Pre-Sale Preparation

The case for early preparation

The most common source of value destruction in a sale process is not a bad market or a shortage of buyers. It is a business that enters the market unprepared.

Buyers and their advisers will scrutinise the earnings record, the customer base, the contractual arrangements, the management team and the quality of the financial information. Where they find problems, they reduce their offers. Where they find serious problems, they withdraw.

Pre-sale preparation identifies and addresses these issues before they affect price or deal certainty.

What preparation involves

Financial clarity. We work with management to establish a clear, defensible earnings basis. EBITDA needs to be accurate, clearly presented and capable of withstanding scrutiny. Normalisation adjustments need to be properly documented. Management accounts and historic financials need to be in order before a buyer's accountants begin their review.

Customer and contract analysis. Customer concentration, contract terms, renewal history and revenue quality are among the first things buyers assess. We identify concentration risks and work with management to address them — or to present them in the most favourable credible context.

Management depth. Buyers price in key-person dependency. Where the business is reliant on one or two individuals, that dependency needs to be addressed, mitigated or clearly explained before the process begins.

Operational structure. Property arrangements, IT infrastructure, group structure and subsidiary relationships all carry risk in a sale process. We identify and address structural issues before they surface in due diligence.

Shareholder objectives. What does the seller actually want? Price, timing, deal structure, the future of the management team, operational continuity — all of these affect which buyers to approach and what terms to target. We establish this clearly at the outset.

When to start

The answer is earlier than most owners expect. Meaningful preparation takes time. Some issues can be addressed in weeks; others require months of groundwork. Beginning preparation too close to the intended sale date limits the options and compresses the timeline.

We work with owners at any stage — including owners who are 12-24 months from a sale and want to maximise the value of their business before they go to market.

The result

A business that has been properly prepared goes to market with a credible earnings story, a clean data room and a clear answer to the questions buyers will ask. That preparation translates directly into better offers, fewer conditions and higher completion certainty.