I've done a deal like this. You need a team. First you need a consultant who specialises in this sort of transaction. Interview a bunch of them and be willing t

I've done a deal like this. You need a team. First you need a consultant who specialises in this sort of transaction. Interview a bunch of them and be willing to pay a few percent of the proceeds as a success fee. You will also need a lawyer, a specialist tax accountant, personal accountant, etc. Right now you are at the non-binding offer stage. This is when you shape the deal and negotiate the overall price. Your aim is to not only maximise the sale price but also manage risk by maximising up front cash and minimising proceeds which are dependent on future performance (earn-out). Others have commented on this stage. My advice is to create a formal process - step back and spend a couple of months creating an 'information memorandum' and get it to a bunch of prospective buyers. The only way to get the best deal is to get multiple offers. Now here is the most important thing I have to say. Negotiating the deal is the easy bit. I repeat - the easy bit. You have to do due diligence and negotiate the long-form contracts. If you get this wrong, the deal rapidly become much less attractive. This is where both your sale consultant and lawyer are critical, but you'll have plenty of work to do too! Start thinking about due diligence right now. Will your business stand microscopic scrutiny? Do you meet all accounting standards, relevant business regulations, etc. The better the deal you negotiate, the harder you'll be pressed in due diligence. And remember you need to be 100% truthful because the contracts will contain clauses that you won't want invoked if you provide any incorrect information. The only really important advice you should take from an online forum is to hire great consultants now. Only deal with genuine experts who have real experience with similar transactions. Be prepared to pay high fees, the right people will be worth it!