Inside the Broker’s Mind: Why Buyers Walk (And What Really Sells a Business)
Most business owners believe the key to selling is simple: just show a healthy profit. Maybe throw in some growth potential, a decent location, and a few years of loyal customers. But when the deal falls apart — and they often do — it’s rarely the numbers that kill it.
It’s fear.
Fear from the buyer. Fear of risk. Fear of the unknown.
And that fear is often invisible to the seller until it’s too late.
To unpack this, I sat down with Sally Stuart, Australia’s top-performing business broker, with over 35 successful deals in the last two years — all in the high-trust, high-stakes world of healthcare. What she revealed is essential listening for any business owner who wants to sell well — or at all.
But in this post, I want to distil the insights into practical takeaways. Not a transcript — but the truth bombs. What actually makes a business sell. What secretly kills the deal. And how to get it right from the start.
Why Buyers Walk: The Hidden Deal Killers
Let’s start with what derails deals — because if you can avoid these, you’ve already increased your chances of a successful exit by 80%.
1. Lawyers Without Deal Experience
Yes, the legal profession plays a critical role. But according to Sally, it also ruins more deals than it closes.
Business sale law is a niche. If your lawyer is a criminal barrister, family law expert, or generalist, you may as well be throwing a spanner in your own works. Deals get dragged out, stalled, or killed — not because of disagreements between buyer and seller, but because of lawyers who don’t understand the commercial landscape.
✅ Tip: Always engage a commercial lawyer with fixed fees, capacity, and direct experience in transactions like yours.
2. Messy Financials
You may have strong profit, but if it’s buried across trusts, multiple entities, or clouded by aggressive tax minimisation — buyers won’t touch it.
Buyers want clarity. Not clever structuring.
If you can't show a clean, simplified set of special purpose financials, the buyer’s accountant will red-flag it. And the buyer will walk.
✅ Tip: Work with your accountant 12–24 months before sale to prepare clean, buyer-facing financial statements.
3. Short or Uncertain Leases
No lease = no business.
If you’ve got less than two years left on your lease and no secured extension in place, you’re not selling a business — you’re selling a gamble. Banks won’t finance it, and buyers will back out.
✅ Tip: Secure a 5–10 year lease term (or extension option) before you go to market.
4. Owner Dependence
If your business can’t run without you — or your key decisions, supervision, and relationships — it’s worth significantly less.
Buyers want to buy systems, not people. A business that functions with or without the founder is a business that sells.
✅ Tip: Document processes, delegate decision-making, and remove yourself from daily operations 12+ months before listing.
5. Ego + Overvaluation
You might think your business is worth $1.5M because your accountant said so, or because you paid $1M two years ago and added a new fitout.
But buyers don’t care what you paid or what you spent. They care about EBITDA, growth, risk, and ROI. End of story.
✅ Tip: Get a realistic appraisal from a broker who has real data in your sector. Not from an accountant, mate, or BBQ advisor.
What Actually Sells a Business: The Deal-Makers
Let’s flip the script. What makes buyers lean in, compete, and pay a premium?
Here’s Sally’s hit list of what she calls “sexy businesses” — and why they command top dollar.
1. Upward Trajectory
Year-on-year growth. Not just revenue — profit too. Buyers want to see momentum. They’re not looking for a turnaround project. They want to step into a machine that’s already moving forward.
📈 Businesses with three years of clean, growing P&Ls are immediately more attractive — and more bankable.
2. Utilisation & Capacity
Vacant consulting rooms, unutilised equipment, or underused staff = red flags.
Buyers don’t want to buy “potential.” They want current performance with upside. The most valuable businesses maximise space, people, and infrastructure.
🛠️ Are your rooms used evenings and weekends? Are you hot-desking? Are your rosters lean and efficient? If not, start optimising now.
3. Strong Culture and Team Retention
Turnover = instability. Buyers want businesses where staff stick around, where the culture is healthy, and where IP lives in systems, not people’s heads.
👥 Invest in leadership, regular staff check-ins, and a clear set of lived values that shape how your team operates.
4. Modern Tech and Marketing
Still using fax machines? No online booking? Poor SEO or inactive socials?
Old-school systems signal outdated thinking. Buyers see this and instantly lower their expectations — and their offer.
💻 Upgrade your tech stack. Build a content-rich, mobile-friendly website. Implement basic CRM and automation. Make your digital presence look like it belongs in the current decade.
5. Documentation and Clean Handover
Buyers don’t want to dig through drawers and guess how things work.
When you present clean SOPs, job descriptions, onboarding templates, and operational manuals, it builds confidence — and reduces perceived risk.
🗂️ Your business should come with a digital “owner’s manual” ready to hand over.
Timing is Everything: Why Preparation Trumps Urgency
The best time to sell? When you don’t have to.
Most sellers approach a broker when they’re burnt out, broken, or facing a crisis. But the truth is, the more desperate you are to sell, the less your business is worth.
If you want to command top dollar — or even a fair price — you need to think at least 12–24 months ahead.
Sally put it perfectly: “Sell when you’re at the crest of the wave, not when you’ve smashed into the beach.”
The 5-Step Checklist for a Sale-Ready Business
If you’re thinking of selling in the next 1–2 years, start working through this list now:
- Review your lease: Secure a long-term option. Talk to your landlord. Don’t leave it until the deal is on the table.
- Clean your books: Work with your accountant to simplify and clarify financials. Consider creating special purpose statements.
- Fill the rooms: Start recruiting now. Focus on stability, retention, and full utilisation of space and staff.
- Build systems and remove yourself: If your business relies on you, it’s not truly a business — it’s a job.
- Polish your digital footprint: Your website, socials, and Google reviews are the new shopfront. Make them count.
What Makes a Broker Worth It?
Too many business owners think selling a business is like selling a house. You list it, you show people through, someone bites.
Wrong.
Business brokers are not just agents. The good ones are matchmakers, deal shepherds, and intermediaries who absorb the emotional heat so you don’t burn bridges.
Sally summed it up like this: “You can yell at me — not at your buyer. Because you might still need to work with them.”
A broker protects your price, your energy, and your reputation. And they bring you deals you never would’ve found on your own.
So… Why Do Buyers Really Say Yes?
At the end of the day, buyers say yes when they feel safe.
They’re not just buying revenue. They’re buying confidence.
If your business is clean, stable, systemised, and growing — and you’ve removed the fear — buyers will line up. Often with competing offers.
But if you skip the prep, ignore the red flags, and go to market in chaos, the numbers won’t save you.
🎧 Listen to the Full Episode
This post is just the beginning. To hear Sally’s full breakdown — including her lightning round of red flags, horror stories, and what she really thinks about NDIS valuations — listen to the full episode here:
▶️ Watch on YouTube
🎙️ Listen on Apple Podcasts
🎧 Listen on Spotify
👣 Next Steps
- Thinking of selling in the next 2 years? Book a free strategy call with me at sampenny.com/chat.
- Want to assess how sale-ready your business is? Get your free Business Readiness Scorecard.
- Subscribe to Built to Sell | Built to Buy for more insights from brokers, buyers, and sellers inside the deal trenches.
🔗 Related Reading
- Exit Planning for Business Owners
- The Red Flag Playbook: Protect Yourself Before You Buy
- Systemise to Maximise: How to Build a Sale-Ready Business
- Business Sale Checklist: Are You Really Ready to Sell?
- The Business Buying Roadmap: Step-by-Step for Investors