M&A Transactions

Middle Market M&A Advisory for Business Owners, Buyers and Investors


Merger & Acquisition Services

A Personal Touch for Lower Middle Market M&A

First Choice Business Brokers Orlando Metro provides M&A transaction services for privately held companies, business owners, strategic buyers and acquisition entrepreneurs throughout Florida and nationwide.


Our team works with parties through the full transaction lifecycle, from initial business analysis and transaction strategy through buyer identification, negotiations, due diligence and closing.


For larger and more complex transactions, the process requires more than simply bringing a buyer and seller together. It requires a defined transaction strategy, organized financial information, disciplined communication and coordination among the parties and their respective legal, accounting, lending and due diligence professionals.



Whether the transaction involves the sale of a privately held company, a strategic acquisition, a recapitalization or a lower middle market business transition, our role is to help manage the process from initial engagement through closing.

Sell Side M&A Advisory

For business owners considering an exit, our team begins by understanding the company, financial performance, ownership objectives and anticipated transaction structure.


Before taking a company to market, we work with ownership to evaluate the business from a buyer's perspective and establish a strategy for approaching the market confidentially.


A typical sell side M&A engagement may include:


  • Initial consultation and transaction strategy
  • Engagement Letter and representation terms
  • Financial review and Market Price Analysis
  • Normalization of earnings and review of owner add backs
  • Review of EBITDA, Adjusted EBITDA and cash flow
  • Transaction positioning
  • Confidential Information Memorandum or Confidential Business Profile
  • Identification of strategic and financial buyers
  • Confidential buyer outreach
  • Non Disclosure Agreements
  • Buyer qualification and proof of funds
  • Management of buyer questions and information requests
  • Indications of Interest and Letters of Intent
  • Purchase price and transaction structure negotiations
  • Due diligence coordination
  • Quality of Earnings coordination when applicable
  • Working capital and inventory discussions
  • Financing and lender coordination
  • Purchase Agreement and definitive agreement coordination
  • Closing and transition planning

Our team serves as a transaction intermediary. Legal, tax, accounting and other professional matters remain with the parties and their respective professional advisors.

FCBB M & A Advisors

Senior Associate Advisors offer a personal approach for lower middle market M&A, guiding you through 8 Steps to sell your business.

  1. The Initial Consultation: Your FCBB Advisor will listen and work with you to help you define your goals, compile needed documentation, discuss financial modeling and obtain financing letters of interest.
  2. Market Price Analysis Valuation: A thorough review of your financial statements will be conducted to provide a Market Price Analysis report for the valuation of your business. We will carefully review our findings with you to determine if the current market value will meet your expectations.
  3. Marketing for Results: We’re not interested in listing your business, we’re interested in selling it! Once a determination of value has been discussed and a price set, the creation of marketing materials will immediately begin. Your FCBB Advisor will develop a marketing strategy and confidential business profiles aimed at highlighting your business history, future predictions and your business strengths. Using these materials, we will discretely search for the appropriate buyer, both within our current database and outbound marketing focused on strategic buyers for your business.
  4. Creating the Buyer Pool while maintaining confidentiality: Once buyers are identified and they have expressed a substantial interest level based upon general information (without the disclosure of your company name and address), they will be asked to execute a non-disclosure agreement. Once signed, the buyer will be provided with the initial confidential business profile. If their interest continues, the buyer will then be asked to provide proof of funds or source of funds. If the funds appear appropriate the buyer will then be provided with a full confidential business profile package on your business.
  5. Buyer & Seller: The buyer has by now received enough information to determine whether a face-to-face meeting or conference call is warranted. If he or she wishes to move forward, meetings and/or conference calls are scheduled. Meetings can either take place at the business location, typically outside of business hours, or at the FCBB Advisor’s office.
  6. Fielding Offers: Expressions of interest may be presented in several different forms. Two of the most common are the LOI (Letter of Intent) and the Purchase Agreement. Each have their advantages and disadvantages based upon the number of interested buyers and their respective offering abilities. Keep in mind, there may be several iterations prior to a full acceptance.
  7. Offer Acceptance and Due Diligence: Once an offer is accepted, the buyer’s due diligence period will begin. The due diligence process may involve several players, depending on factors such as buyer sophistication and the type of business being sold. These individuals typically include the buyer’s CPA (due diligence consultant) and/or his or her attorney.
  8. Due Diligence Release and Closing: Once the due diligence and contingencies have been released, preparations for closing will be made by a neutral third-party entity. This entity is either a closing attorney or an escrow officer, depending on the state your business is located in. At closing, the proceeds (funds) are wired to you as the seller and the ownership documents are wired to the buyer for ownership transition.

M&A Process

1. Initial Review and Engagement

The process begins with a confidential discussion regarding the company, ownership objectives, financial performance and anticipated timeline.

When the parties determine there is an appropriate fit, the scope of representation is documented through an Engagement Letter.


2. Business Analysis and Transaction Preparation

We review historical financial performance, tax returns, profit and loss statements, balance sheets, operating information and other relevant business information.

The objective is to understand normalized earnings, potential adjustments, market positioning and factors that may influence enterprise value or transaction structure.


3. Confidential Marketing and Buyer Outreach

M&A transactions require controlled disclosure.

We can approach qualified strategic buyers, private equity groups, family offices, independent sponsors, search funds, acquisition entrepreneurs and other prospective acquirers depending on the transaction.

Detailed confidential information is provided only after the appropriate confidentiality documentation and buyer qualification process.


4. CIM and Buyer Review

Qualified buyers may receive a Confidential Information Memorandum, commonly referred to as a CIM, or another confidential offering package describing the company, financial performance, operations, market position and transaction opportunity. The purpose is to provide qualified parties with sufficient information to determine whether they wish to advance discussions.


5. IOI and LOI Negotiations

Interested parties may submit an Indication of Interest, or IOI, followed by a more detailed Letter of Intent, or LOI.

Depending upon the transaction, negotiations may address:

  • Enterprise value
  • Purchase price
  • Cash at closing
  • Seller financing
  • Earnouts
  • Escrow or holdbacks
  • Working capital
  • Inventory
  • Accounts receivable
  • Assumed liabilities
  • Asset purchase versus equity purchase
  • Financing contingencies
  • Due diligence
  • Exclusivity
  • Management transition
  • Employment or consulting agreements
  • Non competition provisions
  • Target closing date

The objective is to establish a clear framework for the proposed transaction before the parties commit substantial resources to confirmatory due diligence and definitive documentation.

Due Diligence and Transaction Management

Once principal terms are established, the transaction generally moves into due diligence.


Depending on the size and complexity of the transaction, buyers and their advisors may conduct financial, operational, legal, commercial, tax, technology, insurance, employee and other forms of due diligence.


Certain transactions may also involve a formal Quality of Earnings, or QoE, analysis.


Our team helps coordinate the flow of transaction information between the parties while maintaining appropriate confidentiality and keeping the transaction moving toward established milestones.

Transaction Structure

Purchase price is only one component of an M&A transaction.


The economics of a transaction may also be affected by working capital requirements, debt, cash, inventory, accounts receivable, seller financing, earnouts, rollover equity, escrow arrangements, holdbacks and other negotiated terms.


For that reason, offers are evaluated based on the overall transaction structure rather than purchase price alone.

Strategic Acquisitions and Buy Side M&A

We also work with qualified buyers pursuing targeted acquisitions.


A buy side engagement can begin with clearly defined acquisition criteria, including:

  • Industry
  • Geography
  • Revenue
  • EBITDA
  • Recurring revenue
  • Customer concentration
  • Management structure
  • Acquisition size
  • Financing parameters
  • Strategic objectives



Our team can assist with target identification, initial outreach, transaction discussions, business information review and coordination through the acquisition process.

Who We Work With

Our M&A transaction services may be appropriate for:

  • Privately held business owners
  • Founders preparing for an exit
  • Family owned companies
  • Strategic acquirers
  • Private equity groups
  • Family offices
  • Independent sponsors
  • Search funds
  • Acquisition entrepreneurs
  • Existing companies pursuing add on acquisitions
  • Buyers pursuing platform acquisitions


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Lower Middle Market M&A

Middle market and lower middle market transactions often involve substantially more complexity than a traditional small business sale.


These transactions may include multiple decision makers, lenders, investors, attorneys, CPAs, Quality of Earnings providers and other third party professionals.



Our role is to maintain an organized transaction process, communicate information between the parties, identify unresolved deal points and help move the transaction toward a defined outcome.


Confidentiality Throughout the M&A Process

Confidentiality is fundamental to privately held business transactions.


Employees, customers, vendors and competitors generally should not learn that a company is considering a transaction simply because ownership has begun exploring its options.


Our process is designed to control the release of identifying and confidential information and qualify prospective buyers before sensitive company information is provided.



Considering an M&A Transaction?


An owner does not need to be ready to sell today to begin evaluating an eventual exit.


Many productive M&A conversations begin well before a company formally enters the market.


If you are considering selling a privately held company, exploring a recapitalization, evaluating an unsolicited acquisition offer or planning a future exit, our team can begin with a confidential discussion regarding the business, current market conditions and potential transaction path.


Start a Confidential M&A Conversation