Most owners sell a business once. The buyer across the table has usually done it many times. That imbalance is normal, and much of it can be corrected: an owner who asks the right questions early, and insists on the answers in writing, gets most of the way to an even table.
This note is a list of those questions. They apply to any buyer, whether a competitor, a family office, a private equity fund, an individual operator or us. Under each, we say how we would answer it. Treat it as general information rather than advice; your own legal, tax and financial advisers should guide your decisions.
1. Do you buy to operate, or to resell?
Every buyer has a view of how its ownership ends, even if the answer is “not for a long time.” Ask what the buyer intends for the business in its first year, its third year and beyond, and who will run it throughout. A buyer working to a fixed resale window will make different choices from one that intends to hold. Neither is wrong in itself, but you should know which one you are dealing with.
Our answer: we buy to operate. We own each company outright and run it for the long term.
2. Who will actually run it?
Ask to meet the people who will be accountable for your business after closing, not only the deal team. Ask what they have run before, and what they will ask of your managers in the first hundred days.
Our answer: our investment committee is chaired by Alexandra Pohl, our Co-Founder and Chief Executive Officer, with William Pohl III, our Co-Founder and Chief Operating Officer, as Co-Chair. William runs operations and the integration of each company. Every investment has a written 100-day plan before capital goes in.
3. How will you pay, and is the money committed?
Ask where the purchase price comes from: cash on hand, committed fund capital, borrowed money, seller financing or payments that depend on future results. Ask what happens if financing falls through. A price is only as good as the certainty behind it, and terms that defer part of the price to later carry risks you should understand with your advisers.
Our answer: Dark Ice Capital is a new firm, and the fund programs of our companies are in formation; none has been offered. We say that plainly because it matters to a seller. Any buyer, us included, should be able to explain in writing how a specific transaction would be funded before you sign a letter of intent.
4. What is the process, and what will it ask of me?
Ask for the steps in writing: indication, letter of intent, diligence, approval and closing. Ask what each step requires from you and your team, how long the buyer expects it to take, how long any exclusivity lasts, and who bears which costs if the deal does not close.
Our answer: we follow five written steps for every acquisition. We screen for fit under a written allocation policy; if it fits, we give a non-binding indication early and share how we think about value; we sign a letter of intent with a diligence budget agreed in advance; we run full diligence; and the investment committee gives final approval with a written value creation plan and 100-day plan. Each step is agreed with you in advance.
5. How will you protect confidentiality?
Ask for a non-disclosure agreement before you share detail. Ask who will see your information, including lenders and outside advisers, and how and when your employees, customers and suppliers will learn about a sale. Most of the damage a failed process can do comes from news that traveled too early.
Our answer: we keep what you share confidential and sign a non-disclosure agreement before we ask for detail.
6. What happens to my people, my name and my customers?
Ask directly about the brand, the location, the leadership team, pay and benefits. An honest buyer will tell you what it can commit to and what it cannot. Be careful with any assurance that does not appear in the purchase agreement; what is not written down is a hope, not a term.
Our answer: our companies keep their names, brands, customers and culture, and we buy with a written plan for the business and the people in it. We do not promise that nothing will change, because no responsible owner can. We will tell you what our plan changes, and why.
7. What will diligence examine, and what could change the price?
Diligence is where a buyer tests what you have told it. Ask what the buyer will examine, who will do the work, and what kinds of findings would lead it to revisit terms. Late surprises are what break trust on both sides, so it pays to raise known issues yourself, early.
Our answer: our diligence includes an independent quality of earnings review, a management assessment, a financing review, and legal, tax, regulatory, anti-corruption, sanctions and environmental checks.
8. Do any licenses or approvals stand between signing and closing?
If your business holds licenses or permits, a change of control may need a regulator’s approval, or a counterparty’s consent, before a sale can close. Insurance, utilities, air charter, senior living and telecom are common examples, but they are not the only ones. Ask whether the buyer has planned for these approvals and how much time it has built in for them.
Our answer: several of our own companies hold or plan licensed businesses whose change of control needs regulatory approval first. We treat approvals as part of the timetable, not as a formality at the end of it.
9. What is your record, and who can I talk to?
Ask for references: owners who have sold to the buyer, and managers who stayed on afterward. A buyer that has done this before should be able to put you in touch with both.
Our answer: Dark Ice Capital is a new firm with no track record as a firm. Our co-founders bring long operating careers, described on our Team page, but the firm’s own record starts now. We would rather you hear that from us than find it out later.
10. What do you need from me after closing?
Ask what role the buyer expects you to play after closing and for how long: a transition period, a consulting arrangement, a seat on a board, a continuing ownership stake, or limits on what you may do next. Each has legal and tax consequences that your advisers should review before you agree to it.
Our answer: it depends on the business and on what you want. Whatever it is, it belongs in writing and agreed with you early, not settled at the closing table.
A last word
A good sale is one you would make again with everything you know afterward. The questions above will not guarantee that outcome, but they make surprises less likely, and they apply to us as much as anyone. If your business sits in one of our sectors, tell us about it. We answer on fit within ten business days, and if we are not the right owner, we will say so.
This note is for information only and is not an offer to sell or a solicitation of an offer to buy any security or fund interest, or legal, tax or investment advice.