Capittal's view: how to sell your company without the market finding out

Quick answer

Capittal's view is that you can sell your company without customers, employees or competitors finding out, provided you release information in phases, approach buyers in waves and speak to the market with a single voice. The NDA protects nothing on its own: what protects you is not yet having put on the table the information that identifies you.

Why does an NDA not guarantee confidentiality?

An NDA is a contract, not a wall. It only allows you to claim once the damage has already been done. Proving that a specific leak came from a specific buyer is difficult and slow, and no lost customer ever comes back because of a court ruling.

Real confidentiality is decided earlier: in how much information you have handed over, to how many people and at what point. A buyer who only knows an anonymous profile cannot leak your name because they do not have it. That is the effective protection.

At Capittal the NDA is the toll gate into phase 2, not the shield of the process. What an NDA is and which clauses it contains is something we explain in another piece on the blog.

What can a teaser say without identifying the company?

The blind teaser is a one or two page document that describes the company without allowing anyone to recognise it. It is the only information a buyer receives before signing the NDA.

A well built blind teaser includes:

• Sector and sub-sector, described in broad terms.
• Region or wider geographical area, never the province if the company is the only one of its kind there.
• Revenue and EBITDA ranges, as brackets, not as exact figures.
• Business model and type of customer, with no names.
• Approximate headcount, in bands.
• Reason for the sale and the strategic fit being sought.

What never goes in: trade name, brands, logos, customer names, exact headcount, year of incorporation, unusual certifications and any milestone that has appeared in the press. A competitor with a search engine and three cross-referenced data points will identify you in ten minutes.

The test we apply at Capittal is simple: we give the teaser to someone who knows the sector well and ask them to guess the company. If they get it right, the teaser is rewritten.

Why does contacting 200 buyers destroy confidentiality?

Every approach is a potential leak. The risk of the market learning that you are for sale does not grow in a linear way with the number of buyers contacted: it grows much faster, because buyers in the same sector talk to each other.

A mass process also sends a negative signal. A buyer who receives a teaser already seen by an acquaintance concludes that the company has been on the market for a while and adjusts their offer downwards.

Our criterion at Capittal is to build a short long list, ranked by probability of closing, and to approach it in waves. You start with the buyers with the best strategic fit and proven financial capacity. The next wave is only opened if the first one does not generate enough traction.

Within the long list we always separate out direct competitors. A direct competitor is approached last, or not approached at all, and never before you have another offer on the table.

How is the NDA reinforced for a confidential process?

A standard NDA protects information. A sale NDA must also protect people and the commercial relationship. These are the clauses we require:

• Non-solicitation of employees for 24 months, extended to any company within the buyer's group.
• Non-solicitation of customers and suppliers identified during the process.
• Restriction of the receiving team: a named list of people on the buyer's side authorised to see the information, extendable only in writing.
• Prohibition of direct contact with employees, customers or suppliers without the adviser's authorisation.
• Return or destruction of all documentation if the process breaks down.
• Duty to report within 48 hours any leak detected on their side.

The restriction of the receiving team is the most overlooked clause and the most useful one. Without it, a fund can circulate your information among analysts, external advisers and portfolio companies without you ever knowing.

What information is disclosed at each phase of the process?

The data room is not opened all at once. It is opened in layers, and each layer demands a greater commitment from the buyer. This is the ladder we apply at Capittal:

Phase	Buyer's commitment	What they receive	What stays hidden
Initial approach	None	Blind teaser: sector, broad geography, revenue and EBITDA ranges, business model	Name, customers, brands, exact figures, specific location
Phase 1	Reinforced NDA signed	Company name, information memorandum, accounts for the last financial years, corporate structure, margin trend	Customer names, contracts, unit cost breakdowns, employee data, technical know-how
Phase 2	Non-binding indicative offer	Anonymised customer concentration, key contracts with names redacted, operational detail, organisation chart by function, meeting with the owner	Customer identities, individual commercial terms, named payroll, intellectual property in detail
Exclusivity	Binding offer and signed exclusivity	Full due diligence: named customers, complete contracts, payroll, litigation, systems, site visit	Nothing material, other than whatever competition law restricts

The rule is simple: information that can harm you in the hands of a competitor is only handed over once that buyer has signed a binding offer and is in exclusivity. Not before.

Who should know inside my own company?

Most leaks do not come from the buyer: they come from inside. The more people know within your company, the sooner the market will know.

The minimum circle during phases 1 and 2 is the owner, the finance director if they are essential to prepare the information, and the adviser. No one else. Documentation is prepared outside the company's shared systems and under a project name, never under the real name.

The management team comes in once exclusivity has been signed, not before. At that point there is a single buyer and the manager has something concrete to listen to. How to communicate the sale to the team is something we develop in another article on the blog.

A practical detail: a sudden increase in requests to the finance department is the signal that first raises internal suspicions. It is worth justifying it with a credible reason that holds up over time, such as a review of bank financing or preparation for an audit.

How do you manage a site visit without raising suspicion?

The visit takes place late, outside working hours and with a cover story. These are the rules we give our clients:

• The visit happens in exclusivity, never with several buyers walking around the premises.
• It is scheduled on a Saturday, on a public holiday or at the end of the working day.
• Visitors introduce themselves as auditors, process consultants or quality certification technicians.
• They come without badges, without branded cars and without any corporate material from the buyer.
• They are accompanied by the owner or the adviser, never by a middle manager who will have to give explanations afterwards.
• No photographs are taken and no visible notes are made on the shop floor.

What do I do if the deal leaks?

Act the same day. Silence confirms the rumour, and a flat denial leaves you with no room to manoeuvre if the deal closes two months later.

The protocol we apply has four steps. First, a single voice: the owner or the adviser are the only ones who respond and everyone else redirects questions to them. Second, a single, sustainable message, along the lines of “we receive approaches regularly and we do not comment on transactions”. Third, proactive contact with the three or four key customers and employees before they hear it from third parties. Fourth, tracing the source and shutting down data room access for whoever leaked.

A leak does not force you to stop the process. It forces you to accelerate it, because the value of confidentiality has already been consumed and time starts working against you.

Is an off-market process worth it?

An off-market process approaches a handful of selected buyers instead of running an auction. It reduces leak risk to a minimum, but it has a measurable cost.

Criterion	Off-market process	Broad competitive process
Buyers contacted	A short, highly qualified selection	A broad list approached in waves
Leak risk	Low	High, and rising with every wave
Number of offers	One or two	Several
Pressure on price	Limited: you negotiate with no alternative	High: competition moves the price
Timeline	Shorter	Longer
When it makes sense	Highly recognisable company, concentrated sector, sensitive workforce	Company with several natural buyers and less exposure to rumour

Without competition between buyers you lose the main lever on price. At Capittal we decide the format together with the owner, based on the real damage a rumour would cause in their sector.

What is the next step?

Before designing the process it is worth knowing what the company is worth and who would buy it. Capittal prepares confidential valuations for owners in the 3 to 250 million euro range, without anything leaving the firm.

The conversation is handled directly by a partner, from any of our eight offices: Barcelona, Madrid, Girona, Lleida, Tarragona, Palma, Zaragoza and Valencia. If you then decide not to sell, not a single piece will have moved in the market.