Deals Are Taking Longer in 2026 — Preparation and Competition Are What Protect Your Price
Introduction
Ray had built the yard over the better part of thirty years. It started with one tipper and a rented corner of a farm. By the time he was thinking about slowing down, it was a permitted recycling site taking in construction and demolition waste, a crushing and screening line turning that waste into recycled aggregate, a fleet of tippers running it out to contractors across the county, and a workshop keeping the lot on the road. He knew every driver's name and every customer's quirks. He held the relationship with the environment regulator in his own head, scheduled the haulage off the back of an envelope, and signed off every invoice over a few hundred pounds.
The approach came on an ordinary Tuesday. A larger regional group had been watching the business and liked what it saw. Their man named a figure over coffee — close enough to fair that Ray's stomach turned over — and said the words that sound like a kindness: no need to go to market, no need for a circus, we can keep this quiet and get it done.
Eight months later the deal was still not done. And the figure on the table was no longer the one from the coffee.
The Number That Arrives Unannounced
The unsolicited approach is the most flattering moment in a founder's working life, and one of the most dangerous. Someone has decided your business is worth buying. The temptation is to grab the certainty: one buyer, one conversation, no disruption, no brokers, no parade of strangers through the yard.
The cost is hidden in what you give up. The moment you agree to deal with one buyer alone — to grant them exclusivity, a period when you contractually agree to talk to no one else — you have handed over your only source of pressure. From that point the buyer sets the pace. And in 2026, the pace is slow.
Founder Insight: "The exclusive period is lonely." Once you've shaken hands on a single buyer and shut the door on everyone else, every week of delay is a week you sit and take. There's no one else in the room, no alternative to walk towards, and the buyer knows it. Owners describe it as the quietest, most powerless stretch of the whole sale.
Action step: Before you respond to any approach, decide nothing about price. Decide only whether you are willing to run a proper process, or whether you'll let one buyer set the terms. That single choice shapes everything that follows.
Why the Goodbye Is Getting Longer
The market has changed shape, and Ray was caught by the change. UK deal activity in the opening quarter of 2026 followed a volume down, value up pattern: overall deal volumes fell by around 30% year-on-year, while total disclosed value rose by around 36%, lifted by a jump in the largest transactions. Fewer deals are completing, and the ones that do tend to be larger and better funded.
Two findings matter more to an owner-managed business than that headline. First, the smaller end of the market has held up — the core SME segment still accounts for a significant share of activity by volume, with deals concentrated in the sub-£10m range. There is a market for a business like Ray's. Second, and here is the catch, buyers are taking longer. Market reporting points to more extensive buyer due diligence — the detailed inspection of a business before a buyer commits — stretching the gap between a deal being announced and being completed, with a more cautious approach to execution.
Corporate-finance commentary on the year is blunt about what stalls deals. Transactions where the quality of earnings is unclear, where the financial information is under-prepared, or where the seller's price expectation is out of step with the evidence are the ones that pause, drift, or fall away. A cautious buyer in a selective market does not walk away on day one. They keep asking questions, and they let time do the negotiating for them.
The length of your sale is partly within your control. A business that answers questions before they're asked completes faster, and at a firmer price, than one that improvises.
What a Slow Diligence Does to an Unprepared Seller
When diligence drags, three things happen to a seller who isn't ready for it.
Momentum dies. Each unanswered question becomes a delay, and delays compound. A process that should take months starts measuring itself in quarters.
Doubt grows. Every gap a buyer finds — a contract that can't be located, a cost adjustment that can't be evidenced — makes them wonder what else is missing, and they price that uncertainty in.
And your position weakens. Once a buyer senses you are committed, tired, and out of alternatives, the conditions are set for a re-trade — a reduction of the agreed price late in the process. It is the most common and most avoidable injury in a private-company sale, and a long diligence is its natural habitat.
Where an Owner-Run Yard Gets Exposed
A business like Ray's is full of value and full of trapdoors, and a long diligence finds every one. The buyer's advisers have months, and they use them.
The first pressure point is Ray himself. In an owner-run operation, the founder often is the business — the customer relationships, the regulatory knowledge, the pricing judgement and the maintenance know-how all live in one head. Buyers call this founder dependency, and they price the risk of it leaving with the cheque.
🚩 Diligence Flag: "You are the business." A buyer will probe how much of the operation runs through the owner. If the answer is "most of it", they will either discount the price to cover the risk of you walking out the door, or tie a large slice of the money to an earn-out — part of the price paid later, only if the business hits agreed targets after the sale. Either way, value you thought was banked becomes conditional. Start handing real responsibility to your managers a year or more before you sell, and document who does what.
The second is the permit. An environmental permit does not pass to a new owner with the keys — it's tied to the operator, not the site. Moving it needs the Environment Agency's consent, and that consent turns on the buyer proving they are a competent operator, with the right technical, financial and compliance credentials. The Agency aims to decide within around two months, longer for complex sites, and until it does, you remain the legally responsible operator. Discover all this during a buyer's diligence and it becomes a late scramble that can stall the deal or worse.
🚩 Diligence Flag: "The permit doesn't just transfer." A waste permit moves only when the regulator is satisfied the buyer is a competent operator, and the seller stays legally responsible until that consent comes through. Vet a buyer's regulatory standing as closely as their funding, build the transfer timeline into the deal, and make the permit transfer a condition of completion — so it's a planned step, not a late surprise that stalls the sale.
The third is concentration. If a single council framework or one big contractor accounts for a large share of the gate income, a buyer sees fragility — customer concentration, too much revenue tied to too few customers. The fourth is the quiet one: the add-backs. Owner-run businesses run personal costs and below-market owner wages through the accounts, then add them back to show the true profit. Every add-back is a claim, and a buyer's accountant treats claims as things to disprove.
🚩 Diligence Flag: "Prove the profit." Add-backs — costs stripped out to show what the business really earns under a new owner — only count if you can evidence them. Unsupported ones get rejected, the normalised profit (the sustainable, adjusted figure a buyer actually values) drops, and because price is a multiple of that profit, every pound you can't prove costs you several pounds of value. Build the evidence file before the buyer asks, not after.
The Quiet Power of More Than One Buyer
Here is what Ray learned too late, and what changes the whole picture if you learn it early: the strongest protection against a slow, grinding diligence is having somewhere else to go.
Different buyers want different things, and they pay for different things:
- A trade buyer — a larger operator in the same sector — pays for your tonnage, your permitted site and your customer book, because bolting it onto their network removes a competitor and adds volume overnight.
- A private-equity-backed buyer running a buy-and-build — combining smaller businesses into a larger group through bolt-on acquisitions — pays for a platform and a management team that can run without you. Bolt-ons have made up over half of recent private-equity activity, so this buyer is more common than many owners expect.
- A strategic or adjacent buyer, such as a materials or quarrying group, pays for the recycled product line and a foothold in your patch.
- A management buyout — your own team, backed by a lender — pays you in a different shape again and keeps the business in familiar hands.
Run those buyers one at a time and you never find out who values your business most. Run them in parallel, as a properly managed competitive process, and three things follow. You discover the buyer for whom your business is worth the most, because their reason to buy is the strongest. You create genuine competition, which holds the price up. And, most useful when diligence drags, you keep an alternative alive — so if one buyer slows down or tries to chip the price late on, you are not trapped. You turn to the next.
Founder Insight: "Competition does the arguing for you." Founders dread the haggling. The relief of a competitive process is that you barely have to do it — the presence of a second and third buyer makes your case far better than you could make it alone. The pressure that one buyer was applying to you, you are now quietly applying back.
Action step: Even if an unsolicited offer is genuinely attractive, don't accept exclusivity before testing whether other credible buyers exist. A few weeks of quiet, advised market-testing rarely loses you the original buyer, and it transforms your standing with them.
Getting Ready So the Long Goodbye Works for You
A competitive process across several buyer types sounds like more exposure, more scrutiny, more risk. It is the opposite, but only if the business is ready. You cannot put a half-prepared yard in front of four sets of advisers and survive. The same readiness that shortens a single buyer's diligence is what makes a multi-buyer process possible at all. Work through six areas well before going to market:
- Normalised earnings. Establish the true, sustainable profit and evidence every adjustment. Unsupported add-backs get struck out, and since price is a multiple of profit, each one lost costs you several times over.
- The data room. Build the organised set of documents a buyer's team examines — accounts, contracts, permits, asset registers, employee and pension details, litigation history — before launch, not during. A complete data room is the clearest signal a buyer gets that the rest of the business is in order.
- Founder dependency. Move real relationships and decisions to your managers a year or more ahead, so a buyer isn't pricing the risk of the business losing its central figure.
- Customer concentration. Where too much revenue sits with too few customers, address it honestly — lengthen contracts, broaden the base, or at least be ready to explain the stability behind the numbers.
- Legal, permits and contracts. Surface what a buyer will find: licence or permit transfers that need consent, change-of-control clauses, any environmental or property liability on the site. Known steps are manageable; late discoveries hand the buyer a stronger position.
- Management information. Be able to produce timely, accurate monthly figures. A buyer trusts a business that knows its own numbers, and distrusts one that takes weeks to answer a basic question.
Each item does double duty. It shortens diligence, and it makes a multi-buyer process possible. The preparation that protects you from a slow sale is the same preparation that lets you run a competitive one.
Running a Competitive Process When Diligence Is Slow
Preparation lets you go to market with more than one buyer; managing the process well is what keeps them honest through a long diligence. A few principles hold.
Keep buyers progressing on a shared timetable, so no single party assumes it has unlimited time. Stage the disclosure of sensitive information, so commercially valuable detail is released as buyers show they are serious. And keep at least one credible alternative engaged until the contract is signed — not announced, signed. The cost of holding a back-up buyer warm is small against the cost of a re-trade you couldn't refuse.
None of this means treating buyers as adversaries. A well-run process is straightforward and professional, and good buyers respect it. The aim is to enter the long diligence period with your position intact, rather than surrendering it for a quiet life.
Conclusion
Ray's deal did eventually complete, at a figure below the coffee-table number and with more of it tied to his staying on than he ever wanted. The business was sound. The preparation was not, and the single buyer had all the time in the world to find that out.
For a prepared seller, a slower market still works. The deals are there, particularly at the SME end, and buyers will still pay full value for a business that stands up to scrutiny. What the market punishes is improvisation — going to market unready, accepting one buyer's exclusivity, and discovering the problems at the same moment the buyer does.
If you are within a few years of selling, the work that protects your price is the work you do now, before anyone makes an approach: getting the business ready to withstand hard questions, and keeping yourself free to let more than one buyer answer them. That is where we help — founder-side, ahead of the process, on your side of the table. If you'd like to understand how ready your business is for the questions a buyer will ask, that's the conversation to start.
Sources referenced include UK corporate-finance market reports and deal data, 2025–2026.
About Exit Strategy & Solutions
Exit Strategy & Solutions is a specialist advisory firm helping UK SME owners build optionality, maximise value, and reduce risk through strategic exit planning and execution.
Our approach combines deep market intelligence, strategic positioning expertise, and an unwavering focus on protecting your interests at every stage.
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Disclaimer
This article is provided for informational purposes only and does not constitute legal, tax, or regulated investment advice. Examples cited are based on composite scenarios for illustrative purposes. Exit Strategy & Solutions is not responsible for decisions made based on information in this article.
