Exit Planning
Master the exit process from preparation through post-close. Valuations, deal structures, EBITDA recasting, tax optimization, due diligence survival, and managing wealth after a liquidity event.
How to Value a Small Business When There Are No Comparables
Five practical valuation methods for small businesses: EBITDA multiple, revenue multiple, discounted cash flow, asset-based, and the buyer reality test. With worked examples and ho
Installment Sales: How to Defer Exit Taxes Legally Over Multiple Years
Installment sales under IRC Section 453 let you spread capital gains recognition across multiple tax years, potentially saving hundreds of thousands in taxes on a single exit.
Quality of Earnings: What the QofE Report Reveals and How to Prepare for It
The QofE report is the single most important document in buyer due diligence. It either validates your EBITDA or destroys your valuation. Running a sell-side QofE first gives you c
Working Capital Adjustments: The Number That Changes Between Signing and Closing
Working capital adjustments are where 5-15% of deal value gets negotiated after the headline price is agreed. Most founders do not understand this mechanism until closing day.
When the Best Exit Is Not Selling: Dividends, Recapitalisation, and Holding
When annual distributions exceed 5% of the offered purchase price, the mathematics favour keeping the business. Dividend recaps and building for optionality.
Managing Wealth After a Liquidity Event: The First-Year Playbook
Do nothing for 90 days. Assemble a wealth team. Separate operating capital from investment capital. Avoid the common post-exit financial mistakes.
The Psychology of Selling Your Company: Identity Loss and What Comes After
The emotional dimension founders underestimate. Identity loss, grief, sudden wealth syndrome. Plan for the psychological transition before the financial one.
Small Business Exits Under $10M: What Is Different and What Still Matters
Most exits happen at this size. SBA-financed buyers, SDE vs EBITDA, owner-operator transition. Typical multiples: 3-5x SDE.
SaaS Exit Multiples: What Drives Valuation for Recurring Revenue Businesses
ARR multiples vs EBITDA multiples. Rule of 40. NRR above 115% triggers premium multiples. Below $5M ARR, buyers revert to EBITDA valuation.
Telling Employees About the Sale: When, How, and What to Expect
Get communication wrong and key people leave during diligence. Get it right and they become champions. Legal constraints, timing, and retention strategies.
Handling Unsolicited Acquisition Offers Without Leaving Money on the Table
An unsolicited offer is a signal, not a timeline. How to evaluate, respond, and either engage or defer. Never negotiate from weakness.
The Two-Year Exit Countdown: A Quarter-by-Quarter Preparation Timeline
24-month roadmap: months 1-6 assessment, 7-12 remediation, 13-18 positioning, 19-24 execution. Start preparing today whether selling in two years or ten.
Asset Sale vs Stock Sale: How Deal Structure Affects Your Take-Home
Deal structure can swing net proceeds by 5-15%. Buyers prefer asset sales for the tax step-up. Sellers prefer stock sales to avoid double taxation.
QSBS: The Most Valuable Tax Provision Most Founders Miss
Section 1202 Qualified Small Business Stock can exclude up to $10M or 10x basis from federal capital gains. Must be structured correctly before exit.
Due Diligence Survival Guide: What Buyers Investigate and How to Prepare
Financial, legal, commercial, technology, and HR diligence workstreams. Every risk discovered during diligence becomes leverage for price reduction.
The Confidential Information Memorandum: How to Write a CIM That Sells
The CIM is your company's first impression on potential buyers. Structure, content, and what to leave out. Investment thesis backed by data.
How to Create Competitive Tension in Your Exit Process
Running a structured sale process with multiple interested parties drives up price by 20-40% compared to single-buyer negotiation.
Earnouts, Escrows, and the Money You Might Never See
The 30-44% gap between headline price and what hits your bank account. Escrow holdbacks, earnout structures, working capital adjustments, and seller notes.
The PE Rollover: How the Second Bite Can Double Your Exit Returns
PE acquisitions involve retaining 20-40% equity for the second exit. Lower cash at close but potentially higher total returns over 3-5 years.
Strategic vs Financial Buyers: How to Choose and What Each One Means for Your Exit
Strategic acquirers offer 90-100% cash at close. PE firms offer 60-80% with rollover equity. The second bite can double total returns.
Reducing Founder Dependence: The Twelve-Month Roadmap to a Sellable Business
Founder dependence is the most common value destroyer under $50M. The typical penalty: 1-2 full turns of EBITDA. The two-week absence test proves progress.
Customer Concentration Risk: How It Destroys Exit Value and How to Fix It
If a single customer represents more than 15% of revenue, expect a multiple discount. Over 40%, many buyers walk away entirely. Remediation takes 12-24 months.
Building a Data Room That Closes Deals: The Seven-Category Framework
Corporate, financial, customers, legal, HR, technology, and operations. 40-80 hours over 4-8 weeks. A complete data room accelerates diligence by 2-4 weeks.
The Metrics That Move Exit Multiples and How to Improve Them
NRR, gross margin, CAC payback, and customer retention are valuation levers, not reporting tools. Track monthly, improve deliberately, present the trend.
The EBITDA Bridge: How to Recast Your Financials and Add Millions to Your Valuation
Five EBITDA adjustment categories that translate reported income into true earning power. At 6x multiple, every $100K add-back creates $600K in enterprise value.
How Buyers Actually Price Private Companies: The Three Valuation Frameworks
EBITDA multiples, revenue multiples, and DCF analysis. When each applies, what drives multiples up and down, and the size premium effect.
What Makes a Company Worth Buying: The Seven Pillars of Exit Readiness
Buyers evaluate seven dimensions: financial clarity, revenue quality, unit economics, operational independence, legal cleanliness, growth trajectory, and defensibility.
The Six Exit Paths Every Founder Should Understand Before Selling
Strategic acquisition, PE rollover, IPO, secondary sales, MBO/ESOP, and keep-and-distribute. Each path has different economics, obligations, and suitability.
Why Most Founders Leave Money on the Table When Selling Their Company
70% of founders spend no time on exit planning. The cost: lower valuations, worse deal structures, and avoidable tax burdens. Exit is a 24-month process, not an event.