Free eBook for owners and executives of mid-sized companies

Keep more of the price you agree

How to prepare, negotiate and close the sale of your company, and keep more of the value you built.

Most owners sell a company once. The buyers across the table do it every year. Selling Your Company: The Owner’s Playbook shows, step by step, how a sale is prepared, negotiated and closed, and where value tends to move from seller to buyer between the offer and the money arriving.

By George Chanturia, Kai Kölmel and Ameya Dhupelia · October 2026

Score how ready your company is for a sale
See how a €24m headline offer becomes €14.6m of cash at completion
Spot the LOI, due diligence and SPA terms that cost sellers most
Benchmark proposed terms against 601 recent European deals

8Chapters

3Worksheets

601Deals benchmarked

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General information only. Reading or downloading this eBook does not create an adviser–client relationship. See the Important Notice.

Cover of Selling Your Company: The Owner’s Playbook

Selling Your Company: The Owner’s PlaybookFree eBook · PDF · October 2026

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Start with the scorecard on page 7. For a confidential review of your score, contact office@argo-advisory.com.

Who it is for

Written for the people who sell, run and own the business

For privately owned and family companies, typically valued between €5m and €50m, where a sale is on the horizon or already on the table.

Owners and founders

Considering a sale in the next one to three years

Know what buyers will test, what to fix first, and what a headline offer is really worth to you in cash.

CEOs and CFOs

Preparing the company for a buyer

Bankable EBITDA, the working capital target, the data room and the questions due diligence will ask.

Boards and family shareholders

Weighing succession or an approach

A shared language for the process and the terms, so decisions are made together and early.

Why it matters

Where sellers lose value

Value is rarely lost in the headline price. It is lost in the terms that follow, and in the months between the offer and completion.

Arriving unprepared

If profit depends on you, on two customers or on accounts that need explaining, a buyer prices in the risk with a lower multiple or a bigger earn-out.

Negotiating the price alone

Net debt definitions, the working capital target and the earn-out metric can each move your cash by more than a full turn of EBITDA.

Losing leverage after the LOI

After exclusivity is granted, competitive tension falls away and due diligence findings are used to revisit the price.

Inside the eBook

From the decision to sell to the last earn-out payment

Sale readiness scorecardTwelve questions across four dimensions, and a red-flag rule

Decide and prepareObjectives, your walk-away position, bankable EBITDA, the clean-up

Price versus structureFrom enterprise value to cash; working capital; earn-outs; rollover

Run a competitive processProcess design, documents, timetable, keeping the tension

The letter of intentWhat binds you, what to specify, the exclusivity trap

Due diligence and the re-tradeA decision tree and response scripts for late price cuts

The share purchase agreementLocked box, warranties, caps, baskets, W&I insurance

Completion and afterCompletion accounts, earn-out protection, covenants

NegotiationInterests, alternatives and common buyer tactics

ToolkitWorksheets, glossary and sources

Sample page: the bridge from headline price to cash at completion — Sample page: how a €24m offer becomes €14.6m of cash at completion.

Grounded in market data

Current European deal terms, in one place

The eBook draws on independent data on negotiated private transactions, so off-market requests can be challenged on evidence.

27%

of deals in 2025 included an earn-out, a joint high for a decade

58%

of deals capped seller liability below half the purchase price

32%

allowed warranty claims for more than 24 months, a rising share

14%

included a material adverse change clause

Source: CMS European M&A Study 2026, based on 601 transactions in 2025. Full sources are listed in the eBook.

The readiness scorecard

Where does your company stand today?

Twelve statements across four dimensions. The weakest dimension shows where to start.

Dimension 1

Business readiness

Key-person risk, customer concentration, contracts and IP

Dimension 2

Financial presentation

Accounts, normalised EBITDA, working capital

Dimension 3

Alternatives

Your walk-away position and the buyer universe

Dimension 4

Negotiation leverage

Alignment, time pressure, competitive tension

Market-ready · 18–24 Conditionally ready · 10–17 Preparation required · 0–9

Want a second opinion on your score?

We review completed scorecards in a confidential 45-minute call. No cost, no obligation.

About us

Argo Advisory

Argo Advisory is an independent M&A and capital advisory firm. We advise founders, families and management teams selling or raising capital for businesses typically valued between €5m and €50m.

Our partners have led transactions as advisers, investors and corporate acquirers, on both the buy side and the sell side.

How we help sellers

Readiness review
Sell-side process
Negotiation support (LOI and SPA review, re-trade defence, front-line negotiation)

Book a confidential deal strategy review

A 45-minute conversation with a partner about your business, your scorecard and your options, whether you plan to sell in six months or in three years. Confidential, without cost and without obligation.

Book a strategy review Contact Argo Advisory

Focus: Sell-side M&A, capital raising and investor placement
Partners: George Chanturia, Kai Kölmel, Ameya Dhupelia
Transaction size: Typically €5m to €50m enterprise value
Clients: Founders, families, management teams and boards of private companies
Office: 1 Rosemont Road, London NW3 6NG

Important notice

Please read before requesting or using the eBook

The eBook and this page are general information only. They are not advice and are not written for your situation.
Do not make any decision about selling, buying or financing a business on the basis of them. Take advice from your own qualified lawyer, accountant, tax adviser and corporate finance adviser first.
Requesting or reading the eBook does not make you a client of Argo Advisory LLP.
Argo Advisory LLP accepts no responsibility or liability for any loss you suffer if you rely on them.

Full terms of the Important Notice

General information only. The eBook (Selling Your Company: The Owner’s Playbook) and this website are provided for general information and education. They do not constitute legal, tax, accounting, financial, investment, valuation, regulatory or any other professional advice, and do not take account of the objectives, financial situation or needs of any person.
No adviser–client relationship. Submitting the form, downloading, reading or using the eBook, or contacting Argo Advisory LLP about it, does not create any engagement, retainer, duty of care or fiduciary relationship. Argo Advisory LLP acts for a client only under a signed engagement letter.
No reliance. You must not rely on any content of the eBook or this website. Any reliance is entirely at your own risk. Before acting, or deciding not to act, obtain independent professional advice specific to your circumstances.
No warranty as to accuracy. The content was prepared in good faith from sources believed to be reliable, but third-party information has not been independently verified. No representation or warranty, express or implied, is given as to its accuracy, completeness, currency or fitness for any purpose. Market data relates to past periods, varies by jurisdiction, sector and transaction size, and may not reflect current conditions. Law and market practice change, and Argo Advisory LLP has no obligation to update this eBook.
Illustrations only. Lindenhof Group and all figures, examples, timetables and response scripts are hypothetical and for illustration only. They are not forecasts and do not represent any client, transaction or result. Actual outcomes will differ.
Worksheets and checklists. Worksheets, checklists and suggested wording are aids to discussion. They are not a substitute for legal drafting or professional analysis. Any transaction document should be prepared or reviewed by qualified legal counsel.
Not an offer or invitation. Nothing on this website or in the eBook is an offer, invitation, solicitation or inducement to buy or sell any securities, business or asset, or to engage in investment activity, in any jurisdiction. Argo Advisory LLP engages with professional and qualified investors only.
Limitation of liability. To the fullest extent permitted by law, Argo Advisory LLP and its members, employees and agents exclude all liability for any loss or damage of any kind, whether direct, indirect or consequential, including loss of profit, value, opportunity or goodwill, arising from or in connection with the use of, or reliance on, the eBook or this website, whether in contract, tort (including negligence), breach of statutory duty or otherwise. Nothing in this notice excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud.
Third-party sources. Third-party publications are cited for attribution only and do not imply endorsement. All rights in them remain with their owners.
Copyright. © 2026 Argo Advisory LLP. The eBook is for the personal use of the person who requested it and may not be reproduced, distributed, sold or published, in whole or in part, without prior written consent.
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By using this eBook you confirm that you have read and accept this notice.

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