Home / The Exit Map / Assembling the Team

Phase Two of the Exit Map

Assembling the Team.

The decisions you make here compound. Some of them get measured in millions.

TL;DR

Phase 2 is who you put around you before the sale process starts. Four seats, four different conversations, and the order matters more than founders realize.

Sell-side advisor, specialized M&A attorney, business coach, wealth advisor. The wrong sell-side advisor costs you in ways you'll never see. The right one moves the outcome more than any other hire in the process.

I hired Andy Harris before I had a buyer at the table. That sequence shaped everything that came after, including the price we closed at.

Hiring Andy Harris

The introduction that became the team.

I'd already decided to sell. I had my why, written down, and at the center of it was Faith. I had Dana on board. I had my dad, my financial partner, who'd told me, "if that's what you want to do, I'm good with it."

What I didn't have was a team.

My coach, John, had been working with me through the growth of Quicken Steel. He was a CEO Coaching International coach, brought in after I'd posted in a YPO network asking how to onboard a former Apache helicopter pilot into operations. The hire became the operator. John became the coach. The coaching itself became central.

When I told John I was thinking about selling, he didn't push me toward a process. He introduced me to Andy Harris.

That introduction was Phase 2. Quietly, before anyone had a sheet of paper out, before I'd talked to a single buyer, the team was being built. Andy didn't open the conversation with my financials. He opened it by asking what I wanted my life to look like after the sale. What were my required outcomes. What were my preferred outcomes. Where was Dana on this. Where was my dad. How was Faith doing.

I'd hired plenty of people in my career, but I'd never hired a sell-side advisor. I had no frame of reference for what good looked like. Looking back, the thing that told me Andy was the right one was that he started with the personal stuff, not the financial stuff. He'd been on the operator side of the table. He'd run private-equity-backed specialty chemicals companies. He'd been through his own strategic exits. That perspective doesn't show up in a slide deck. You can only hear it when you talk to the person.

We ended up co-writing The Extraordinary Exit together. That should tell you what I think about the role. The right sell-side advisor isn't a vendor. They become the most important relationship you have for the better part of a year, and sometimes longer.

The Sandbars

Where Phase 2 most often runs aground.

Hiring the wrong sell-side advisor.

This is the highest-stakes decision in the phase and the founders making it tend to have zero frame of reference. A few things I learned the hard way and through years of studying this from the inside. Be cautious with firms that do both buy-side and sell-side work, since the buyer in your deal might be a long-term client of the same firm. Be cautious with the dialing-for-deals firm that opens with "I have a buyer interested in your business." That cold opener is volume marketing. Be cautious with industry specialists who only ever go to the same buyer set, because they may know those buyers too well to push hard. And be cautious with the bait and switch, where the senior advisor pitches you and a junior team runs the deal. The lowest fee is rarely the best outcome. The right advisor adds significant value through process, competitive tension, and negotiation. The fee is a fraction of that delta.

Using your regular business attorney for M&A.

The attorney who set up your LLC and handled your supplier contracts is not equipped for a multi-million dollar acquisition. M&A is a specialty. Reps and warranties, indemnification, escrows, earnout language, and working capital adjustments are areas where a generalist will miss things that cost real money. There's also a tone question. The aggressive M&A attorney who treats every clause like a fight creates friction at the table that lasts the whole deal. Find someone competent and collaborative. The attorney's job is to protect you, not to win a personality contest with the buyer's counsel.

Skipping the coach.

A lot of founders think they can handle the personal and strategic weight of a sale alone. They're almost always wrong. The coach is the person who sees what you can't see when you're in the middle of it. The coach helps you decide what's worth fighting for and what's worth letting go. I'll be careful here because the language gets blurred. Coaching is not Waypoint. Waypoint is not coaching. A coach is a one-on-one relationship that helps you make decisions in real time. Plenty of founders should have one going into the sale process and should already have one well before they think about selling. If you don't, this phase is the time to find one.

Not engaging a wealth advisor early enough.

The order tends to run backwards. Engage the sell-side advisor first, talk valuation, then start thinking about wealth management at the closing table or after, and you've reversed the work. Before you set a minimum acceptable number for the deal, you need to know what your family actually requires to live the life you want after the sale. That is a wealth-advisor conversation, and it is a spouse conversation, because the number isn't just about lifestyle, it's about timeline, risk tolerance, what you want to do with your remaining working years, and what you're leaving to children or grandchildren. Walk into the sell-side advisor's office with a number that is grounded in something more than a valuation multiple.

Confidentiality discipline across the team.

The team you're hiring is the first place a confidentiality breach can happen. Make sure every person on the team understands that word getting out costs you, and costs the deal. Employees panicking, customers hedging, suppliers asking questions, all of it can put pressure on the business at the worst possible moment. Get NDAs in place. Be intentional about who knows what and when. A good advisor brings the same discipline to the buyer side. If a buyer breaches confidentiality, they're out of the process. The best buyers expect that line.

Asking the wrong questions in the pitch.

It's common to interview advisors the way you'd interview vendors. What do you charge. How long does this take. What's your track record. Those are fine, but they aren't the questions that surface the real answer. Better ones: why are you in this business. What is the why behind your work. Who specifically will run my deal day to day. How do you create competition among buyers when there's no obvious one in the room. Will you give me references from sellers, not just closed deals. The answers to those questions tell you whether the advisor is going to advocate for your outcome or just close another transaction.

The questions you're left holding

How do I evaluate a sell-side advisor when I've never hired one?

Which attorney matches both my deal and the tone I want at the table?

Do I bring the wealth advisor in before or after the sell-side advisor?

Who actually runs the deal day to day once the contract is signed?

Frequently Asked

Phase 2 questions, answered plainly.

What does Phase 2 of the founder exit cover?

Phase 2, Assembling the Team, is hiring the four key roles that surround a founder through the sale process. Sell-side advisor, specialized M&A attorney, business coach, and wealth advisor. Each role does something different. The order they come in shapes the rest of the deal. The order gets run backwards more often than not, and the cost shows up at closing.

What does a sell-side advisor actually do?

A sell-side advisor runs the sale process for the founder. They prepare the company for market, build the buyer list, create competitive tension among buyers, negotiate the deal structure, and protect the founder's required outcomes through closing. The right one earns their fee many times over through process and competition. The wrong one costs millions you'll never see, because you'll never know what you left on the table.

How do I avoid the bait and switch with an M&A advisory firm?

Confirm that the senior advisor who pitches you is the one running your deal day to day. Many firms lead with their stars in the pitch and hand execution to a junior team once the engagement is signed. Ask in the first meeting who will be in the room with you in week one and who will still be in the room in week thirty-six. Get the answer in writing.

Do I need an M&A attorney or can my regular business attorney handle the sale?

The attorney who set up your LLC and handles supplier contracts is not equipped to negotiate a multi-million dollar acquisition agreement. M&A is its own specialty. Reps and warranties, indemnification, escrows, earnout language, and working capital adjustments are areas where a general business attorney will miss things that cost real money. Hire specialized M&A counsel, and look for someone competent and collaborative rather than combative.

Should I work with a coach during the sale process?

Yes, and the right one is force-multiplier work. A coach is the person who sees what you can't see when you're in the middle of it. Coaching is a one-to-one relationship for real-time decisions. It is not Waypoint. Waypoint is not coaching. Ideally you have a coach in place well before you start thinking about a sale. If you don't, Phase 2 is the time to find one.

When should I bring in a wealth advisor?

Before the sell-side advisor. The order tends to run backwards. Before you can set a minimum acceptable number for the deal, you need to know what your family actually requires to live the life you want after the sale. That is a wealth-advisor conversation, and a spouse conversation. Walk into the sell-side advisor's office with a number that is grounded in something more than a valuation multiple.

Where Waypoint Comes In

The conversation before you sign anything.

I'm not the sell-side advisor and I'm not the deal attorney. The advisory work at this phase is a place to think out loud about the team you're building, before you have to defend the choices to anyone.

Who you're hiring, why, what you're nervous about, where the doubts sit. Said to the right person, that conversation keeps its texture. Said to the people selling you the services, it flattens into a pitch you didn't ask for.

I made every one of these hires for my own sale, Andy included. One unhurried conversation before you sign an engagement letter is worth more than any directory.

← Previous: Phase 1, Before the Decision Next: Phase 3, Preparing the Business →

Work With Me

Bring your group the talk, or bring me your exit.

If this phase is where you're standing, this is the work I do with founders, one on one, all the way through the sale.

Email me directly at [email protected]

Work With Me

Not ready yet? Take the Exit Readiness Assessment.