Selling Your Business? Proprietary Deal vs. Auction—What Every Founder Must Know

Home Blog Selling Your Business? Proprietary Deal vs. Auction—What Every Founder Must Know

How to Maximize Your Exit Valuation Without Wasting Time or Leaving Money on the Table

When I sold my business, I ran a full market process.

Eleven parties showed interest. We narrowed it to three serious bidders. Nine months later, I had the right partner and a strong valuation—but I also had a crash course in the realities CEOs face when deciding how to sell.

Let’s cut through the noise: if you’re selling, you’ve got two main options—proprietary deals or a full auction process.

Which one gets you the best outcome?


Real-World Valuation Breakdown

Here’s how the numbers typically stack up:

Scenario EBITDA Multiple Headline Price Reality Check Net Cash
Proprietary Add-On (1 PE Bid) $5M $40M Lower fees, quick close, small rollover $33M
Auction (Multiple PE Bidders) $5M 9.5× $47.5M Higher fees, larger rollover, long diligence $35M
Strategic Buyer in Auction $5M 11× $55M Earn-outs, escrows, intense diligence $39M

Key takeaway: Even a small shift in multiples can mean a swing of millions in your final take-home.


Case Studies: Three Paths, Three Outcomes

1. Proprietary Deal – HVAC Roll-Up

  • $12M contractor with 18% EBITDA margins

  • PE-backed competitor offered 7.8× EBITDA

  • Deal closed in 45 days with $17M upfront

  • Founder valued speed, certainty, and minimal disruption over chasing an extra $2M–$4M

2. Full Auction – Premium Pet Brand

  • Ran a full process with 50 buyers

  • PE offers: ~12× EBITDA

  • Strategic buyer: 15× EBITDA, valued at $150M

  • Stressful six months, but a clear financial win

3. Controlled Auction – Targeted Outreach

  • Invited only 8 pre-vetted buyers

  • Closed at 9.2× EBITDA, well above a handshake proprietary offer

  • Balanced competitive tension with manageable workload


Founder Concerns (And the Real Trade-Offs)

Here’s what CEOs usually ask—and how the two options compare:

Question Proprietary Auction
How long will it take? 2–3 months 6–9+ months
How much work is it? Light Heavy (meetings, reporting, distractions)
Could I get more later? Maybe, but risky More upside, more effort
Are these the right buyers? Based on existing trust More options to assess fit
Do I need a banker? No, saves cost Yes, but helps drive competition

Risk Comparison

Risk Proprietary Auction
Information leaks Minimal Higher risk
Buyer retrade Possible but limited Less likely due to pressure
Deal fatigue Low High
Certainty of close High Depends on buyer
Cultural fit Easier to assess Might surface late

Recent Real-World Deals (USD Equivalents)

  • Boojum (Fast-Casual): Sold for ~$29M at 7.1× EBITDA to Azzurri Group

  • Phyn LLC (Smart Home Tech): Acquired for $24.9M at 3.8× revenue

  • Omsom (CPG Sauces): Sold for ~$11.7M at 3.2× revenue

Bottom line: strategic fit, market timing, and competition drive these valuations.


Smart Tactics for Founders

Want to keep options open without locking into the wrong process?

  • Quiet Benchmarking
    Get informal valuations from advisors before you commit.

  • Test Exclusivity
    Short exclusivity can reveal real intent without going full auction.

  • Run Mini-Auctions
    Invite 3–5 serious buyers—enough to drive up value, not chaos.

  • Watch the Fine Print
    Pay attention to earn-outs, rollovers, employment terms, and working capital—not just the headline number.


Final Take

You won’t negotiate your way to auction-level pricing without real competition. But that doesn’t mean you need 50 buyers and six months of meetings.

Proprietary deals offer speed and certainty.
Auctions unlock higher valuations.
Hybrid paths give you both.

There’s no one-size-fits-all. It comes down to your goals, timeline, and how much value you're willing to trade for speed.


Let’s Talk Exit Strategy

In the Apex CEO Mastermind, we help founder-CEOs choose the right path—one that aligns with your goals, your team, and your family.

Whether you want max valuation, minimal disruption, or the best cultural fit, we’ll build a plan to get you there.

📩 Reach out at luke@apexceo.co or message me “Exit Strategy” on LinkedIn.

Don’t leave money—or your legacy—on the table.