Running a sale and a listing at once with a team of three

The situation

Joost built his construction company in Uxbridge over almost twenty years, growing it from a two-person framing crew into a firm that handled mid-size commercial and residential projects across the region. His wife Thao, an investment advisor by training, had been quietly involved in the company's financial planning for years and was the one who first raised the idea of selling once Joost turned sixty. The plan, as they discussed it at the kitchen table, was simple: approach the one obvious buyer, a larger regional firm that had made informal overtures before, negotiate a fair price, and retire within the year.

The obvious buyer was Ngoc, who ran a considerably larger construction group and had been circling Joost's company for two years, occasionally mentioning over industry dinners that she would be interested if he ever wanted to sell. When Joost finally called her directly, her enthusiasm cooled noticeably once she understood he was actually ready. Her opening offer, delivered after several weeks of unhurried back-and-forth, valued the company well below what Thao's own analysis of comparable transactions suggested it was worth.

The ordinary plan broke at that point. Joost and Thao realized that a single interested buyer who suspects there is no alternative has very little reason to offer full value, and every reason to negotiate slowly and let the seller's patience run out first. Joost's company was, by industry standards, a substantial business, with a transaction value likely to land somewhere between fifty and eighty million dollars depending on structure, but he had no internal deal team, no corporate development staff, and a legal budget that Thao had capped tightly given the couple's own retirement planning.

What they needed was leverage they could not manufacture by simply telling Ngoc she was not the only option, because at that point she was not wrong. Building a genuine second option, without derailing the business Joost still had to run day to day, became the real project.

Thao's background as an investment advisor gave her a clearer sense than most sellers would have of what a public listing process actually required and what it would cost, which is partly why she was the one who first floated the idea seriously rather than treating it as an empty threat to wave at Ngoc during negotiations. She was also the one insisting, from the earliest conversations, that whatever they spent on advisors had to be spent efficiently, since the couple's retirement plans depended on the eventual sale proceeds and not on a legal budget that ballooned along the way.

Why this was harder than it looked

A dual-track process, running a private sale negotiation alongside preparation for a public listing, is a standard tool for sellers who want leverage against a single buyer. It is also expensive and demanding to run properly, because it means preparing two sets of materials, meeting two sets of standards, and keeping both tracks moving credibly enough that neither the private buyer nor public market advisors treat the other track as a bluff. Large companies run dual-track processes with dedicated deal teams of a dozen people or more. Joost had himself, Thao, and one long-serving office manager who also happened to be handling the company's ordinary payroll and project bids throughout.

The tight budget Thao had insisted on made this harder in a specific way: it meant every hour of outside advisory and legal work had to be aimed directly at moving one of the two tracks forward, with almost nothing spent on process for its own sake. A larger seller in the same position might have engaged a full listing preparation team regardless of whether the listing ever proceeded, purely to keep the private buyer honest. Joost's team could not afford to treat the listing track as theatre. It had to be real enough to survive scrutiny if Ngoc's side tested it, which meant real financial statement preparation, real disclosure work, and a real underwriting conversation, all run in parallel with the ongoing negotiation.

There was also the matter of keeping the company itself steady while all of this happened, and steady was not quite what the business was doing. Two large commercial projects had run over budget that same year, and quarterly revenue was noticeably softer than the prior year's, a fact Ngoc's side had almost certainly noticed and would use to argue the company's value was falling rather than holding firm. Joost was still bidding projects, managing crews, and dealing with the everyday friction of a construction business through a rougher stretch than usual, and neither he nor Thao wanted the sale process to become visible to employees, subcontractors, or clients before there was a deal to announce. A public listing preparation that leaked prematurely can unsettle a workforce and spook the private buyer at the same time, so confidentiality had to be maintained across two different professional tracks that do not normally share information at all.

The pressure this created was constant rather than dramatic: no single crisis, but a steady requirement that every step be chosen for maximum effect, because there was no budget or bandwidth to redo work or run parallel options that were not both essential to the outcome.

What we did

1. Scoped the listing track to the minimum that would be credible. Rather than preparing a full offering package, we identified the specific disclosure and financial statement work that would make the listing track defensible if scrutinized, and stopped there, which kept costs concentrated on what actually created leverage. Deciding what to leave out took as much judgment as deciding what to include, since a listing track missing an obvious piece of preparation would have read as a bluff the moment Ngoc's side looked closely.
2. Sequenced the work so both tracks used the same underlying materials. Financial statements, corporate records, and contract summaries prepared for the listing track were structured to serve the private sale diligence as well, so the small internal team was not duplicating effort across two processes. On a three-person team with no spare capacity, building each document once and using it twice was the only way to keep both tracks moving without falling behind on the construction business Joost still had to run.
3. Built a confidentiality structure around the office manager's dual role. Because the same person handling day-to-day payroll was also assembling sale materials, we set up strict information segregation so employees and subcontractors saw nothing unusual in the company's routine operations. A leak at this stage would have done real damage in both directions, unsettling a workforce mid-project while also telegraphing to Ngoc that the listing track existed, undercutting the very leverage it was meant to create.
4. Communicated the listing track's progress to Ngoc's side at deliberate intervals. We disclosed enough about the listing preparation, at moments we chose, to make clear the alternative was genuine, without disclosing so much that Ngoc's team could evaluate or undermine it directly. Controlling the timing and content of what Ngoc's side learned meant she was reacting to information on our schedule, rather than us reacting to whatever she happened to find out on her own.
5. Negotiated Ngoc's offer against a moving deadline. Once the listing track reached a credible stage, we set a response deadline for Ngoc's side tied to a real milestone in the listing preparation, rather than an artificial date, which removed her ability to simply wait Joost out. Tying the deadline to genuine progress, rather than a calendar date picked for effect, meant Ngoc's side could not dismiss it as a pressure tactic with nothing real behind it.
6. Held firm on price through two rounds of pushback. Ngoc's team tested the deadline twice, offering modest increases and pointing to the company's softer quarterly numbers as a reason the earlier valuation no longer applied. We advised holding the position, noting that the softer quarter reflected two specific projects rather than a structural decline, and let the listing track's continued progress do the rest of the work rather than negotiating downward to preserve goodwill.
7. Closed the private sale once Ngoc's final offer matched fair value. When Ngoc's revised offer reached a level consistent with Thao's original comparable-transaction analysis, we moved quickly to lock in definitive agreements, so the improved price could not slip during a longer negotiation. Moving fast at that specific moment mattered because a favourable offer left open too long gives the other side room to look for a reason to walk it back.
8. Structured the deal to protect against a post-closing valuation dispute. Given the softer quarter Ngoc's side had raised during negotiations, we built specific representations into the purchase agreement addressing the two over-budget projects directly, closing off any avenue for Ngoc to revisit the price after closing by arguing the disclosed softness was actually something worse. Naming the two projects explicitly, rather than relying on a general disclosure clause, meant there was no ambiguity left for a later dispute to exploit.
9. Wound down the listing preparation cleanly once the private sale closed. We formally closed out the listing track's advisory engagements and confirmed no ongoing disclosure obligations survived from the preparation work, so Joost and Thao carried no lingering cost or obligation from the alternative path once it had served its purpose. Confirming this in writing mattered because an advisory engagement left open by accident can keep generating fees or obligations long after the leverage it provided has stopped mattering.

The outcome

Ngoc's final offer landed well above her opening position and close to the top of the range Thao had originally identified from comparable transactions, once the listing track made clear that Joost had a real second path if the private negotiation stalled. The deal closed within Joost's preferred timeline, allowing him to retire on the schedule he and Thao had set at the kitchen table months earlier, rather than the drawn-out negotiation Ngoc's initial pace had suggested. The softer quarter Ngoc's team had raised as a reason to lower the price ended up having no lasting effect on the final number, once the specific over-budget projects were addressed directly in the agreement rather than left as a general concern for Ngoc's side to keep raising.

The listing track itself was never completed and never needed to be. Its value was entirely in being real enough to change Ngoc's incentives, and once it had done that, the team wound it down without cost beyond what had already been spent preparing it, which Thao's tight budget had planned for from the outset. That discipline, spending only on work that moved one of the two tracks forward, meant the legal and advisory costs of the entire process stayed within the range Thao had set at the very beginning, despite the process running two tracks rather than one.

Employees learned about the sale only after the definitive agreement was signed, with no disruption to ongoing projects or client relationships during the process itself. The two over-budget projects that had softened the company's quarter were completed under the new ownership without further incident, closing off the question Ngoc's side had raised during negotiation. Joost has since described the experience to other small business owners considering a sale as proof that a credible second option, even one run on a lean budget by a team of three, changes a negotiation more than almost anything else available to a seller facing a single interested buyer.

What you can learn from this