How to Sell a Private School: The Practical Guide

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How to Sell Your Private School in the U.S. or Canada: The Practical Guide for 2025

A successful school sale starts 3–6 months before market with clean financials, enrollment stability, regulatory readiness, and a clear plan for real estate. Run a structured yet confidential process, set valuation around adjusted EBITDA and asset context, negotiate working capital and deferred revenue early, and keep staff and community communications tight. HEG advises owners across K-12, boarding, ESL, and career colleges to maximize value and close smoothly.

Who We Are

Halladay Education Group (HEG) is an M&A advisory firm specializing exclusively in private education across North America. Our companion site, Buying and Selling Schools, features live opportunities and buyer resources. Together, we guide owners from readiness through close, and we support qualified buyers through tailored buy-side engagements.

What buyers actually underwrite

  1. Earnings quality: Adjusted EBITDA, seasonality, and sustainability.

  2. Enrollment resilience: Retention, waitlists, domestic vs. international mix.

  3. Program strength: Differentiation, outcomes, accreditation.

  4. Regulatory standing: Licenses, approvals, inspection history, change-of-control path.

  5. Real estate: Ownership or lease, condition, CAPEX, and OpCo/PropCo options.

  6. Leadership continuity: Second-line bench, transition plan, and the founder’s role.

Valuation basics for schools

  • Core method: Adjusted EBITDA x market multiple, then reconcile to asset base and growth outlook.

  • Range drivers: Program mix, margin quality, enrollment stability, regulatory risk, and property.

  • Real estate: Consider sale-leaseback or keeping PropCo to optimize after-tax proceeds.

  • International exposure: Attractive when diversified and compliant, but concentration requires a plan.

Working capital and deferred revenue

Lock this down early. Tuition deposits and deferred revenue can become flashpoints if left to the end. Define:

  • Target working capital methodology and measurement date.

  • Treatment of deposits/deferred revenue at close.

  • AR/Collections cadence through transition.

Your 120-Day Preparation Plan

Day 0–30: Readiness

  • Normalize financials; build an EBITDA bridge and monthly trends.

  • Verify all licenses and accreditations; map the change-of-control steps.

  • Decide on real estate: sell with the business, keep and lease, or sale-leaseback.

  • Prepare a tight data room index and confidentiality workflow.

Day 31–60: Positioning

  • Draft a CIM with enrollment, program outcomes, and regulatory status.

  • Build a 12- to 24-month forecast tied to tangible drivers.

  • Prepare a communications framework for staff and parents.

Day 61–90: Go to market

  • Run an outreach program to qualified strategic operators and select investors.

  • Manage NDAs, Q&A, site visits, and management sessions discretely.

  • Request non-binding indications and filter for close-ability.

Day 91–120: Deal selection and confirmatory diligence

  • Negotiate headline price, structure, and working capital.

  • Address deferred revenue and deposits in the SPA schedule.

  • Keep closing checklists aligned with licensing change-of-control timelines.

Earn-outs, holdbacks, and continuity

  • Earn-out: Useful to bridge growth narratives; define simple metrics you actually control.

  • Holdback/RWI: Balance reps exposure with either a holdback or insurance where available.

  • Management continuity: If you plan to exit, establish interim leadership and knowledge transfer.

Communications that protect value

  • Keep the circle tight until signing.

  • Stage announcements after key milestones.

  • Prepare answers for parents, faculty, and partners that emphasize continuity of mission and quality.

When to consider a minority investment instead of a sale

  • You want growth capital for facilities, new programs, or expansion.

  • You prefer to de-risk while keeping control.

  • You need a strategic partner’s operating expertise before a full exit.

How HEG Can Help

  • Sell-side advisory: Valuation expectation, packaging, buyer outreach, negotiation, diligence, and close.

  • Buy-side mandates: For qualified operators and investors, we source and qualify targets that match strategy and licensing requirements.

  • Cross-border capability: U.S. and Canadian transactions, with province/state licensing paths mapped at the outset.

FAQs

How long does a sale take? Typically, the process takes 4–8 months from readiness to close, depending on regulatory steps.

Do I need to sell my property with the school? Not necessarily. Many owners retain PropCo and lease it to the buyer.

What multiple can I expect? It depends on EBITDA quality, program mix, enrollment resilience, and regulatory risk. Speak with us for current ranges in your niche.

Will my staff and families find out? Not if you manage process design and communications properly. We maintain strict confidentiality until the right moment.

Next step

If you are considering a sale in the next 6–18 months, or if you are an operator or investor planning a disciplined buy-side program, contact us for a confidential discussion.

Phone: 1-800-687-1492
WeChat: dhalladay
WhatsApp: 604.868.0002
Email: info@halladayeducationgroup.com