Preparing owners for the exit process: key considerations

• Personal considerations

  • Discuss the strategic and personal reasons behind the sale

  • Clarify owner's goals, desired outcomes and timeline

  • Assist in weighing their options: full exit, continued ownership or passive role

  • Assess non-financial drivers: health, succession, lifestyle and strategic risk

  • Identify governance gaps: family dynamics, shareholder alignment and readiness

• What to expect: the M&A process and key owner considerations

  • Align shareholders on process, timing, roles and expectations

  • Plan for transaction costs

  • Help owners navigate market timing: cost of capital, deal activity, industry conditions and relevant micro and macroeconomic factors

  • Discuss regulatory, contractual, or sector risks that affect sellability

  • Set clear expectations: post-sale transition, earn-outs (if any) and other owner commitments

  • Align organizational design and personnel for an efficient sale proces

  • Stepping back: build the governance and delegation structures for owner independence

  • Discuss key SPA considerations: representations, warranties, indemnities and other components

• Extent of sale: minority, majority or full exit

  • Assist in scenario modelling: hold, partial sale or full exit and projected outcomes

  • Define minority sale and when it's appropriate (capital raise, strategic partner)

  • Define majority sale and when to consider it (control transfer, strategic buyer)

  • Define full exit and when it's appropriate (owner retirement, full liquidity, market conditions etc.)

  • Discuss financial implications for each option (price, control premium, earn-outs)

  • Discuss governance impact: board structure, veto rights, and reporting obligations

  • Assess operational control changes and impact on management autonomy

  • Post-deal roles for sellers (advisor, board member, employee)

  • Help owners identify the right buyer: PEs, strategics, family offices and management teams assessed by exit structure and objective

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Operational readiness and strategic positioning

• Review the existing strategic plan

• Reviewing the sales pipeline

• Review market positioning and branding

• Review client and vendor dependencies and key relationships

• Review organizational structure

• Management team strength, founder involvement and second-layer leadership

• Review the level of documented processes & standard operating procedures (SOPs): sales process, operations, finance close, HR onboarding, etc.

• Review technology & systems: are core systems modern, scalable, and well-documented

• Review resource alignment: people, technology, and capital requirements

• Review other considerations based on the situation

• Discuss competitive landscape: building a clear and defensible case for why the business wins

• Review of market size and growth rates

• Discussion on lifetime value (LTV) and customer acquisition cost (CAC)

• Review pricing strategy and discounting practices

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Financial readiness

• Review how general ledgers tie together with annual reports

• Review of normalized EBITDA

• Review of normalized net debt

• Review of normalized net working capital

• Review of budgeting

• Profitability assessment

• Assessment of recurring revenue and customer retention metrics

• Review of internal controls, accounting policies, and audit readiness

• Evaluate sales efficiency and cost-to-serve per channel

• Assist in identifying high-cost processes and automation opportunities

• Assess margin sensitivity to price, volume, and cost changes

• Review investment needs

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Valuation and key value levers

• Conduct simple valuation using DCF and precedent transactions or comparable companies

• Identify primary drivers of value in your business model

• Sensitivity analysis to show valuation under different scenarios

• Assess market multiples and buyer appetite in your industry

• Quantify effects of revenue growth, margin expansion, and risk reduction

• Define realistic expectation range and negotiation anchors

• Explore most preferred deal structuring and pricing options

• Assess valuation upside from strategic initiatives and operational improvements

• Growth levers: geographic expansion, new products, partnerships​

• Assess scalability of operations and margin expansion levers
   

Helping owners define a value creation strategy: growth opportunities and margin enhancement priorities

• Assist in communicating the strategy clearly

• Identify quick-win improvements and medium-term operational fixes

• Set clear, measurable objectives for revenue, margin, and cash flow

• Prioritize initiatives with high ROI and short payback

• Build a phased plan: quick wins, medium-term fixes, long-term investments

• Link each initiative to expected valuation impact and KPIs

• Define governance and reporting cadence for execution

• Outline necessary investments and potential financing options

• Establish success criteria and milestone-based review points

• Create a risk register and mitigation plans for each initiative

• Assist in preparing management for reporting and performance tracking

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Telling the right story: building a compelling equity story and exit narrative

• Develop a concise equity story that links strategy to value creation

• Highlight unique selling points, growth track record, and future potential

• Quantify revenue and margin drivers that underpin valuation

• Include market size, competitive advantages, and defensibility

• Create a buyer-focused narrative addressing likely objections

• Develop a credible 3–5 year financial projection aligned to the story

• Tailor the story to different buyer types (strategic, PE, family office)

• Align brand positioning with equity story and market messaging

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Due diligence preparedness

• Determine the preparedness of the information

• Review traceability across the business

• Identify key potential risks

• Provide guidance for organizing financial, legal, tax, commercial, and HR documents

• Prepare management to respond to diligence queries quickly

• Provide guidance on how to proactively address key risks

• Map potential deal-breakers (contracts, key-person dependencies)

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Exit strategy

• Considering all the above, determining criteria for exit

• Define minimum acceptable price and non-price deal terms

• Specify preferred buyer types and deal structures

• Identify key negotiation priorities (pricing, warranties, indemnities, etc.)

• Document contingency plans if the sale process stalls

• Provide guidance on selecting and briefing brokers or advisors

• Define fee structures and success metrics for intermediaries

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We'd welcome the opportunity to discuss your situation and answer any questions you might have.