Selling Your Canadian Business

As a Canadian business owner preparing to sell your $10 to $50 million revenue company through a broadly marketed M&A process led by an M&A advisor, you’re likely navigating a complex but exciting transition. One critical concept that will arise during negotiations, particularly in the Letter of Intent (LOI) from a buyer, is working capital—and specifically, the requirement to leave a certain amount of working capital in the business as part of a share sale on a debt-free, cash-free basis. This article explains what working capital is, why it’s a focal point in the LOI, and how it impacts your sale.

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This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

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Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

As a Canadian business owner running a lower middle market company—typically generating $5–$100 million in annual revenue or $2–$20 million in EBITDA—you may be wondering about the pool of capital available from private equity (PE) firms and strategic acquirers looking to buy businesses like yours in 2025. The good news? There’s a substantial amount of money out there, and your business could be an attractive target. Here’s a breakdown of the capital landscape and what it means for you.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
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This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

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Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

As a Canadian business owner of a privately held company generating $5 million to $50 million in annual revenue, selling your business is a high-stakes endeavor that can define your financial legacy. Businesses in this lower middle market segment typically exhibit earnings before interest, taxes, depreciation and amortization ranging from approximately $1 million to $10 million, depending on industry margins (often 10-20% of revenue) and operational efficiency. In this space, surprises lurk at every turn—from regulatory snags and due diligence revelations to market volatility and buyer dropouts. The key to a successful exit isn't just finding a buyer; it's anticipating every possible scenario, avoiding pitfalls that could derail the deal, and navigating unforeseen challenges with expert guidance. A broad auction process, orchestrated by an experienced mergers and acquisitions intermediary, is the proven way to achieve this. By marketing your business competitively to a vast pool of buyers, you create leverage while your advisor foresees risks, mitigates them proactively, and steers the process through even the most unexpected eventualities.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
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This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

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Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

A management buyout (MBO) is a strategic transaction where a company’s management team purchases all or part of the business, often with external financing. This approach allows managers to take control of a company they know intimately, leveraging their expertise to drive future success. Below, we explore the key aspects of an MBO, its benefits, challenges, and steps to execute one effectively, including the critical role of hiring an M&A advisor.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
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This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

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Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

In a Canadian business share sale, the Share Purchase Agreement (SPA) is the cornerstone document that formalizes the transfer of shares from the seller to the buyer, detailing critical terms such as purchase price, representations and warranties, indemnities, conditions precedent, and post-closing obligations. The Letter of Intent (LOI), typically non-binding except for provisions like confidentiality or exclusivity, precedes the SPA and outlines key deal terms, serving as a framework for negotiations. In an auction process, where multiple suitors compete, a pivotal decision for sellers and their M&A advisors is whether to have their legal counsel draft the SPA and LOI or allow the buyer’s legal counsel to take the lead. This article examines the advantages of the seller drafting these documents as part of the auction process, particularly when shortlisted suitors submit their best and final LOI, contrasts this with allowing the buyer to draft the LOI and SPA, and highlights the strategic timing of introducing the SPA in a Canadian share sale.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
Let's begin.

This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

Support the show

Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

The first step in selling your mid-market Canadian business ($5M–$50M in annual revenue) is defining your “Why Sell?” statement—a clear articulation of your motivations and goals for the sale. This foundational step ensures your decision aligns with your personal, financial, and emotional objectives, setting the tone for the entire process. For mid-market owners, selling often involves complex considerations, such as transitioning professional management teams, addressing family dynamics in family-owned businesses, or preparing for cross-border opportunities (e.g., to US, European, or Asian buyers). This discussion guides you through crafting your “Why Sell?” statement, addressing emotional challenges like identity loss, financial goals like tax efficiency (e.g., Lifetime Capital Gains Exemption), and strategic considerations for industries like SaaS or manufacturing. By clarifying your motivations, you’ll navigate the sale with confidence, whether you’re selling a digital business, a family legacy, or a cross-border operation. 

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
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Thanks for listening. If you're finding these episodes helpful as you think through your exit, there's another resource we want to mention.

We've put everything we know about selling a Canadian business into a book—Selling Your Canadian Business: A Step-by-Step Guide to Maximizing Value and Securing Your Legacy.

It covers the full journey, from preparing your company for sale, to navigating due diligence, to negotiating deal terms that protect 

This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

Support the show

Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

For owners of privately-owned Canadian businesses generating $10 to $50 million in annual revenue, receiving an unsolicited call from a potential buyer can be both intriguing and disruptive. These cold outreach attempts—whether from private equity firms, strategic buyers, individual investors, other entrepreneurs, the company’s major customers, major suppliers, or major rivals—often prompt a direct response from business owners, even when they’re not actively looking to sell. While engaging with these inquiries may seem like a logical step to explore opportunities, it can lead to missteps that jeopardize the business’s value, confidentiality, or strategic positioning. Instead, owners should redirect such inquiries to their mergers and acquisitions (M&A) advisors. **As an incentive, The Shaughnessy Group offers a complimentary probable opinion of value for your business, with no obligation to engage the firm to sell or hire them as your sell-side advisors.** Here’s why business owners respond to cold outreach and why involving professional advisors is the smarter move.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
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This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

Support the show

Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

For Canadian business owners navigating the sale or purchase of a company, a Quality of Earnings (QoE) report can be a powerful tool. This detailed financial analysis examines the sustainability and quality of a company’s earnings, often playing a key role in mergers, acquisitions, or investment decisions. However, producing or requiring a QoE report isn’t always necessary or prudent. Here’s a guide for Canadian business owners on when to forego this step.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
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This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

Support the show

Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

Self-Assessment: Are You Ready for Due Diligence?

Business owners preparing to sell their company can use this self-assessment, based on the article “Common Issues Found in Due Diligence and What Sellers Should Fix,” to gauge readiness. It features questions linked to key issues from the article, helping owners pinpoint areas for improvement. Answer each question with “Yes,” “No,” or “Not Sure,” and follow the action steps to address weaknesses.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
Let's begin.

This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

Support the show

Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!

Receiving unsolicited interest in buying your company can be both thrilling and overwhelming. The prospect of a sale brings a mix of emotions—pride in what you’ve built, curiosity about the buyer, and uncertainty about whether the offer truly reflects your business’s value. After engaging in discussions, meeting with the interested party, sharing financial information, and receiving a formal Letter of Intent (LOI), the critical question is: *Is the LOI a fair bid for your business?* This article outlines key steps to assess the fairness of an LOI, ensuring you make an informed decision while recognizing the buyer’s likely experience in acquisitions and the importance of professional support, especially since you plan to work with the new owners post-sale.

You're listening to The Shaughnessy Group Podcast—insights on buying, selling, and growing Canadian businesses in the lower-middle market.
Let's begin.

This podcast is for informational purposes only and is not professional advice. Consult qualified advisors for your specific situation.

Support the show

Important Notice: These podcast notes are unofficial summaries created for personal reference and educational purposes only. They are not intended as a verbatim transcript, official record, or endorsement by the podcast hosts, guests, or producers of Shaughnessy Group. 

While every effort has been made to capture key insights, quotes, and discussions accurately, errors, omissions, or interpretations may occur due to the subjective nature of summarization. Listeners are strongly encouraged to refer to the original episode for full context, nuances, and original audio.

No Advice Provided: The content discussed in Shaughnessy Group episodes, including these notes, does not constitute professional, financial, legal, medical, or investment advice. Any ideas, strategies, or opinions shared by guests are their own and should not be relied upon without independent verification and consultation with qualified professionals.

Copyright & Usage: All rights reserved. These notes are derived from publicly available podcast episodes and are shared under fair use principles for non-commercial, transformative purposes. Reproduction, distribution, or commercial use without permission from the podcast creators is prohibited.

For questions or permissions, contact the Shaughnessy team directly. Enjoy the learning, but always do your due diligence!