
Selling a Company and M&A
Questions about selling a company in Portugal, valuation, process, fees, confidentiality and taxation.
When is the right time to sell my company?
When the company is delivering consistent results, the market is receptive to the sector and the owner is ready for the process. Harbor Partners can carry out a complimentary preliminary assessment.
How long does a company sale process take?
A rigorous M&A process typically takes 6 to 12 months, from initial preparation to closing. Simpler processes can complete in less time.
How is the value of my company calculated?
The most widely used method is the normalised EBITDA multiple, complemented by DCF and comparable transactions analysis. Harbor Partners prepares an indicative valuation as part of the diagnostic phase.
What is the difference between enterprise value and equity value?
Enterprise value is the value of the business as a whole; equity value is what the shareholder receives after deducting net debt and adjusting for working capital. The difference can be substantial.
Will the sale of my company remain confidential?
Yes. Harbor Partners applies rigorous confidentiality protocols: a data room with access controls and a selective approach to qualified counterparties.
Should I sell to a strategic buyer or a financial investor?
It depends on your objectives. Strategic buyers may pay for synergies; financial investors (private equity) may offer continuity and a second exit. A competitive process lets you compare both on equivalent terms.
Do I need an advisor or can I negotiate directly?
You can negotiate directly, but selling to a single buyer with no competitive tension tends to leave value on the table and exposes you to process risk. An advisor protects the price, the confidentiality and your time.
What does the first meeting with Harbor Partners involve?
An initial, no-obligation assessment meeting to understand your objectives, give a preliminary view on value and feasibility, and outline the process. It is confidential.
How is Harbor Partners remunerated for selling my company?
Our remuneration model is aligned with the outcome: typically a modest retainer to cover the preparation work, plus a success fee paid at closing. That way, our incentive coincides directly with yours, maximising the final price.
Can I sell only part of the company rather than the whole?
Yes. Many owners sell a majority or minority stake while remaining involved, or bring in a private equity partner for a partial exit with a second sale later on. We structure the process around your objectives, whether a full sale or a partial disposal.
Should I sell my company to a competitor?
A competitor may be the highest-paying buyer because of synergies, but the approach demands extra care with confidential information. We share data in controlled phases and run a competitive process so that a strategic rival is never your only option.
Can you sell a family business or handle a succession?
Yes. Succession and the absence of a successor are among the most common triggers for a sale. We handle the commercial, emotional and continuity dimensions of a family business, including options that preserve the team and the legacy.
Is it possible to sell a company that has debt?
Yes. Net debt is deducted from enterprise value to arrive at the equity value the shareholder receives, so debt affects the price but does not prevent the sale. A clear picture of the debt is part of the diagnostic phase and the sale narrative.
Do you work with buyers outside Portugal?
Yes. Our counterparty list includes Portuguese and international strategic buyers, private equity funds and family offices. For many sellers, it is precisely among cross-border buyers that the best price is found.
Do you work only in Lisbon or across the whole country?
We are based on Avenida da Liberdade in Lisbon, but we advise owners across the whole country, Porto, the North, the Centre, the Algarve and the remaining regions. A sell-side process is conducted remotely and in person as required, wherever your company is located.
What size of company do you usually sell?
Harbor Partners focuses on transactions with enterprise value between €3M and €50M, the small and mid-cap segment, often poorly served by the large investment banks. If you are unsure where your company fits, the initial assessment will clarify it.
What are the five phases of your sale process?
Our proprietary process unfolds in five phases: diagnostic and preparation, identification of counterparties, competitive process, negotiation and due diligence, and closing with post-transaction support. Each phase has clear deliverables and keeps you in control of the decisions.
How long does the first diagnostic and preparation phase take?
The diagnostic and preparation phase typically takes four to six weeks. It includes analysis of the company, EBITDA normalisation, the identification of value drivers and detractors, and preparation of the Information Memorandum and the financial model.
What is expected of me, as the owner, during the process?
You provide access to the company's financial and operational information, take part in the key decisions and in selected meetings with buyers, and trust us to run the day-to-day of the process. The aim is to protect your time so you can keep running the business while we run the sale.
What documents and information do I need to prepare?
Typically recent financial statements, management accounts, the client base and contracts, and operational data. We help structure everything into an Information Memorandum and a controlled data room; well-prepared information is what protects the buyer's confidence in due diligence.
When exactly is the success fee paid?
The success fee is paid at closing, that is, only when the transaction actually completes. The modest retainer covers the initial preparation work, so most of our remuneration depends on taking you to a successful exit.
What is included in the retainer?
The retainer covers the initial preparation work, analysis of the company, EBITDA normalisation, the Information Memorandum and the financial model on which the whole process rests. It is deliberately modest, with alignment to your outcome left to the success fee paid at closing.
What makes the value of my company go up or down?
Consistent results, a credible growth trajectory, recurring revenue and a transferable earnings capacity that does not depend on the owner raise the value; client concentration, undocumented or owner-dependent earnings and poorly prepared financial information lower it. EBITDA normalisation often moves the final number more than the multiple itself.
What happens if the deal leaks or does not go through?
We minimise leak risk from the outset with a bilateral NDA before any information is shared, a data room with access controls and a selective approach to qualified counterparties. Running a competitive process also means that if one buyer walks away, you are not left with a single option.
Should I tell my employees and managers that the company is for sale?
Premature disclosure to employees, to the market or to competitors is one of the most common and damaging mistakes. We run the process under strict confidentiality and advise whether and when to involve key people, normally only at later, controlled stages.
How does Harbor Partners differ from a large bank or a Big Four firm?
We specialise in the €3M–€50M segment that the large investment banks tend to serve poorly, and senior partners run your process day to day rather than delegating it to junior teams. You get private equity rigour with senior attention and a single, integrated point of responsibility.
Will I still need a lawyer and an accountant if I engage you?
Yes, we coordinate the overall process and the negotiation, and we work alongside your legal and tax advisers, who handle the drafting of the SPA and the tax structuring. Our role is to run the sell-side process and orchestrate these specialists to keep the deal on track.
How do you differ from a business broker or a real estate agency?
We are an M&A advisory firm, not a broker that merely lists a deal and waits for offers. We build a sale narrative, run a confidential and competitive process with strategic and financial buyers, and manage the negotiation and due diligence end to end, always exclusively in the seller's service.
Do you work exclusively for me or do you also represent the buyer?
On a sell-side mandate we work exclusively for you, the seller, with no dual representation. Our remuneration model is aligned with the outcome, so our incentive is to maximise your final price, not to close any deal in a hurry.
Can a non-resident or foreign shareholder sell a Portuguese company through you?
Yes. We work cross-border and regularly deal with international counterparties, so we can advise non-resident and foreign shareholders on the sale of a Portuguese company. We recommend involving a tax specialist early, as residence materially affects the structure and the net proceeds received.
What is the difference between an asset deal and a share deal?
In a share deal you sell the company's shares; in an asset deal you sell specific assets and liabilities of the business. The choice has material tax and legal consequences and is normally decided before the process begins, we recommend a tax specialist to optimise it in your case.
What is an earnout and when is it used?
An earnout is part of the price deferred and conditional on meeting agreed future targets after closing. It is often used to bridge a valuation gap between buyer and seller; we negotiate the terms so that the conditions are realistic and protect you appropriately.
Can you also help me buy a company, not just sell one?
Yes. Beyond sell-side mandates, our Corporate Finance area also advises on buy-side acquisitions, applying the same rigour to target identification, valuation and negotiation. Get in touch to discuss an acquisition strategy.
What is your track record and how can I check references?
Harbor Partners has advised on more than €300M in transactions and has been recognised in Forbes 30 Under 30 Europe. We can share verifiable references as part of getting to know each other, track record and references are precisely what you should assess in any advisor.
What kind of support do you provide after closing?
The fifth phase of our process covers closing conditions, completion accounts, earnouts and other deferral structures, plus post-closing support where applicable. The aim is a clean closing and a smooth transition, not to disappear at signing.
Is the first meeting really free and what happens next?
Yes, the initial assessment meeting is free and without obligation. We discuss your objectives, give a preliminary view on value and feasibility and outline the process; if it makes sense to proceed, we then define the mandate and begin the diagnostic phase.
How do I get started and how quickly do you respond?
Get in touch via the contact page, by email at geral@harborpartners.pt or by phone at +351 910 663 251, and we will arrange a first confidential conversation. That contact is the first step, with no obligation.
My company's enterprise value is below €3M, can you still help me sell?
Our M&A practice usually focuses on transactions with enterprise value between €3M and €50M, so a business well below that range may fall outside our usual scope. The best route is the complimentary initial assessment, where we can review your case and guide you.
My company is worth more than €50M, is it too large for you?
Our sell-side M&A process is calibrated for enterprise values between €3M and €50M, so a significantly larger transaction sits above our usual range. We suggest raising it at the complimentary initial assessment, so we can be transparent about the fit before any commitment.
Which valuation method gives the highest value, EBITDA multiple, DCF or comparables?
No method is systematically the highest; each captures different aspects, with the EBITDA multiple reflecting current profitability, DCF future cash flows and comparables the market. We usually triangulate between these methods rather than picking the one that inflates the value, since buyers will scrutinise the underlying assumptions.
How does a selective, targeted approach differ from running a broad auction?
We work on a selective basis, approaching a carefully chosen set of counterparties under NDA rather than broadly publicising the opportunity. This protects confidentiality and reaches buyers with a genuine fit, rather than maximising the raw volume of contacts.
What exactly goes into the data room and who controls access?
The data room gathers the documentation and information buyers need for due diligence, and access is governed by NDA and released selectively as the process advances. We help organise and prepare that material so that sensitive information is only revealed to qualified and committed counterparties.
Is the retainer offset against the success fee, or are they entirely separate?
Our M&A mandates are structured as a retainer plus a success fee, and we explain how those two components fit together in your specific mandate during the initial assessment. The exact mechanics are agreed up front, with no surprises, and there is no commitment in that first phase.
Can you handle a carve-out where I sell only a division or business unit?
Yes, selling part of a business rather than the whole is within the scope of our sell-side, and we can structure the perimeter accordingly. We would define what is included in the transaction and value it on that basis, as with any other mandate.
How do net debt or surplus cash bridge enterprise value and what I actually receive?
Enterprise value reflects the business itself, while equity value, closer to what shareholders receive, is obtained after adjusting for items such as debt and cash. We model that bridge explicitly so you understand the difference between the headline value and your net proceeds.
Does the usual 6-12 month timeline change in a cross-border sale to a foreign buyer?
Our sell-side process generally runs over 6-12 months, and we work with buyers outside Portugal on a cross-border basis. International transactions can introduce additional steps, so the exact duration depends on the parties and the complexity involved.
You do both sell-side and buy-side, could that create a conflict of interest in my deal?
On each mandate we represent only one side, so when you engage us to sell, we work for you and your interests. Our buy-side capability is a separate service line, used for different clients and mandates.
Do you advise on the tax implications of the sale proceeds, such as capital gains?
We concentrate on the corporate finance and M&A advisory side of the transaction; for tax matters such as capital gains we recommend working together with a dedicated tax specialist. We coordinate with your legal and tax advisors so that the deal structure and the tax treatment are considered together.
What if due diligence reveals a problem mid-process, does the deal collapse?
Problems that emerge in due diligence do not automatically end a deal; they often become points to resolve through structure, such as price adjustments or mechanisms like an earnout. Our role is to manage the process and help renegotiate terms so that, wherever possible, you reach a viable transaction.
I already have a buyer who approached me directly, do I still need a full process?
Even with an inbound buyer in hand, the value of advisory comes from the valuation, structuring and negotiation so that you are not anchored to a single unsolicited offer. We can review that specific approach at the complimentary initial assessment and advise whether broadening the process would strengthen your position.
Are you the right advisor if my company is in a niche or unusual sector?
Beyond M&A, our strategic consulting team has more than 50 years of combined experience in sectors such as transport, aviation, ceramics, data centres and industry, which informs how we approach specialised deals. The complimentary initial assessment is the moment to test the sector fit before committing.
Can you prepare commercial or financial due diligence on my own company before going to market?
Our strategic consulting practice offers commercial due diligence (CDD) and financial due diligence (FDD), which can be used to test and present your business before a sale. Preparing them in advance helps anticipate buyers' questions and reduces surprises later in the process.
My company owns its real estate, can you advise on the property alongside the sale of the company?
Yes, alongside M&A we have a dedicated Commercial Real Estate practice covering Capital Markets and Debt Advisory for owners and investors, so the property can be considered as part of the overall structure. We work only for the owner or investor side, which keeps that advice aligned with your interests.
How do you decide what valuation multiple is realistic for my sector?
We ground the EBITDA multiple in comparables, evidence from similar businesses and transactions, rather than applying a generic figure. This keeps the expectation defensible when buyers test it, and we cross-check it against DCF and other methods.
If I am in Porto or the Algarve rather than Lisbon, can you still run my sale?
Although our office is on Avenida da Liberdade in Lisbon, we operate nationwide and on a cross-border basis, so location within Portugal is not a constraint. We can start with the complimentary initial assessment regardless of where your business is based.
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