Exit-Ready in 90 Days: The Seller's Preparation Playbook

The founders who get disappointing acquisition outcomes rarely have bad businesses. They have poorly presented ones. A buyer's confidence — and therefore their offer — is built almost entirely on how much uncertainty they feel going into the deal. Your job in the 90 days before listing is to systematically remove that uncertainty. Here's how.

Why Preparation Is the Leverage

Most sellers think the negotiation happens when offers come in. It doesn't. The negotiation is already underway the moment a buyer starts their due diligence. Every gap you've left — an unexplained revenue dip, an undocumented process, a contract that doesn't have an IP assignment clause — becomes a discount the buyer applies to their offer.

A well-prepared seller closes faster, with fewer surprises, at a higher price. Not because they've hidden anything, but because they've removed the friction that causes buyers to lose confidence or walk away.

Days 1–30: Get Your House in Order

Financial Cleanup

• Reconcile your books so your P&L, balance sheet, and bank statements all agree
• Separate personal and business expenses — anything mixed is a red flag that triggers deeper scrutiny
• Document every add-back explicitly: one-time costs, personal expenses run through the business, non-recurring items
• Prepare clean monthly P&Ls for the last 24 months
• Break down revenue by customer and by product or pricing tier — buyers will ask for this

Metrics Dashboard

• Calculate and document the numbers buyers care about: MRR, ARR, monthly churn, CAC, LTV, and NPS
• If you haven't been tracking these, start now and clearly note the start date — don't backfill data
• Connect payment data to a simple dashboard; even a well-organised spreadsheet is credible if it's clean

Legal Housekeeping

• Confirm the company owns all IP — code, content, brand assets, domain names, and trademarks
• Ensure every contractor and employee has a signed agreement with an IP assignment clause
• Check that domain and trademark registrations are in the company's name, not yours personally
• Identify any outstanding legal issues and make a decision: resolve them or disclose them proactively

"The number one mistake I see is sellers treating due diligence as a burden rather than an opportunity to prove the business is exactly what they said it was."

James Okafor, Acquisition Advisor

Days 31–60: Build Your Buyer Package

The Confidential Information Memorandum (CIM) is the centrepiece of your sale process. It's the document that converts a curious buyer into a serious one — or loses them in the first ten minutes. Invest the time to get it right.

What Your CIM Should Cover

• Business overview: what it does, who it serves, and the core business model
• Key metrics and financial summary — the headline numbers, with context
• Product and technology overview, without requiring deep technical knowledge to follow
• Team structure and an honest assessment of key person dependencies
• Customer overview, anonymised if needed, with retention and satisfaction data
• Growth opportunities: what a new owner could do that you haven't done yet
• Asking price and your preferred deal structure

Operational Documentation

• Document all core processes: customer onboarding, support workflows, billing, deployment, and anything else that runs on a schedule
• Write a day-one handover guide for a new owner — this is one of the strongest trust signals you can provide
• List all software subscriptions, API integrations, and vendor relationships with their costs
• Map the tech stack and infrastructure with accurate, current cost figures

Pricing Your Business

This is where most sellers go wrong. Research recent comparable acquisitions. Be honest about your growth trajectory and churn rate. Price to the current market, not the market you hoped for or the price you need the deal to be. Overpriced listings attract no serious buyers; they sit on the market, accumulate questions, and eventually sell at a larger discount than they would have at a realistic price from the start. A 10–15% negotiation buffer is reasonable — more than that signals either inexperience or desperation, neither of which helps you.

Days 61–90: Go to Market

Your Listing

• Lead with the opportunity, not the history — buyers are buying the future
• Upload your core financials and key metrics for pre-NDA review; transparency at this stage attracts better buyers
• Set clear NDA requirements; decide in advance what you share before and after
• Respond to buyer enquiries within 24 hours — slow responses are read as low interest or disorganisation

Qualifying Buyers

• Ask about their background and acquisition experience early; it tells you how to calibrate your conversations
• Request proof of funds before sharing sensitive materials — it's a reasonable ask and serious buyers expect it
• Don't share customer lists or source code until you have a signed LOI

Managing the Process

• Keep running the business — declining metrics mid-process kill deals faster than almost anything else
• Stay responsive but set clear boundaries on your availability
• When an offer comes in, don't accept the first version; counter thoughtfully with a specific rationale

The Five Most Common Seller Mistakes

1. Listing too early. Without proper documentation, your deal falls apart in due diligence. The work happens either before listing or during negotiation — and it's far more expensive during negotiation.
2. Overpricing. The market is efficient. Realistic pricing generates qualified interest. Overpricing generates silence — and a listing that ages badly.
3. Being defensive in due diligence. Buyers expect hard questions. Transparent, well-prepared answers build trust. Defensiveness and delays erode it.
4. Neglecting the business while selling. Month-on-month revenue declines during a sale process are the single most common reason deals renegotiate downward or die entirely.
5. No contingency plan. Most processes take longer than expected. Know what you're doing if the deal takes six months, or falls through at the finish line. Sellers who are negotiating from desperation get worse outcomes.

The Honest Version

Ninety days is a framework, not a guarantee. Some businesses are already well-prepared and need less time. Others have structural issues — undocumented processes, mixed finances, IP gaps — that take longer to resolve properly. Don't rush the preparation to hit an arbitrary deadline.

The goal is to enter the market confident that your business is represented accurately, professionally, and at the right price. Buyers who find a well-organised, transparent seller don't just pay fairly — they close faster, with less friction, and leave better reviews. That matters more than it sounds, in a market where seller reputation follows you.