LenderHawk analysis. Not affiliated with or endorsed by The Permanent Podcast.
Brent and Emily break down when a business seller should hire an intermediary, what work the advisor actually absorbs, and how to tell whether the advisor will improve or damage the process. The episode also lays out the red flags that signal a bad intermediary: hidden information, inflated adjusted EBITDA, process obsession, and fee structures that do not align with actually closing the sale.
Business owners preparing to sell, and ETA buyers evaluating sell-side processes, who need a practical framework for choosing an intermediary and spotting weak process design.
An intermediary is most valuable when the seller lacks time, transaction experience, or the ability to coordinate buyer outreach, documentation, and negotiation work in parallel.
An open auction is best when the seller does not care who buys the company and wants to maximize price through broad buyer competition.
A narrowly targeted sale process is better when buyer identity matters, but the smaller buyer universe makes direct outreach and careful screening more important.
The best intermediaries tell the truth about both strengths and weaknesses instead of hiding problems behind projections and polished marketing materials.
Adjusted EBITDA can be manipulated enough to make a $2 million cash-flow business look like a $4 million EBITDA business, so buyers should expect verification to expose misrepresentation risk.
A rigid, process-perfect advisor can slow a deal and strip out the human side of the transaction, which can be harmful when the seller is inexperienced.
A good intermediary is selected for fit, incentives, industry understanding, and willingness to work through a long, stressful process rather than for prestige alone.
Choose the advisor based on the specific work the seller needs: buyer sourcing, vetting, documentation, negotiation, emotional support, and pace management. The core idea is that the intermediary should match the transaction, not impose a standardized process on the business.
When to use: Use this when deciding whether to hire a broker and which type of intermediary to retain.
A narrow sale process aimed at a specific set of known buyers or strategic acquirers, rather than a broad market auction. It is useful when the buyer list is already known or confidentiality is critical.
When to use: Use this when buyer identity matters more than maximizing broad market competition.
A sell-side advisor who tries to control every step through rigid hoops, false deadlines, and a highly scripted sequence. Brent and Emily treat this as a negative model because it can reduce trust and make the deal less human and less adaptable.
When to use: Use this as a warning sign when an advisor is overengineering the timeline or creating artificial gates.
The sale process can require roughly 500 decisions that have to be made and negotiated.
Brent uses this to explain why the work often exceeds what a busy owner and staff can absorb on top of day-to-day operations.
The seller may need to produce detailed historical financials going back at least 10 years, along with contracts, employment agreements, legal actions, and real estate documents.
The hosts describe the documentation burden an intermediary can help manage.
Some deals can close in under 60 days, but others have taken around 8 months.
They use this range to argue against arbitrary deadlines and one-size-fits-all speed requirements.
A $2 million cash-flow business can be pushed to look like a $4 million adjusted-EBITDA business through creative presentation.
Emily warns that intermediaries can exaggerate seller performance metrics in ways that later fail diligence.
The intermediary market is heavily fragmented, with multiple professional organizations and certifications used as filters.
The hosts list credentials such as ABV, AMAA, ACG, Axial, CVV/CVA, CMAA, IBBA, and M&AMI.
Hire an intermediary only after mapping the work you cannot realistically absorb yourself.
Why: The value comes from offloading sourcing, screening, documentation, negotiation, and process management that would otherwise consume a large amount of executive time.
Choose an open auction only when you are indifferent to buyer identity.
Why: Broad competition is the cleanest path to maximizing price when strategic fit does not matter.
Push for honest disclosure of risks early, before LOI or diligence deepens.
Why: Hidden arrests, family influence, supply-chain issues, and other complications poison trust once discovered late in the process.
Walk away from intermediaries who only compliment the business or hide weaknesses behind future projections.
Why: A seller-side advisor who cannot surface flaws will not be able to market the company credibly to buyers.
Avoid arbitrary close-time commitments like a hard 30-day or 60-day deadline unless the business and process truly support it.
Why: Forcing speed can stress the business, the seller, and the buyer relationship, and may create unnecessary deal failure risk.
Evaluate intermediaries the way you would evaluate a key hire: compare multiple candidates, check references, and spend time with them.
Why: The role is relational and demanding enough that competence alone is not sufficient; fit and incentives matter too.
Brent and Emily describe processes that force buyers through one hoop after another, then hold back surprises until late stages. Their experience is that the rigid structure can feel impressive but often wastes time and can obscure whether the relationship will actually work.
Lesson: A polished process is not the same as a credible one; flexibility and honesty matter more than choreography.
They describe transactions in which arrests, ex-spouse influence, or supply-chain transgressions were not disclosed up front and only surfaced later. Those omissions destroyed trust and created renegotiation or collapse risk.
Lesson: Late disclosure is often more damaging than the underlying issue itself because it breaks trust irreparably.