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Windsor Drake runs structured, competitive sale processes for companies with $1M–$10M in EBITDA. We create buyer competition, control information flow, and maximize your outcome. If you are ready to sell your business, this is where serious founders start.
Selling a business is the single largest financial event most founders will experience. The difference between a well-run process and a poorly managed one is measured in millions of dollars and years of regret.
Windsor Drake exists for one reason: to ensure that when you sell your business, you capture the full value you have built. We represent founders of companies generating $1M–$10M in EBITDA across B2B SaaS, fintech, business services, healthcare, and home services. Our structured Modified Auction process creates competitive tension among qualified buyers, establishes information control, and drives outcomes that consistently exceed what founders achieve on their own or through business brokers.
This is not a listing service. This is institutional sell-side advisory applied to the lower middle market.
Most founders who decide to sell their business make one of these critical mistakes. Each one costs real money and often kills deals entirely.
Every engagement follows Windsor Drake’s Modified Auction framework — a disciplined, phase-gated process that creates competitive tension and maintains your leverage from first meeting through close.
We conduct a comprehensive valuation analysis benchmarked against comparable transactions in your sector. We identify the specific value drivers buyers will pay a premium for and position your business accordingly.
We prepare institutional-grade materials — teaser profiles, confidential information memorandums, and financial models — then build a targeted buyer list of private equity firms, strategic acquirers, and family offices with demonstrated acquisition interest in your sector.
We contact 50–150+ qualified buyers under strict confidentiality. Every interaction is managed through NDAs and staged information release. Your identity is protected until we have confirmed buyer qualification and genuine interest.
Multiple qualified buyers submit indications of interest and letters of intent. We negotiate price, terms, earnout structures, and closing conditions. Competitive tension — not hope — drives your final valuation.
We manage the due diligence process, coordinate with your legal and accounting teams, and drive the transaction through to close. We maintain backup buyer interest throughout to preserve your negotiating leverage until the wire clears.
We contact 50–150+ qualified buyers per engagement. Multiple parties competing for your business is the single most reliable way to maximize price and improve deal terms. Brokers typically work with 3–5 buyers.
Our confidential information memorandums, financial models, and teaser profiles are built to the standard that PE firms and strategic acquirers expect. Professional presentation signals a serious process and commands higher valuations.
Your deal is not handed to a junior analyst. The senior team that wins your engagement is the same team that runs your process, negotiates with buyers, and drives your transaction through close.
Headquartered in Toronto with active buyer relationships across Canada and the United States. Our reach includes PE firms, family offices, and strategic acquirers on both sides of the border — expanding the competitive field for your sale.
The optimal time to sell a business is when you do not have to. Founders who sell from a position of strength — growing revenue, stable margins, a strong management team — command significantly higher valuations than those forced to sell due to burnout, partnership disputes, or declining performance.
Several signals indicate the market timing is right to sell your business: strong M&A activity in your sector, elevated buyer multiples, low interest rates reducing the cost of acquisition capital, and active PE fund deployment cycles. But market timing is secondary to business readiness. A company with clean financials, documented processes, and a management team that can operate without the founder will always trade at a premium.
If you are asking “should I sell my business now?” the answer depends on whether you can demonstrate 12–24 months of sustained performance. Buyers pay for trajectory, not just current earnings. Windsor Drake helps founders understand their valuation range before committing to a formal process.
Business valuation in the lower middle market is driven by adjusted EBITDA, applied multiples, and the quality of earnings behind those numbers. For companies with $1M–$10M in EBITDA, transaction multiples typically range from 4x–8x depending on sector, growth rate, customer concentration, recurring revenue mix, and margin profile.
The critical insight most founders miss: valuation is not a formula. It is a negotiation outcome shaped by the competitive dynamics of the sale process. A business presented to one buyer will trade at a materially different multiple than the same business presented to fifteen qualified buyers in a structured auction. The process itself creates value.
Windsor Drake provides founders with a detailed valuation analysis as part of every engagement, benchmarked against actual transaction comparables — not theoretical models. We identify the specific adjustments, normalizations, and presentation strategies that move your business from the low end of the multiple range to the high end.
The difference between a 4x and a 6x multiple on $3M EBITDA is $6 million in enterprise value. Process discipline — not luck — drives that outcome.
When you sell your business in the $3M–$50M enterprise value range, the buyer universe includes three primary categories: private equity firms executing platform or add-on acquisition strategies, strategic acquirers seeking to expand capability or market share, and family offices deploying permanent capital with longer hold periods.
Each buyer type values different attributes. PE firms focus on EBITDA growth potential and management team depth. Strategics will pay premiums for technology, customer relationships, or geographic coverage that accelerates their own growth plan. Family offices often prioritize stable cash flow and founder transition flexibility.
A well-run sale process presents your company to all three buyer types simultaneously, letting the market determine which buyer class values your specific business most highly. Windsor Drake maintains active relationships with hundreds of qualified acquirers across these categories in both Canadian and U.S. markets.
A professionally managed sell-side M&A process typically takes 6–10 months from engagement to close. The timeline breaks down roughly as follows: 4–6 weeks for preparation and marketing materials, 6–8 weeks for buyer outreach and initial meetings, 4–6 weeks for LOI negotiation and selection, and 8–12 weeks for due diligence and definitive documentation.
Deals take longer when the business is not prepared for buyer scrutiny, when financials require extensive normalization, or when the founder has not planned for management transition. They close faster when the company has audited or reviewed financials, a clear growth narrative, and a management team that buyers can underwrite beyond the founder.
Windsor Drake’s preparation phase is designed to front-load the work that slows other processes down. By the time buyers see your company, every question they will ask has been anticipated and addressed.
Windsor Drake advises founder-led companies across sectors where we have deep buyer relationships and transaction experience. Our core verticals include B2B SaaS, fintech, business services, healthcare services, and home services.
Sector expertise matters because buyers in each vertical evaluate businesses differently. A SaaS acquirer focuses on ARR growth, net revenue retention, and CAC payback periods. A home services PE platform cares about route density, technician retention, and same-store revenue growth. The advisor who understands what specific buyers value in your sector will position your business more effectively than a generalist.
If your company generates $1M–$10M in EBITDA and operates in a sector where we have active buyer coverage, we are likely the right fit to help you sell your business.
Confidentiality is foundational to every Windsor Drake engagement. We never disclose your company’s identity without your written consent. Buyers receive an anonymized teaser profile first. Only after signing a non-disclosure agreement and passing our qualification screening do they receive your confidential information memorandum. We control the information flow at every stage to protect your employees, customers, and competitive position.
We advise founder-led companies with $1M–$10M in EBITDA, which typically corresponds to $3M–$50M in enterprise value. This is the lower middle market — a segment where businesses are too large for most business brokers but often overlooked by bulge-bracket investment banks. Our process, materials, and buyer network are specifically built for this market segment.
Our fee structure combines a monthly retainer with a success fee paid at closing. The retainer covers the ongoing work of preparing materials, managing buyer outreach, and running the process. The success fee aligns our incentive directly with your outcome — we earn the majority of our compensation only when your deal closes at the best possible terms. Specific fee structures are discussed during our initial consultation.
Business brokers typically list companies on marketplaces and wait for inbound interest. M&A advisors construct proactive, competitive sale processes — targeting specific buyers, managing information disclosure, creating bidding tension, and negotiating deal terms. The distinction matters most in the $3M–$50M enterprise value range, where institutional buyers expect a professional process and sophisticated materials. Read our full comparison.
Yes, and that is precisely why hiring an advisor matters. A properly managed sale process requires hundreds of hours of preparation, communication, and negotiation. Windsor Drake handles the process so you can focus on operating the business. In fact, maintaining strong business performance during the sale is critical — any decline gives buyers leverage to renegotiate price.
Audited financials are not always required, but they accelerate the process and increase buyer confidence. At minimum, you need reliable financial statements that can withstand scrutiny during a quality of earnings analysis. Windsor Drake assesses your financial readiness early in the engagement and advises on what level of financial preparation is needed before going to market.
Most lower middle market transactions include a transition period of 6–24 months where the founder supports the new ownership. The terms of this transition — including compensation, role, and duration — are negotiated as part of the deal. Windsor Drake negotiates these post-close terms alongside the purchase price to ensure the overall package reflects your goals, whether that is a clean exit or continued involvement.
Tell us about your business. A senior advisor will respond within one business day to discuss your situation, your goals, and whether a formal process makes sense.
All inquiries are strictly confidential. No information is disclosed without written consent.
Sell-side M&A advisory for founders.
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