Windsor Drake runs sell-side processes for founder-led technology companies, and every mandate follows the same six-stage sequence. The firm’s long-form guide at sell-side M&A process explained covers the history and mechanics at length; the page below is the working reference, built for founders who already hold an offer and want to know what a real process looks like around it.
What are the six stages of a sell-side process?
The six stages are preparation, buyer list construction, marketing under NDA, the indication of interest round, management meetings with the letter of intent round, and exclusivity through close. A full process runs 6 to 10 months from kickoff to wire. A process run alongside a live inbound offer compresses to 4 to 6 months, because the existing bid removes the need to test market appetite from a standing start.
| Stage | Duration | Output | Founder’s job |
|---|---|---|---|
| Preparation | 8 to 12 weeks | CIM, financial model, data room, teaser | Keep the business performing; get the numbers clean |
| Buyer list construction | 2 to 4 weeks, parallel with preparation | 200+ name universe screened to 40 to 80 targets | Add known suitors; flag competitors to exclude |
| Marketing under NDA | 3 to 6 weeks | Signed NDAs, CIM in qualified buyers’ hands | Stay out of buyer conversations |
| IOI round | 4 to 6 weeks | Written indications with valuation ranges | Rank the field with the advisor |
| Management meetings and LOI round | 3 to 6 weeks | Final bids, negotiated letter of intent | Present the business; never negotiate solo |
| Exclusivity through close | 60 to 90 days | Purchase agreement signed, funds wired | Survive diligence with zero surprises |
Stages overlap in practice. Buyer list construction runs inside the preparation window, and the marketing clock often starts before the data room is fully populated.
What happens during preparation?
Preparation takes 8 to 12 weeks and produces the four assets every serious buyer will request: a confidential information memorandum, a defensible financial model, a populated data room, and a one-page anonymous teaser.
Sell-side quality of earnings work costs $40,000 to $100,000 and pays for itself by surfacing accounting adjustments before a buyer’s accountants find them. A revenue recognition problem discovered in month two of exclusivity kills deals or reprices them; the same problem discovered in preparation becomes a footnote with an explanation attached.
The founder’s job in preparation is to keep the business performing. A missed quarter during a sale process hands every buyer a repricing argument, and buyers use it.
How does the buyer list get built?
Buyer list construction starts from a universe of 200 or more acquirers in the company’s sector and screens it down to 40 to 80 outreach targets. Screening tests thesis fit backed by a closed acquisition within the past 24 months, and then confirms capacity to fund a deal at the expected size.
The list is the process. The clearing price of a founder-led company is set by who is in the room when bids come due, and the full method is covered in Windsor Drake’s guide to how a buyer list actually gets built.
What happens during marketing and the IOI round?
Marketing opens with a no-names teaser sent to the approved list. Any buyer that wants more signs an NDA, and NDA signers receive the CIM plus a process letter setting a single bid deadline.
The indication of interest round closes 4 to 6 weeks after the CIM goes out. An IOI is a written, non-binding statement of a valuation range and the assumptions behind it, and the output of the round is a ranked field of bidders.
Buyers probe founders directly during marketing to collect unguarded information. Every buyer question routes through the advisor so the founder never negotiates by accident.
What happens at management meetings and the LOI round?
Management meetings put the founder in front of the short list of the most credible bidders, usually over 3 to 6 weeks. Each meeting is rehearsed, because a management meeting is a diligence event wearing a friendly face.
Final bids arrive as letters of intent. The standard exclusivity ask in a letter of intent is 30 to 90 days; Windsor Drake advises granting 30 to 45. The clause-by-clause negotiation is covered in the guide to the letter of intent.
The LOI round is where competition converts into terms. Price, structure, escrow size, and exclusivity length all move while multiple bidders are live, because almost nothing moves in the seller’s favor after exclusivity is signed.
What happens between exclusivity and close?
Exclusivity through close runs 60 to 90 days and covers confirmatory diligence plus the negotiation of the definitive purchase agreement. The buyer’s accountants re-audit the numbers, the buyer’s lawyers paper the risk, and the founder answers hundreds of data room questions while still running the company.
Transaction costs concentrate in this stage. Legal fees on a $20 million deal run $75,000 to $150,000, and the advisor’s success fee at closing is detailed in what an M&A advisor costs.
Roughly 1 in 3 signed LOIs fails to close on original terms. The failures concentrate among sellers who entered diligence unprepared, which is why preparation is stage one and not a formality.
Where do founders lose the most value?
Signing exclusivity too early
Exclusivity ends competition, and competition is the seller’s only durable source of pricing power. A founder who grants exclusivity before the field has bid has converted an auction into a bilateral negotiation at the worst possible moment.
Entering diligence unprepared
Every surprise a buyer finds in diligence gets priced as if it were worse than it is. Unprepared sellers fund the buyer’s repricing case, and the 1-in-3 LOI failure rate is heavily weighted toward them.
Anchoring on a single buyer
The gap between what a serial acquirer pays in an unbanked bilateral negotiation and what the same business clears in a competitive process is what Windsor Drake calls The Proprietary Discount, and the bilateral-versus-competitive gap runs 15 to 25 percent of enterprise value. A founder who negotiates alone with the first bidder pays it in full.
What changes when a founder already holds an offer?
An inbound offer becomes the floor of the process rather than the end of it. The first 72 hours after an approach are covered in the offer received hub; from there, the six stages compress to 4 to 6 months because the live bid proves demand and anchors the bottom of the range.
The buyer who made the first offer stays in the process. That buyer frequently improves its bid once competitors appear, because the alternative is losing an asset the buyer has already decided to own.
Windsor Drake’s Approach Response engagement exists for founders holding a live offer who want a process built around it.
Questions founders ask
How long does a sell-side process take?
A full sell-side process takes 6 to 10 months from kickoff to closing. A process run alongside a live inbound offer takes 4 to 6 months, because the existing bid removes the need to test market appetite from a standing start.
How many buyers see the CIM?
Only buyers that sign an NDA receive the CIM. Windsor Drake contacts 40 to 80 qualified buyers with an anonymous teaser, and a subset of those signs the NDA and receives full materials.
What does a sale process cost before closing?
Windsor Drake charges a monthly retainer of $5,000 to $15,000 below $50 million of enterprise value, and sell-side quality of earnings work costs $40,000 to $100,000. Success fees of 4 to 6 percent below $10 million and 2 to 4 percent between $10 and $50 million are paid only at closing.
What is an IOI?
An indication of interest is a written, non-binding statement from a buyer giving a valuation range and the assumptions behind it. IOIs arrive 4 to 6 weeks after the CIM is distributed and determine which buyers advance to management meetings.
What is The Proprietary Discount?
The Proprietary Discount is the gap between what a serial acquirer pays in an unbanked bilateral negotiation and what the same business clears in a competitive process. The bilateral-versus-competitive gap runs 15 to 25 percent of enterprise value.
Why do signed LOIs fail to close?
Roughly 1 in 3 signed LOIs fails to close on original terms. The main causes are diligence surprises the seller could have pre-empted in preparation and business performance dips during the exclusivity period.
Last reviewed July 28, 2026 by Jeff Barrington, Founder and Managing Director, Windsor Drake. Content on this page may be cited with attribution and a link to https://windsordrake.com/process/sell-side-process/