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12-Month Exit Prep Checklist

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Month 1–2: Define Strategy & Goals

Objective: Establish clarity around owner goals, value drivers, and readiness.

Conduct an Owner Readiness Assessment – define financial, lifestyle, and legacy goals.

Engage Merit Investment Bank advisors to develop an Exit Strategy Blueprint.

Identify key value drivers and risks (customer concentration, scalability, IP, etc.).

Commission a preliminary valuation to benchmark current enterprise value.

Align leadership and stakeholders on target outcomes, deal structure preferences, and timeline.

Begin documentation audit – organize financials, corporate records, and legal agreements.

Month 3–4: Optimize Financial & Operational Systems

Objective: Prepare the business to withstand buyer due diligence and maximize valuation.

Clean up accounting: ensure GAAP compliance, accurate P&L, and reconciled balance sheets.

Finalize 12–24-month financial forecasts supported by validated assumptions.

Review and optimize working capital management (AR, AP, inventory).

Eliminate non-essential or discretionary expenses to enhance EBITDA.

Ensure contracts and vendor agreements are current and transferable.

Evaluate IT infrastructure, data security, and system scalability.

Month 5–6: Strengthen Management & Governance

Objective: Build buyer confidence through leadership stability and succession readiness.

Identify critical managers; develop retention or incentive plans.

Clarify governance and decision-making structures.

Document key operational procedures and workflows.

Create an organizational chart highlighting post-sale continuity.

Assess HR policies, benefits, and compliance posture.

Begin grooming potential successors or secondary leadership layers.

Month 7–8: Accelerate Growth & Value Drivers

Objective: Drive momentum and highlight performance before the sale process.

Implement Grow Fast & Exit Profitably® initiatives: boost revenue velocity and margin.

Introduce new product/service lines or expand recurring revenue.

Strengthen brand positioning and market awareness.

Collect client testimonials and case studies for the buyer data room.

Review pricing models and customer contracts to ensure sustainability.

Address customer concentration—diversify where possible.

Month 9–10: Transaction Preparation

Objective: Build the foundation for a seamless deal execution.

Finalize Quality of Earnings (QoE) and normalized financial statements.

Establish a Digital Data Room for diligence documentation.

Prepare Confidential Information Memorandum (CIM) with Merit advisors.

Align with legal counsel on deal terms, indemnifications, and representations.

Conduct internal “mock due diligence” to anticipate buyer questions.

Finalize tax and estate strategies with CPA and wealth advisors.

Month 11–12: Go-to-Market & Close Preparation

Objective: Enter the market confidently and close under optimal terms.

Launch buyer outreach through Merit’s M&A process (strategic, PE, and international).

Review and qualify multiple LOIs to maintain competitive tension.

Conduct management presentations and site visits.

Negotiate deal structure: cash, rollover equity, earnouts, or seller financing.

Plan internal and external communications for post-closing transition.

Prepare reinvestment or liquidity strategy post-sale.

Celebrate responsibly — then transition to Post-Sale Planning.

Merit Investment Bank as a leading boutique investment bank is focused on entrepreneurial middle-market companies. Merit Investment Bank Executes sell-side M&A, buy-side M&A, and capital advisory services, debt and equity capital raises, corporate finance, and valuation services.

Securities offered through Finalis Securities LLC Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities.

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