Preparing your business sale on a 12-month horizon: the checklist acquirers expect

When an executive comes to us with a 12 to 18-month sale project, the question that always comes up is: “where do I start?”. The answer is not in an Excel model — it is in a rigorous sequencing of workstreams, because the order in which you tackle them determines either a premium or a discount on the exit multiple.

Here is the order in which we systematically sequence an Exit Readiness journey.

Months 1-2: clean up the P&L

A serious acquirer’s first reflex is to normalise your EBITDA. Anything non-recurring, atypical, or linked to your personal situation as an executive must be isolated and documented:

• Executive compensation above or below market
• Family expenses passed through as professional expenses
• One-off provisions (litigation, restructuring)
• Commercial one-shots (large non-recurring contract)

Without this work, the acquirer does it themselves, to your disadvantage. With this work, you drive the conversation around a normalised EBITDA that you have already argued for.

Months 2-4: secure the top 5 clients

If your 5 largest clients represent over 40% of revenue, your concentration risk is a major discount trigger (typically -15% to -25% on the multiple).

Three actions:

1. Renew framework contracts with the 5 largest clients for 2-3 years, with continuity clauses in case of shareholding change.
2. Broaden the base: targeted commercial push on ranks 6-15 to bring concentration below 30%.
3. Document the relationship beyond the executive — an acquirer wants to see that the client values the company, not your personal address book.

Months 3-5: delegate key accounts

This is the test every PE investor will run: “What happens if the executive takes a 6-month sabbatical?”. If the answer is “revenue collapses”, your exit price is already capped.

The counter-move is to transfer the strategic commercial relationship to a second operational line during the 6-12 months preceding the sale. You stay in the loop, but you are no longer driving the account day-to-day. This shift is visible in CRMs and commercial committee minutes — the acquirer will see it.

Months 4-6: clean up the balance sheet

Three technical workstreams that acquirer bankers look at first:

• Shareholder current accounts: repaid or converted to equity
• Client provisions: recalculated using an age + risk reference framework
• Inventory and working capital: internal audit to eliminate dormant stock or uncollectible receivables

A balance sheet presented raw to an acquirer always contains 5-15% of “noise”. You can remove this noise yourself, or let the acquirer discover it and use it as a downward negotiation argument.

Months 6-9: build the information memorandum

This is the document the acquirer will read first — often the only one they will read before the meeting. It must be structured, dense, and decision-oriented. No sales brochure, no fluff.

Typical content:

• Sector overview and your positioning
• 3-5 year normalised financial history
• 3-year business plan with traceable assumptions
• Top 10 clients and contract structure
• Key team and transmission plan
• Identification of value levers still to activate

A good memo is 25-40 pages. Beyond, you drown the information; below, you give the impression of hiding topics.

Months 9-12: source the right acquirers

Three families of acquirers to distinguish because they pay differently:

Family	Typical multiple	Logic
Industrial competitor	EBITDA × 5-7	Cost synergies, market access
Adjacent industrial	EBITDA × 6-8	Diversification, channel access
PE fund (LBO)	EBITDA × 6-9	20-25% target IRR, debt leverage

The worst strategy: sending the memo to everyone at the same time. The best: identify 8-12 precise targets, qualify their appetite off-radar, then launch a structured process with 4-6 of them.

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What this sequencing enables

When an executive arrives at the negotiation table with these 6 workstreams handled:

• The normalised EBITDA is argued, not suffered
• Client concentration is defused as an objection
• The executive risk is neutralised
• The balance sheet is clean, the acquirer banker finds no bad surprises
• The memorandum structures the conversation
• The acquirer shortlist creates real competition

The result is measured in the final multiple. Over the past 12 months, we observe sale price gaps between +15% and +40% between an executive who has done this work and one who presents their company “as it is”.

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Key takeaway: a sale is not a 3-month event, it is a 12 to 18-month project. The technical work of months 1-6 produces the premium you will collect at month 18. Conversely, the absence of this work produces the discount you will regret for 10 years.

If you are considering a sale on this horizon, our Exit Readiness Package is calibrated on this exact sequencing (Valuation + Acquirer LBO Model + Strategic Diagnostic to identify levers to activate before listing).