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Why would you sell your company – Know your why.

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Selling your company is one of the most pivotal decisions you’ll ever make as an entrepreneur. It’s not just a financial transaction—it’s a deeply personal crossroads that can shape your identity, your legacy, and your next chapter.

After 30+ years as a serial and parallel entrepreneur, having launched, acquired, scaled, and sold 13 companies, and having advised hundreds of founders and CEOs through my work at Merit Investment Bank, I’ve uncovered the wide spectrum of motivations that drive business owners to sell. Some are financial. Others are emotional, strategic, or even existential.

Below is a comprehensive list of the most common and compelling reasons business owners decide to sell—each one as unique as the journey that got them there.

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Top 10 Reasons Owners Decide to Sell

1. Retirement or Spousal Pressure


Roughly 3 out of 4 owners associate selling with retirement. Whether driven by age, health, or a spouse who’s waited long enough, this is the most common motivation. Sometimes it’s not just about “calling it quits,” but about reclaiming time with loved ones—or finally enjoying the fruits of your labor.


2. Liquidity & Wealth Diversification


Many entrepreneurs have 80–90% of their net worth tied up in a single illiquid asset: their business. Selling offers the rare chance to unlock that trapped equity and diversify across real estate, public markets, and family trusts, creating true financial security and generational wealth.


3. Burnout


Entrepreneurship is thrilling—but it can also be exhausting. Scaling, managing people, and keeping pace with market demands takes its toll. Burnout often manifests slowly: decision fatigue, lower creativity, or declining passion. For many, selling is a path to recovery and renewal.


4. Boredom or Lack of Challenge


Once the core problem has been solved or the mountain has been climbed, some entrepreneurs feel like they’re just “running the machine.” If the business is on autopilot, or the day-to-day no longer excites you, it may be time to pass the baton.


5. Fear of Changing Markets


Industry disruption, new competitors, regulation, or tech evolution—smart entrepreneurs can feel when the tide is turning. If you’re sensing market saturation, product obsolescence, or margin compression, you might choose to exit while valuation is still high.


6. The Four D’s: Death, Divorce, Disease, and Disagreement


These life events—unexpected, often devastating—can force a sale. A partner’s illness, legal complications, or irreconcilable differences can turn continuity into chaos. A proactive sale often preserves more value than a reactive one.


7. De-risking or De-leveraging


As you mature, your appetite for risk, leverage, and personal guarantees may decrease. If you’ve carried capex-heavy operations or personal liability for years, the need to reduce exposure becomes a compelling reason to sell or recapitalize.


8. An Unsolicited “Too-Good-to-Pass-Up” Offer


Sometimes the market knocks with an offer that’s simply too attractive to ignore. Whether from a competitor, private equity firm, or strategic buyer, unsolicited offers can be a wake-up call that now might be the perfect exit window.


9. Achieving Business Goals or Target ROI


For mission-driven entrepreneurs or financial engineers alike, reaching a predefined goal or return often marks the logical conclusion of ownership. You came, you built, you conquered—and now it’s time for a new mountain.

10. Outgrowing Personal Capacity or Capital


Some companies outpace their founders. If your business demands more capital, connections, or capabilities than you can personally deliver, selling to a more resource-rich owner might be the best way to unlock your company’s full potential.

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Experience Speaks: I’ve Been There


Having sold 13 of my own companies, I’ve personally faced nearly all of these scenarios at one point or another. While emotions vary—from excitement to grief—each sale brought clarity, new opportunities, and growth. I haven’t retired (yet), but I’ve sold for reasons including:

  • #2: Liquidity
  • #3: Burnout
  • #5: Market shifts
  • #6: Health and partner conflicts
  • #7: Risk tolerance
  • #8: Irresistible offers
  • #9 & #10: Reaching my goals or outgrowing my capacity

One constant remains: clarity about your why leads to better outcomes.

Find Your Personal Why


Before jumping into the mechanics of selling, pause and rank your motivations. Are they emotional, strategic, lifestyle-related, or financial? Clarity leads to confidence—and helps you align your exit with your true objectives.

Top 5 Reasons I May Want to Sell My Company:

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Could You Restructure Instead of Sell?

Not every issue requires a full exit. A few alternatives to consider:

  • Partial sale or recapitalization to take chips off the table
  • Hire a President or COO to reduce your workload
  • Bring in outside investors to fuel growth
  • Sell to employees via ESOP or management buyout
  • Create a holding company and restructure your role


Explore options with your wealth advisor, legal team, or peer group before making an irreversible decision.

Don’t Wait Until It’s Too Late


Markets move. Businesses plateau. Burnout escalates. Waiting too long can erode value. Exit planning is most effective before you need to sell, not after.


When your instincts, personal goals, and market conditions align—that’s your signal. Move with intention. As I often tell our clients at Merit Investment Bank: “If you’re thinking about selling in 2 years, start preparing now.”

Let’s Talk About Your Why


If you’re contemplating a sale, recapitalization, or just need help clarifying your next move, I’d be honored to help.

Talk to the Experts at Merit Investment Bank!

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

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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