A straight answer on value
One conversation: what businesses like yours are actually selling for in this market, what drives the multiple up or down, and where your business likely lands.
Pricing
5% of the sale price. Paid at closing. Nothing up front.
Most brokers make you sit through a meeting to learn what they charge, then quote a sliding scale you need a spreadsheet to follow. Here is my whole fee schedule instead. One number, and it only comes due if your business actually sells.
The fee
5%
Of the total sale price, due at closing. No tiers, no sliding scale.
Up front
$0
No retainer, no monthly fee, no invoices along the way.
If it doesn't sell
$0
You owe nothing.
- Engagement term
- 12 months exclusive. Market standard, and about what a real process takes.
- Tail
- 12 months, limited to buyers I introduced, named on a list you get the day the agreement ends.
- Who this fits
- Founder-owned software, SaaS, and IT services companies nationwide, plus established service businesses in DC, Maryland, and Northern Virginia. Typically $1M to $25M in annual revenue.
Why this is different
The old playbook, and this one.
| Topic | A typical broker | Uptime Advisory |
|---|---|---|
| The fee | Quoted in a meeting. Usually 8–12%, or a sliding scale you need a spreadsheet to follow. | 5% flat, published on this site before you ever call. |
| Up front | Retainers, monthly fees, and “marketing packages” are common. | $0. I get paid at closing or not at all. |
| Finding buyers | Post the listing, wait for the phone to ring. | Direct, tracked outreach to a buyer list you approve, with every response logged. |
| Who you deal with | An intake call, then whoever is available. | Me, from the first conversation through closing. |
| The opener | “We have a buyer waiting for a business just like yours.” | I will never say that to get you on the phone. |
What the fee covers
The whole sale, start to finish.
Everything a good broker does: the recast to SDE, the asking price, the confidential listings, the buyer screening, the SBA pre-qualification, the site visits. Plus the buyer research, the operating model, and the offer analysis that come from ten years of running sell-side processes in investment banking. One business at a time.
01
Value and prepare
Before a single buyer hears your name.
Financial recast to SDE and adjusted EBITDA
Three to five years of tax returns and statements rebuilt into Seller's Discretionary Earnings and adjusted EBITDA. Every add-back documented with support, so the number holds up when a buyer's accountant pulls on it.
Valuation and asking price
Comparable closed transactions, industry multiples, and the drivers that move yours up or down: recurring revenue quality, retention, contract terms, concentration. You get a defensible asking price and the reasoning behind it, in writing.
Operating model
Driver-based five-year projection with scenario toggles. Buyer-ready, fully auditable, and the thing that separates a priced business from a listed one.
Readiness fixes
The concentration, owner-dependence, and bookkeeping problems that cost you multiple, identified early enough to actually fix.
02
Package and take to market
Quietly, to every buyer who should see it.
Blind teaser and CIM
A one to two page blind teaser, then a 25–40 page Confidential Information Memorandum, drafted, designed, and revised through your approval. Nothing identifying you goes out without your sign-off.
Marketplace listings
Confidential listings on BizBuySell, BusinessesForSale, and BusinessBroker.net, written and priced properly rather than posted and forgotten.
Direct buyer universe
Beyond the listing sites: the strategic consolidators and private equity platforms actively acquiring in your vertical, their portfolio companies, family offices, and search funders, tiered with written rationale and verified contacts. You approve every name before it is contacted.
Managed outreach
Direct, tracked outreach to that list, with a logged response for every name. A listing waits for buyers. A process goes and gets them, which is how you end up with more than one offer.
03
Screen and show
Real buyers only, and never on your shop floor at noon.
Buyer qualification
NDA before a name is released, then proof of funds, financing pre-approval, industry background, and timeline. Tire kickers and competitors fishing for information do not get a meeting.
SBA lender pre-qualification
Your business run past SBA preferred lenders before it goes to market, so a buyer with a down payment and no cash can still close. This widens the buyer pool more than any other single step.
Management meetings and site visits
Scheduled off-hours or off-site to protect confidentiality, with a prepared management deck, anticipated buyer questions, and a rehearsal so you are not caught flat-footed.
04
Negotiate and close
Where the number on the page becomes the number in your account.
Offer comparison
Every LOI side by side. Headline price, cash at close, seller note, earnout, escrow, working capital peg, and what each one actually pays you. The highest number is regularly not the best deal.
Data room and diligence
Built, indexed, permissioned, and managed. Request log tracked to close, because more deals die in diligence from slow answers than from bad news.
Close support
Coordination with your attorney, your CPA, the buyer's lender, and any quality-of-earnings provider through signing and funding.
Before you owe anything
Two things that stay free, whether you ever sell or not.
Nothing here is a trial, a teaser, or a lead magnet with a catch. If the answer is that you should wait three years, that is what you will hear.
A Financial Readiness Scan
The review a buyer's diligence team will eventually run on your books, produced for you first. Which profit adjustments survive scrutiny, where concentration hurts you, and what to fix in the next year or two. Yours to keep either way.
What the fee does not cover
The costs that are not mine to charge.
Every sale carries third-party costs. You should hear about them now, not in week ten.
Legal work
Your attorney drafts and negotiates the purchase agreement and bills you directly. I coordinate with them and tell you when you need them.
Tax and accounting
Your CPA handles structure, basis, and the tax bill. Talk to them early. Structure decisions made after an LOI is signed cost real money.
Quality of earnings
If a buyer requires a third-party QoE, that provider bills you directly. I prepare your books so the exercise is short and clean.
Markups of any kind
I do not resell, rebate, or mark up third-party work. The success fee is the only money that comes to me.
Questions
Straight answers.
- What does it cost to sell my business?
- Uptime Advisory charges a success fee of 5% of the total sale price, paid at closing. One rate, no tiers, no sliding scale. There is no retainer, no monthly fee, and no up-front cost. If the business does not sell, you owe nothing.
- How does 5% compare to what other brokers charge?
- Most brokers in this market quote 8% to 12% on smaller transactions, or a Double Lehman scale of 10/8/6/4/2 that front-loads the fee heavily. Many will not put any number on their website at all. For most transactions in this range 5% is at or below the market rate, and either way you can see it before you pick up the phone.
- What is not included in the fee?
- Legal, tax, and accounting work. Your attorney, your CPA, and any quality-of-earnings provider bill you directly. I will tell you when you need them and coordinate with them, but I do not mark up their work.
- How long is the engagement, and is there a tail?
- The listing agreement runs 12 months, which is the market standard and roughly what a full process takes. There is a 12 months tail, and it is limited to buyers I actually introduced, named on a list I hand you the day the agreement ends. An open-ended tail that captures any buyer, from any source, is the clause worth reading twice in anyone's agreement.
- Do I have to commit to anything to talk?
- No. The valuation conversation and the Financial Readiness Scan are free, confidential, and yours to keep. Most owners I speak with are not selling this year.
- How long does a sale take?
- For an established service business, plan on six to nine months from kickoff to close once a process starts, plus whatever preparation time the business needs first. Owners who prepare a year or two ahead consistently do better than owners who start when they are ready to be done.
- What kinds of businesses do you work with?
- Founder-owned SaaS companies and MSPs, including IT support and consulting firms and vertical software businesses, typically $1M to $25M in annual revenue. I'm based in the DC metro and represent sellers nationwide; the buyers for these businesses are national regardless of where you sit. I also work with established B2B service businesses here in DC, Maryland, and Northern Virginia. The common thread is a real operating history and books a buyer can actually diligence.
- I run an MSP and already get calls from buyers. Why would I need an advisor?
- Because the buyer who calls you sets the price, the structure, and the pace when you have no alternative at the table. IT services is consolidating fast, and the platforms doing the buying run this play dozens of times a year against owners doing it once. A run process brings multiple qualified buyers, a defensible earnings number, and terms compared side by side. It is regularly the difference between the first offer and the best one, and it is the entire reason a success fee pays for itself.
- What is SDE, and why does it matter more than my revenue?
- Seller's Discretionary Earnings is your net profit plus your own salary, your perks, and true one-time expenses, added back. It is what the business actually earns for one owner-operator, and at this size it is the number buyers multiply to reach a price. Two businesses with identical revenue can be worth very different amounts once you build the SDE properly.
- Will my employees or competitors find out?
- Not from me. Listings are blind, buyers sign an NDA before they see a name, you approve the buyer list before anyone is contacted, and site visits happen off-hours.
Next step
No fee to find out where you stand.
Run the five-minute estimate, or skip it and call. You will get me, usually the same day.
Fees are agreed in writing before any engagement begins. Multi-entity, carve-out, or distressed situations are scoped separately after a short call.