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Pre-Sale Preparation Guide: How to Prepare Your Business for Sale

Reading Time: 2 minutes

1. Assess Your Readiness to Sell

Before putting your business on the market:

  • Clarify Your Goals: Are you retiring, seeking a new opportunity, or cashing out?
  • Financial Needs: Understand how much money you need post-sale.
  • Emotional Preparedness: Prepare to let go of leadership and decision-making roles.

2. Organize Financial Records

Buyers will scrutinize your financials. Ensure:

  • 3-5 Years of Clean Financial Statements: Include income statements, balance sheets, and cash flow
    reports.
  • Tax Returns: These must reconcile with internal books.
  • Add-Back Schedule: Identify non-operational or one-time expenses.

3. Conduct an Internal Due Diligence Review

Be ready for the buyer’s inspection by:

  • Corporate Structure & Legal Documents: Review key documentation.
  • Contracts: Organize vendor, customer, lease, and employee agreements.
  • Licenses & Permits: Ensure all are valid and current.

4. Streamline Operations

A smooth-operating business is more attractive. Consider:

  • Standard Operating Procedures (SOPs): Document all workflows.
  • Reduce Owner Dependency: Delegate or automate tasks.
  • Team Strength: Retain key employees with contracts or incentives.

5. Maximize Business Value

Enhance key value drivers:

  • Revenue Stability: Focus on recurring revenue.
  • Profit Margins: Cut costs and improve efficiency.
  • Growth Potential: Document opportunities for expansion.

6. Value Your Business

Get a professional valuation:

  • Valuation Methods: EBITDA multiples, DCF, or asset-based.
  • Third-Party Valuers: Use brokers or CPAs for objectivity.

7. Prepare Marketing Materials

Present your business professionally:

  • Confidential Information Memorandum (CIM): A detailed overview.
  • Teaser Summary: A brief, anonymized profile.

8. Build the Right Team

Assemble professionals:

  • M&A Advisor / Business Broker
  • Attorney, CPA, Wealth Planner

9. Plan for Post-Sale Transition

Buyers may want:

  • Training Period: Often 3-12 months.
  • Employment Agreement: Short-term consulting.
  • Non-Compete Agreement: Standard in deals.

10. Protect Confidentiality

Avoid alarming stakeholders:

  • Use NDAs for all inquiries.
  • Limit Information Sharing until buyer intent is clear.

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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