Most founders meet their corporate finance adviser about twelve weeks before the business goes to market. By then the price is largely set. The customer concentration is what it is. The management team is who it is. The adjustments are whatever the buyer's accountant will let you keep.
I work in the twelve months before that, while the number can still move.
I prepare founder-led businesses for sale.
I built Computer Telecom Installations to £31m of turnover across twelve countries and sold it to ADC Telecommunications for £28.5m, plus £3m of cash left in the business. I took VCars to 1,900 vehicles and £2.2m of EBITDA, integrating eight acquisitions along the way and sold that too. I was COO at Tpoint Solutions through its acquisition by Aquiline. I was a founding board member at Online Fuels through its acquisition by DTN. Today I am an Operating Partner at Polymorph Capital.
Five exits. Four of them I was inside for. One of them was mine.
That last part is the part that matters. A great many advisers have sat across the table from a founder selling a business. Rather fewer have been the founder selling the business, at two in the morning, three weeks before completion, when the buyer's team has found something and nobody will tell you yet how bad it is.
I know what they look for, because they looked for it in mine.
Founder-led businesses between £5m and £50m of revenue, twelve to thirty-six months from a transaction. Private equity backed or thinking seriously about becoming so.
If you have no intention of ever selling, most of this still applies, because a business that would survive diligence is simply a better business. But I am not going to pretend that is what I am selling.
£5,000, credited in full against any engagement begun within ninety days.
A buyer will price your business on what they can verify, not on what you tell them. This is the same read, done before they do it, while there is still time to change what it finds.
Before we speak you answer three questions. They are not a form. They are chosen to tell me where to push once we are in the room and founders often find that answering them properly is the first useful thing that happens.
Then we sit down together and go through the business properly. Not a call and not a presentation you deliver at me. I ask the questions an acquirer's team will ask once they are deep enough into a process to have stopped being polite and I ask them in the order they will ask them, because the order is how the awkward answers surface.
Afterwards I score the business against the Founder's Compass, fifteen observable markers across five dimensions: Story, Evidence, Engine, People and Next Move.
What you are paying for is not the conversation. It is knowing which questions are the dangerous ones. I have sat on both sides of this table, as the founder selling and as the operator buying, and the questions that break a deal are rarely the ones a founder is braced for. They come from a gap between the story and the evidence that everyone inside the business stopped noticing years ago.
No score is awarded on your word alone. Every one points at something you said or showed me and where the evidence does not exist, the scorecard says so.
What comes back is short. The break point, which is the dimension actually holding the business back rather than the one that is easiest to discuss. The contradiction, where the five dimensions disagree with each other and what that pattern usually means. And one move that can begin this week.
Every item on that scorecard is something a buyer will reach eventually. What changes is who holds the leverage when it surfaces. Found now, it is a piece of work with room to do it properly. Found in diligence, it is a price chip, a larger earn-out or a buyer who stops returning calls.
Businesses that arrive at a process having already answered these questions do not simply achieve better prices. They get to completion.
Four to six weeks. Priced on scope.
I take the buyer's side of the table and run their diligence on you before they do.
Same fifteen markers, applied the way an acquirer applies them. The output is a position, the evidence underneath it and a ranked list of what a buyer is going to find, ordered by how much each one will cost you. Against every item, the specific artefact that would neutralise it.
This is the right place to start if you are already in a process or close enough to one that six months of preparation is no longer available. It is uncomfortable by design. It is considerably less uncomfortable in week six than in week sixty.
Three to six months. Priced on scope.
The full piece of work, and the one that changes the number.
We work through what reliably destroys value between heads of terms and completion. Earnings quality and whether your adjustments will survive the buyer's accountant. Customer concentration and the actual strength of your contracts. Recurring revenue that genuinely recurs, as against revenue that has simply been renewed out of habit. Management depth and specifically what this business does on the first morning you stop answering the phone. The equity story, told in the buyer's language rather than yours. A data room that answers questions instead of generating them.
Then we rehearse. You hear the hard questions once, early, from someone on your side of the table.
A monthly retainer through the process, plus a fee on completion. One at a time.
Preparation is most of the work. Occasionally a founder wants the same person to see it through.
When the business is ready, I run the sale.
Buyer universe and the honest assessment of who will actually pay a premium and why. The information memorandum. The approaches, made by someone who has sat in the acquirer's chair and knows how these land. Management presentations and the preparation that stops them going wrong. Competitive tension where it genuinely exists, rather than the theatre of pretending it does. Negotiation of heads. Then the long grind of diligence through to completion, alongside your lawyers and accountants.
Most advisers running your process have never sold a business of their own. They have run the mechanism, which is a real skill and it is not the same skill as knowing what it feels like when the buyer goes quiet for nine days.
I take one of these at a time. If I am in a process when you call, I will tell you so.
I will tell you when the business is not ready and I will tell you knowing that saying so delays the only fee here that is worth anything to me. That is the entire basis on which this works. The readiness verdict gets delivered before there is a sale mandate to protect, and if the answer is that you should wait a year, you will get that answer.
I am an Operating Partner at Polymorph Capital, which raises capital for companies and is paid a fee for doing it. If the right answer for your business turns out to be capital rather than a sale, I have a financial interest in that outcome, and you should know that before we start rather than work it out afterwards. Where a conclusion I reach happens to pay me, I will say so in writing at the point I reach it.
I will not act for a buyer of your business and I will not take a fee from one. Which side of the table I am on is decided at the start and does not move.
And if the right answer is that you should not sell at all, I would rather be the person who told you than the person who took a percentage for ignoring it.
Most of this begins with a Pre-Sale Review and a good number of them end there, which is fine. It is £5,000 to find out whether the thing you think is the problem is the problem, before a buyer finds out for you. If you go on to work with me within ninety days it comes off in full.
I take on a small number of these. If the timing does not work when you get in touch, I will tell you when it does.