Business Sales & Divestments

Advice, documentation, and negotiation support for business sales, carveouts, and asset sales.

Interested in selling a business or asset and would like to learn more about our expertise?

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The problem we solve

Selling a business, whether in full, in part, or through the divestment of specific assets or undertaking a trade sale, is a significant decision that should return value to shareholders or otherwise provide a financial outcome that helps further the plans of an organisation.

Many mid-market companies approach business sales and divestments without being sale-ready. Being sale-ready is more than having adequate documentation available; it’s having a plan that contemplates negotiation tactics, stakeholder engagement, regulatory and legal obligations, including

Without the right experience, businesses risk undervaluing assets or accepting unfavourable terms

  • Allowing emotion or urgency to drive decision-making

  • Insufficient data room preparation leading to a weakened negotiating position

  • Insufficient financial and commercial disclosure

  • A limited appreciation of market conditions that may impact a sale

  • Transaction delays or failed deals

  • Selecting the wrong broker or negotiating a brokerage agreement that isn’t competitive

Sales and divestments become even more complex when owners are exiting for the first time, when multiple shareholders are involved, of when a business is undergoing change, or when buyers include larger corporates, private equity or strategic investors with greater transactional experience.

We help organisations navigate this complexity with independence, discipline, clarity and commercial confidence.

Our approach

When advising clients on selling a business or its assets, we take a structured, commercially grounded approach. We don’t ‘broker’ a transaction; rather, we act as a strategic advisor who ensures the business is properly prepared, accurately presented and advantageously positioned.

 Our approach is built on five key principles:

  1. Understand the market and align goals
    We consider the prevailing market conditions, assess value using benchmarking and market intelligence and prepare a brief that identifies the value drivers for a successful sale. We consider a company’s regulatory obligations, constitutional and shareholder rights to ensure a sale can progress smoothly.  

  2. Prepare before going to market
    We ensure the business or assets are ‘sale ready’. This includes a review of the company’s financial, commercial and operational position before it enters the market. We identify risks, operational dependencies and the key information a buyer will need to assess. We help clients assemble data rooms, information memorandums and financial records in a format that is expected by buyers.

  3. Apply commercial rigour
    We help clients develop key terms of sale, including valuation methods, consider sale models, including whether a business sale meets the going concern definitions for GST purposes and draft terms of sale. We also help businesses engage with brokers by reviewing commercial terms and broker engagement agreements, including assessing the suitability of exclusivity and fee structures. We also assist clients by providing legal briefs to assist a client in appointing a solicitor and other legal professionals to prepare documentation.

  4. Negotiate with confidence
    When offers are made, we help our clients manage the negotiation process and will act for our clients in negotiating outcomes with confidence, ensuring the commerciality of a deal holds up to the goals a business has set for a sale

  5. Apply governance and transaction documentation discipline
    Leveraging deep experience in commercial transactions, we support the preparation and review of transaction documents for clients including assisting a client to negotiate amendments proposed by buyers.

Throughout the process, ownership and authority remain with the business. Our role is to guide, challenge and strengthen decision-making — not to replace it.

Who we work with

We advise business owners, boards, founders, investors and leadership teams preparing for a full sale, partial exit, divestment of divisions or assets, or strategic separation. Our clients typically operate in the mid-market, generating $2 million –$ 200 million in annual revenues, including technology, defence and national security, digital services, medical and healthcare, professional services, hospitality, and span sector advanced industries.

What we deliver

Typical deliverables to support business sales and divestments include:

  • Formal valuations

  • Sale readiness assessment

  • Expression of Interest (EOI) and Information Memorandum (IM) preparation

  • Financial modelling and commercial analysis support

  • Buyer due diligence, including capacity, profiling, creditworthiness and AML/CTF checks

  • Data room preparation, including the preparation and collation of documentation

  • Deal structuring advice including vendor finance arrangements

  • Negotiation and support for transaction meetings

  • Board and shareholder resolution preparations

  • Restructure modelling, including advice and support for redundancies and the transfer of employees  

  • Post-transaction support, including handover planning

  • Post-transaction accounting, including amendments to asset registers

Why engage us?

Auscorporate brings deep executive and advisory experience supporting business restructures, asset sales, divestments and ownership transitions across industries ranging from hospitality and professional services to digital technology, software and regulated sectors. We understand the commercial, financial and governance elements that must align to achieve a smooth, well-managed sale process.

Organisations engage us because we offer:

  • Deep familiarity with mid-market operating environments
    Extensive experience working with founder-led companies, multi-shareholder structures and businesses generating $2–200 million in annual revenue — where clarity, preparation and alignment materially shape transaction outcomes.

  • Strong commercial insight supported by benchmarking data
    Access to market observations, transaction benchmarks and proprietary insights that help clients position their business effectively on valuation, price expectations and commercial terms.

  • Financial capability grounded in the accounting discipline
    Significant experience developing financial models, special-purpose reports and transaction documentation that underpin due diligence, buyer confidence and valuation support, delivered with the rigour of our accounting and financial advisory background.

  • Genuine independence and objective judgment
    We do not act as brokers and are not incentivised by the completion of a transaction. Our advice remains independent and is aligned exclusively with the interests of the founders, board, shareholders, and leadership team.

  • Preservation of leadership authority and control
    We support — rather than displace — the leadership team’s ownership of the sale process, ensuring decisions remain centred on the organisation’s objectives, legacy and long-term outcomes.

  • Enduring advisory relationships built on trust
    We frequently provide ongoing support beyond the transaction itself, assisting owners, boards and executive teams as they navigate integration, restructuring, reinvestment or new growth phases following the sale.

Case Studies

  • Case 1 | Software Provider - Energy & Community Housing

    A long-established enterprise software provider operating across the community housing and energy sectors reached a strategic inflection point. After nearly three decades in market, the organisation was balancing the need to preserve its legacy with the reality that its technology stack and delivery model required modernisation. Its clients — community housing providers regulated under the NRSCH and state-based frameworks, and energy utilities facing stricter standards from the Australian Energy Regulator — were themselves experiencing increased scrutiny, and the demands placed on the software were growing accordingly. Leadership recognised that substantial new investment would be required to continue meeting these expectations.

    The company’s shareholders sought clarity on their strategic options: reinvest and rebuild the platform, restructure operations, or pursue a divestment that would allow a new owner to modernise the product suite. While the business had contemplated a potential sale in the past, it had not been prepared for formal market engagement. Historical financials lacked the structure required for investor evaluation, legacy revenue streams were not clearly delineated, and reporting frameworks did not provide the transparency that sophisticated buyers expect. Without intervention, these issues risked suppressing valuation or deterring interest altogether.

    Auscorporate was appointed to prepare the organisation for a disciplined divestment process. This included developing special-purpose financial statements, reconciling liabilities and clarifying the economic position of the business. We undertook a detailed review of recurring revenues, contract performance, operating costs and product economics to identify valuation drivers and risk areas. We then built forward-looking financial schedules and commercial summaries that provided potential acquirers with a clear understanding of future performance, investment requirements and opportunities for platform modernisation. This work formed the basis of a robust and credible investment narrative.

    Alongside the financial preparation, we supported leadership with guidance on transaction sequencing, buyer expectations and the broader commercial considerations relevant to a divestment in a regulated technology environment. This ensured the company entered the market with a cohesive, well-documented position that aligned shareholder objectives with the operational realities of the business. By strengthening its financial foundations and improving transparency, the business reduced transaction risk, protected client continuity and positioned itself for reinvestment and technology renewal under new ownership.

    With clarity, discipline and a structured approach, the organisation progressed into the divestment process with confidence, preserving its long-held legacy while enabling a pathway for modernisation and future growth.

  • Case 2 | Canberra Hospitality Venue - Asset Sale

    A prominent Canberra hospitality venue reached a natural transition point as its owners considered the future direction of the business and the broader group. Operating in an increasingly competitive market with increasing overheads, the business had built a strong brand presence and consistently delivered trading performance, but required new investment and operational focus to support its next stage of growth. The owners made a strategic decision to explore an asset sale that would both preserve the venue’s identity and enable the group to reallocate capital to higher-priority initiatives.

    Auscorporate was engaged to support the divestment from initial preparation through to final negotiations. Our early work focused on establishing a clear commercial and financial position for the venue. This involved reviewing historical performance, clarifying cost structures, analysing trading patterns, normalising earnings, and identifying the most relevant value drivers for potential buyers. We prepared sale-ready financial schedules and supporting documentation that outlined performance, operating rhythms, key dependencies, and opportunities for future growth.

    With a comprehensive set of due diligence information in place, we guided the owners on buyer identification, positioning, and engagement. We engaged our legal partners as advisors via commercial briefs, supported the negotiation process, and helped align the transaction terms with the owners’ objectives. Our involvement ensured the sale remained structured, transparent, and well-sequenced commercially, reducing risks and maintaining value throughout the process.

    The venue was successfully sold to a purchaser aligned with its brand and operational vision. The transaction enabled a smooth transition for staff and customers, protected the venue’s market position and allowed the owning group to redeploy capital into strategic initiatives across its broader portfolio. The structured preparation and disciplined process contributed directly to an efficient sale and a positive outcome for all parties.

FAQs

How long does it take to sell a business?

Timeframes can vary based on complexity, shareholder alignment, buyer profile and market conditions. Some transactions progress within months; others require staged preparation and sequencing. It’s important to allow enough time for selling a business, as a rushed sale can lead to discounting.

Making sure your business is ‘sale-ready’ typically accelerates downstream decision-making.

How is an asset sale different to the sale of a business?

A business may be sold as a going concern, transferring all components—including client relationships, intellectual property, goodwill, and fittings and fixtures; or it may choose to sell specific assets. In principle, any asset owned by a business can be sold; however, different regulatory, commercial, and tax considerations apply when selling individual assets compared with selling an entire business. We have deep expertise in assessing these factors and advising on the most commercially sound and compliant approach for divesting various classes of assets within a business

Is a share sale the same as selling a business?

No. A share sale is one way of selling a business, but it is not the only method. In a share sale, the buyer purchases the company’s shares, thereby acquiring the entire legal entity; including its assets, liabilities, contracts, employees, and history.

By contrast, a business sale or sale of assets involves transferring selected assets, rights and obligations without selling the company as a corporate entity. This allows the seller to include or exclude specific assets, liabilities or rights.

Can you advise on a franchise sale?

Selling a franchise is fundamentally different from selling a business or asset you wholly control. Franchise agreements commonly impose transfer conditions, consent requirements, and operational obligations that must be satisfied before a sale can proceed. While franchise transactions occur frequently, they demand additional planning and a clear understanding of the franchisor’s legal requirements. If you are considering selling a franchise, it is essential to obtain professional advice to ensure compliance and protect your commercial position.

What about a distressed asset sale?

Distressed asset sales involve the sale of a business or asset at a price below market value, typically undertaken when the owner is facing financial or operational difficulties. These transactions carry heightened legal and commercial risk.

If not structured correctly, a distressed sale may expose the seller to significant issues, including claims of a creditor-defeating disposition under the Corporations Act 2001 (Cth) or challenges relating to an inability to transfer a clear and unencumbered title.

It is important to determine whether there are legal or practical barriers to selling the asset, such as registered securities, liens, PPSA interests, or contractual restrictions that may prevent the transfer or grant another party priority rights.

In collaboration with our legal partners, we help clients navigate the complexities of distressed asset sales. Our advice covers regulatory compliance, creditor considerations, valuation impacts, and the structuring of sale terms to minimise risk and achieve the most commercially viable outcome in challenging circumstances.

Not all distressed assets can be sold.

Can you replace a broker or a solicitor?

No. Auscorporate does not replace brokers or solicitors. Our role is to provide strategic, financial and commercial advisory support to business and asset sales. We remain independent of brokers and, where required, assist clients in identifying and selecting a suitable broker based on the nature of the transaction.

We work alongside client-appointed legal advisors or, if preferred, coordinate with our legal partners. In all cases, we support the legal process by preparing clear briefs, managing instructions and acting as the client’s agent throughout negotiations. Our transaction experience ensures legal engagement is focused, efficient and aligned with the strategic and commercial objectives of the sale.

Can you help if a deal collapses?

Yes. Sometimes buyers get cold feet during due diligence, can’t agree a price or fail to transact. This can be very distressing for the seller and requires an objective review to reposition the business or asset for sale. During risky transactions, we can provide advice on security and guarantees that can lower the impact of a deal collapse.


Can you help me work out what to do after a sale?

Yes. Many founders and business owners experience a period of uncertainty following the completion of a sale. It is common to reassess priorities, consider new opportunities, or simply need time to determine the next step. We support clients during this transition by acting as a trusted sounding board, helping them clarify their goals, explore new ventures, and re-engage with the market in a deliberate and informed way.