When it comes to selling a business, the cold truth is this: most companies look the same on paper.
Buyers see spreadsheets, forecasts, KPIs, and EBITDA margins—and most businesses blend into the noise.
The companies that stand out, the ones that get competitive bids, strategic suitors, and above-market multiples? Those are the ones that understand and articulate their unique value proposition (UVP)—not to their customers, but to their potential acquirers.
At Legacy Advisors, we’ve sat on both sides of the table. I’ve been a founder. I’ve been an acquirer. And I’ve helped founders walk away with life-changing outcomes not because their business was “perfect,” but because it was positioned strategically.
If you’re planning to sell your company—whether it’s in 12 months or five years—your UVP is the key to capturing attention, commanding value, and exiting on your terms.
This article will show you how to build it.
What Is a Unique Value Proposition in M&A?
In sales and marketing, your UVP is what separates you from the competition. In M&A, it’s what separates you from the pile of other businesses a buyer is considering.
It answers one simple question:
“Why would someone buy this business—right now—at a premium?”
The UVP is not just about what you do. It’s about how your business aligns with the goals of your ideal buyer. Your differentiation isn’t just about operational excellence. It’s about strategic fit, risk mitigation, and growth opportunity.
If you can’t clearly articulate that, buyers will default to comparing you on price—and that’s where deals get discounted.
Why Most Founders Miss This
Founders often believe their numbers will speak for themselves. That growth rate, margin strength, and customer base are enough to drive a strong deal.
But in M&A, the emotional story you tell—about why your company matters, why it’s different, and why it’s poised for more—can sway valuation more than the numbers.
Buyers want to feel something:
- Confidence in the team
- Excitement about growth potential
- Trust in the systems
- Strategic alignment with their portfolio
If all you give them is a CIM and a spreadsheet, you’re letting your business be commoditized.
You have to give them a reason to care.
Kris’s Exit from Pepperjam: UVP in Action
When I sold Pepperjam, we weren’t the only affiliate marketing player in the market. But what made us different—and what ultimately attracted the right buyer—was how we positioned ourselves.
We weren’t just another network. We had a trusted brand, a software platform built for scale, and a client success model that converted small brands into loyal power users.
But more than that, we aligned ourselves with what GSI Commerce (and later eBay) wanted:
A high-growth digital asset that could integrate cleanly into their e-commerce strategy.
We told a story that made sense in their boardroom—not just our own.
That’s UVP in M&A.
Step One: Know Your Buyer Archetype
Before you can craft a value proposition, you have to know who you’re crafting it for.
There’s no such thing as a “generic buyer.” Every acquirer has different goals:
- Strategic Buyers want synergy, market expansion, or talent.
- Private Equity wants EBITDA, scalability, and clean systems.
- Family Offices want stable, long-term cash flow.
- Roll-up Platforms want bolt-on additions that fit seamlessly.
Ask yourself:
- Who is most likely to want what I’ve built?
- What are they trying to accomplish?
- How does my business accelerate their outcome?
Your UVP should answer that.
Step Two: Identify What Truly Differentiates You
Buyers don’t care about the same things your customers do.
They care about:
- Risk reduction
- Future growth
- Ease of integration
- Operational maturity
- Defensibility
So when you’re positioning your UVP, look beyond your product features or awards. Focus on:
Predictable Revenue
Is your income recurring? Contract-based? Diversified? If yes, lead with that.
Sticky Customers
Do you have high retention rates, long average tenure, or deep integration with client workflows? That’s a moat.
Scalable Infrastructure
Can the business grow 2–3x without needing a full reset of systems, tech, or team? That screams potential.
Founder Independence
Is the business reliant on you personally? If not, that’s a huge plus for buyers who want turnkey teams.
Strategic Position
Are you operating in a fast-growing niche, with limited competition, or owning a critical part of the value chain? Don’t bury the lede.
A compelling UVP doesn’t list 10 things. It drills into the three things that matter most to the right buyer.
Step Three: Align the UVP with Future Opportunity
Buyers pay for what your business can become under their ownership.
So your value prop shouldn’t just look backward—it should look forward.
Position your business as a launchpad.
That could mean:
- Geographic expansion you’re not pursuing, but they can
- Cross-selling opportunities into their existing portfolio
- Untapped segments you’re primed to enter with more resources
- A tech platform they can leverage across other assets
What you’re selling is momentum.
Frame your company as 80% of the way to something much bigger—and the buyer as the missing 20%.
Step Four: Package It Properly
A strong UVP isn’t just something you say in meetings. It’s a thread that runs through every aspect of your M&A process:
- Your confidential information memorandum (CIM)
- Your pitch materials and management presentations
- Your data room and diligence structure
- The narrative your banker or advisor uses with buyers
Make sure your differentiators are clear, consistent, and backed by proof.
If you’re claiming customer loyalty, show your retention data.
If you’re claiming scalability, show year-over-year margin expansion.
If you’re claiming operational maturity, show org charts, SOPs, and dashboards.
This isn’t fluff. This is positioning.
Step Five: Stress-Test It
Before you go to market, stress-test your UVP with people who’ve sold businesses or acquired them.
Ask:
- Does this positioning make sense?
- Is it clear, concise, and compelling?
- Are we making bold claims without backing them up?
- Could a buyer poke holes in this?
At Legacy Advisors, we spend hours refining these narratives with our clients before they ever meet a buyer. Because you don’t get a second chance to make a first impression.
Founder Blind Spots: Where UVPs Go Wrong
Even smart, successful founders make UVP mistakes. Here are the most common:
Mistaking Features for Value
It’s not about what your business does. It’s about what it enables. Don’t talk about your technology—talk about the outcomes it drives.
Overemphasizing Founder Involvement
If your value is tied to you, it’s not transferable. Build the team. Delegate the magic. Buyers want the system, not the sorcerer.
Ignoring Market Context
Your UVP has to make sense in today’s environment. If the buyer landscape has shifted, your positioning should too.
Trying to Be All Things
You’re not going to appeal to every buyer. That’s okay. Build a sharp value proposition for the right buyer—and double down.
The Role of Advisors
One of the biggest unlocks in my journey—first as a founder, and now as a deal advisor—was realizing that you don’t have to do this alone.
Crafting a killer UVP requires perspective.
It’s hard to see your own business clearly when you’re deep in the weeds.
Advisors help you step back, see the strategic picture, and shape a narrative that buyers will not only understand—but act on.
This is one of the most underrated parts of what we do at Legacy Advisors. Yes, we understand deal mechanics. But we also know how to tell the story behind the spreadsheet.
And in M&A, story sells.
Final Thought: Don’t Sell a Business—Sell a Vision
When the time comes to exit, your job isn’t to sell a set of numbers.
It’s to sell a vision of what your company could be in the hands of the right acquirer.
That vision should be:
- Grounded in operational reality
- Aligned with buyer goals
- Packaged for clarity
- Backed by proof
- Told with conviction
A great UVP doesn’t guarantee a sale—but it gives you the best chance at attracting the right buyer, negotiating from a position of strength, and walking away proud of what you built.
So don’t leave it to chance.
Build it. Own it. Communicate it.
And when the right buyer shows up, they’ll already be sold.
Frequently Asked Questions: Creating a Unique Value Proposition for Potential Acquirers
Why is a unique value proposition important in M&A?
In M&A, your unique value proposition (UVP) is the difference between being treated as a commodity and being pursued as a strategic asset. It’s how you cut through the noise in a buyer’s deal pipeline and answer the question: “Why this company?” Numbers are critical, but without a clear and compelling UVP, buyers default to comparing you on price alone. A strong UVP reframes that conversation around strategic fit, growth potential, and long-term value. It gives you leverage in negotiations, helps attract the right kind of buyers, and positions you for premium valuation. In short, your UVP isn’t fluff—it’s deal strategy.
How is a UVP for acquirers different from a UVP for customers?
Your UVP to customers highlights what makes your product or service better in the marketplace. Your UVP to acquirers, however, is about what makes your business valuable as an investment or strategic asset. Acquirers care less about features and more about how your business reduces their risk, enhances their portfolio, or unlocks new markets. Where a customer UVP might focus on user experience, an acquirer UVP focuses on recurring revenue, scalable infrastructure, and founder independence. It answers a different set of questions: Will this company integrate easily? Will it grow under our ownership? Will it create long-term value?
What are the most important elements of a strong M&A value proposition?
A strong M&A UVP usually centers around 3 to 5 core attributes that matter most to buyers. These may include predictable recurring revenue, strong customer retention, a scalable and transferable operational model, clean financials, and a proven leadership team. But equally important is how well those attributes are communicated. Buyers want proof. If you claim strong margins, show multi-year growth. If you boast founder independence, show your org chart and operating cadence. A great UVP is not just what you say—it’s how well you back it up with evidence. It’s concise, differentiated, and aligned with what buyers are actively seeking.
How early should I start crafting my value proposition to potential acquirers?
Ideally, you should begin crafting your M&A UVP at least 12 to 24 months before going to market. Why? Because your value proposition isn’t just a story—it needs to be true. That means you may need time to reduce founder dependency, improve your financial reporting, increase margin stability, or restructure your customer portfolio. These things don’t happen overnight. Starting early gives you the ability to engineer real value, not just spin a narrative. It also gives your advisory team the time to shape that story in a way that resonates with your target acquirers and drives meaningful interest.
Can I use the same UVP for all buyers?
Not if you want the best outcome. Different buyers value different things. A strategic acquirer might pay a premium for your customer base, while a private equity firm might be more focused on EBITDA and scalability. Your UVP should be tailored to the buyer archetype you’re targeting. That doesn’t mean fabricating different stories—it means emphasizing different aspects of your business depending on what that buyer values most. That’s where working with experienced M&A advisors comes in. At Legacy Advisors, we help founders craft flexible, buyer-specific messaging that aligns with multiple buyer profiles while staying rooted in truth.