A lot of founders wait until they get a term sheet to bring in an M&A advisor.
By then?
It’s too late to shape the outcome.
If you want to maximize valuation, control the narrative, and avoid costly mistakes, you don’t wait until the buyer is at the door — you prepare for them long before they knock.
As someone who’s sold multiple businesses and advised dozens more, I can tell you firsthand: early engagement with the right M&A advisor can change your exit trajectory entirely.
In this article, I’ll break down when and why founders should engage an M&A advisor — and how doing so early can put you in the best possible position for a successful exit.
The Myth of “Waiting Until You Have an Offer”
A lot of bootstrapped founders — and even some VC-backed ones — believe they don’t need help until they have an offer in hand.
Here’s the problem:
By the time that happens, much of the value creation and negotiation leverage is already gone.
At that point, you’re reacting.
You’re playing on their timeline, their terms, and within their process.
If you don’t know how to position your business, defend your valuation, or manage diligence expectations, you risk:
- Accepting subpar deal terms
- Losing leverage due to lack of optionality
- Getting crushed in diligence
- Wasting months only to watch the deal fall apart
You need an advisor long before this point.
What a Great M&A Advisor Actually Does
Let’s be clear: the right M&A advisor does a lot more than negotiate at the 11th hour.
Here’s what they should be doing — and when:
1. Exit Readiness Planning (12–24 Months Out)
- Audit your financials and clean up reporting
- Help you identify and track the right KPIs
- Prepare your business story and pitch narrative
- Highlight risks (customer concentration, churn, margin issues)
- Establish a roadmap to increase valuation
This stage is often where the most value is created.
2. Market Mapping and Buyer Targeting (6–12 Months Out)
- Identify the most likely and ideal buyer profiles
- Strategically build relationships without tipping your hand
- Ensure you’re positioned where the right buyers are looking
- Help you begin crafting the Confidential Information Memorandum (CIM) in advance
3. Running the Process (3–6 Months Out)
- Create a “teaser” and run a discreet outreach campaign
- Collect IOIs (Indications of Interest) to build optionality
- Coach you through management meetings and negotiations
- Protect your time by coordinating diligence and deal flow
- Negotiate valuation, terms, earnouts, and post-close dynamics
4. Protecting You During Diligence (Deal Close)
- Manage the data room
- Coordinate with legal, accounting, and finance teams
- Handle buyer objections and curveballs
- Ensure the deal doesn’t unravel over small issues
- Act as your advocate and pressure release valve
Why Early Engagement is Critical
Here’s why early involvement is not just helpful — it’s essential:
You Get to Shape the Narrative
Your company has a story. But if you don’t write it, someone else will.
An advisor helps you craft and control the exit narrative:
- Why your business is valuable
- Where the growth is
- What your competitive advantage is
- Why now is the right time to acquire
If you wait until due diligence to shape the story, you’ve already lost the plot.
You Build Optionality
The best deals don’t come from inbound offers.
They come from competitive processes.
When you engage an advisor early, you can:
- Run a broad market outreach
- Get multiple buyers to the table
- Create competitive tension
- Let market forces push the valuation higher
Optionality = Leverage.
No optionality = desperation.
You Avoid Surprises in Diligence
Diligence is where deals die.
Early preparation helps you:
- Clean up your financials
- Resolve legal or tax exposure
- Organize contracts and customer data
- Get ahead of issues like revenue recognition or churn
Buyers don’t want perfect — they want transparency and predictability. Advisors help you deliver both.
You Maintain Focus on the Business
Here’s the reality: exit planning is a second full-time job.
Without an advisor, you’ll spend hours managing lawyers, fielding emails, preparing materials, and getting pulled into distracting calls — all while trying to keep your business performing.
An advisor takes that burden off your plate, so you can keep doing what matters most: running the business and hitting your numbers.
Real-World Insight: The Pepperjam Exit
When I was preparing to exit Pepperjam, we didn’t wait until we had an offer.
We proactively built relationships with potential acquirers. We worked with advisors who helped us clean up our metrics and position our narrative. We planted the seeds that allowed GSI Commerce to see the value we could bring.
When the time came, the deal moved fast — because we were prepared.
And once GSI acquired Pepperjam, it led to even bigger outcomes:
eBay acquired GSI, and our platform continued to grow inside a global tech ecosystem.
That outcome wasn’t luck.
It was strategic planning, and the right advisors at the right time.
What Happens If You Wait Too Long?
Here’s what we see happen when founders delay bringing in help:
- The buyer runs the process — and you follow
- You accept terms you don’t fully understand
- You underestimate diligence fatigue
- You get distracted and the business suffers
- You miss out on a better deal because you lacked optionality
- You regret not knowing what you didn’t know
We’ve had founders come to Legacy Advisors in panic mode, with a term sheet in hand and no idea how to respond.
Don’t be that founder.
How to Choose the Right M&A Advisor
Not all advisors are created equal.
Here’s what to look for:
- ✅ Experience with companies your size and industry
- ✅ Founder empathy — not just financial acumen
- ✅ Willingness to go deep pre-deal, not just broker at the end
- ✅ A clear process for preparation, marketing, negotiation, and close
- ✅ Transparency on fees, structure, and expectations
- ✅ A track record of deals — and references to prove it
At Legacy Advisors, we take a founder-first approach.
We’re operators and entrepreneurs — not just spreadsheet jockeys.
Our mission is simple: help founders win on their terms.
Final Thoughts
Selling your business might be the biggest financial decision of your life.
Don’t wait until the last minute to bring in the people who can help you get it right.
By hiring an M&A advisor before the deal, you:
- Build leverage
- Create options
- Protect your time
- Shape the story
- Avoid mistakes
- Maximize your outcome
Whether you’re 24 months away or already fielding interest, the time to get help is now.
Let’s Build Your Exit Playbook
📘 Want to go deeper? Start with The Entrepreneur’s Exit Playbook
🎙️ Or listen to real founder stories on The Legacy Advisors Podcast
📞 Ready to explore your options? Visit LegacyAdvisors.io to connect with our team.
Frequently Asked Questions About When and Why to Hire an M&A Advisor Pre-Deal
Isn’t it more cost-effective to wait until I get an offer before hiring an advisor?
It might seem cost-effective at first, but waiting can actually cost you significantly more in the long run. Without early guidance, you risk going to market with disorganized financials, unclear positioning, and no leverage. This leads to lower valuations, unfavorable terms, and higher risk of deal failure. Early engagement with a trusted M&A advisor allows you to clean up your books, create optionality through a competitive process, and shape the buyer’s perception from day one. In most cases, the value added by hiring an advisor early far outweighs the cost.
What’s the difference between a broker and a true M&A advisor?
A broker typically matches buyers and sellers — often using a list-based, volume-first approach. An M&A advisor, on the other hand, is a strategic partner. They help with valuation analysis, business prep, story development, buyer targeting, negotiation, and post-deal considerations. At Legacy Advisors, we work with founders well before the deal hits the market. Our role is to guide, advocate, and maximize outcome — not just facilitate a transaction. If you’re looking for real leverage and protection, choose a partner, not just a middleman.
How early is too early to bring in an M&A advisor?
There’s no such thing as “too early” — in fact, the earlier, the better. If you’re thinking about a potential exit within the next 12 to 24 months, you’re already in the planning window. That gives you time to clean up your financials, tighten operations, reduce risks, and position your business for maximum appeal. Even if you’re just exploring your options, a short discovery session with an advisor can give you clarity on your valuation, timeline, and next steps. Think of it like working with a personal trainer — you want them before you run the marathon.
What should I have ready before talking to an M&A advisor?
Don’t worry about having everything perfect. A good advisor will help you build from wherever you are. That said, it helps to have:
- A basic P&L and cash flow statement
- A snapshot of key KPIs (revenue, margins, churn, etc.)
- An understanding of your ideal timeline
- A rough idea of your desired outcome (full exit, partial, strategic partner, etc.)
The goal is progress, not perfection. The right advisor will guide you through the rest — including prepping financials, refining your story, and identifying the right buyer pool.
What are the warning signs that I’ve waited too long to bring in an advisor?
If you’ve already received a term sheet and don’t have a strategy for negotiation — you’ve probably waited too long. Other red flags include:
- You’re overwhelmed by buyer requests during diligence
- You don’t have multiple offers to compare
- You’re unsure about your company’s valuation
- You’re being asked for detailed metrics you can’t easily produce
- You’re burning time on the deal and your business performance is suffering
That said, it’s never too late to ask for help. At Legacy Advisors, we’ve stepped in mid-process to rescue deals and recover value — but the earlier we’re involved, the more we can do.