Revenue Agency filing or a litigation matter needs a full report with the analysis set out in a form that will hold up to scrutiny. An owner who wants to understand what a buyer would likely pay before deciding whether to sell usually needs a calculation report, delivered faster and at a lower cost, with the same underlying rigour.

We also prepare valuations for buyers assessing a target, and for lenders and their borrowers where a transaction is being financed.

  • Estimate and calculation valuation reports
  • Pre-sale valuation and range of value analysis
  • Shareholder buyouts, estate freezes and reorganizations
  • Purchase price allocation and financial reporting support
  • Dispute and litigation support

Request a valuation

Succession and exit planning

Succession planning

Structured planning for owners who are two to five years from a transition and want to enter it with the business worth more and the options open.

Right forOwners in their fifties and sixties without a clear successor, families deciding between a management buyout, a sale to the next generation and a third-party sale, and partners with different timelines.

Most of the discount a buyer applies to a private company is for dependence on the owner. Customer relationships, supplier terms, pricing decisions and institutional knowledge that sit with one person are priced as risk. The work of succession planning is to move those things into the business itself, on a timeline that allows the owner to step back without the company noticing.

We begin with a valuation and a plain assessment of what a buyer would find, then set out the changes that would move the value and the sequence in which to make them. Where a family transition or management buyout is the likely path, we model the financing and the tax consequences with your accountant so that the plan is realistic before anyone commits to it.

  • Baseline valuation and readiness assessment
  • Value driver plan with a timeline
  • Comparison of exit routes: third-party sale, management buyout, family transition
  • Coordination with the owner’s tax, legal and wealth advisors
  • Transition to a sale process when the time is right

Start a succession conversation

Transaction support

When you already have a counterparty

Advisory support on a defined scope for owners and buyers who have found each other and need experienced help to get the transaction structured, negotiated and closed.

Right forAn owner approached directly by a buyer, a management team negotiating with a departing shareholder, or a buyer with a target in hand and no transaction experience.

A direct approach from a buyer is usually good news and often a trap. The buyer has done this before and you have not, the price on the table is set by the buyer’s view of value rather than the market’s, and there is no competitive tension to correct it. Transaction support puts an experienced advisor on your side of the table for the parts of the deal where that matters, at a fee that reflects the narrower scope.

The most common engagements are a valuation to test the offer, negotiation of the letter of intent and the working capital mechanism, and management of diligence so that the price agreed is the price paid.

  • Independent assessment of an unsolicited offer
  • Letter of intent review and negotiation
  • Working capital peg, escrow, holdback and earnout structuring
  • Diligence management and response
  • Coordination with counsel through Closing

Discuss a transaction in progress

How we work

A sale process, in the order it happens

A well-run sale of a private company takes six to nine months from engagement to Closing. The sequence below is how we run it. Buy-side and succession engagements follow the same discipline with different starting points.

  1. 01AssessmentValuation, normalized earnings, readiness review and a candid view on timing. Two to four weeks.
  2. 02PreparationConfidential information memorandum, blind teaser, data room and buyer list. Four to six weeks.
  3. 03MarketControlled outreach under non-disclosure, management meetings, indications of interest. Six to ten weeks.
  4. 04NegotiateSelection of the buyer, letter of intent, deal structure, working capital mechanism and exclusivity terms.
  5. 05CloseDiligence management, purchase agreement support with counsel, financing coordination and Closing. Eight to twelve weeks.

Standards

Valuation-grade advisory

The partner responsible for every BuySell Consortium engagement is a Chartered Professional Accountant and a designated business valuator. That shapes how we advise. The value we put on a business is a conclusion we can defend, the confidential information memorandum reconciles to the financial statements, and the numbers a buyer relies on are ones we have already tested.

Charles Saleh, CPA, ABV, ASA, CEIV. Valuation reports are prepared under the AICPA Statement on Standards for Valuation Services and the ASA Business Valuation Standards.

Confidentiality

How information is handled

No company is identified to a buyer until a non-disclosure agreement is in place and the buyer has been qualified. Opportunities circulated to our registered buyers are blind. Employees, customers and suppliers learn of a transaction when the owner decides they should, which in most of our engagements is after Closing.

“Charles and his team advised us on our acquisition of Fireplace & Leisure Centre. Charles personally took the lead, helped us navigate a number of challenges and made sure every issue was addressed as it arose. His experience, persistence and strategic guidance were instrumental in getting the transaction closed, and we would highly recommend him and his team.”

Andrew Leonard, The Fireplace Stop

Common questions

Questions owners ask before engaging us

How long does it take to sell a private company?

A well-run sale of a private company takes six to nine months from engagement to Closing. Preparation and valuation come first, then a confidential approach to qualified buyers, then the letter of intent, due diligence and Closing.

What does the first conversation cost?

Nothing. The first meeting is a candid assessment of readiness and value. If the business is not ready, or the range of value the evidence supports is not what you hoped for, you hear that in the first meeting rather than months into a process.

How is confidentiality protected during a sale?

No company is identified to a buyer until a non-disclosure agreement is in place and the buyer has been qualified. Opportunities circulated to registered buyers are blind. Employees, customers and suppliers learn of a transaction when the owner decides they should, which in most engagements is after Closing.

Who runs the engagement?

One partner, from the first conversation to Closing. The partner responsible for each file is a Chartered Professional Accountant and a designated business valuator, and the value put on a company is a conclusion that can be defended to a buyer, a lender, a court or the Canada Revenue Agency.

What kinds of valuation reports do you prepare?

Formal valuation reports prepared under recognized professional standards, and shorter calculation reports where a full report is more than the situation requires. They are used for a sale, shareholder matters, lenders, litigation and tax purposes.

Do you specialize in a particular industry?

No. BuySell Consortium is a generalist firm by design. The disciplines that produce a good outcome are the same whether the company builds homes, installs mechanical systems, runs a clinic or manufactures a product. What changes is the buyer universe, and identifying the right buyer is the work.

How are fees set?

Fee terms are agreed in writing before any work begins.

Request a confidential conversation

A partner will respond within one business day. Nothing you share is disclosed to anyone.

    BuySell Consortium, 18 King St. E, Suite 1400, Toronto, ON M5C 1C4. Your details are used only to respond to this request.