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5 Reasons Why Most Business Owners Fail to Sell Their Companies

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Who Really Benefits from the Sale of Your Company?

You do.
Monetizing your life’s work is a monumental moment—the crowning achievement for most CEOs and founders. But here’s the harsh truth: most businesses never sell. According to industry research, only about 20%–30% of companies that go to market actually transact. The rest quietly close their doors or liquidate their assets. Why? Often it’s due to poor preparation, unrealistic expectations, or lack of professional guidance.

If you’re fortunate enough to sell successfully, you join a minority of entrepreneurs who turned blood, sweat, and equity into real, generational wealth. So, who stands to gain from your successful exit? More people than you might think.

The Personal Rewards: Unlocking the Entrepreneurial Jackpot

As the business owner, you’re at the epicenter of benefit. But it goes far beyond a paycheck.

Top Rewards for Sellers:

  • Unlocking illiquid wealth trapped in your business
  • Eliminating stress tied to day-to-day operations, staffing, and crises
  • Minimizing personal liabilities or debt obligations
  • Diversifying your net worth away from a single business asset
  • Buying back your time—for passion projects, travel, or new ventures
  • Experiencing closure and fulfillment after years of building
  • Creating a personal legacy for your name, team, and industry
  • Expanding your generosity through charitable giving and impact investing

You’ve earned these rewards. You’ve risked everything—financially, emotionally, and physically—to create something of value. This isn’t just a transaction; it’s your victory lap.

Your Family Also Wins

Your family has likely been with you every step of the way—through the long nights, missed holidays, and the emotional rollercoaster of entrepreneurship.

How They Benefit:

  • More presence and peace: Your time and energy shift back to them.
  • Emotional payoff: They see your journey completed—and dreams realized.
  • A powerful life lesson: Kids witness the value of hard work, risk, and resilience.
  • Better lifestyle flexibility: Travel, education, and security options expand.
  • Generational opportunity: You may now be in a position to plan and fund a legacy that benefits generations to come.

And, yes, maybe even that once-distant cousin will start asking you for financial advice. 😉

Your Employees: A New Chapter Begins

If you’ve built a high-performing team, your exit can serve as a catalyst—not a conclusion.

Post-Sale Business Growth Often Includes:

  • Fresh leadership: New ideas and energy drive innovation.
  • Strategic capital: Private equity or strategic buyers often invest in growth.
  • Career advancement: Key team members may assume greater roles.
  • Cultural revitalization: A new chapter can energize the workforce.

Often, founders unintentionally create bottlenecks to innovation. With your exit, new leaders emerge, new products are launched, and old limitations are removed. Recognize and reward your key people—their loyalty and grit helped you get to this point.

The IRS: An Inevitable (but Manageable) Stakeholder

It’s no secret that Uncle Sam gets his slice. After years of tax deductions, depreciation, and write-offs, your exit likely triggers capital gains or income tax events. But here’s the good news: with proactive planning, much of this is manageable—and even optimizable.

Tax Planning Tips:

  • Start tax planning 1–2 years before a sale (not during due diligence)
  • Explore Qualified Small Business Stock (QSBS) and opportunity zones
  • Consider installment sales to defer taxation
  • Use trusts, gifting strategies, or charitable vehicles like donor-advised funds
  • Avoid the lazy mistake: Sellers who don’t plan pay far more than necessary

As they say, “Render unto Caesar what is Caesar’s—but not a penny more.”

Your Community: Your Success Multiplies Outward

When a founder sells successfully, it creates ripple effects that extend well beyond the boardroom.

Community-Level Impacts:

  • Philanthropy and giving back—from local sports fields to national causes
  • Expanded employment opportunities—especially if the business scales post-sale
  • Mentorship of future entrepreneurs
  • Funding local businesses or passion projects
  • Elevating your city or region as a hub for growth and innovation

Many business owners started with a desire to simply “do things differently” or escape the 9-to-5. But over time, their company became a vital piece of the community’s economic and cultural fabric. Don’t underestimate your impact—and take pride in what your business leaves behind.

So Why Do Most Business Owners Fail to Sell?

Despite all these benefits, most entrepreneurs don’t make it to the finish line. Here are the five leading causes of failed exits:

1. Unrealistic Valuation Expectations

Owners often overestimate their company’s worth, ignoring market trends, industry multiples, or operational risks.

2. Lack of Preparation or Clean Financials

Poor documentation, disorganized finances, or unresolved liabilities scare off serious buyers during due diligence.

3. No Succession Plan or Leadership Depth

If your business can’t run without you, it’s not sellable—it’s a job, not a company.

4. Emotional Attachments and Timing Conflicts

Many owners miss the window to sell because they’re too emotionally tied or wait until burnout, which weakens the business.

5. Failure to Engage Professional Advisors

Deals are complex. Without an experienced M&A team—especially a sell-side investment banker—you leave money on the table and increase the risk of a failed deal.

Exit Smart. Exit Well.

Whether your goal is financial freedom, legacy building, or simply a new chapter in life, a well-executed business sale is transformative. But it doesn’t happen by accident. It takes intentional planning, smart strategy, and trusted advisors.

Talk to the Experts at Merit Investment Bank

J. Craig Dickens 
Chairman
253-370-8893
Craig.Dickens@!MeritInvestmentBank.com

Securities offered through Finalis Securities LLC Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities. 

Merit Investment Bank, a leading middle market investment bank, with a specialization in building products, is honored to have served as exclusive advisor to VaproShield (“VaproShield”) in its sale to (Muncaster Capital.)

by: Merit Investment Bank

SEATTLE – October 31, 2025 – PR.com – Merit Investment Bank (“Merit”), a leading middle-market investment bank with deep expertise in the building products and construction materials sector, is pleased to announce that it served as the exclusive financial advisor to VaproShield, a premier manufacturer of high-performance air and water barrier systems, in its sale to Muncaster Capital, a privately held investment company based in Texas.

This strategic transaction represents a significant milestone for VaproShield, a recognized innovator in the building-envelope industry. For more than two decades, the company has pioneered the design and manufacture of high-performance, vapor-permeable air barrier (AB) and water-resistive barrier (WRB) membranes and accessories. Through its commitment to research, sustainability, and customer-focused innovation, VaproShield has become a trusted partner to architects, builders, and developers seeking to enhance energy efficiency, moisture control, and long-term building performance.

“The sale of VaproShield shows what’s possible when visionary founders create real value and plan strategically for an exceptional exit,” said Craig Dickens, Chairman of Merit Investment Bank. “We were honored to help align the company with the right partner, culture, and capital for its next stage of growth. This milestone reflects years of innovation, discipline, and thoughtful preparation leading to an outstanding outcome.”

The acquisition by Muncaster Capital, am ESOP, will provide VaproShield with additional resources and strategic backing to expand operations, accelerate innovation, and strengthen its presence in both domestic and international markets. Muncaster’s long-term investment philosophy aligns closely with Vaproshield’s mission to deliver environmentally responsible, high-performance solutions to the construction industry.

“VaproShield has built an exceptional brand through innovation, sustainability, and performance,” added Chris Barnes, Managing Director at Merit Investment Bank. “It was a privilege to advise such a forward-thinking team whose commitment to excellence andcustomer trust has made them industry leaders. This transaction delivers a strong outcome for shareholders and positions VaproShield for its next phase of growth.”

Legal counsel for the company was provided by Holland & Knight LLP. Merit extends its appreciation to Stephen McKay and the firm’s M&A team for their seasoned legal guidance and support throughout the transaction, ensuring a smooth and efficient closing process.

The company was also advised by Baker Tilly US, LLP. Merit acknowledges Preston Smith, Director – Transaction Advisory, and Michael Hurst, Partner – Tax, for their expert guidance and transactional support. Their technical insight and professionalism were instrumental in achieving a successful closing.

About the Buyer

Muncaster Capital of Texas, Inc. is a privately held holding company based in Ennis, Texas, primarily associated with the building materials and protective coatings industry. Established in 1986, it serves as the parent company for Polyguard Products, a leading manufacturer of high-performance barrier systems, air and moisture membranes, and protective coatings used in construction and infrastructure projects.

Muncaster Capital oversees operations focused on innovation, sustainability, and long-term business growth within the building-envelope sector. As a mid-sized, family-owned enterprise, it plays a strategic role in managing assets, guiding corporate development, and supporting Polyguard’s mission to deliver durable, energy-efficient solutions to the construction industry.

About Merit Investment Bank

Merit Investment Bank is a leading boutique investment bank focused on serving founder/family-owned middle-market, technology-forward companies. The firm principally executes sell-side M&A, as well transactions with specific emphasis on the building products technology, infrstructure, consumer, and manufacturing/distribution/industry 4.0 sectors.

In addition, Merit offers services including buy-side M&A debt and equity capital raises, restructuring advisory, business valuations, and project financing.

Securities offered through Finalis Securities LLC, Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities

Contact:

Craig Dickens, Chairman

Merit Investment Bank

Craig.Dickens@MeritInvestmentBank.com

253-370-8893

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