Sell side
12-Month Exit Prep Checklist
2min
12-Month Exit Prep Checklist
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.
Talk to the Experts at Merit Investment Bank
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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