What Would Your Business Sell For?
There is the old anecdote about the immigrant who opened his own business in the United States. Like many small business owners, he had his own bookkeeping system. He kept his accounts payable in a cigar box on the left side of his cash register, his daily receipts – cash and credit card receipts – in the cash register, and his invoices and paid bills in a cigar box on the right side of his cash register.
When his youngest son graduated as a CPA, he was appalled by his father’s primitive bookkeeping system. “I don’t know how you can run a business that way,” his son said. “How do you know what your profits are?”
“Well, son,” the father replied, “when I came to this country, I had nothing but the clothes I was wearing. Today, your brother is a doctor, your sister is a lawyer, and you are an accountant. Your mother and I have a nice car, a city house and a place at the beach. We have a good business and everything is paid for. Add that all together, subtract the clothes, and there’s your profit.”
A commonly accepted method to price a small business is to use Seller’s Discretionary Earnings (SDE). The International Business Brokers Association (IBBA) defines SDE as follows:
Discretionary Earnings – The earnings of a business enterprise prior to the following items:
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income taxes
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nonrecurring income and expenses
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non-operating income and expenses
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depreciation and amortization
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interest expense or income
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owner’s total compensation for one owner/operator, after adjusting the total compensation of all other owners to market value
Here are some terms as defined by the IBBA:
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Owner’s salary – The salary or wages paid to the owner, including related payroll tax burden.
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Owner’s total compensation – Total of owner’s salary and perquisites.
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Perquisites – Expenses incurred at the discretion of the owner which are unnecessary to the continued operation of the business.
Developing a Multiplier
Once the SDE has been calculated, a multiplier has to be developed. The following (just as a guideline) should be rated from 0 to 5 with 5 being the highest. For example, if the business is a highly desirable business in the current market, “desirability” would be rated a 4 or 5. If the business is in an industry that is quickly declining or nearly obsolete, “industry” would be given a 0 or 1 rating.
Age: Number of years the seller has owned and operated the business.
- Terms: Is the seller willing to offer terms? For example, will the seller accept 40 percent as a down payment with the seller carrying back 60 percent at terms the business can afford while still providing a living for the buyer?
- Competition: Consider the local market.
- Risk: Is the business itself risky?
- Growth trend of the business: Is it up or down?
- Location/Facilities
- Desirability: How popular is the business in the current market?
- Industry: Is the industry itself declining or growing?
- Type of business: Is the business type easily duplicated?
The average business sells for about 1.8 to 2.5. Obviously, if the SDE is solid and the multiple is above average, the price will be higher. Keep in mind that the price outlined includes all of the assets including fixtures and equipment, goodwill, etc. It does not include real estate or saleable inventory. The price determined above assumes that the business will be delivered to the buyer free and clear of any debt.
Veteran Wisdom
When all else fails, the words of a veteran business broker will work.
Asking Price is what the seller wants.
Selling Price is what the seller gets.
Fair Market Value is the highest price the buyer is willing to pay and the lowest price the seller is willing to accept.
Sellers should keep in mind that the actual price of a small business is about 80 percent of the seller’s asking price.
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How Long Does It Take to Sell a Business in Indiana?
By Troy Frank, Owner — Indiana Equity Brokers
Estimated read time: 7 min
The short answer: Selling a business in Indiana typically takes 6 to 12 months from listing to closing. In our experience at Indiana Equity Brokers, well-prepared sellers with clean financials and realistic pricing close in 6–9 months. Sellers who list before they’re ready — messy books, inflated price, no documentation — often wait 12–18 months or don’t close at all. The single biggest variable isn’t the market. It’s how prepared you are on day one.
Most sellers ask this question the wrong way. They want to know how long it takes. What they should be asking is: what controls the timeline — and what can I do right now to shorten it?
After more than 23 years and 880+ closed transactions in Indiana, I can tell you the answer isn’t mysterious. It comes down to a handful of factors you have direct control over. This article walks through all of them.
The Realistic Timeline for Selling a Business in Indiana
The national median close time for a Main Street business is roughly 170 days — just under 6 months — according to recent market data. But that’s from listing to close, not from the day you decide to sell.
Add 30–90 days of pre-market preparation, and the full process from “I’m ready to sell” to “check cleared” looks more like this:
- Preparation phase: 1–3 months (valuation, documentation, assembling your team)
- Marketing & buyer outreach: 2–4 months
- Due diligence: 4–8 weeks
- Financing & closing: 4–8 weeks
Total: 6 to 12 months is realistic for most Indiana sellers. Complex deals — larger companies, SBA financing, multiple buyers at the table — can run 12–18 months. Simple, well-documented businesses with motivated buyers have closed in under 90 days.
The key is that each phase builds on the one before. If your financials aren’t clean, due diligence drags. If you’re overpriced, you spend 6 months on the market before reducing the price — and now buyers wonder what’s wrong with the business.
What Actually Controls the Timeline
1. How Realistic Your Price Is
This is the biggest one. Overpriced listings sit. They attract the wrong buyers, generate low-quality interest, and force a price reduction — which raises red flags for the next round of buyers who wonder why it’s been on the market for months.
A business priced at 3x SDE when the market says 2.5x will take twice as long to sell, if it sells at all. At Indiana Equity Brokers, we use a detailed free business valuation process before we go to market — not to give sellers the number they want to hear, but the number that will actually get the deal done.
2. How Clean Your Financials Are
Buyers need three years of tax returns and financial statements. If your books are a mess — personal expenses run through the business, unexplained fluctuations, inconsistencies between returns and P&Ls — due diligence takes longer. Sometimes it falls apart entirely.
What kills deals isn’t usually price. It’s the books. A buyer who gets two weeks into due diligence and can’t reconcile the numbers will walk. That sets you back to square one, months later.
Clean, consistent, well-documented financials are the single best thing you can do to shorten your timeline. If your books need work, start there — even if you’re not planning to sell for another year.
3. Whether SBA Financing Is Involved
All-cash buyers close fastest. But most Main Street deals in Indiana involve SBA financing. An SBA 7(a) loan adds 30–60 days to closing because the lender requires its own appraisal, environmental checks, and underwriting. That’s not a problem — SBA opens your business to far more buyers than cash-only — but plan for it.
One thing that helps: choosing a business broker who works regularly with SBA-preferred lenders. We know which lenders move quickly and which ones add unnecessary delays.
4. How Ready You Are on Day One
Sellers who have everything organized before they list move faster than sellers who scramble to gather documents after a buyer signs an NDA. Here’s what you should have ready before you list:
- Three years of tax returns
- Three years of P&L statements and balance sheets
- A copy of the lease (and any assignment clauses)
- An equipment list with rough values
- Key employee agreements (if applicable)
- Copies of any licenses, permits, or contracts that transfer
This isn’t a checklist of nice-to-haves. It’s what every serious buyer will ask for. Having it ready means you don’t lose 3 weeks on document requests while the buyer’s interest cools.
The Phase Most Sellers Underestimate: Due Diligence
Sellers tend to assume that once a buyer makes an offer and both sides sign a letter of intent, the deal is basically done. It isn’t.
Due diligence is where deals live or die. A typical due diligence period runs 30–60 days. During that window, the buyer’s accountant goes through your books, the buyer’s attorney reviews your contracts, and the lender orders an appraisal. Any one of these can surface an issue that kills the deal or renegotiates the price.
According to research on M&A transactions, roughly half of deals that reach due diligence never close. At Indiana Equity Brokers, our close rate is significantly higher than that industry average — because we screen buyers before an LOI is signed and we prepare sellers to pass due diligence, not just survive it.
The way to protect yourself: understand why deals fall apart before you get to that stage. The surprises that kill deals aren’t usually surprises to the seller — they’re just things the seller didn’t think to disclose upfront.
What You Can Do Right Now to Sell Faster
Start preparation before you’re ready to list. Sellers who begin organizing their financials 6–12 months before they want to go to market consistently get better outcomes — faster closings, fewer surprises in due diligence, and stronger offers.
Price it based on data, not hope. A realistic price based on actual comparable transactions in your industry will attract serious buyers faster than an aspirational number that scares them off. Curious what your business is actually worth? Our free valuation takes about 15 minutes and gives you a honest number.
Work with a broker who moves deals. Not all brokers operate at the same pace. At IEB, we don’t sit on listings — we have an active buyer database, a structured marketing process, and a 23-year track record of closing deals across Indiana. You can see our recent transactions to get a sense of the businesses we’ve sold and how they moved.
If you’re earlier in the process and want to understand the full process for selling a business in Indiana, our selling tutorial covers it step by step.
Frequently Asked Questions
How long does it take to sell a small business in Indiana? Most small businesses in Indiana sell within 6 to 12 months of listing. Well-prepared sellers with clean financials and realistic pricing typically close in 6–9 months. Businesses with documentation gaps, pricing issues, or slow SBA financing can take 12–18 months. The preparation you do before listing is the biggest lever you have on the timeline.
What slows down a business sale the most? Overpricing and poor financial documentation are the two biggest timeline killers. Overpriced listings sit on the market for months before a price reduction, and that price cut signals to new buyers that something is wrong. Messy books drag out due diligence — or end it. A third factor is seller unavailability: buyers lose confidence when sellers go dark during the process.
Does having a business broker make the sale faster? Yes, meaningfully. An experienced broker narrows your buyer pool to qualified candidates, manages the documentation process, coordinates with lenders, and keeps the deal on track during due diligence. At Indiana Equity Brokers, we’ve closed 880+ transactions in Indiana — we know which steps slow deals down and how to stay ahead of them.
How long does due diligence take when selling a business? Due diligence typically runs 30 to 60 days for a Main Street business in Indiana. Complex deals with real estate, multiple entities, or SBA financing can take 60–90 days. The best way to shorten it is to have all documentation ready before the buyer begins — not after they ask for it.
Can I sell my business faster if I lower the price? Sometimes, but price isn’t always the bottleneck. If the delay is due to documentation issues or a slow financing process, a price cut won’t help. If you’re genuinely overpriced relative to market, then yes — a price correction can bring qualified buyers back quickly. A good broker will tell you honestly which problem you’re dealing with.
How Long Is Too Long?
If your business has been listed for more than 9–12 months without a serious offer, something is wrong. It’s usually one of three things: the price, the presentation, or the broker.
At that point, the right move isn’t to wait longer. It’s to get a second opinion on what’s actually holding the deal back. That might mean a pricing adjustment, better marketing materials, or a fresh start with a more active broker.
If you’re in that situation, or if you’re just starting to think about selling, a confidential conversation costs nothing. I’ve helped hundreds of Indiana business owners through this process — some who sold quickly and some who needed to reset. Either way, you deserve honest answers, not a sales pitch.
Read MoreWhen to Create an Exit Strategy
There is the old saying that the time to develop an exit strategy is the day you open for business. Sounds good, but it’s not very realistic. Further, it also isn’t very optimistic. On the day you open for business, thoughts about how you get out of it aren’t pleasant, or helpful, thoughts. However, as you get the business to a place where you have a bit of extra time to plan, you will find that the things you need to do to improve your business are some of the very things you will need to work on to plan an exit strategy.
You can’t predict misfortune, but you can plan for it. One never knows when an accident or illness will force one to sell. When the drive to your business becomes filled with dread, maybe it’s time to consider selling. The following ideas will improve your business, even if you’re not currently considering selling. Dealing with these areas will also supply the information a buyer will most likely be looking at when the time does come to sell.
Buyers want cash flow.
This, at least on the surface, is the thing a potential buyer will want to look at.
Appearances are important.
You may think everything about the business looks fine, but the two letters on the neon sign that don’t work indicate to a possible buyer that the seller may have lost interest in the business, causing them to also wonder what else doesn’t work or has been neglected.
There is probably more value than you think.
Business owners often don’t look at things that do create real value such as: customer lists, secret recipes, specialized computer systems, programs, customer loyalty programs, etc.
Eliminate the surprises.
Make sure the lease is transferable and that your landlord is willing to cooperate. Resolve that issue with town hall. Resolve the problem with that angry customer. Minor problems and issues will often raise their ugly heads during sensitive times, spooking a possible buyer. So, the time to resolve them is before going to market.
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Who Buys Small Businesses? A Seller’s Guide to Buyer Types
By Troy Frank, Owner — Indiana Equity Brokers Estimated read time: 8 min
The short answer: Small businesses in Indiana are most commonly purchased by individual first-time buyers using SBA financing — this describes the majority of Main Street transactions under $1 million in earnings. Other buyer types include strategic buyers (often competitors who pay a 20–30% premium), search fund buyers (MBA grads or corporate managers buying to operate), private equity (rarely interested below $500,000 in EBITDA), and existing business owners buying a bolt-on. Knowing which buyer type is most likely for your business changes how you price it, how you market it, and what deal terms to expect.
Most sellers think about the price they want. They spend less time thinking about who, specifically, is likely to actually buy their business — and what that buyer cares about.
That’s a mistake. The type of buyer you attract determines your price, your deal structure, how long the sale takes, and how the transition goes. A strategic buyer and a first-time individual buyer will look at the same business in completely different ways.
This article covers the five main types of business buyers, what each one looks for, what they typically pay, and what it means for how you should approach your sale. For sellers at the Main Street to lower-middle-market level, this is the buyer landscape you’re actually working with.
1. Individual Buyers — The Most Common Buyer for Main Street Businesses
The vast majority of small business sales in Indiana involve an individual buyer. This is someone buying a business to own and operate themselves — replacing a job, building independence, or putting their career experience to work as an owner rather than an employee.
Individual buyers come from all backgrounds: corporate managers, military veterans, former executives, entrepreneurs looking to skip the startup phase. What they share is an intention to run the business themselves and the need to finance most of the purchase.
What They Pay and How
For Main Street businesses — roughly those under $1–2 million in annual earnings — individual buyers typically pay 2–3x seller’s discretionary earnings (SDE). This is the market multiple for these deals, and individual buyers generally pay it rather than a premium above it.
Almost all individual buyers use SBA 7(a) financing for the acquisition. The SBA requires a 10% equity injection, a minimum 680 FICO score, and at least two years of relevant management experience. The business must show a debt service coverage ratio of at least 1.25x — meaning the cash flow must comfortably service the acquisition debt.
What They Care About
Individual buyers want to know they can run the business without you. The biggest risk factor for this buyer type is owner dependence. A business where the owner is the primary rainmaker, the key technical expert, or the face clients trust creates uncertainty about what happens after the transition. Businesses with documented systems, a capable staff, and customers who buy from the company — not from the owner personally — command higher prices and attract more qualified individual buyers.
Timeline
SBA-financed deals typically take 60–90 days from signed letter of intent to closing. The financing process, appraisal, and lender underwriting drive most of that timeline. Total sale timeline from listing to close: typically 6–12 months for a well-prepared, fairly priced business.
2. Strategic Buyers — Often the Highest Offer You’ll Receive
A strategic buyer is a company — or sometimes a well-capitalized individual with an existing business — acquiring your business because of what it adds to what they already have. Competitors, suppliers, adjacent businesses, and companies looking to expand into your geography are all strategic buyers.
Strategic buyers frequently pay more than individual buyers for the same business. The reason is straightforward: they’re buying something worth more to them than the standalone earnings suggest. Your customer relationships, your market share, your employees, your territory — these have strategic value that goes beyond what the income statement shows. Strategic premiums of 20–30% over financial buyer valuations are common.
The tradeoff is confidentiality risk. A strategic buyer is, by definition, already in your industry. They know your competitors, your customers, and your market. That means information disclosed during due diligence is valuable to them even if the deal falls through.
This is why we always manage the process carefully when a strategic buyer is in the picture — a proper NDA, staged disclosure, and a broker as the communications buffer between seller and buyer. We covered this in depth in our post on selling a business to a competitor. If a strategic buyer has reached out to you directly, that post is worth reading before you respond.
Strategic buyers can often move faster than individual buyers — they don’t need SBA financing and they understand due diligence. But the deal terms, particularly the non-compete, will reflect what they’re protecting.
3. Search Fund and ETA Buyers — The Category Most Sellers Miss
This is the buyer type that wasn’t on anyone’s radar a decade ago and is now a meaningful part of the acquisition market for Main Street and lower-middle-market businesses.
Search fund buyers — also called ETA (Entrepreneurship Through Acquisition) buyers — are typically MBA graduates or mid-career corporate managers who have decided to buy and operate a business rather than work for one. They’re not passive investors. They intend to step into the role of CEO and run the company themselves.
Why Sellers Should Care About This Buyer Type
Search fund buyers are sophisticated. They understand financial statements, deal structure, and due diligence. They ask good questions and move through the process methodically. They’re not intimidated by seller financing discussions and they often come pre-vetted by a search fund accelerator or investor network.
Many search fund buyers use SBA financing, which means the same underwriting requirements apply. But some have investor backing that allows them to move faster and with fewer financing contingencies.
What sellers often find valuable about this buyer type: they tend to be genuinely interested in what makes the business work. They want to learn from the seller, not just close the deal. A seller who cares about what happens to their employees and their customers after the sale often finds this buyer type a good fit.
What They Pay
Search fund buyers generally pay market multiples — they’re not going to offer a strategic premium, but they’re also not trying to lowball. They typically pay 2.5–4x SDE or 3–5x EBITDA for a well-run business with documented systems and a clear transition path. The multiple depends on business quality, not on the buyer’s strategy.
4. Private Equity — Mostly Irrelevant for Main Street, Worth Understanding for Mid-Market
Private equity (PE) firms acquire businesses to grow them and sell them at a higher multiple, typically within five to seven years. They’re professional acquirers who move quickly, pay in cash, and know what they’re doing in due diligence.
PE firms are also largely irrelevant for businesses under about $500,000 in annual EBITDA.
Most PE funds have minimum investment thresholds. A fund managing $100 million can’t meaningfully deploy capital into a $600,000 acquisition — the deal isn’t large enough to justify the overhead. The typical PE minimum is $1–2 million in EBITDA, and many funds won’t look below $3–5 million.
PE-Backed “Platform” Companies and Bolt-Ons
Where private equity does appear in Main Street deals is through their portfolio companies. A PE-backed platform company — an existing business in your industry that a PE firm has already acquired — may be actively looking for smaller businesses to acquire as “add-ons.” These deals combine strategic buyer motivation (synergy, market expansion) with the financial sophistication of private equity.
If your business is in an industry where PE consolidation is active — home services, healthcare, auto repair, landscaping, technology services — you may receive interest from PE-backed platforms even if a traditional PE fund wouldn’t look at your deal. These buyers often move quickly, pay well, and may offer terms that make the transition easier for employees.
5. Existing Business Owners — Motivated, Fast, and Often Underestimated
The final major buyer type is a business owner — in Indiana or nearby — looking to expand by acquisition. They may be in your industry or an adjacent one. They may be in a different geographic market looking to enter yours. They’re not a PE firm, but they have operating experience and often don’t need SBA financing.
This buyer type is sometimes overlooked because they don’t appear on listing sites the way individual buyers do. They’re not actively browsing BizBuySell. They’re identified through industry relationships, targeted outreach, or through a broker who knows the market.
What makes this buyer valuable: they understand operations, they can close without financing contingencies, and they often move faster than any other buyer type. They know what they’re buying and they don’t need education on how the industry works.
What they want in return: a clean deal, a reasonable price, and a seller who’s been transparent about what they’re selling. They’ll do thorough due diligence, but they don’t need the seller to walk them through every aspect of the business from scratch.
What Buyer Type Will Buy Your Business?
The practical answer depends almost entirely on the size of your business.
Under $1 million SDE: Your most likely buyer is an individual — a first-time owner using SBA financing. Your marketing should target this buyer, your pricing should reflect what an SBA-financed deal can support, and your transition planning should address what an individual buyer needs to be successful operating the business.
$1–3 million SDE or EBITDA: Your buyer pool expands. You’re more likely to see search fund buyers, existing business owners, and potentially PE-backed platform companies in addition to well-capitalized individual buyers. Competition among buyers at this level is higher, which tends to drive prices up.
Above $3–5 million EBITDA: Private equity becomes a realistic buyer. Strategic buyers are also more active at this level because the acquisition is large enough to move the needle. Deal complexity increases significantly, and having experienced representation — both a broker and a transaction attorney — is essential.
For most Indiana businesses we work with, the buyer is an individual or a strategic buyer. Understanding what each needs, and how to appeal to both simultaneously, is a meaningful part of how we approach the listing and marketing process.
Frequently Asked Questions
Who are the most common buyers of small businesses? For small businesses under $1 million in annual earnings, the most common buyer is an individual first-time owner using SBA 7(a) financing. This buyer is typically an experienced professional — a former manager, executive, or entrepreneur — who wants to own and operate a business rather than start one from scratch. Most small business sales in the Main Street segment close with this buyer type.
What is a strategic buyer in a business sale? A strategic buyer is a company or individual who already operates in your industry or an adjacent one, and is acquiring your business for what it adds to what they already have — customer relationships, market share, geographic territory, or specific capabilities. Strategic buyers frequently pay 20–30% more than individual or financial buyers for the same business because the acquisition has value beyond the standalone earnings.
Will private equity buy my small business? Most private equity firms require a minimum of $1–2 million in annual EBITDA to consider an acquisition, which puts them out of reach for the majority of Main Street businesses. However, PE-backed platform companies — existing businesses in your industry that a PE firm has already acquired — may be interested in smaller “bolt-on” acquisitions. If your industry is experiencing PE consolidation (home services, healthcare, landscaping, auto), you may receive interest from platform buyers even if traditional PE funds wouldn’t look at your deal.
What is a search fund buyer? A search fund buyer is typically an MBA graduate or mid-career professional who raises capital to find and acquire a single business to operate. These buyers are sophisticated, process-oriented, and motivated to succeed because they’re taking an operational role. Search fund buyers generally pay market multiples rather than a premium, but they’re often serious, qualified, and reliable counterparties in a transaction.
Does it matter what type of buyer buys my business? Yes — the type of buyer affects price, deal structure, timeline, and transition terms. A strategic buyer may pay more but require a longer non-compete. An individual buyer using SBA financing will need more time and may need seller participation in training. A PE-backed platform buyer may offer all cash but want you out quickly. Understanding your likely buyer type upfront helps you price the business correctly, market it to the right audience, and set realistic expectations for how the deal will come together.
Know Your Buyer Before You Go to Market
The sellers who get the best outcomes aren’t necessarily the ones with the best businesses. They’re the ones who go to market with a clear picture of who their buyer is, what that buyer cares about, and how to make the business as attractive as possible to that specific audience.
Indiana Equity Brokers has closed more than 880 Indiana transactions — which means we know what buyer types are active right now, in your industry, at your deal size. If you’re thinking about a sale in the next one to three years, a conversation about your likely buyer pool is one of the most useful first steps you can take.
Read MoreWhy Deals Don’t Close
Sellers
- Don’t have a valid reason for selling.
- Are testing the waters to check the market and the price. (They are similar to the buyer who is “just shopping.”)
- Are completely unrealistic about the price and the market for their business.
- Are not honest about their business or their situation. The reason they want to sell is that the business is not viable, it has environmental problems or some other serious issues that the seller has not revealed, or new competition is entering the market.
- Don’t disclose that there is more than one owner and they are not all in agreement.
- Have not checked with their outside advisors about possible financial, tax or legal implications of selling their business.
- Are unprepared to accept seller financing or now unwilling to accept it.
Buyers
- Don’t have a valid reason to buy a business, or the reason is not strong enough to overcome the fear.
- Have unrealistic expectations regarding price, the business buying process, and/or small business in general.
- Aren’t willing (many of them) to do the work necessary to own and operate a small business.
- Are influenced by a spouse (or someone else) who is opposed to the purchase of a business.
