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Brent Beshore and Emily discuss how owners should prepare a business for market before speaking with buyers. The episode focuses on the core documents buyers expect, how to think about EBITDA add-backs, and why clarity and consistency in the presentation matter more than polish. The central message is to treat the first buyer impression as a factual test of the business, not a marketing exercise.
Business owners preparing for a sale and ETA buyers who want to understand how professional sellers package a company before diligence.
Buyers expect three years of income statements and balance sheets, and seasonal or cyclical businesses should show a full cycle or at least 24 months of monthly data.
A one-page teaser should disclose the business, headquarters, entity type, three-year and TTM financials, scale, competitive advantages, transaction type, and contact path.
EBITDA add-backs are most credible when they remove clearly personal expenses or genuinely nonrecurring items; anything tied to normal operations is likely to be challenged.
Misstating customer concentration, CapEx, or other core facts can trigger retrades or cause a buyer to walk away after diligence.
A SIM should tell the buyer what they need to know to underwrite the business, including operating history, leadership, customer concentration, competitive position, growth plans, and material risks.
Presentation quality matters less than internal consistency; a polished deck with numbers that conflict across documents undermines trust faster than a plain but accurate package.
Owners should wait until they are truly ready to sell; forcing a process too early can burn bridges with serious buyers.
A teaser should be one page long.
Used as the initial pre-NDA marketing document to buyers.
The presenters say some SIMs are 8 pages while others are 65 pages.
Illustrating how depth can vary by business complexity.
A business with 34% customer concentration was later found to have about 60%, and the deal was abandoned.
Example of how inaccurate disclosure can destroy a transaction.
A buyer may see a company presented as making $4.5 million in earnings, but after aggressive add-backs the real figure could be closer to $1 million.
Used to show how manipulative adjustments distort valuation and buyer fit.
Some owners spend as long as six months assembling market-ready materials.
Discussing realistic preparation time before taking a company to market.
Prepare the financial package before engaging buyers, including summary income statements, historical statements, balance sheets, and monthly data where seasonality or working capital swings matter.
Why: Buyers need enough historical detail to verify earnings quality and working capital behavior before they will take the process seriously.
Limit add-backs to expenses the buyer truly will not inherit, such as personal items or clearly nonrecurring costs.
Why: Gray-area adjustments undermine credibility and often get reversed in diligence.
Disclose negative facts early in the SIM, including lawsuits or other material skeletons.
Why: Hiding problems increases the odds of retrades or a broken process later.
Make the teaser and SIM internally consistent across every document and schedule.
Why: Conflicting numbers signal weak controls and force buyers to discount the business or slow the process.
Use ranges for nonfinancial facts when discretion matters, but do not fuzz core financial or concentration data.
Why: Ranges preserve confidentiality without damaging trust on the facts that determine valuation.
Wait to go to market until you are genuinely ready to answer hard questions about failures, bad years, and team shortcomings.
Why: Serious buyers will probe those areas, and half-prepared sellers lose credibility quickly.
The hosts describe a deal that appeared to have 34% customer concentration, but diligence revealed it was closer to 60%. The discrepancy made the transaction untenable and the team walked away after significant time and expense.
Lesson: Understating concentration can kill a deal after expensive diligence.