March 5, 2026
We recently sold a maintenance and repair business serving the U.S. military, but it was far from a straightforward sale.
A Tale of Two LOIs
The first time we went to market, we signed an LOI at $10 million. It looked like a win on paper but in reality, the buyer was disengaged, slow to respond and difficult to move forward with. We made the decision to terminate and go back to market.
That choice ultimately resulted in an even stronger outcome – A $19 million transaction, $12 million cash at closing, with the balance structured as an earnout.
By all accounts, this was a good result for our client and a reminder of a lesson we’ve covered before – The first offer is not always the right offer!
The second time to market was not all smooth sailing – multiple other complexities arose during this second offering that required careful navigation.
Complexity Surfaces Under Scrutiny
During diligence on the second LOI, a complex family financial matter had to be resolved in order for the deal to close and issues related to succession planning arose at an inopportune time. This was not fatal to the deal, but created friction at a critical moment.
In an ideal scenario owners should have clarity about succession plans before entering a sales process. Addressing these issues under pressure, mid-process, always adds stress. When succession planning begins early, financial reporting can be simplified, structures clarified, and stakeholders aligned before a live deal.
Succession planning doesn’t start when you’re ready to sell. It starts years earlier. Owners who have a clearly defined personal outcome and plan post-sale and whose businesses have structural clarity and a management bench beyond the founder present a much more attractive acquisition opportunity than those who have not considered such things.
Sale Readiness Is a Discipline
That said, there is no perfect business. Even strong, well-run companies have imperfections and seasoned buyers know that.
In the end, what separates a smooth transaction from a stressful one is preparation: Early planning with an experienced advisor allows you to anticipate the big issues before they become leverage points and navigate them throughout the M&A process.
At Mariner, our seasoned M&A team helps business owners navigate the practical steps of sale readiness.
The best time to prepare is before you need to and we’d welcome a conversation to help you get started.
Woodbridge, A Mariner Company is now simply Mariner.
Brand Update: Last year, Woodbridge joined the Mariner family, combining our M&A Experience with Mariner’s comprehensive wealth, estate, and tax advisory services. As the final step in this integration, we are transitioning our name from Woodbridge, A Mariner Company to simply Mariner. You’ll continue working with the same team you know and trust, with the same commitment to your success — now under one unified brand.