2626 Cole Ave., Suite 300 Dallas, TX 75204


Selling Your Business is Our Business
Over $1 Billion in successful Transactions Completed

“M&A and capital raising Services”




Onyx Capital Management (“Onyx”) is a boutique Merger & Acquisition (M&A) and investment banking firm serving small to middle market size companies (up to $250 million in revenue) across all industry sectors. Onyx currently has 9 offices across the USA to support our clients. We market globally and service locally. With over 30 years of history and experience in M&A, the team at Onyx has successfully completed hundreds of transactions and raised in excess of $1 billion in capital for its clients.

Onyx services include but are not limited to: buy side advice, sell side advice, company valuations, debt and equity growth capital placements and operational and strategic consulting. Our primary M&A clients consist of privately held businesses that are owned by high-net worth individuals, family offices, private equity firms, hedge funds and divisions of companies from around the globe. Unlike most of the competitors in this space, Onyx succeeds when our clients succeed and therefore our fees match the success of our clients. That means no large retainer fees and that Onyx puts its own money and time at risk for the clients Onyx wants to work with.


Selling your business is a major decision! It is a completely different skill set then operating a business. You have devoted your time, money, and energy into building, running, and operating your business. It may well represent your life’s work. If you have already decided that now is the right time to sell, you want the very best professional guidance you can get. This is when working in tandem with an experienced M&A professional. Working in tandem with an M&A professional is the difference between just getting rid of the business and maximizing the opportunity to sell for the very best price and terms!

Following are some of the most common topics and questions frequently brought up by sellers. If you have any questions that we have not covered, please don’t hesitate to contact us


 If you’ve gone this far, then selling your business has aroused enough curiosity that you are taking the first step. You don’t have to make a commitment at this point; you are just getting informed about what is necessary to successfully sell your business. This section should answer a lot of your questions and help you through the maze of the process itself.

Question 1
The first question almost every seller asks is: “What is my business worth?” Quite frankly, if we were selling our business, that is the first thing we would want to know. However, we’re going to put this very important issue off for a bit and cover some of the things you need to know before you get to that point. Before you ask that question, you have to be ready to sell for what the market is willing to pay. If money is the only reason you want to sell, then you’re not really ready to sell.

*Insider Tip:
It doesn’t make any difference what you think your business is worth, or what you want for it. It also doesn’t make any difference what your accountant, banker, attorney, or best friend thinks your business is worth. Only the marketplace can decide what the value of your business is.

Question 2
The second question you have to consider is: “Do you really want to sell this business?” If you’re really serious and have a solid reason (or reasons) why you want to sell, it will most likely happen. You can increase your chances of selling if you can answer yes to the second part of this question: “Do you have reasonable expectations?” A yes answer to these two questions means you are serious about selling.

Okay, let’s assume that you have decided to at least take the first few steps towards actually selling your business. Before you even think about placing your business for sale, there are some things you should do first. The first thing you have to do is to gather information about the business.

Here’s a checklist of the items you should get together

  • Three years’ financial statements (profit and loss and balance sheet) and year-to-date financials
  • Three years’ Federal Income Tax returns for the business
  • List of fixtures and equipment
  • The lease and lease-related documents
  • A list of the loans against the business (amounts and payment schedule)
  • Copies of any equipment leases
  • A copy of the franchise agreement, if applicable
  • An approximate amount of the inventory on hand, if applicable
  • The names of any outside advisors

Have all of the above put in a neat, orderly format as if you were going to present it to a prospective purchaser. Everything starts with this information.

*Insider Tip:
The big question is not really how much your business will sell for, but how much of it can you keep? The Federal and State Tax Laws determine how much money you will actually be able to put in the bank. There are also tax rules that impact certain businesses on seller financing. The point of all of this is that before you consider price or even selling your business, it is important that you discuss the tax implications of a sale of your business with a tax advisor. If you need assistance with a professional tax advisor Onyx can introduce you to a number of prominent firms that specialize in small to middle market transactions.

Buyers buy businesses for many of the same reasons that sellers sell businesses. It is important that the buyer is as serious as the seller when it comes time to purchase a business. If the buyer is not serious, the sale will never close.

A Buyer Profile
Buyers of small to middle market businesses usually fall into one of these categories: high-net worth individuals; family offices; private equity firms; hedge funds; strategic buyers. Onyx has a database of over 6,000 buyers that we have communicated and/or worked within some capacity throughout our history.

Keep in mind the following traits of a willing buyer:

  • The desire to buy a business
  • The need and urgency to buy a business
  • The financial resources
  • The ability to make decisions
  • Reasonable expectations of what ownership of the business can do for them

This may be a bit premature if you not have decided to sell, but it may help in your decision-making process to understand not only who the buyer is, but also what they will want to know in order to buy your business.

Buyers Want Cash Flow
The first thing to keep in mind is that the vast majority of buyers want to buy cash flow. Cash flow is not the same thing as profit. They will consider any excess compensation to employees and family (if applicable) as additional cash flow. Buyers will also look at large, one-time expenses such as a new computer system or remodeling as additional cash flow. They will consider non-cash items like depreciation and amortization as additional cash flow. Interest expenses will be reviewed to make a determination as to how it affects cash flow. These are just a few of the items that a professional M&A considers when advising a selling client on a selling price.


Appearances Do Count

The time to replace that old worn-out piece of equipment is before you decide to sell. Don’t assume that a new owner will want to do it or that the price will just be slightly lower because you haven’t replaced it. The time to “spiff up” the business is now, even if you aren’t selling. Fix the sign, replace the carpet, paint the place – make it look good. Even if you’re not selling, it’s just plain good for business, and you never know when the time to sell will occur. Keep in mind that anything that increases sales also increases profits and the all-important cash flow!

Everything Has Value
There are other things that add value to your business. Don’t discount the value of customer lists, proprietary products and/or techniques, well-maintained equipment, secret recipes, customized software programs, or good employees. These are termed “off-balance sheet items,” and although not used in most pricing models, they add to value. Look at your business very carefully so you don’t overlook those items that make your business more attractive to the buyer.

Eliminate the Surprises
 Long before you put your business on the market, eliminate the surprises! Review every facet of the business and remedy any problems that could appear during the sale process. No one likes surprises – most of all potential buyers. Whether legal, accounting, environmental, or anything else – solve it now.

*Insider Tip
This may sound like something that should have been done when the business first started, so it may be “after-the-fact”. You should create an operations manual. You may already have one, or started one years ago, or simply, have thought of doing one. Now is the time! It may actually create added value to the business. Even if it doesn’t, it will impress buyers that you have your business “act” together and should help you sell more quickly and effectively. Preparing a manual on how to operate your business can also be helpful even if you don’t want to sell. It doesn’t have to be elaborate, just cover the basics. A collection of ads that you have placed in a catalog or sample of products, publications, or menus (if the business is food related) is also impressive. Include anything to do with the business that might be helpful for a new owner. However, don’t include anything that is proprietary, such as customer lists, suppliers or secret recipes, etc.

We look forward to working with you in finding a suitable buyer for your business. You, as the seller, are an integral part of the total marketing program. Below you will find a few friendly recommendations that will help in our marketing efforts when you decide you are ready to sell.

  • Keep running the business as you otherwise normally would.
  • Repair signs, replace outside lights, etc. You don’t want your business to look as if it has been neglected.
  • Maintain inventory at a constant level (if applicable). If you let your inventory slide, your business will look neglected. If anything, increase it so your business will look busy.
  • Remove items that are not included in the sale and unnecessary items, especially if inoperative.
  • Repair non-operating equipment or remove it if you are not using it.
  • Tidy-up outside premises.
  • Spruce-up the inside of the business. etc.

It might also be helpful if you took a good look at your business from the perspective of a buyer. What would you do to make it more attractive or more saleable? Obviously, the financial records of your business are critical to the sale of your business, but how it looks is also important. First impressions really count! If a potential buyer doesn’t like the appearance of your business, the rest of it may never get a chance. If you have any questions, please don’t hesitate to call us. We look forward to hearing from you!

Buying a business can be a complicated procedure, from identifying the right one to navigating through due diligence and documentation of the deal to working out all the details once you have found the right one that is required for a smooth transfer of ownership. A good M&A firm can assist a buyer throughout these steps. Onyx offers buy-side advice to clients.

​While there is no such thing as the “perfect” business, a M&A professional knows the importance of finding one that fits your needs, skills, strategic direction and resources.

Below you will find some helpful information as you consider whether buying a business is right for your company or for you.


Most buyers are seeking to obtain the following when considering the purchase of a business:

  • Increased financial value
  • Pride in the service or the product
  • Recognition
  • Security
  • Customer and employee contact

What To Look For

  1. How long the business has been in business.
    A business with a long track record means there are good reasons to be operating. It will be well known in the area, and people will be used to patronizing the business or using its services. The longer it has been in operation, generally, the better the business.
  1. How long the present owner has owned the business.
    The longer the present owner has been in business, the more likely it has been successful.
  1. Why the present owner is selling.

  2. Why books and records are important.
    The financial records are a good indication of how well the business has been doing over the years. Keep in mind that tax records are not designed to show the business in the best light; no one likes to pay more taxes than they have to, and business owners of privately held companies are no different.​

Generally, for privately held businesses, tax returns are a worst-case scenario. You need to be able to look at the expenses and discover which ones are non-cash items, such as depreciation and business use of home and vehicles. How important was that business trip to Las Vegas? A good M&A professional can point these items out to you.​

Keep in mind that financial records are only history. There are no guarantees that they will or can be duplicated or repeated. In the final analysis, the financial records of the business are an indicator of what the business has done; what can be done in the future is up to the buyer.   


Unfortunately, too many prospective buyers ask these questions first: what is the asking price and then what is the cash flow of the business. These are the wrong questions to ask initially. The first thing a buyer should ask is how does this business fit strategically with my vision. The second question should then be do I have the resources necessary to purchase this business. A smart approach is to get as much information on the business as possible, communicate with the seller and even make a visit, before ruling it out or getting too involved in the numbers. It’s all part of the learning process.

Here are the steps to buying a business that over the years have become the most efficient and practical:

Get the Basic Facts

Get preliminary information on industry, people, culture, price, terms, income, cash flow, and general location. There is no point in continuing the buying process if the basics don’t match your vision and your resources. You always expect a business to improve under your ownership, but you need to review the business on its own merits before giving value enhancement credit under your ownership.

Visit the Business

Visit the business to see if you like the feel, location and the looks of the business itself – both inside and outside. This is a visual inspection. Generally speaking through the Confidential Information Memorandum and internet search you should be able to get a good feel for the visual presence of the business.

Get Questions Answered

If you like the business so far, it’s time to get your questions answered. Generally speaking you will work first with the M&A professional and then with the owner(s) of the business.

Make an Offer

If you now have your basic questions answered and you want to proceed with purchasing this business, it is time to make an offer, subject, of course, to verification of all the information you have received (which is the due diligence period). The main purpose in making an offer is to see if the seller will accept your terms, price, and structure of the sale itself. A good M&A professional will work as an intermediary to help structure the needs and wants of the buyer into the offer. Remember, you will have the offer subject to your verification of the important information.

Document and Close the Transaction

Once you have completed the due diligence to your satisfaction you will need to enter into the formal closing documentation needed to close the transaction. Generally, at this stage in this process deal “fatigue and emotions” sets in for both the buyer and the seller regardless of the experience of the parties and the size and complexity of the transaction. A good M&A professional can help keep the deal moving forward and act as an intermediary to solve the challenges that come up when getting into this level of detail.

Build the Business and Sell for a Gain!!

Now that you have your business and are off creating value don’t forget about us at Onyx when you are ready to sell and realize the value of all your hard work!



  • 2626 Cole Ave., Suite 300 Dallas, TX 75204
  • 972-587-7222
  • support@ONYXCM.com


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