How to Value Your Business for an Off-Market Sale

An off-market sale — where your business is quietly offered to a select group of qualified buyers — can be an effective way to sell while protecting confidentiality and avoiding public speculation. But whether you’re selling publicly or off-market, one thing doesn’t change: the importance of getting the valuation right. Price too high, and you risk losing buyer interest. Price too low, and you leave money on the table.

At Offsell.com, we specialise in matching motivated sellers with serious buyers in a discreet, controlled process. Here’s how to approach valuing your business for an off-market sale.

Start with a Professional, Independent Valuation

Even if you know your sector well, valuations are rarely objective when done internally. An independent, market-based valuation helps you:

• Avoid overpricing that turns away serious buyers

• Justify your asking price with evidence

• Spot value drivers you may have overlooked

Off-market buyers are often sophisticated investors or trade acquirers — they will expect a valuation backed by credible, independent analysis.

Understand the Buyer’s Perspective

In an off-market process, buyers are handpicked. Many will pay a premium for:

• Strategic fit with their existing operations

• Access to your customers, skills, or technology

• Opportunities to grow the business quickly post-acquisition

When setting your valuation, consider not only your financials but also the strategic advantages your business offers the right buyer.

Focus on Adjusted Earnings

Most SME buyers base their valuation on adjusted EBITDA (Earnings Before Interest, Tax, Depreciation, and Amortisation). Adjustments are made to:

• Remove non-recurring costs

• Account for owner’s salary above or below market rate

• Remove group or personal expenses not needed post-sale

Accurate adjustments ensure buyers see the true profit potential — and value the business accordingly.

Highlight Intangible Assets

Off-market deals often involve strategic buyers who appreciate intangible value more than general buyers. These assets can include:

• Brand reputation

• Long-term customer contracts

• Intellectual property, patents, or proprietary systems

• Exclusive supply agreements

Quantifying these can help you justify a higher price.

Factor in Confidentiality and Exclusivity

One advantage of an off-market sale is that you avoid the “shop window” effect — where buyers know you’ve been on the market too long. However, fewer buyers means you need to be more precise in setting a realistic price that attracts serious interest from the start.

Benchmark Against Comparable Transactions

While confidentiality limits public data, your adviser can access databases of completed deals in your sector. Comparing your business to similar-sized, recently sold companies helps you understand realistic valuation multiples.

Why Expert Guidance Matters

In an off-market sale, you don’t have the luxury of casting a wide net. Every introduction counts, so your valuation needs to be both credible and competitive. At Offsell.com, we:

• Produce discreet, market-backed valuations

• Match you only with serious, pre-qualified buyers

• Help you position your business to maximise strategic value

Thinking about a confidential sale?

Contact Offsell.com today for a discreet valuation and introduction strategy.