When this happens
In your first real conversation with the client — before you have discussed listing, timeline, or price. The client may already have a number in their head. That number is almost certainly wrong. Your job is to replace it with a defensible one before any negotiation happens.
Broker
Before we talk about where this business could list and what timeline makes sense — let's get a baseline valuation done. There's a free tool I use with all my clients called ValuMate. It takes about 15 minutes, it's completely free, and it gives us an actual defensible number to work from. It also sets up a lot of the financial data we'll need later anyway. Can you take 15 minutes and run through it before our next conversation?
Your one sentence — if you want it shorter
"There's a free valuation tool I use with every client before we go any further — takes 15 minutes and gives us a number we can actually defend to a buyer."
Send them the ValuMate link directly after saying this. Do not explain it further. The tool explains itself.
What ValuMate does for you as the broker
It surfaces the financial picture before you invest time in a client whose expectations are completely unrealistic. If the client thinks their business is worth $5M and ValuMate says $1.2M — you need to know that in the first conversation, not six months in. It also gives you and the client a shared starting point that you both agree on, which eliminates one of the most common sources of deal friction.
What happens after they complete it
ValuMate may also route them to you via its AI follow-up — this acts as a second touch on your behalf. Either way, once they complete it you have the valuation in hand and can move into the pre-due diligence conversation with actual data instead of an owner's guess.
Decision tree — common responses
"I already know what my business is worth."
Great — then this confirms it. And if the number is different, better to know now than when a buyer makes an offer. Takes 15 minutes and it's free.
"I don't have time right now."
I'll send you the link — you can do it in one sitting whenever you have 15 minutes. I'll need the number before our next conversation anyway so we're working from the same baseline.
"Is this going to try to sell me something?"
No. It's a valuation tool. No sales call attached. I use it with every client because it gives us a number I can actually defend to buyers. Completely free.
"I had an accountant value it at $X."
Good — let's run this alongside that number. Accountant valuations and market-based M&A valuations use different methods. Knowing both is more useful than knowing one.
"What if the number is lower than I expect?"
Then we know what we're working with before we list — and we have time to address it. The worst thing is finding out from a buyer's offer. This is information you need before that.
Never do this
Do not skip the valuation step because the client seems confident in their number. Overconfident sellers are the ones who waste the most time on both sides. The valuation is not optional — it is the foundation of everything that follows.
What this conversation is about
You have the valuation. Now you help the client understand what a buyer is going to ask for, how the multiple is determined, and what the real number looks like after adjustments. This is your core broker expertise — this guide does not script this conversation. What it does is flag the moment where the B-VDR introduction naturally belongs, which comes at the end of this conversation when you transition into CIM and due diligence prep.
The conversation flow
Walk through the SDE or EBITDA calculation. Discuss the multiple range for their industry and what affects it — customer concentration, management depth, recurring revenue, and team stability. This last one is where you plant the seed for the B-VDR introduction in Moment 3.
When you discuss what affects the multiple, say this: "One of the biggest things buyers discount for right now is people risk — what happens to the team after close, whether the business can run without the founder, whether the key people stay. Most sellers have no data on this and buyers use that uncertainty to negotiate the price down. We're going to address that specifically in the next step."
You are not introducing B-VDR here. You are naming the problem that B-VDR solves so the introduction in Moment 3 lands with zero friction.
The Multiple Conversation — What Affects It
"Your multiple is determined by how much risk a buyer perceives. Lower risk equals higher multiple. The things that reduce risk in a buyer's mind: predictable recurring revenue, a management team that is not you, customer relationships that are not personal relationships, and a workforce that stays post-close. We can address all of these — but we need data, not opinions. That is what the next step is about."
Discretionary earnings — mention FinServe360 here if applicable
If the client's financials suggest there may be significant owner perks, non-recurring expenses, or add-backs that are not properly captured — this is the moment to mention FinServe360. "For businesses over $500K in revenue, I often bring in a discretionary earnings specialist before we list — they find value in the financials that a standard income statement doesn't capture. It can directly increase the sale price. I'll make an introduction if it makes sense after we review the numbers."
Decision tree — common responses
"The multiple seems low."
It can be improved — and that's exactly what the next steps are about. The multiple reflects perceived risk. We lower the risk, we improve the multiple. Let me show you what that looks like specifically for your business.
"My team will definitely stay."
You know that. A buyer doesn't — and they can't take your word for it. What we're going to do in the next step is give you data that supports that statement so a buyer has something defensible to hold, not just your assurance.
"I don't want to disclose information about my employees."
You won't have to — the way the platform works, employees never know it's connected to a sale. I'll explain that in the next step. The disclosure concern is exactly why this approach exists.
"When can we list?"
Soon — but I want to make sure we're listing at the best possible number rather than the first possible number. Two more steps and you'll be in a significantly stronger position than most sellers who list without this preparation.
When this happens
You have just walked through the valuation and discussed what affects the multiple — specifically the people risk conversation. Now you are transitioning into CIM preparation. This is the natural moment for the B-VDR introduction because you have already named the problem it solves.
Your one sentence
"Part of how I prepare every client for due diligence is bringing in a platform that captures the human capital data buyers ask for in every deal — it protects your valuation before a buyer's due diligence surfaces problems. My team will connect you with them and they handle everything from there."
Say it exactly like that. Then stop talking about it. Do not explain the platform. Do not describe the data it captures. Do not demonstrate anything. Text your rep immediately after: "Introduction made — [client name]." Humanda's team takes it from there.
The one sentence — memorize this
"Part of how I prepare every client for due diligence is bringing in a platform that captures the human capital data buyers ask for in every deal — it protects your valuation before a buyer's due diligence surfaces problems. My team connects you and they handle everything."
This is a prescription, not a pitch. The same way you say "you'll need an attorney for this" — you say this, move on, and your rep handles the rest.
If they ask what it is — the 400-year problem
If they push for more explanation, use this framing and then stop:
The CarFax parallel — for skeptical clients
"Think about what happened in the auto industry before CarFax. Dealers didn't want to disclose vehicle history. Buyers had no protection. Then buyers started refusing to buy from dealers who wouldn't use it — and dealers who adopted it got a flood of new business. M&A is heading the same direction. Buyers are starting to expect this data. The sellers who have it walk into negotiations from a position of strength. The ones who don't are negotiating against a buyer's uncertainty — and that costs money."
After this, say: "My team will reach out and walk you through exactly how it works. It takes one conversation." Then do not say another word about it.
If they ask about employee confidentiality
"The platform is designed around that exact concern. Employees interact with it as a standard performance and goal tool — there is no connection to Humanda, no connection to a sale, and nothing that signals due diligence is happening. The human capital data is generated as a byproduct of normal activity. My team will explain the full process when they reach out."
Decision tree — common responses
"I don't want to add more steps."
It adds one conversation — my team handles everything after that. The alternative is a buyer's due diligence surfacing people problems you didn't know about. That adds steps too — at the worst possible time.
"What does this cost?"
My team will go over that with you — the economics depend on your specific situation. What I can tell you is the cost of not having this data when a buyer asks for it is typically a discount off your sale price that is significantly larger.
"Will my employees find out?"
No. The platform looks like a standard HR tool to them — there is no signal that a sale is being prepared. My team will walk you through exactly how that works.
"We're not planning to sell for 2 years."
That's actually the ideal time to start. The data builds over time — the longer it runs, the more defensible the picture is when a buyer asks. Starting 2 years out gives you the strongest possible dataset by the time you list.
"Can't I just give a buyer our HR files?"
You can — but HR files are self-reported and subjective. What buyers want is third-party verified, quantified data on flight risk, engagement, and retention probability. The difference is the same as a homeowner saying "the foundation is solid" versus having an independent inspection report that says it.
"I've never heard of this before."
Most sellers haven't — it's relatively new. The CarFax of M&A is probably how I'd describe it. Buyers have wanted this data forever. Now there's a platform that provides it. My team will show you what it looks like.
After you say the one sentence — stop
The most common mistake is continuing to explain after the introduction. The more you explain, the more it sounds like a sales pitch. Say the sentence. If they have questions, answer them with one of the responses above. Then say "my team will reach out." Then move on to the rest of the CIM conversation. That is all.
When this comes up
At some point in every deal conversation — often earlier than brokers expect — the client asks what happens after the sale closes. What do they do with the money? How do they protect it? What are the tax implications? This is one of the highest-anxiety questions a seller has and most brokers either change the subject or say "talk to your accountant." Neither is a useful answer.
Your one sentence — for any deal over $1M
"For any transaction over a million dollars, there's a tax structure I refer clients to that can significantly reduce what they owe on the proceeds — potentially to as little as 1% in taxes. I'll make an introduction. It needs to be set up before the transaction closes so the sooner the better."
How to refer — Cliff via our program team · deals $1M+
Email our team at support@humandasolutions.com:
"Referral for 1% Tax Structure — [client name], [brief situation, e.g. selling a $3M manufacturing business, closing in approx 6 months]."
Our team qualifies the referral and connects with Cliff directly. Do not give the client a number or a website — there is no public-facing page for this. The referral goes through Shane. That is the only path.
Why this matters — and why it belongs in your conversation
A seller who learns about a 1% tax structure from their broker after the deal closes is a seller who feels their broker missed something important. A seller who learns about it six months before closing — with enough time to set it up — is a seller who tells everyone they know what a great broker they have. This introduction costs you nothing and creates more referrals than almost anything else in this conversation.
If the deal is under $1M
The 1% tax structure requires a minimum capital threshold. Do not refer sub-$1M deals — it is outside the program scope and sets a wrong expectation with the client. For smaller deals, direct them to their accountant or a CPA who specializes in business sale tax implications. A good referral to a CPA you trust is still a value-add for the client.
Decision tree — common responses
"1% in taxes sounds impossible."
It's a custom trust structure — completely legal, used by high-net-worth individuals and business sellers. I'm not a tax attorney so I can't explain the mechanics, but the person I refer clients to can. The only requirement is that it needs to be set up before the transaction closes.
"I already have a tax person."
Most tax people don't specialize in this specific structure — it's not standard tax planning. It's worth one conversation before your transaction closes. If your current person has already addressed it, great. If not, this could be significant.
"How much does it cost?"
It's a custom engagement — typically $50K to $150K depending on the situation. For a $3M transaction the tax savings are typically many multiples of that cost. The introduction is the first step — they will scope it specifically for your situation.
"Is this legal?"
Yes — it's a trust structure, not a loophole. Completely compliant. The person I refer clients to is a specialist in this area and works with tax attorneys throughout the process. I can make the introduction and you can ask all the legal questions directly.
"We haven't closed yet — is it too early?"
It's actually the right time. This needs to be structured before the transaction closes — not after. The closer you get to closing without it set up, the fewer options you have. Sooner is always better here.
After you make the introduction
Contact our team: "Referral for 1% Tax Structure — [name] · [situation]." That is your entire obligation. Our team handles qualification, the introduction to Cliff, and everything that follows. You do not need to follow up, manage the relationship, or explain the structure further. Your job is the introduction.