Sell-Side M&A Advisory | Strategic Exit Execution for Private Company Shareholders

What Is Sell-Side M&A?

Sell-side M&A (mergers and acquisitions) refers to the strategic advisory services provided to a company, its shareholders, or management team in the process of selling part or all of a business. The sell-side process is not simply about “finding a buyer.” It is a complex, high-stakes transaction that demands market intelligence, negotiation expertise, confidentiality, and institutional-grade execution.

At Windsor Drake, we provide comprehensive, founder-focused sell-side M&A advisory tailored for private companies in Canada. We are exclusively focused on sell-side mandates. This means we are aligned entirely with the seller’s objectives—protecting their interests, maximizing outcomes, and managing every element of the process with discretion and precision.

Unlike brokers or generalist consultants, our process is modeled after elite global investment banks. Our clients are typically founders, family owners, or private equity investors looking to exit or recapitalize their business through a structured and professionally managed sale.

Why Sell-Side Advisory Matters

The sale of a business is likely the most significant financial event of a shareholder’s life. Done correctly, it secures generational wealth, preserves legacy, and unlocks long-term opportunity. Done poorly, it can mean lost value, misaligned buyers, unnecessary concessions, and reputational risk.

Professional sell-side M&A ensures:

Confidentiality and control
Positioning that attracts premium buyers
Competitive tension that maximizes price
Legal and financial structuring that protects the seller
Process management that reduces stress and distraction

The goal is not just to get a deal done—but to get the right deal done.

Our Philosophy: Strategic, Disciplined, Confidential

Windsor Drake operates with the mindset and standards of a global investment bank—but we are built specifically for Canadian mid-market companies. We act as your strategic partner, guiding every step of the exit journey.

We do not mass-market your business. We do not list it online. We do not run a generic outreach campaign. Instead, we run a targeted, confidential process aimed at identifying the best possible buyer under the best possible terms.

Our advisory model is tailored, hands-on, and driven by long-term alignment—not transaction volume.

Who We Serve

We advise Canadian companies and shareholders in the following situations:

Founder or family ownership considering a full or partial exit
Private equity portfolio company preparing for a strategic sale
Business owners exploring retirement, succession, or generational transition
Shareholders responding to inbound acquisition interest and seeking structured representation
Divestiture of a division, subsidiary, or non-core asset from a larger company

Industries we serve include:

Business services and B2B outsourcing
Industrial, manufacturing, and construction
Software, SaaS, and technology-enabled services
HVAC, mechanical, trades, and infrastructure services
Logistics, transportation, and supply chain
Food processing, distribution, and consumer products

Our Sell-Side M&A Process

Phase 1: Strategic Readiness & Alignment

Before we launch any sale process, we invest in understanding your business, your financials, your objectives, and your personal and professional goals. This alignment ensures the process is designed around your desired outcome.

We begin with:

Strategy consultation with shareholders
Review of company financials, contracts, and growth history
Identification of potential issues and risks
Preliminary valuation range
Transaction goal setting (timing, structure, economics)

Only once we are aligned on objectives and readiness do we formalize the engagement and begin preparation.

Phase 2: Positioning & Preparation

This is the most critical and often overlooked phase. A company is not simply sold—it is positioned.

We prepare a comprehensive, professional marketing package that articulates your company’s value story to sophisticated buyers. These documents typically include:

Confidential Information Memorandum (CIM): A full narrative of your business, market, team, financials, and value drivers
Teaser Document: A brief summary used to gauge buyer interest before signing an NDA
Financial Model: Normalized EBITDA, historicals, and forward projections with key assumptions
Data Room: A digital repository of diligence materials including customer contracts, lease agreements, HR documents, and tax records

The goal is to present your company as a premium, well-managed, acquisition-ready opportunity.

Phase 3: Buyer Identification & Confidential Outreach

Windsor Drake has deep relationships across private equity, strategic acquirers, family offices, and global corporate development teams.

We build a target list of highly qualified buyers based on your goals, industry vertical, size, and transaction structure preferences. All outreach is conducted with total discretion.

Every buyer must:

Sign an NDA before receiving materials
Be screened for financial capacity and acquisition track record
Demonstrate genuine interest and strategic alignment

We do not run a public process. We protect your name, employees, clients, and reputation at every step.

Phase 4: Negotiation & Term Sheet Management

Once we receive interest, our job becomes one of orchestration and leverage. Our goal is to create competitive tension that maximizes your valuation, improves deal terms, and gives you optionality.

We evaluate and compare all Letters of Intent (LOIs) across key factors:

Purchase price (cash, equity, earnout)
Tax implications and structure
Employment or consulting agreements post-close
Working capital adjustments
Buyer reputation and close history

Our firm leads all negotiations, allowing you to focus on the business. We guide you toward the strongest deal with full understanding of legal, tax, and strategic implications.

Phase 5: Due Diligence Management

Due diligence is where many deals fail. It is also where deals are won.

We manage the diligence process in partnership with your legal and accounting teams to ensure:

Timely and accurate data sharing
Clear documentation of contracts, leases, and liabilities
Alignment between buyer and seller on disclosures and representations
Early flagging of potential concerns

We act as quarterback to protect your time, your team, and your leverage. Buyers respect well-managed processes—and Windsor Drake runs diligence to institutional standards.

Phase 6: Closing & Post-Sale Transition

We coordinate with your advisory team to finalize the purchase agreement, tax planning, working capital mechanisms, and all closing documents. We also assist with:

Transition planning (employee, client, vendor communication)
Retention and incentive strategies for key staff
Earnout metric design and reporting frameworks
Final close execution and escrow release coordination

Our role does not end when papers are signed. We remain involved until the deal is closed, paid, and integrated.

Why Choose Windsor Drake for Sell-Side M&A

Trusted Advisory Partner: We operate with integrity, senior-level attention, and total alignment with your goals.
Elite Buyer Access: Our buyer network spans Canada, the U.S., and Europe across private equity and corporate acquirers.
Institutional Execution: Our process is designed for maximum precision, confidentiality, and value extraction.
Sector-Specific Expertise: We understand the language, metrics, and playbooks of business services, industrials, and software buyers.
Zero Disruption: We protect your business and team throughout the process.

Transaction Types We Advise On

100% sale of business to a strategic or financial buyer
Majority recapitalizations with rollover equity
Generational transfers with liquidity for founders
Competitive auction processes and negotiated one-on-one deals
Pre-sale structuring in preparation for an exit in 12–24 months

FAQs

Do I need to sell my entire business?
No. Many transactions involve selling a majority stake while retaining 20–40% equity for future upside.

What is my business worth?
We provide a market-based valuation after financial and operational review. Valuation depends on EBITDA, revenue mix, contracts, and industry.

How long does the process take?
Typically 6–9 months from kickoff to close.

Do I need audited financials?
Reviewed financials are preferred but not always required. We will assess this during preparation.

How do you protect confidentiality?
All buyer contact is conducted under NDA. We never disclose your identity or data without approval.

Begin the Conversation

If you are a Canadian business owner considering a sale, Windsor Drake offers elite, discreet, and value-maximizing M&A advisory focused on the seller.

Whether you are exploring retirement, succession, liquidity, or strategic growth through recapitalization, we guide you from idea to execution.

Windsor Drake | Canada’s Premier Sell-Side M&A Advisor